SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              ---------------------

                                   FORM 10-KSB

(Mark One)

|X|   Annual report under Section 13 or 15(d) of the Securities Exchange Act of
      1934.

For the fiscal year ended December 31, 2003

                                       OR

|_|   Transition report under Section 13 or 15(d) of the Securities Exchange Act
      of 1934.

                         Commission File No.: 000-49882

                               MINDEN BANCORP, INC
                               -------------------
                 (Name of Small Business Issuer in Its Charter)

               United States                                 13-4203146
               -------------                                 ----------
     (State or Other Jurisdiction of                      (I.R.S. Employer
      Incorporation or Organization)                   Identification Number)

     415 Main Street, Minden, Louisiana                         71058
  (Address of Principal Executive Offices)                    (Zip Code)

                                 (318) 377-0523
                                 --------------
                (Issuer's Telephone Number, Including Area Code)

         Securities registered under Section 12(b) of the Exchange Act:
                                 Not Applicable

         Securities registered under Section 12(g) of the Exchange Act:

                     Common Stock (par value $.01 per share)
                     ---------------------------------------
                                (Title of Class)

Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes |X| No |_|

<PAGE>

Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. |_|

Issuer's revenues for its most recent fiscal year: $5.4 million.

Indicate by checkmark whether the Registrant is an accelerated filer (as defined
in Exchange Act Rule 12b-2). Yes |_| No |X|

As of February 27, 2004, the aggregate value of the 1,275,448 shares of Common
Stock of the Registrant issued and outstanding on such date, which excludes
179,302 shares held by all directors and executives officers of the Registrant
and the Registrant's Employee Stock Ownership Plan ("ESOP") as a group, was
approximately $28.1 million. This figure is based on the closing sales price of
$22.00 per share of the Registrant's Common Stock on February 27, 2004. Although
directors and executive officers and the ESOP were assumed to be "affiliates" of
the Registrant for purposes of this calculation, the classification is not to be
interpreted as an admission of such status included. In the 1,275,448 shares set
forth above are 800,112 shares held by Minden Mutual Holding Company.

Number of shares of Common Stock outstanding as of February 27, 2004: 1,454,750
Transitional Small Business Disclosure Format: Yes |_| No |X|

                       DOCUMENTS INCORPORATED BY REFERENCE

      List hereunder the following documents incorporated by reference and the
Part of the Form 10-KSB into which the document is incorporated.

(1) Portions of the Annual Report to Stockholders are incorporated into Part II,
Items 5 through 7 and Part III, Item 13 of this Form 10-KSB.

(2) Portions of the definitive proxy statement for the 2004 Annual Meeting of
Stockholders are incorporated into Part III, Items 9 through 12 of this Form
10-KSB.

<PAGE>

                                     PART I

Item 1. Description of Business.

General

      On December 11, 2001, the Board of Directors of Minden Building and Loan
Association, a Louisiana-chartered building and loan association (the
"Association"), adopted a plan of reorganization pursuant to which the
Association converted to stock form and became a wholly owned subsidiary of
Minden Bancorp, Inc. (the "Company"). In connection with the reorganization, the
Company became a majority owned subsidiary of Minden Mutual Holding Company (the
"MHC"), a federally chartered mutual holding company. The reorganization was
consummated on July 2, 2002. The Company is a unitary savings and loan holding
company whose assets consist primarily of the ownership of the outstanding
capital stock of the Association, investments of proceeds retained from the
reorganization and the Company's loan to the employee stock ownership plan.

      The management of the Company, the MHC and the Association are
substantially identical and the Company neither owns nor leases any property but
instead uses the premises, equipment and furniture of the Association with the
payment of appropriate rental fees, as required by applicable law and
regulations.

      The Association is a Louisiana-chartered savings and loan association that
was originally organized in 1910. The Association's business consists primarily
of attracting deposits from the general public and using those funds to make
loans. The Association operates out of its main office located in Minden,
Louisiana.

Lending Activities

      General. At December 31, 2003, the net loan portfolio of the Association
totaled $58.1 million, representing approximately 57.7% of its total assets at
that date. The principal lending activity of the Association is the origination
of one- to-four-family residential loans. At December 31, 2003, one-
to-four-family residential loans amounted to $36.24 million, or 60.70% of its
total loan portfolio, before net items. As part of the implementation of the
Association's lending strategy of diversifying its loan portfolio and decreasing
its dependence on single-family residential lending, the Association also offers
the following lending products:

      o     commercial real estate loans, which amounted to 15.02% of the total
            loan portfolio at December 31, 2003 as compared to 10.69% of the
            total loan portfolio at December 31, 2002;

      o     consumer loans, which amounted to 6.32% of the total loan portfolio
            at December 31, 2003 as compared to 5.98% of the total loan
            portfolio at December 31, 2002;

<PAGE>

      o     commercial business loans, which amounted to 14.29% of the total
            loan portfolio at December 31, 2003 as compared to 10.93% of the
            total loan portfolio at December 31, 2002; and

      o     construction loans, which amounted to 3.67% of the total loan
            portfolio at December 31, 2003.

      The types of loans that the Association may originate are subject to
federal and state laws and regulations. Interest rates charged on loans are
affected principally by the demand for such loans and the supply of money
available for lending purposes and the rates offered by its competitors. These
factors are, in turn, affected by general and economic conditions, the monetary
policy of the federal government, including the Federal Reserve Board,
legislative and tax policies, and governmental budgetary matters.

      A savings institution generally may not make loans to one borrower and
related entities in an amount which exceeds the greater of (i) 15% of its
unimpaired capital and surplus, although loans in an amount equal to an
additional 10% of unimpaired capital and surplus may be made to a borrower if
the loans are fully secured by readily marketable securities, and (ii) $500,000.
At December 31, 2003, the Association's regulatory limit on loans-to-one
borrower was approximately $2.6 million and its five largest loans or groups of
loans-to-one borrower, including related entities, aggregated $2.3 million, $1.4
million, $1.2 million, $993,000 and $509,000. Each of the Association's five
largest loans or groups of loans was performing in accordance with its terms at
December 31, 2003.

      Loan Portfolio Composition. The following table sets forth the composition
of the Association's loan portfolio by type of loan at the dates indicated.

<TABLE>
<CAPTION>
                                                                             December 31,
                                                        ----------------------------------------------------
                                                                 2003                          2002
                                                        ----------------------        ----------------------
                                                         Amount        Percent         Amount        Percent
                                                        --------       -------        --------       -------
                                                                       (Dollars in Thousands)
<S>                                                     <C>             <C>           <C>             <C>
      Real estate loans:
         One- to four-family ....................       $ 36,239         60.70%       $ 36,959         68.26%
         Commercial .............................          8,966         15.02           5,786         10.69
         Construction ...........................          2,191          3.67           2,245          4.14
      Commercial business .......................          8,530         14.29           5,917         10.93
      Consumer:
         Loans secured by savings accounts ......            995          1.66             919          1.70
         Other(1) ...............................          2,784          4.66           2,317          4.28
                                                        --------        ------        --------        ------
         Total loans receivable .................         59,705        100.00%         54,143        100.00%
                                                                        ======                        ======

      Less:
         Undisbursed loans in process ...........           (715)                         (899)
         Deferred loan fees .....................             --                            --
         Allowance for loan losses ..............           (893)                         (907)
                                                        --------                      --------
           Total loans receivable, net ..........       $ 58,097                      $ 52,337
                                                        ========                      ========
</TABLE>

----------
(1)   Includes automobile and home equity loans.


                                      -2-
<PAGE>

      Origination of Loans. The lending activities of the Association are
subject to the written underwriting standards and loan origination procedures
established by the board of directors and management. Loan originations are
obtained through a variety of sources, primarily consisting of referrals from
real estate brokers and existing customers. Written loan applications are taken
by one of the Association's loan officers. The loan officer also supervises the
procurement of credit reports, appraisals and other documentation involved with
a loan. For real estate loans in excess of $250,000, the Association's loan
policy mandates that property valuations be performed by an independent outside
appraiser approved by its board of directors. As a matter of practice, however,
the Association obtains independent outside appraisals on substantially all of
its loans. Under the lending policies of the Association, a title opinion must
be obtained for each real estate loan.

      The Association's loan approval process is intended to assess the
borrower's ability to repay the loan, the viability of the loan and the adequacy
of the value of the property that will secure the loan. Generally, loans in
excess of $50,000 must be approved by the Association's loan committee or the
board of directors. All loans are ratified by the board of directors.

      The following table shows total loans originated, sold and repaid during
the periods indicated.

<TABLE>
<CAPTION>
                                                                       Year Ended December 31,
                                                                    -----------------------------
                                                                      2003                  2002
                                                                    -------               -------
                                                                            (In Thousands)
<S>                                                                 <C>                   <C>
            Loan originations:
              Real estate loans:
                 One-to four-family .....................           $16,045               $11,211
                 Commercial .............................             4,674                 3,639
                 Construction ...........................             2,938                 2,561
              Commercial business .......................             9,506                 9,189
              Consumer(1) ...............................             4,080                 3,712
                                                                    -------               -------
                 Total loans originated .................            37,243                30,312
                                                                    -------               -------
            Deduct loan principal reductions ............            31,285                18,611
            Decrease due to other items, net(2) .........               198                   522
                                                                    -------               -------
            Net increase in loan portfolio ..............           $ 5,760               $11,149
                                                                    =======               =======
</TABLE>

----------
(1)   Includes loans secured by deposits, automobiles loans and home equity
      loans.

(2)   Other items consist of loans in process, deferred fees, unearned interest
      and allowance for loan losses.

      Although Louisiana laws and regulations permit savings institutions to
originate and purchase loans secured by real estate located throughout the
United States, the Association concentrates its lending activity to its primary
market area in Webster Parish, Louisiana and the surrounding area. Subject to
its loans-to-one borrower limitation, the Association is permitted to invest
without limitation in residential mortgage loans and up to 400% of its capital
in loans secured by non-residential or commercial real estate. The Association
also may invest in secured and unsecured consumer loans in an amount not
exceeding 35% of total assets. This 35% limitation may be


                                      -3-
<PAGE>

exceeded for certain types of consumer  loans,  such as home equity and property
improvement  loans  secured by  residential  real  property.  In  addition,  the
Association  may invest up to 10% of its total  assets in secured and  unsecured
loans for commercial,  corporate, business or agricultural purposes. At December
31, 2003, the Association was within each of the above lending limits.

      Maturity of Loan Portfolio. The following table presents certain
information at December 31, 2003, regarding the dollar amount of loans maturing
in the Association's portfolio based on their contractual terms to maturity or
scheduled amortization, but does not include potential prepayments. Demand
loans, loans having no stated schedule of repayments and no stated maturity, and
overdrafts are reported as becoming due within one year.

<TABLE>
<CAPTION>
                                                                         At December 31, 2003
                                              -------------------------------------------------------------------------------
                                              One- to-four   Commercial                               Commercial       Total
                                                 Family     Real Estate  Construction    Consumer      Business        Loans
                                                -------       -------       -------       -------       -------       -------
                                                                                (In Thousands)
<S>                                             <C>           <C>           <C>           <C>           <C>           <C>
Amounts due in:
  One year or less ......................       $ 1,584       $ 2,095       $ 2,191       $ 1,167       $ 4,831       $11,868
  More than one year to five years ......         4,571         2,039            --         2,499         3,287        12,396
  More than five years ..................        30,084         4,832            --           113           412        35,441
                                                -------       -------       -------       -------       -------       -------
      Total amount due ..................       $36,239       $ 8,966       $ 2,191       $ 3,779       $ 8,530       $59,705
                                                =======       =======       =======       =======       =======       =======
</TABLE>

            The following table sets forth the dollar amount of all loans,
before net items, due after December 31, 2004 which have fixed interest rates or
which have floating or adjustable interest rates.

<TABLE>
<CAPTION>
                                                            Fixed-Rates    Floating or Adjustable Rates     Total
                                                            -----------    ----------------------------     -----
                                                                                (In Thousands)
<S>                                                           <C>                    <C>                   <C>
Real estate loans:
  One-to-four family .................................        $34,646                $     9               $34,655
  Commercial .........................................          4,478                  2,393                 6,871
  Construction .......................................              0                      0                     0
Commercial business ..................................            883                  2,816                 3,699
Consumer loans .......................................          2,528                     84                 2,612
                                                              -------                -------               -------
      Total loans ....................................        $42,535                $ 5,302               $47,837
                                                              =======                =======               =======
</TABLE>

      Scheduled contractual maturities of loans do not necessarily reflect the
actual expected term of the loan portfolio. The average life of mortgage loans
is substantially less than their average contractual terms because of
prepayments. The average life of mortgage loans tends to increase when current
mortgage loan rates are higher than rates on existing mortgage loans and,
conversely, decrease when rates on current mortgage loans are lower than
existing mortgage loan rates (due to refinancing of adjustable-rate and
fixed-rate loans at lower rates). Under the latter circumstance, the weighted
average yield on loans decreases as higher yielding loans are repaid or
refinanced at lower rates.


                                      -4-
<PAGE>

      One- to Four-Family Residential Real Estate Loans. The primary lending
activity of the Association is the origination of loans secured by single-family
residences. At December 31, 2003, $36.24 million, or 60.70%, of its total loan
portfolio, before net items, consisted of one- to four- family residential
loans.

      The loan-to-value ratio, maturity and other provisions of the loans made
by the Association generally have reflected the policy of making less than the
maximum loan permissible under applicable regulations, in accordance with sound
lending practices, market conditions and underwriting standards established by
the Association. The Association's current lending policy on one- to four-family
residential loans generally limits the maximum loan-to-value ratio to 90% of the
appraised value of the property. These loans are amortized on a monthly basis
with principal and interest due each month and generally include "due-on-sale"
clauses.

      Substantially all of the Association's one- to four-family residential
loans have fixed rates of interest. Fixed-rate loans generally have maturities
ranging from 15 to 30 years and are fully amortizing with monthly loan payments
sufficient to repay the total amount of the loan with interest by the end of the
loan term. Although it has been the Association's practice to retain all of the
one- to four-family residential loans, its fixed-rate loans generally are
originated under terms, conditions and documentation which permit them to be
sold to U.S. Government-sponsored agencies, such as the Federal Home Loan
Mortgage Corporation, and other investors in the secondary mortgage market. At
December 31, 2003, $36.18 million, or 99.84%, of the Association's one- to
four-family residential mortgage loans were fixed-rate loans.

      Of the $36.24 million of one- to four-family residential loans held by the
Association at December 31, 2003, $712, 000 consisted of second mortgage loans.
These loans are secured by the underlying equity in the borrower's residence.
The Association holds the first mortgage on virtually all of the properties that
secure its second mortgage loans. The amount of the Association's second
mortgage loans generally cannot exceed the lesser of a loan-to-value ratio of
90% or $100,000. These loans are typically three-to-five year balloon loans with
fixed rates and contain an on-demand clause that allows the Association to call
the loan in at any time.

      Commercial Real Estate Loans. The Association began to emphasize the
origination of commercial real estate loans in 2001 as part of its strategy to
diversify its loan portfolio. In order to implement its lending strategy of
serving commercial real estate customers, the Association hired an experienced
senior loan officer and established prudent procedures for originating
commercial real estate loans. Commercial real estate loans generally have
interest rates that are higher than interest rates on one- to four-family
residential loans because they usually involve a higher degree of risk than
loans secured by residential property. The Association's commercial real estate
loans consist primarily of loans secured by land, storefront retail and office
buildings, churches and schools. Substantially all of the Association's
commercial real estate loans were secured by properties located within its
market area. At December 31, 2003, the Association's commercial real estate
loans amount to $8.97 million, or 15.02% of its total loan portfolio, before net
items, compared to $5.79 million, or 10.69% of its total loan portfolio at
December 31, 2002.



                                      -5-
<PAGE>


      The Association's commercial real estate loans have a maximum
loan-to-value ratio of 80%. The terms of each commercial real estate loan are
negotiated on a case-by-case basis, although these loans are generally
structured as three-to-five year balloon loans with either fixed rates or
variable rates tied to the Wall Street Journal prime rate with a 10- to 15-year
amortization schedule. In determining whether to make a commercial real estate
loan, the Association considers the net operating income of the property, the
borrower's expertise, credit history and profitability and the value of the
underlying property. The Association has generally required that the properties
securing these commercial real estate loans have debt service coverage ratios
(the ratio of earnings before debt service to debt service) of 1.2x. The
Association requires written appraisals prepared by a certified independent
appraiser of all properties securing commercial real estate loans greater than
$250,000. At December 31, 2003, the average balance of the loans in the
Association's commercial real estate portfolio was approximately $142,000 and
its largest commercial real estate loan at such date was $993,000. This loan was
current at December 31, 2003.

      The land loans in the Association's commercial real estate loan portfolio
are secured primarily by income producing properties, such as land utilized for
growing timber. A small percentage of the land loans are for development of
residential property. The Association's land loans typically are three-to-five
year balloon loans. At December 31, 2003, the Association had $1.99 million in
land loans which loans had an average balance of $41,000. The Association's
largest land loan at December 31, 2002 amounted to $486,000, which loan was
current at December 31, 2003.

      Commercial real estate lending is generally considered to involve a higher
degree of risk than one- to four-family residential lending. Such lending
typically involves large loan balances concentrated in a single borrower or
groups of related borrowers for rental or business properties. In addition, the
payment experience on loans secured by income-producing properties is typically
dependent on the success of the operation of the related project and thus is
typically affected by adverse conditions in the real estate market and in the
economy. The Association generally attempts to mitigate the risks associated
with its commercial real estate lending by, among other things, lending
primarily to established businesses in its market area with existing operating
performance which can be analyzed, requiring conservative debt coverage ratios,
obtaining personal guarantees from the principals of the borrower and
periodically monitoring the operation and physical condition of the collateral.

      Commercial Business Loans. The Association originates commercial business
loans primarily to small business owners in its market area for purposes of
working capital or equipment financing. These loans are typically secured by
equipment, machinery, commercial real estate, and other corporate assets. The
commercial business loans are usually one-to-five year loans with either fixed
rates or variable rates of interest tied to the prime rate. During 2003, the
Association continued to expand its activities in the commercial business
lending market with originations totaling $9.5 million compared to $9.2 million
in 2002. The 2003 origination total was the second highest for the Association
behind only its $16.0 million of one-to-four family real estate loan
originations. At December 31, 2003, the Association's commercial business loans
amounted to $8.5 million, or


                                      -6-
<PAGE>

14.29%, of its total loan portfolio compared to $5.9 million, or 10.93% of its
loan portfolio at December 31, 2002.

      Commercial business loans generally are considered to involve a greater
risk than single-family residential mortgage loans. The Association attempts to
minimize its risk exposure by limiting these loans to proven businesses and by
obtaining personal guarantees from the principals of the borrower.

      Consumer Loans. The Association is authorized to make loans for a wide
variety of personal or consumer purposes. The Association originates consumer
loans in order to accommodate its customers and because such loans generally
have shorter terms and higher interest rates than residential mortgage loans.
The consumer loans offered by the Association consist of loans secured by
deposit accounts with the Association, automobile loans, recreational vehicle
loans, boat loans and other miscellaneous loans. As part of its lending
strategy, the Association began to emphasize the origination of consumer loans
in 2001. At December 31, 2003, $3.8 million, or 6.32% of the Association's total
loan portfolio consisted of consumer loans compared to $3.2 million, or 5.98% of
its total loan portfolio, before net items, at December 31, 2002.

      The Association offers loans secured by deposit accounts in the
Association, which loans amounted to $995,000, or 1.66% of the Association's
total loan portfolio, before net items, at December 31, 2003. Such loans are
originated for up to 90% of the account balance, with a hold placed on the
account restricting the withdrawal of the account balance. These loans typically
are payable on demand with a maturity date of one year.

      The Association also offers loans for automobiles, primarily used, boats
and recreational vehicles, unsecured and other. Such loans have terms of no more
than 54 months and a maximum loan-to-value ratio of 75%. At December 31, 2003,
the Association's automobile, boat and recreational vehicle loans amounted to
$2.1 million, or 3.57% of its total loan portfolio, before net items.

      Consumer loans generally have shorter terms and higher interest rates than
residential mortgage loans, but generally entail greater credit risk than
residential mortgage loans, particularly those loans secured by assets that
depreciate rapidly, such as automobiles, boats and recreational vehicles. In
such cases, repossessed collateral for a defaulted consumer loan may not provide
an adequate source of repayment for the outstanding loan and the remaining
deficiency often does not warrant further substantial collection efforts against
the borrower. In particular, amounts realizable on the sale of repossessed
automobiles may be significantly reduced based upon the condition of the
automobiles and the fluctuating demand for used automobiles.

      Construction Loans. The Association also originates loans for the
construction of one- to four-family residences. At December 31, 2003, $2.2
million, or 3.67% of the Association's total loan portfolio, before net items,
consisted of residential construction loans. The Association's construction
loans are typically made for the construction of pre-sold homes and typically
are six-


                                      -7-
<PAGE>


month fixed rate loans which require the payment of interest only during the
construction phase. Generally, the maximum loan-to-value ratio for these loans
is 80%. Loans to borrowers acting as their own general contractor are made with
a maximum loan-to-value ratio of 75%.

      Before making a commitment to fund a construction loan, the Association
requires an independent appraisal of the property. The Association also reviews
and inspects each property before disbursement of funds during the term of the
construction loan. The borrower is required to fund the difference between the
loan amount and the estimated cost of completion prior to the Association
disbursing any funds. Loan proceeds are disbursed after each stage of work is
completed.

      Construction lending generally involves a higher degree of risk than one-
to four-family permanent mortgage lending because of the greater potential for
disagreements between borrowers and builders and the failure of builders to pay
subcontractors. Additional risk often exists because of the inherent difficulty
in estimating both a property's value upon completion of construction and the
estimated construction costs. If the estimate of the value upon completion
proves to be inaccurate, the Association may be confronted with a property whose
value is insufficient to assure full repayment.

      Loan Origination and Other Fees. In addition to interest earned on loans,
the Association generally receives loan origination fees or "points" for
originating loans. Loan points are a percentage of the principal amount of the
mortgage loan and are charged to the borrower in connection with the origination
of the loan.

Asset Quality

      General. The Association's collection procedures provide that when a loan
is 15 days past due, a late charge notice is sent to the borrower requesting
payment. If the delinquency continues at 30 days, personal contact efforts are
attempted, either in person or by telephone. If a loan becomes 60 days past due
and no progress has been made in resolving the delinquency, a collection letter
from legal counsel is sent and personal contact is attempted. When a loan
continues in a delinquent status for 90 days or more, and a repayment schedule
has not been made or kept by the borrower, generally a notice of intent to
foreclose is sent to the borrower. If the delinquency is not cured, foreclosure
proceedings are initiated. In most cases, deficiencies are cured promptly. While
the Association generally prefers to work with borrowers to resolve such
problems, the Association will institute foreclosure or other collection
proceedings when necessary to minimize any potential loss.

      Loans are placed on non-accrual status when management believes the
probability of collection of interest is doubtful. When a loan is placed on
non-accrual status, previously accrued but unpaid interest is deducted from
interest income. The Association generally discontinues the accrual of interest
income when the loan becomes 90 days past due as to principal or interest unless
the credit is well secured and the Association believes it will fully collect.


                                      -8-
<PAGE>

      Real estate and other assets acquired by the Association as a result of
foreclosure or by deed- in-lieu of foreclosure are classified as real estate
owned until sold. The Association had $0 and $35,000 of real estate owned at
December 31, 2003 and 2002, respectively.

      Delinquent Loans. The following table sets forth information concerning
delinquent loans at December 31, 2003, in dollar amounts and as a percentage of
the Association's total loan portfolio. The amounts presented represent the
total outstanding principal balances of the related loans, rather than the
actual payment amounts which are past due.

<TABLE>
<CAPTION>
                                                                 December 31, 2003
                                       -------------------------------------------------------------------------
                                             30-59                      60-89                 90 or More Days
                                          Days Overdue               Days Overdue                 Overdue
                                       -------------------       -------------------       ---------------------
                                                   Percent                   Percent                    Percent
                                                  of Total                  of Total                   of Total
                                       Amount       Loans        Amount       Loans        Amount        Loans
                                       ------     --------       ------     --------       ------      ---------
                                                               (Dollars in Thousands)
<S>                                     <C>          <C>          <C>          <C>          <C>          <C>
Real estate loans:
  One-to four-family ...........        $417         0.70%        $ 68         0.11%        $314         0.53%
  Commercial + Land ............           3         .005           --           --           21          .04
  Construction .................          --           --           --           --           --           --
Commercial business ............         115          .19           19          .03           --           --
Consumer loans .................          75          .13           11          .02            8          .01
                                        ----         ----         ----         ----         ----         ----
  Total loans ..................        $610         1.03%        $ 98         0.16%        $343         0.58%
                                        ====         ====         ====         ====         ====         ====
</TABLE>

      Non-Performing Assets. The following table presents information with
respect to the Association's nonperforming assets at the dates indicated.

<TABLE>
<CAPTION>
                                                                                     At December 31,
                                                                               -------------------------
                                                                               2003                 2002
                                                                               ----                 ----
                                                                                 (Dollars in Thousands)
<S>                                                                            <C>                 <C>
      Nonaccruing loans:
         Real estate loans:
           One-to-four family ..................................               $ 30                $ --
           Commercial ..........................................                 21                  --
           Construction ........................................                 --                  --
         Commercial business ...................................                 --                  --
         Consumer loans ........................................                  7                  --
                                                                               ----                ----
           Total nonaccruing loans .............................                 58                  --
                                                                                                   ----
      Accruing loans delinquent 90 days or more(1) .............                284                 557
      Real estate owned(2) .....................................                  0                  35
                                                                               ----                ----
           Total nonperforming assets(3) .......................                342                 592
      Troubled debt restructurings .............................                 14                  15
                                                                               ----                ----
      Troubled debt restructurings and total
         nonperforming assets ..................................               $356                $607
                                                                               ====                ====
      Total nonperforming assets and troubled debt
           restructurings as a percentage of total assets ......               0.35%               0.76%
                                                                               ====                ====
</TABLE>

                                                  (Footnotes on following page.)


                                      -9-
<PAGE>

----------
(1)   Two mortgage loans on one residential property accounted for approximately
      $182,000 of this amount at December 31, 2002. This property was
      repossessed and sold in 2003.

(2)   Real estate owned includes other repossessed assets including automobiles.

(3)   Nonperforming assets consist of nonperforming loans and real estate owned.

      If the $58,000 of nonaccruing loans of the Association had been current in
accordance with their terms during 2003, the gross income on such loans would
have been approximately $3,000. No interest income was actually recorded by the
Association on such loans in 2003. There were no nonaccruing loans at December
31, 2002.

      Classified Assets. Federal banking regulations require that each insured
savings institution classify its assets on a regular basis. In addition, in
connection with examinations of insured institutions, federal examiners have
authority to identify problem assets and, if appropriate, classify them. There
are three classifications for problem assets: "substandard," "doubtful" and
"loss." Substandard assets have one or more defined weaknesses and are
characterized by the distinct possibility that the insured institution will
sustain some loss if the deficiencies are not corrected. Doubtful assets have
the weaknesses of substandard assets with the additional characteristic that the
weaknesses make collection or liquidation in full on the basis of currently
existing facts, conditions and values questionable, and there is a higher
possibility of loss. An asset classified loss is considered uncollectible and of
such little value that continuance as an asset of the institution is not
warranted. Another category designated "special mention" also must be
established and maintained for assets which do not currently expose an insured
institution to a sufficient degree of risk to warrant classification as
substandard, doubtful or loss. Assets classified as substandard or doubtful
require the institution to establish general allowances for loan losses. If an
asset or portion thereof is classified as loss, the insured institution must
either establish specific allowances for loan losses in the amount of 100% of
the portion of the asset classified loss, or charge-off such amount. General
loss allowances established to cover possible losses related to assets
classified substandard or doubtful may be included in determining an
institution's regulatory capital, while specific valuation allowances for loan
losses do not qualify as regulatory capital. Federal examiners may disagree with
an insured institution's classifications and amounts reserved.

      The Association's total classified assets at December 31, 2003 amounted to
$418,000, all of which was classified as substandard. The largest classified
asset at December 31, 2003 was a mortgage loan on residential property with a
balance of approximately $110,000, which is also a non-performing loan. As of
December 31, 2003, the Association has no property in real estate owned. The
Association's classified assets as of December 31, 2003 included all of its
nonperforming assets plus $6,400 of delinquent interest.

      Allowance for Loan Losses. At December 31, 2003, the Association's
allowance for loan losses amounted to $893,000, or 1.50% of its total loan
portfolio, before net items. The allowance for loan losses is maintained at a
level believed, to the best of management's knowledge, to cover all known and
inherent losses in the portfolio both probable and reasonable to estimate at
each reporting date. The level of allowance for loan losses is based on
management's periodic review of

                                      -10-
<PAGE>

the collectibility of the loans in light of historical experience, the nature
and volume of the loan portfolio, adverse situations that may affect the
borrower's ability to repay, estimated value of any underlying collateral and
prevailing conditions. The Association is primarily engaged in originating
single-family residential loans. Due to the Association's implementation of a
strategy to diversify its loan portfolio into commercial and consumer loans, it
reallocated its allowance for loan losses in 2003. The management of the
Association considers the deficiencies of all classified loans in determining
the amount of allowance for loan losses required at each reporting date.
Management analyzes the probability of the correction of the substandard loans'
weaknesses and the extent of any known or inherent losses that the Association
might sustain on them. It determined that no additional provision was necessary
for those loans as of the reporting dates.

While management believes that it determines the size of the allowance based on
the best information available at the time, the allowance will need to be
adjusted as circumstances change and assumptions are updated. Future adjustments
to the allowance could significantly affect net income.

      The following table sets forth information concerning the allocation of
the Association's allowance for loan losses by loan categories at the dates
indicated.

<TABLE>
<CAPTION>
                                                                      December 31,
                                               ----------------------------------------------------------
                                                          2003                             2002
                                               -----------------------------    -------------------------
                                                             Percent of                      Percent of
                                                            Loans in Each                   Loans in Each
                                                          Category to Total                  Category to
                                               Amount           Loans           Amount       Total Loans
                                               ------     ------------------    ------      -------------
                                                               (Dollars in Thousands)
<S>                                             <C>            <C>               <C>            <C>
Allocated:                                                           (restated)
Real estate loans:
  One-to-four family ................           $130            60.70%           $417            68.26%
  Commercial ........................            200            15.02             142            10.69
  Construction ......................             50             3.67              47             4.14
Commercial business .................            400            14.29             148            10.93
Consumer loans ......................            100             6.32              73             5.98
Other ...............................             13               --              80               --
                                                ----           ------            ----           ------
     Total ..........................           $893           100.00%           $907           100.00%
                                                ====           ======            ====           ======
</TABLE>


                                      -11-
<PAGE>

      The following table sets forth an analysis of the Association's allowance
for loan losses and other ratios at or for the dates indicated.

<TABLE>
<CAPTION>
                                                                             Year Ended December 31,
                                                                           ---------------------------
                                                                             2003                2002
                                                                           -------             -------
                                                                             (Dollars in Thousands)
                                                                                     (restated)
<S>                                                                        <C>                 <C>
                  Total loans outstanding .....................            $59,705             $54,143
                  Average loans outstanding, net ..............             56,690              47,013
                  Balance of allowance at beginning of
                      period ..................................                907                 911
                  Charge-offs:
                  Real estate loans:
                    One-to four-family ........................                  4                  --
                    Commercial ................................                 --                  --
                    Construction ..............................                 --                  --
                  Commercial business .........................                 --                  --
                  Consumer loans ..............................                 11                   4
                                                                           -------             -------
                       Total charge-offs ......................                 15                   4
                                                                           -------             -------
                  Recoveries:
                  Real estate loans:
                    One-to four-family ........................                 --                  --
                    Commercial ................................                 --                  --
                    Construction ..............................                 --                  --
                  Commercial business .........................                 --                  --
                  Consumer loans ..............................                  1                  --
                                                                           -------             -------
                       Total recoveries .......................                  1                  --
                                                                           -------             -------
                  Net charge-offs .............................                 14                   4
                  Provision for losses on loans ...............                 --                  --
                                                                           -------             -------
                  Balance at end of period ....................            $   893             $   907
                                                                           =======             =======
                  Allowance for loan losses as a
                    percent of total loans outstanding ........               1.50%               1.70%
                                                                           =======             =======
                  Allowance for loan losses as a
                    percent of total non-performing
                    loans(1) ..................................             261.11%             162.84%
                  Ratio of net charge-offs to
                    average loans outstanding, net ............                .02%                .01%
                                                                           =======             =======
</TABLE>

----------
(1)   Total non-performing loans consist of total nonaccruing loans and accruing
      loans delinquent 90 days or more.

Investment Securities

      The Association has authority to invest in various types of securities,
including mortgage-backed securities, U.S. Treasury obligations, securities of
various federal agencies and of state and municipal governments, certificates of
deposit at federally insured banks and savings institutions, certain bankers'
acceptances and federal funds. The Association's investment strategy is
established by the board of directors.


                                      -12-
<PAGE>

      The following table sets forth information relating to the amortized cost
and fair value of the Association's mortgage-backed and other securities.

<TABLE>
<CAPTION>
                                                                              December 31,
                                                        ------------------------------------------------------
                                                                  2003                           2002
                                                        -------------------------      -----------------------
                                                        Amortized                      Amortized
                                                           Cost        Fair Value         Cost      Fair Value
                                                        ---------      ----------      ---------    ----------
                                                                               (In Thousands)
<S>                                                       <C>            <C>            <C>           <C>
      Held to maturity:
         U.S. Government and agencies .........           $    --        $    --        $   300       $   306
         Mortgage-backed securities ...........             1,328          1,376          1,997         2,092
      Available for sale:
         U.S. Government and agencies ........                497            532            996         1,040
         Mutual fund ..........................             6,317          6,283          4,255         4,256
         Mortgage-backed securities ...........            27,181         27,049         11,765        11,877
         FHLMC stock ..........................                16            927             16           939
                                                          -------        -------        -------       -------
         Total ................................           $35,339        $36,167        $19,329       $20,510
                                                          =======        =======        =======       =======
</TABLE>

      The following table sets forth the amount of the Association's
mortgage-backed and investment securities which mature during each of the
periods indicated and the weighted average yields for each range of maturities
at December 31, 2003. The amounts reflect the fair value of the Association's
securities at December 31, 2003.

<TABLE>
<CAPTION>
                                                                    Contractually Maturing
                                   ---------------------------------------------------------------------------------------------
                                             Weighted              Weighted          Weighted              Weighted
                                   Under 1    Average               Average   6-10    Average    Over 10    Average
                                     Year      Yield    1-5 Years    Yield    Years    Yield      Years      Yield        Total
                                   -------   --------   ---------  --------   -----  --------    -------   ---------     -------
                                                                     (Dollars in Thousands)
<S>                                <C>          <C>      <C>          <C>      <C>      <C>      <C>           <C>       <C>
U.S. Government and agencies .     $    --       --%     $   532      6.7%     $ --      --%     $   685        --       $   532
Mortgage-backed securities ...       6,283      2.2          691      5.1        --      --       28,661       3.1%       35,635
                                   -------      ---      -------      ---      ----     ---      -------       ---       -------
  Total ......................     $ 6,283      2.2%     $ 1,223      6.0%     $ --      --%     $28,661       3.1%      $36,167
                                   =======      ===      =======      ===      ====     ===      =======       ===       =======
</TABLE>

      Mortgage-backed securities represent a participation interest in a pool of
one- to four-family or multi-family mortgages. The mortgage originators use
intermediaries (generally U.S. Government agencies and government-sponsored
enterprises) to pool and repackage the participation interests in the form of
securities, with investors receiving the principal and interest payments on the
mortgages. Such U.S. Government agencies and government-sponsored enterprises
guarantee the payment of principal and interest to investors.

      Mortgage-backed securities are typically issued with stated principal
amounts, and the securities are backed by pools of mortgages that have loans
with interest rates that are within a range and have varying maturities. The
underlying pool of mortgages, i.e., fixed-rate or adjustable-rate, as well as
prepayment risk, are passed on to the certificate holder. The life of a
mortgage-backed pass-through security approximates the life of the underlying
mortgages.

      The mortgage-backed securities of the Association consist of Ginnie Mae
securities, Freddie Mac securities and Fannie Mae securities. Ginnie Mae is a
government agency within the Department of Housing and Urban Development which
is intended to help finance government-assisted housing programs. Ginnie Mae
securities are backed by loans insured by the

                                      -13-
<PAGE>

Federal Housing Administration, or guaranteed by the Veterans Administration.
The timely payment of principal and interest on Ginnie Mae securities is
guaranteed by Ginnie Mae and backed by the full faith and credit of the U.S.
Government. Freddie Mac is a private corporation chartered by the U.S.
Government. Freddie Mac issues participation certificates backed principally by
conventional mortgage loans. Freddie Mac guarantees the timely payment of
interest and the ultimate return of principal on participation certificates.
Fannie Mae is a private corporation chartered by the U.S. Congress with a
mandate to establish a secondary market for mortgage loans. Fannie Mae
guarantees the timely payment of principal and interest on Fannie Mae
securities. Freddie Mac and Fannie Mae securities are not backed by the full
faith and credit of the U.S. Government, but because Freddie Mac and Fannie Mae
are U.S. Government-sponsored enterprises, these securities are considered to be
among the highest quality investments with minimal credit risks.

      In addition to investments in various types of mortgage-backed securities
issued by Ginnie Mae, Fannie Mae and Freddie Mac, the Association also invests
in a mutual fund that invests primarily in adjustable rate mortgage-backed and
mortgage-related securities issued by those same entities as well as in
securities of that type issued by private companies. As of December 31, 2003,
the Association had a $6.3 million investment in this mutual fund.

      Mortgage-backed securities generally yield less than the loans which
underlie such securities because of their payment guarantees or credit
enhancements which offer nominal credit risk. In addition, mortgage-backed
securities are more liquid than individual mortgage loans and may be used to
collateralize borrowings or other obligations of the Association.

Sources of Funds

      General. Deposits are the primary source of the Association's funds for
lending and other investment purposes. In addition to deposits, principal and
interest payments on loans and investment securities are a source of funds. Loan
repayments are a relatively stable source of funds, while deposit inflows and
outflows are significantly influenced by general interest rates and money market
conditions. Borrowings may also be used on a short-term basis to compensate for
reductions in the availability of funds from other sources and on a longer-term
basis for general business purposes.

      Deposits. Deposits are attracted by the Association principally from
Webster Parish. Deposit account terms vary, with the principal differences being
the minimum balance required, the time periods the funds must remain on deposit
and the interest rate.

      The Association obtains deposits primarily from residents of Louisiana.
The Association has not solicited deposits from outside Louisiana or paid fees
to brokers to solicit funds for deposit.

      Interest rates paid, maturity terms, service fees and withdrawal penalties
are established on a periodic basis. Management determines the rates and terms
based on rates paid by competitors, the need for funds or liquidity, growth
goals and federal regulations. The Association attempts to control the flow of
deposits by pricing its accounts.

                                      -14-
<PAGE>



      The following table shows the distribution of and certain other
information relating to the Association's deposits by type as of the dates
indicated.

<TABLE>
<CAPTION>
                                                                                   December 31,
                                                               -----------------------------------------------------
                                                                        2003                           2002
                                                               -----------------------       -----------------------
                                                                            Percent of                    Percent of
                                                               Amount        Deposits        Amount        Deposits
                                                               ------       ----------       ------       ----------
                                                                               (Dollars in Thousands)
<S>                                                            <C>            <C>            <C>            <C>
      Transaction accounts:
        Demand deposits ...............................        $ 8,981         13.18%        $ 8,233         14.48%
        Savings deposits ..............................         12,268         18.01           8,969         15.77
                                                               -------        ------         -------        ------
          Total transaction accounts ..................         21,249         31.19          17,202         30.25
                                                               -------        ------         -------        ------
      Certificate accounts:
        0.00% - 1.99% .................................          9,437         13.85          12,535         22.05
        2.00% - 2.99% .................................         32,425         47.60          20,480         36.02
        3.00% - 3.99% .................................          4,757          6.98              --            --
        4.00% - 4.99% .................................            253           .37           2,499          4.40
        5.00% - 5.99% .................................             --            --           2,931          5.15
        6.00% - 6.99% .................................             --            --           1,209          2.13
        7.00% - 7.99% .................................             --            --              --            --
                                                               -------        ------         -------        ------
          Total certificate accounts ..................         46,872         68.81          39,654         69.75
                                                               -------        ------         -------        ------
          Total deposits ..............................        $68,121        100.00%        $56,856        100.00%
                                                               =======        ======         =======        ======
</TABLE>

      The following table sets forth the deposit activities of the Association
during the periods indicated.

<TABLE>
<CAPTION>
                                                                                  Year Ended December 31,
                                                                                ---------------------------
                                                                                   2003              2002
                                                                                ---------         ---------
                                                                                        (In Thousands)
<S>                                                                             <C>               <C>
         Total deposits at beginning of period ..................               $  56,856         $  46,070
         Deposits ...............................................                 167,954           128,207
         Withdrawals ............................................                (158,120)         (119,079)
                                                                                ---------         ---------
         Net deposits ...........................................                   9,834             9,128
         Interest credited ......................................                   1,431             1,658
                                                                                ---------         ---------
           Total deposits at end of period ......................               $  68,121         $  56,856
                                                                                =========         =========
</TABLE>

      The following table shows the interest rate and maturity information for
the Association's certificates of deposit at December 31, 2003.

<TABLE>
<CAPTION>
                                                       Maturity Date
                     -----------------------------------------------------------------------------------------
Interest Rate        One Year or Less     Over 1-2 Years       Over 2-3 Years      Over 3 Years       Total
-------------        ----------------     --------------       --------------      ------------     ----------
                                                      (In Thousands)
<S>                      <C>                    <C>                  <C>               <C>           <C>
0.00% - 1.99%            $  9,430               $    7               $  --             $  --         $  9,437
2.00% - 2.99%              28,496                3,788                 141                --           32,425
3.00% - 3.99%               2,809                1,948                  --                --            4,757
4.00% - 4.99%                 253                   --                   -                --              253
5.00% - 5.99%                  --                   --                  --                --               --
6.00% - 6.99%                  --                   --                  --                --               --
7.00% - 7.99%                  --                   --                  --                --               --
                         --------               ------               -----             -----         --------
  Total                  $ 40,988               $5,743               $ 141             $  --         $ 46,872
                         ========               ======               =====             =====         ========
</TABLE>


                                      -15-
<PAGE>


      As of December 31, 2003, the aggregate amount of outstanding certificates
of deposit at the Association in amounts greater than or equal to $100,000, was
approximately $11.6 million. The following table presents the maturity of these
time certificates of deposit at such dates.

<TABLE>
<CAPTION>
                                                                        December 31,
                                                                            2003
                                                                        ------------

                                                                       (In Thousands)
<S>                                                                       <C>
3 months or less .........................................                $ 1,131
Over 3 months through 6 months ...........................                  3,654
Over 6 months through 12 months ..........................                  5,227
Over 12 months ...........................................                  1,552
                                                                          -------
                                                                          $11,564
                                                                          =======
</TABLE>

      Borrowings. The Association may obtain advances from the Federal Home Loan
Bank of Dallas upon the security of the common stock it owns in that bank and
certain of its residential mortgage loans and mortgage-backed and other
investment securities, provided certain standards related to creditworthiness
have been met. These advances are made pursuant to several credit programs, each
of which has its own interest rate and range of maturities. Federal Home Loan
Bank advances are generally available to meet seasonal and other withdrawals of
deposit accounts and to permit increased lending.

      As of December 31, 2003, the Association was permitted to borrow up to an
aggregate total of $41.0 million from the Federal Home Loan Bank of Dallas. The
Association had $13.5 million and $4.0 million of Federal Home Loan Bank
advances outstanding at December 31, 2003 and December 31, 2002, respectively.

      The following table shows certain information regarding the short term
borrowings of the Association at or for the dates indicated:


<TABLE>
<CAPTION>
                                                                         At or for the Year Ended
                                                                               December 31,
                                                                        -------------------------
                                                                          2003              2002
                                                                        -------           -------
                                                                          (Dollars in Thousands)
<S>                                                                     <C>               <C>
Federal Home Loan Bank advances:
     Average balance outstanding ............................           $ 7,862           $ 4,156
     Maximum amount outstanding at any
       month-end during the period ..........................            13,500             5,000
     Balance outstanding at end of period ...................            13,500             4,000
     Average interest rate during the period ................              1.44%             2.26%
     Weighted average interest rate at end of period ........              1.17%             1.94%
</TABLE>



<PAGE>
                                      -16-








No Subsidiaries

      At December 31, 2003, the Association had no subsidiaries.

Total Employees

      The Association had 13 full-time employees and four part-time employees at
December 31, 2003. None of these employees are represented by a collective
bargaining agent, and the Association believes that it enjoys good relations
with its personnel.

Market Area

      The Association has one office located in Minden, Louisiana, which is
located approximately 31 miles from Shreveport, Louisiana. The Association's
primary market area consists of Webster Parish, Louisiana and is predominantly
rural. The economy in the Association's primary market area is fairly
diversified, with services, wholesale and retail trade, manufacturing and
government constituting the basis of the economy. The largest employer in
Webster Parish is a manufacturer of concrete modular facilities.

      The population of Webster Parish in 2000 was approximately 42,000. The
population growth rate for Webster Parish has been slightly negative since 1990.
The projected population growth rate is less than the projected rates for
Louisiana and the United States. Average household income for Webster Parish is
below Louisiana and national averages. The annual unemployment rate for Webster
Parish was 9.70% for 2003 as compared to the overall unemployment rate for the
United States for December 2003 of 5.4%.

Competition

      The Association faces significant competition both in attracting deposits
and in making loans. Its most direct competition for deposits has come
historically from commercial banks, credit unions and other savings institutions
located in its primary market area, including many large financial institutions
which have greater financial and marketing resources available to them. In
addition, the Association faces significant competition for investors' funds
from short-term money market securities, mutual funds and other corporate and
government securities. The Association does not rely upon any individual group
or entity for a material portion of its deposits. The ability of the Association
to attract and retain deposits depends on its ability to generally provide a
rate of return, liquidity and risk comparable to that offered by competing
investment opportunities.

      The Association's competition for real estate loans comes principally from
mortgage banking companies, commercial banks, other savings institutions and
credit unions. The Association competes for loan originations primarily through
the interest rates and loan fees it charges, and the efficiency and quality of
services it provides borrowers. Factors which affect competition include general
and local economic conditions, current interest rate levels and volatility in
the mortgage markets.


                                      -17-
<PAGE>


Competition may increase as a result of the continuing reduction of restrictions
on the interstate operations of financial institutions.

                                   REGULATION

      The following discussion of certain laws and regulations which are
applicable to the Company, the Association and the MHC, as well as descriptions
of laws and regulations contained elsewhere herein, summarizes the aspects of
such laws and regulations which are deemed to be material to the Company, the
Association and the MHC. However, the summary does not purport to be complete
and is qualified in its entirety by reference to applicable laws and
regulations.

Minden Bancorp, Inc.

      Holding Company Acquisitions. The Company is a savings and loan holding
company within the meaning of the Home Owners' Loan Act, as amended ("HOLA"),
and is registered with the Office of Thrift Supervision. Federal law generally
prohibits a savings and loan holding company, without prior Office of Thrift
Supervision approval, from acquiring the ownership or control of any other
savings institution or savings and loan holding company, or all, or
substantially all, of the assets or more than 5% of the voting shares thereof.
These provisions also prohibit, among other things, any director or officer of a
savings and loan holding company, or any individual who owns or controls more
than 25% of the voting shares of such holding company, from acquiring control of
any savings institution not a subsidiary of such savings and loan holding
company, unless the acquisition is approved by the Office of Thrift Supervision.

      The Office of Thrift Supervision may not approve any acquisition that
would result in a multiple savings and loan holding company controlling savings
institutions in more than one state, subject to two exceptions: (i) the approval
of interstate supervisory acquisitions by savings and loan holding companies and
(ii) the acquisition of a savings institution in another state if the laws of
the state of the target savings institution specifically permit such
acquisitions. The states vary in the extent to which they permit interstate
savings and loan holding company acquisitions.

      Holding Company Activities. The Company operates as a unitary savings and
loan holding company. Under prior law, a unitary savings and loan holding
company was not generally restricted as to the types of business activities in
which it may engage, provided it continued to be a qualified thrift lender. See
" - Minden Building and Loan Association - Qualified Thrift Lender Test." The
Gramm-Leach-Bliley Act of 1999, however, restricts unitary savings and loan
holding companies not existing or applied for before May 4, 1999 to activities
permissible for financial holding companies under the law or for multiple
savings and loan holding companies. The Company does not qualify for the
grandfather-clause exemption and is limited to the activities permissible for
financial holding companies or multiple savings and loan holding companies. A
financial holding company may engage in activities that are financial in nature,
incidental to financial activities or complementary to a financial activity. A
multiple savings and loan holding company is generally limited to activities
permissible for bank holding companies under Section 4(c)(8) of the Bank


                                      -18-
<PAGE>

Holding Company Act, subject to the prior approval of the Office of Thrift
Supervision, and certain activities authorized by Office of Thrift Supervision
regulation.

      Although savings and loan holding companies are not subject to specific
capital requirements or specific restrictions on the payment of dividends or
other capital distributions, federal regulations do prescribe such restrictions
on subsidiary savings institutions, as described below. The Association must
notify the Office of Thrift Supervision 30 days before declaring any dividend to
the Company. In addition, the financial impact of a holding company on its
subsidiary institution is a matter that is evaluated by the Office of Thrift
Supervision and the agency has authority to order cessation of activities or
divestiture of subsidiaries deemed to pose a threat to the safety and soundness
of the institution. See "- Minden Building and Loan Association - Capital
Distributions."

      Restrictions on Transactions With Affiliates. Transactions between a
savings institution and its "affiliates" are subject to quantitative and
qualitative restrictions under Sections 23A and 23B of the Federal Reserve Act
and Office of Thrift Supervision regulations. Affiliates of a savings
institution include, among other entities, the savings institution's holding
company and companies that are controlled by or under common control with the
savings institution.

      In general, the extent to which a savings institution or its subsidiaries
may engage in certain "covered transactions" with affiliates is limited to an
amount equal to 10% of the institution's capital and surplus, in the case of
covered transactions with any one affiliate, and to an amount equal to 20% of
such capital and surplus, in the case of covered transactions with all
affiliates. In addition, a savings institution and its subsidiaries may engage
in covered transactions and certain other transactions only on terms and under
circumstances that are substantially the same, or at least as favorable to the
savings institution or its subsidiary, as those prevailing at the time for
comparable transactions with nonaffiliated companies. A "covered transaction" is
defined to include a loan or extension of credit to an affiliate; a purchase of
investment securities issued by an affiliate; a purchase of assets from an
affiliate, with certain exceptions; the acceptance of securities issued by an
affiliate as collateral for a loan or extension of credit to any party; or the
issuance of a guarantee, acceptance or letter of credit on behalf of an
affiliate.

      In addition, a savings institution may not:

      o     make a loan or extension of credit to an affiliate unless the
            affiliate is engaged only in activities permissible for bank holding
            companies;

      o     purchase or invest in securities of an affiliate other than shares
            of a subsidiary;

      o     purchase a low-quality asset from an affiliate; or

      o     engage in covered transactions and certain other transactions
            between a savings institution or its subsidiaries and an affiliate
            except on terms and conditions that are consistent with safe and
            sound banking practices.

                                      -19-
<PAGE>


With certain exceptions, each loan or extension of credit by a savings
institution to an affiliate must be secured by collateral with a market value
ranging from 100% to 130% (depending on the type of collateral) of the amount of
the loan or extension of credit.

      Office of Thrift Supervision regulations generally exclude all non-bank
and non-savings institution subsidiaries of savings institutions from treatment
as affiliates, except to the extent that the Office of Thrift Supervision or the
Federal Reserve Board decides to treat such subsidiaries as affiliates. Office
of Thrift Supervision regulations also provide that certain classes of savings
institutions may be required to give the Office of Thrift Supervision prior
notice of affiliate transactions.

      Waivers of Dividends by Minden Mutual Holding Company. Office of Thrift
Supervision regulations require the MHC to notify the Office of Thrift
Supervision of any proposed waiver of its receipt of dividends from the Company.
The Office of Thrift Supervision reviews dividend waiver notices on a
case-by-case basis, and, in general, does not object to any such waiver if: (i)
the mutual holding company's board of directors determines that such waiver is
consistent with such directors' fiduciary duties to the mutual holding company's
members; (ii) for as long as the savings association subsidiary is controlled by
the mutual holding company, the dollar amount of dividends waived by the mutual
holding company are considered as a restriction to the retained earnings of the
savings association, which restriction, if material, is disclosed in the public
financial statements of the savings association as a note to the financial
statements; (iii) the amount of any dividend waived by the mutual holding
company is available for declaration as a dividend solely to the mutual holding
company, and, in accordance with Statement of Financial Accounting Standards No.
5, where the savings association determines that the payment of such dividend to
the mutual holding company is probable, an appropriate dollar amount is recorded
as a liability; and (iv) the amount of any waived dividend is considered as
having been paid by the savings association in evaluating any proposed dividend
under Office of Thrift Supervision capital distribution regulations. The MHC has
requested and received the non-objection of the Office of Thrift Supervision to
its request to waive receipt of dividends from the Company. The MHC anticipates
that it will continue to waive dividends paid by the Company. Under Office of
Thrift Supervision regulations, public stockholders would not be diluted because
of any dividends waived by the MHC (and waived dividends would not be considered
in determining an appropriate exchange ratio) in the event the MHC converts to
stock form.

      Federal Securities Laws. The Company's common stock is registered with the
SEC under the Securities Act of 1933 (the "Securities Act") and Section 12(g) of
the Securities Exchange Act of 1934 (the "Exchange Act"). The Company is subject
to the proxy and tender offer rules, insider trading reporting requirements and
restrictions, and certain other requirements under the Exchange Act. Pursuant to
Office of Thrift Supervision regulations and the plan of stock issuance, the
Company agreed to maintain such registration for a minimum of three years
following the reorganization in July 2002.


                                      -20-
<PAGE>

      The registration under the Securities Act of the Company's common stock
does not cover the resale of such shares. Shares of common stock purchased by
persons who are not the Company's affiliates may be sold without registration.
Shares purchased by the Company's affiliates will be subject to the resale
restrictions of Rule 144 under the Securities Act. If the Company meets the
current public information requirements of Rule 144 under the Securities Act,
each of the Company's affiliates who complies with the other conditions of Rule
144 would be able to sell in the public market, without registration, a number
of shares not to exceed, in any three-month period, the greater of (a) 1% of the
Company's outstanding shares or (b) the average weekly volume of trading in such
shares during the preceding four calendar weeks.

Sarbanes-Oxley Act of 2002.

      On July 30, 2002, President George W. Bush signed into law the
Sarbanes-Oxley Act of 2002, which generally establishes a comprehensive
framework to modernize and reform the oversight of public company auditing,
improve the quality and transparency of financial reporting by those companies
and strengthen the independence of auditors. Certain of the new legislation's
more significant reforms are noted below.

      o     The new legislation creates a public company accounting oversight
            board which is empowered to set auditing, quality control and ethics
            standards, to inspect registered public accounting firms, to conduct
            investigations and to take disciplinary actions, subject to SEC
            oversight and review. The new board will be funded by mandatory fees
            paid by all public companies. The new legislation also improves the
            Financial Accounting Standards Board, giving it full financial
            independence from the accounting industry.

      o     The new legislation strengthens auditor independence from corporate
            management by, among other things, limiting the scope of consulting
            services that auditors can offer their public company audit clients.

      o     The new legislation heightens the responsibility of public company
            directors and senior managers for the quality of the financial
            reporting and disclosure made by their companies. Among other
            things, the new legislation provides for a strong public company
            audit committee that will be directly responsible for the
            appointment, compensation and oversight of the work of the public
            company auditors.

      o     The new legislation contains a number of provisions to deter
            wrongdoing. CEOs and CFOs will have to certify that company
            financial statements fairly present the company's financial
            condition. If a misleading financial statement later resulted in a
            restatement, the CEO and CFO must forfeit and return to the company
            any bonus, stock or stock option compensation received in the twelve
            months following the misleading financial report. The new
            legislation also prohibits any company officer or director from
            attempting to mislead or coerce an auditor. Among other reforms,


                                      -21-
<PAGE>

            the new legislation empowers the SEC to bar certain persons from
            serving as officers or directors of a public company; prohibits
            insider trades during pension fund "blackout periods;" directs the
            SEC to adopt rules requiring attorneys to report securities law
            violations; and requires that civil penalties imposed by the SEC go
            into a disgorgement fund to benefit harmed investors.

      o     The new legislation imposes a range of new corporate disclosure
            requirements. Among other things, the new legislation requires
            public companies to report all off-balance-sheet transactions and
            conflicts, as well as to present any pro forma disclosures in a way
            that is not misleading and in accordance with requirements to be
            established by the SEC. The new legislation also accelerated the
            required reporting of insider transactions, which now generally must
            be reported by the end of the second business day following a
            covered transaction; requires that annual reports filed with the SEC
            include a statement by management asserting that it is responsible
            for creating and maintaining adequate internal controls and
            assessing the effectiveness of those controls; and requires
            companies to disclose whether or not they have adopted an ethics
            code for senior financial officers, and, if not, why not, and
            whether the audit committee includes at least one "financial
            expert," a term which is to be defined by the SEC in accordance with
            specified requirements. The new legislation also requires the SEC,
            based on certain enumerated factors, to regularly and systematically
            review corporate filings.

      o     The new legislation contains provisions which generally seek to
            limit and expose to public view possible conflicts of interest
            affecting securities analysts.

      o     Finally, the new legislation imposes a range of new criminal
            penalties for fraud and other wrongful acts, as well as extends the
            period during which certain types of lawsuits can be brought against
            a company or its insiders.

      The SEC has adopted a number of regulations implementing various of the
provisions of the Sarbanes-Oxley Act of 2002.

Minden Building and Loan Association

      General. As part of the reorganization, the Association converted from a
Louisiana- chartered mutual building and loan association to a
Louisiana-chartered stock building and loan association. The Louisiana Office of
Financial Institutions is the Association's chartering authority and the Office
of Thrift Supervision is its primary federal regulator. The Louisiana Office of
Financial Institutions and the Office of Thrift Supervision have extensive
authority over the operations of Louisiana-chartered savings institutions. As
part of this authority, Louisiana-chartered savings institutions are required to
file periodic reports with the Louisiana Office of Financial Institutions and
the Office of Thrift Supervision and are subject to periodic examinations by the
Louisiana Office of Financial Institutions, the Office of Thrift Supervision and
the Federal Deposit


                                      -22-
<PAGE>

Insurance Corporation ("FDIC"). The Association also is subject to regulation by
the FDIC and to requirements established by the Federal Reserve Board. The
investment and lending authority of savings institutions are prescribed by
federal laws and regulations, and such institutions are prohibited from engaging
in any activities not permitted by such laws and regulations. Such regulation
and supervision is primarily intended for the protection of depositors and the
Savings Association Insurance Fund ("SAIF").

      The Office of Thrift Supervision's enforcement authority over all savings
institutions and their holding companies includes, among other things, the
ability to assess civil money penalties, to issue cease and desist or removal
orders and to initiate injunctive actions. In general, these enforcement actions
may be initiated for violations of laws and regulations and unsafe or unsound
practices. Other actions or inactions may provide the basis for enforcement
action, including misleading or untimely reports filed with the Office of Thrift
Supervision.

      Insurance of Accounts. The deposits of the Association are insured to the
maximum extent permitted by the SAIF, which is administered by the FDIC, and are
backed by the full faith and credit of the U.S. Government. As insurer, the FDIC
is authorized to conduct examinations of, and to require reporting by,
FDIC-insured institutions. It also may prohibit any FDIC-insured institution
from engaging in any activity the FDIC determines by regulation or order to pose
a serious threat to the FDIC. The FDIC also has the authority to initiate
enforcement actions against savings institutions, after giving the Office of
Thrift Supervision an opportunity to take such action.

      SAIF-insured institutions are assigned to one of three capital groups
which are based solely on the level of an institution's capital-"well
capitalized," "adequately capitalized," and "undercapitalized." These capital
levels are defined in the same manner as under the prompt corrective action
system discussed below. These three groups are then divided into three subgroups
which reflect varying levels of supervisory concern, from those which are
considered to be healthy to those which are considered to be of substantial
supervisory concern. Assessment rates for insured institutions are determined
semi-annually by the FDIC and currently range from zero basis points for the
healthiest institutions to 27 basis points for the riskiest.

      In addition to the assessment for deposit insurance, institutions are
required to make payments on bonds issued in the late 1980s by the Financing
Corporation, a federal agency established to recapitalize the predecessor to the
SAIF. During 1999, payments for SAIF members approximated 6.1 basis points,
while Bank Insurance Fund members paid 1.2 basis points. Since January 1, 2000,
there has been equal sharing of Financing Corporation payments between members
of both insurance funds.

      The FDIC may terminate the deposit insurance of any insured depository
institution, including the Association, if it determines after a hearing that
the institution has engaged or is engaging in unsafe or unsound practices, is in
an unsafe or unsound condition to continue operations, or has violated any
applicable law, regulation, order or any condition imposed by an agreement with
the FDIC. It also may suspend deposit insurance temporarily during the hearing
process for the


                                      -23-
<PAGE>

permanent termination of insurance, if the institution has no tangible capital.
If insurance of accounts is terminated, the accounts at the institution at the
time of the termination, less subsequent withdrawals, shall continue to be
insured for a period of six months to two years, as determined by the FDIC.
Management is aware of no existing circumstances which would result in
termination of the Association's deposit insurance.

      Regulatory Capital Requirements. Federally insured savings institutions
are required to maintain minimum levels of regulatory capital. The Office of
Thrift Supervision has established capital standards applicable to all savings
institutions. These standards generally must be as stringent as the comparable
capital requirements imposed on national banks. The Office of Thrift Supervision
also is authorized to impose capital requirements in excess of these standards
on individual institutions on a case-by-case basis.

      Current Office of Thrift Supervision capital standards require savings
institutions to satisfy three different capital requirements:

      o     "tangible" capital equal to at least 1.5% of adjusted total assets,

      o     "core" capital equal to at least 3.0% of adjusted total assets, and

      o     "total" capital (a combination of core and "supplementary" capital)
            equal to at least 8.0% of "risk-weighted" assets.

      Core capital generally consists of common stockholders' equity (including
retained earnings). Tangible capital generally equals core capital minus
intangible assets, with only a limited exception for purchased mortgage
servicing rights. The Association had no intangible assets at December 31, 2003.
Both core and tangible capital are further reduced by an amount equal to a
savings institution's debt and equity investments in subsidiaries engaged in
activities not permissible to national banks (other than subsidiaries engaged in
activities undertaken as agent for customers or in mortgage banking activities
and subsidiary depository institutions or their holding companies). These
adjustments do not affect the Association's regulatory capital.

      In determining compliance with the risk-based capital requirement, a
savings institution is allowed to include both core capital and supplementary
capital in its total capital, provided that the amount of supplementary capital
included does not exceed the savings institution's core capital. Supplementary
capital generally consists of general allowances for loan losses up to a maximum
of 1.25% of risk-weighted assets, together with certain other items. In
determining the required amount of risk-based capital, total assets, including
certain off-balance sheet items, are multiplied by a risk weight based on the
risks inherent in the type of assets. The risk weights range from 0% for cash
and securities issued by the U.S. Government or unconditionally backed by the
full faith and credit of the U.S. Government to 100% for loans (other than
qualifying residential loans weighted at 80%) and repossessed assets.


                                      -24-
<PAGE>

      Savings institutions must value securities available for sale at amortized
cost for regulatory capital purposes. This means that in computing regulatory
capital, savings institutions should add back any unrealized losses and deduct
any unrealized gains, net of income taxes, on debt securities reported as a
separate component of GAAP capital.

      At December 31, 2003, the Association exceeded all of its regulatory
capital requirements, with tangible, core and total risk-based capital ratios of
17.47%, 17.47% and 37.43%, respectively.

      Any savings institution that fails any of the capital requirements is
subject to possible enforcement actions by the Office of Thrift Supervision or
the FDIC. Such actions could include a capital directive, a cease and desist
order, civil money penalties, the establishment of restrictions on the
institution's operations, termination of federal deposit insurance and the
appointment of a conservator or receiver. The Office of Thrift Supervision's
capital regulation provides that such actions, through enforcement proceedings
or otherwise, could require one or more of a variety of corrective actions.

      Prompt Corrective Action. The following table shows the amount of capital
associated with the different capital categories set forth in the prompt
corrective action regulations.

<TABLE>
<CAPTION>
                                                        Total                    Tier 1                  Tier 1
         Capital Category                        Risk-Based Capital        Risk-Based Capital       Leverage Capital
-------------------------------                  ------------------        ------------------       ----------------
<S>                                                 <C>                       <C>                     <C>
Well capitalized                                     10% or more               6% or more              5% or more

Adequately capitalized                               8% or more                4% or more              4% or more

Undercapitalized                                    Less than 8%              Less than 4%            Less than 4%

Significantly undercapitalized                      Less than 6%              Less than 3%            Less than 3%
</TABLE>

      In addition, an institution is "critically undercapitalized" if it has a
ratio of tangible equity to total assets that is equal to or less than 2.0%.
Under specified circumstances, a federal banking agency may reclassify a well
capitalized institution as adequately capitalized and may require an adequately
capitalized institution or an undercapitalized institution to comply with
supervisory actions as if it were in the next lower category (except that the
FDIC may not reclassify a significantly undercapitalized institution as
critically undercapitalized).

      An institution generally must file a written capital restoration plan
which meets specified requirements within 45 days of the date that the
institution receives notice or is deemed to have notice that it is
undercapitalized, significantly undercapitalized or critically undercapitalized.
A federal banking agency must provide the institution with written notice of
approval or disapproval within 60 days after receiving a capital restoration
plan, subject to extensions by the agency. An institution which is required to
submit a capital restoration plan must concurrently submit a performance
guaranty by each company that controls the institution. In addition,
undercapitalized


                                      -25-
<PAGE>

institutions are subject to various regulatory restrictions, and the appropriate
federal banking agency also may take any number of discretionary supervisory
actions.

      At December 31, 2003, the Association was deemed a well capitalized
institution for purposes of the above regulations and as such is not subject to
the above mentioned restrictions.

      Safety and Soundness Guidelines. The Office of Thrift Supervision and the
other federal banking agencies have established guidelines for safety and
soundness, addressing operational and managerial standards, as well as
compensation matters for insured financial institutions. Institutions failing to
meet these standards are required to submit compliance plans to their
appropriate federal regulators. The Office of Thrift Supervision and the other
agencies have also established guidelines regarding asset quality and earnings
standards for insured institutions. The Association believes that it is in
compliance with these guidelines and standards.

      Liquidity. All savings institutions are required to maintain a sufficient
amount of liquid assets to ensure their safe and sound operation.

      Capital Distributions. Office of Thrift Supervision regulations govern
capital distributions by savings institutions, which include cash dividends,
stock repurchases and other transactions charged to the capital account of a
savings institution to make capital distributions. A savings institution must
file an application for Office of Thrift Supervision approval of the capital
distribution if either (1) the total capital distributions for the applicable
calendar year exceed the sum of the institution's net income for that year to
date plus the institution's retained net income for the preceding two years, (2)
the institution would not be at least adequately capitalized following the
distribution, (3) the distribution would violate any applicable statute,
regulation, agreement or Office of Thrift Supervision-imposed condition, or (4)
the institution is not eligible for expedited treatment of its filings. If an
application is not required to be filed, savings institutions which are a
subsidiary of a holding company (as well as certain other institutions) must
still file a notice with the Office of Thrift Supervision at least 30 days
before the board of directors declares a dividend or approves a capital
distribution.

      Community Reinvestment Act and the Fair Lending Laws. Savings institutions
have a responsibility under the Community Reinvestment Act of 1977 ("CRA") and
related regulations of the Office of Thrift Supervision to help meet the credit
needs of their communities, including low- and moderate-income neighborhoods. In
addition, the Equal Credit Opportunity Act and the Fair Housing Act (together,
the "Fair Lending Laws") prohibit lenders from discriminating in their lending
practices on the basis of characteristics specified in those statutes. An
institution's failure to comply with the provisions of CRA could, at a minimum,
result in regulatory restrictions on its activities. Failure to comply with the
Fair Lending Laws could result in enforcement actions by the Office of Thrift
Supervision, as well as other federal regulatory agencies and the Department of
Justice.


                                      -26-
<PAGE>

      Qualified Thrift Lender Test. All savings institutions are required to
meet a qualified thrift lender, or QTL, test to avoid certain restrictions on
their operations. A savings institution can comply with the QTL test by either
qualifying as a domestic building and loan association as defined in the
Internal Revenue Code or meeting the second prong of the QTL test set forth in
the HOLA, as described below. A savings institution that does not meet the QTL
test must either convert to a bank charter or comply with the following
restrictions on its operations:

      o     the institution may not engage in any new activity or make any new
            investment, unless such activity or investment is permissible for a
            national bank;

      o     the branching powers of the institution shall be restricted to those
            of a national bank;

      o     the institution shall not be eligible to obtain any new advances
            from its FHLB, other than special liquidity advances with the
            approval of the Office of Thrift Supervision; and

      o     payment of dividends by the institution shall be subject to the
            rules regarding payment of dividends by a national bank.

Upon the expiration of three years from the date the savings institution ceases
to be a QTL, it must cease any activity and not retain any investment not
permissible for a national bank and immediately repay any outstanding FHLB
advances (subject to safety and soundness considerations).

      Currently, the prong of the QTL test that is not based on the Internal
Revenue Code requires that 65% of an institution's "portfolio assets" (as
defined) consist of certain housing and consumer-related assets on a monthly
average basis in nine out of every 12 months. Assets that qualify without limit
for inclusion as part of the 65% requirement include:

      o     loans made to purchase, refinance, construct, improve or repair
            domestic residential housing;

      o     home equity loans;

      o     most mortgage-backed securities;

      o     stock issued by one of the 12 Federal Home Loan Banks; and

      o     direct or indirect obligations of the FDIC.

In addition, the following assets, among others, may be included in meeting the
test subject to an overall limit of 20% of the savings institution's portfolio
assets: 50% of residential mortgage loans originated and sold within 90 days of
origination; 100% of consumer loans (limited to 10% of total portfolio assets);
and stock issued by Freddie Mac or Fannie Mae. Portfolio assets consist of total


                                      -27-
<PAGE>


assets minus the sum of (1) goodwill and other intangible assets, (2) property
used by the savings institution to conduct its business, and (3) liquid assets
up to 20% of the institution's total assets. At December 31, 2003, the qualified
thrift investments of the Association were approximately 77.52% of its portfolio
assets.

      Federal Home Loan Bank System. The Association is a member of the FHLB of
Dallas, which is one of 12 regional FHLBs that administers the home financing
credit function of savings institutions. Each FHLB serves as a reserve or
central bank for its members within its assigned region. It is funded primarily
from proceeds derived from the sale of consolidated obligations of the FHLB
System. It makes loans to members (i.e., advances) in accordance with policies
and procedures established by the Board of Directors of the FHLB. At December
31, 2003, the Association had $13.5 million of FHLB advances.

      As a member, the Association is required to purchase and maintain stock in
the FHLB of Dallas in an amount equal to at least 1% of its aggregate unpaid
residential mortgage loans or similar obligations at the beginning of each year.
At December 31, 2003, the Association had $779,000 in FHLB stock, which was in
compliance with this requirement.

      The FHLBs are required to provide funds for the resolution of troubled
savings institutions and to contribute to affordable housing programs through
direct loans or interest subsidies on advances targeted for community investment
and low- and moderate-income housing projects. These contributions have
adversely affected the level of FHLB dividends paid in the past and could do so
in the future. These contributions also could have an adverse effect on the
value of FHLB stock in the future.

      Federal Reserve System. The Federal Reserve Board requires all depository
institutions to maintain reserves against their transaction accounts (primarily
NOW and Super NOW checking accounts) and non-personal time deposits. Because
required reserves must be maintained in the form of vault cash or a
noninterest-bearing account at a Federal Reserve Bank, the effect of this
reserve requirement is to reduce an institution's earning assets.

      Louisiana Regulation. As a Louisiana-chartered building and loan
association, the Association also is subject to regulation and supervision by
the Louisiana Office of Financial Institutions. The Association is required to
file periodic reports with and is subject to periodic examinations at least once
every four years by the Louisiana Office of Financial Institutions. In addition,
the Association is required by Louisiana law and regulations to comply with
certain reserve and capital requirements. At December 31, 2003, the Association
was in compliance with all applicable reserve and capital requirements.

      Louisiana law and regulations also restrict the lending and investment
authority of Louisiana- chartered savings institutions. Such laws and
regulations restrict the amount a Louisiana-chartered building and loan
association can lend to any one borrower to an amount which, in the aggregate,
does not exceed the lesser of (i) 10% of the association's savings deposits or
(ii) the sum of the


                                      -28-
<PAGE>
association's paid-in capital, surplus, reserves for losses, and undivided
profits. Federal regulations, however, impose more restrictive limitations on
loans to one borrower. See "Business - Lending Activities." Notwithstanding the
foregoing, Louisiana and federal law permits any such association to lend to any
one borrower an aggregate amount of at least $500,000.

      In addition, Louisiana law restricts the ability of Louisiana-chartered
building and loan associations to invest in, among other things, (i) commercial
real estate loans (including commercial construction real estate loans) up to
40% of total assets; (ii) real estate investments for other than the
association's offices up to 10% of total assets; (iii) consumer loans,
commercial paper and corporate debt securities up to 30% of total assets; (iv)
commercial, corporate, business or agricultural loans up to 10% of total assets;
(v) tangible movable property, or leases thereon, up to 10% of total assets; and
(v) capital stock, obligations and other securities of service organizations up
to 10% of total assets. Louisiana law also sets forth maximum loan-to-value
ratios with respect to various types of loans. Applicable federal regulations
impose more restrictive limitations in certain instances. See "Business -
Lending Activities."

      The investment authority of Louisiana-chartered building and loan
associations is broader in many respects than that of federally chartered
savings associations. However, state-chartered savings associations, such as the
Association, are generally prohibited from acquiring or retaining any equity
investment, other than certain investments in service corporations, of a type or
in an amount that is not permitted for a federally chartered savings
association. This prohibition applies to equity investments in real estate,
investments in equity securities and any other investment or transaction that is
in substance an equity investment, even if the transaction is nominally a loan
or other permissible transaction. At December 31, 2003, the Association was in
compliance with such provisions.

      Furthermore, state-chartered savings associations may not engage as
principal in any activity not permitted for federal associations unless the FDIC
has determined that such activity would pose no significant risk to the affected
deposit insurance fund and the association is in compliance with the fully
phased-in capital standards prescribed under federal regulations. When certain
activities are permissible for a federal association, the state association may
engage in the activity in a higher amount if the FDIC has not determined that
such activity would pose a significant risk of loss to the affected deposit
insurance fund and the association meets the fully phased-in capital
requirements. This increased investment authority does not apply to investments
in nonresidential real estate loans. At December 31, 2003, the Association had
no investments which were affected by the foregoing limitations.

      Under Louisiana law, a Louisiana-chartered building and loan association
may establish or maintain a branch office anywhere in Louisiana with prior
regulatory approval. In addition, an out- of-state building and loan association
or holding company may acquire a Louisiana-chartered building and loan
association or holding company if the Louisiana Office of Financial Institutions
determines that the laws of such other state permit a Louisiana-chartered
building and loan association or holding company to acquire a building and loan
association or holding company in


                                      -29-
<PAGE>

such other state. Any such acquisition would require the out-of-state entity to
apply to the Louisiana Office of Financial Institutions and receive approval
from the Louisiana Office of Financial Institutions.

Minden Mutual Holding Company

      The MHC is a federal mutual holding company within the meaning of Section
10(o) of the HOLA. As such, the MHC is registered with and subject to Office of
Thrift Supervision examination and supervision as well as certain reporting
requirements. In addition, the Office of Thrift Supervision has enforcement
authority over the MHC and its non-savings bank subsidiaries, if any. Among
other things, this authority permits the Office of Thrift Supervision to
restrict or prohibit activities that are determined to be a serious risk to the
financial safety, soundness or stability of a subsidiary savings bank. The MHC
is subject to the same activities limitations to which the Company is subject.
See " - Minden Bancorp, Inc."

                                    TAXATION

Federal Taxation

      General. The Company and the Association are subject to the corporate tax
provisions of the Internal Revenue Code, and the Association is subject to
certain additional provisions which apply to thrift and other types of financial
institutions. The following discussion of federal taxation is intended only to
summarize certain pertinent federal income tax matters relevant to the taxation
of the Company and the Association and is not a comprehensive discussion of the
tax rules applicable to the Company and the Association.

      Fiscal Year. The Association currently reports its income and expenses on
the accrual method of accounting and uses a tax year ending December 31 for
filing its federal income tax returns.

      Bad Debt Reserves. In August 1997, legislation was enacted that repealed
the reserve method of accounting (including the percentage of taxable income
method) previously used by many savings institutions to calculate their bad debt
reserve for federal income tax purposes. Savings institutions with $500 million
or less in assets may, however, continue to use the experience method. The
Association must recapture that portion of its reserve which exceeds the amount
that could have been taken under the experience method for post-1987 tax years.
At December 31, 2003, the Association did not have any post-1987 excess
reserves. The legislation also requires savings institutions to account for bad
debts for federal income tax purposes on the same basis as commercial banks for
tax years beginning after December 31, 1995. This change in accounting method
and recapture of excess bad debt reserves is adequately provided for in the
Association's deferred tax liability.



                                      -30-
<PAGE>

      At December 31, 2003, the federal income tax reserves of the Association
included $1.3 million for which no federal income tax has been provided. Because
of these federal income tax reserves, the retained earnings of the Association
are substantially restricted.

      Distributions. If the Association were to distribute cash or property to
its stockholders, and the distribution was treated as being from its accumulated
bad debt reserves, the distribution would cause the Association to have
additional taxable income. A distribution is from accumulated bad debt reserves
if (a) the reserves exceed the amount that would have been accumulated on the
basis of actual loss experience, and (b) the distribution is a "non-qualified
distribution." A distribution with respect to stock is a non-qualified
distribution to the extent that, for federal income tax purposes,

      o     it is in redemption of shares,

      o     it is pursuant to a liquidation of the institution, or

      o     in the case of a current distribution, together with all other such
            distributions during the taxable year, it exceeds the institution's
            current and post-1951 accumulated earnings and profits.

The amount of additional taxable income created by a non-qualified distribution
is an amount that when reduced by the tax attributable to it is equal to the
amount of the distribution.

      Minimum Tax. The Internal Revenue Code imposes an alternative minimum tax
at a rate of 20%. The alternative minimum tax generally applies to a base of
regular taxable income plus certain tax preferences ("alternative minimum
taxable income" or "AMTI") and is payable to the extent such AMTI is in excess
of an exemption amount. Tax preference items include the following:

      o     depreciation, and

      o     75% of the excess (if any) of

            (1)   adjusted current earnings as defined in the Internal Revenue
                  Code, over

            (2)   AMTI determined without regard to this preference and prior to
                  reduction by net operating losses.

      Capital Gains and Corporate Dividends-Received Deduction. Corporate net
capital gains are taxed at a maximum rate of 35%. Corporations which own 20% or
more of the stock of a corporation distributing a dividend may deduct 80% of the
dividends received. Corporations which own less than 20% of the stock of a
corporation distributing a dividend may deduct 70% of the dividends received.
However, a corporation that receives dividends from a member of the same
affiliated group of corporations may deduct 100% of the dividends received.



                                      -31-
<PAGE>
      Other Matters. Federal legislation is introduced from time to time that
would limit the ability of individuals to deduct interest paid on mortgage
loans. Individuals are currently not permitted to deduct interest on consumer
loans. Significant increases in tax rates or further restrictions on the
deductibility of mortgage interest could adversely affect the Association.

      The Association's federal income tax returns for the tax years ended 2003,
2002 and 2001 are open under the statute of limitations and are subject to
review by the IRS. The Association has not been audited by the Internal Revenue
Service during the last five years.

State Taxation

      The Company is subject to the Louisiana Corporation Income Tax based on
the Company's Louisiana taxable income. The Corporation Income Tax applies at
graduated rates from 4% upon the first $25,000 of Louisiana taxable income to 8%
on all Louisiana taxable income in excess of $200,000. For these purposes,
"Louisiana taxable income" means net income which is earned by the Company
within or derived from sources within the State of Louisiana, after adjustments
permitted under Louisiana law, including a federal income tax deduction. In
addition, the Association is subject to the Louisiana Shares Tax which is
imposed on the assessed value of a company's stock. The formula for deriving the
assessed value is to calculate 15% of the sum of:

      (a)   20% of the company's capitalized earnings, plus

      (b)   80% of the company's taxable stockholders' equity, minus

      (c)   50% of the company's real and personal property assessment.

Various items may also be subtracted in calculating a company's capitalized
earnings. The Company paid $90,000 in Louisiana Shares Tax for the year ended
December 31, 2003.


                                      -32-
<PAGE>

Item 2. Description of Property.

Properties

      At December 31, 2003, the Association conducted its business from its
headquarters office located in Minden, Louisiana.

      The following table sets forth certain information relating to the
Association's offices at December 31, 2003.

<TABLE>
<CAPTION>
                                              Lease           Net Book Value of
                              Owned or      Expiration            Property at           Deposits at
Location                       Leased          Date           December 31, 2003      December 31, 2003
--------                      --------      ----------        -----------------      -----------------
                                                                           (In Thousands)
<C>                            <C>             <C>                 <C>                    <C>
415 Main Street                Owned           NA                  $1,867                 $68,320
Minden, Louisiana
Parking Lot                    Owned           NA                  $  240                 $    --
</TABLE>

Item 3. Legal Proceedings.

      The Company and the Association are not involved in any pending legal
proceedings other than nonmaterial legal proceedings occurring in the ordinary
course of business which, in the opinion of management, will not have a material
adverse affect on the consolidated financial conditions and results of
operations of the Company.

Item 4. Submission of Matters to a Vote of Security Holders.

      Not applicable

                                     PART II

Item 5. Market for Common Equity, Related Stockholder Matters, and Small
Business Issuer Purchases of Equity Securities.

      The information required herein is incorporated by reference from page 3
of the Company's 2003 Annual Report to Stockholders filed as Exhibit 13 hereto
("2003 Annual Report"). Information with respect to the Company's repurchase of
its equity securities is not applicable.

Item 6. Management's Discussion and Analysis or Plan of Operation.

      The information required herein is incorporated by reference from pages 6
to 18 of the 2003 Annual Report.


                                      -33-
<PAGE>

Item 7. Financial Statements.

      The information required herein is incorporated by reference from pages 19
to 39 of the 2003 Annual Report.

Item 8. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.

      Not applicable

Item 8 A. Controls and Procedures.

      Our management evaluated, with the participation of our Chief Executive
Officer and Chief Financial Officer, the effectiveness of our disclosure
controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the
Securities Exchange Act of 1934) as of the end of the period covered by this
report. Based on such evaluation, our Chief Executive Officer and Chief
Financial Officer have concluded that our disclosure controls and procedures are
designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods specified
in the SEC's rules and regulations and are operating in an effective manner.

                                    PART III

Item 9. Directors and Executive Officers of the Registrant.

      The information required herein is incorporated by reference to "Election
of Directors'," "Executive Officers Who Are Not Directors'" and "Compliance with
Section 16 (a) of the 1934 Act" in the definitive proxy statement of the Company
for the Annual Meeting of Stockholders which as of the date hereof is expected
to be held on May 13, 2004, which will be filed with the SEC prior to April 29,
2004 ("Proxy Statement").

      The Company is in the process of preparing a Code of Ethics that applies
to its principal executive officer and principal financial officer, as well as
other officers, employees and directors of the Company and the Association. The
Company currently expects to adopt the Code of Ethics in March 2004. A copy of
the Code of Ethics, once adopted, will be available on the Company's website at
www.mblminden.com.


                                      -34-
<PAGE>

Item 10. Executive Compensation.

      The information required herein is incorporated by reference to
"Management Compensation" in the Proxy Statement. The report of the Audit
Committee included in the Proxy Statement should not be deemed filed or
incorporated by reference into this filing or any other filing by the Company
under the Securities Exchange Act of 1934 or Securities Act of 1933 except to
the extent the Company specifically incorporates said report herein or therein
by reference thereto.

Item 11. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.

      The information required herein is incorporated by reference to
"Beneficial Ownership of Common Stock by Certain Beneficial Owners and
Management" in the Proxy Statement.

      The following table provides information as of December 31, 2003 with
respect to shares of Common Stock that may be issued under the Company's
existing equity compensation plans which include the 2003 Stock Option Plan and
the 2003 Recognition and Retention Plan and Trust Agreement (collectively, the
"Plans"). Each of the Plans has been approved by the Company's stockholders.

<TABLE>
<CAPTION>
                                                                                                 Number of securities
                                    Number of securities to                                     remaining available for
                                    be issued upon exercise          Weighted-average            future issuance under
                                    of outstanding options,         exercise price of          equity compensation plans
                                            warrants               outstanding options,          (excluding securities
                                           and rights              warrants and rights         reflected in column (a))
Plan Category                                 (a)                          (b)                            (c)
---------------------               -----------------------         -----------------          -------------------------
<S>                                         <C>                         <C>                              <C>
Equity compensation                         68,239(1)                   $15.375(1)                       23,409(1)
plans approved by
security holders

Equity compensation                              0                           NA                               0
plans not approved by                       ------                      -------                          ------
security holders(4)

Total                                       68,239                      $15.375                          23,409
                                            ======                      =======                          ======
</TABLE>

----------
(1)   Included in such number are 18,354 shares which are subject to restricted
      stock grants which were not vested as of December 31, 2003. The weighted
      average exercise price excludes restricted stock grants.


                                      -35-
<PAGE>

Item 12. Certain Relationships and Related Transactions.

      The information required herein is incorporated by reference to
"Management Compensation- Transactions with Certain Related Persons" in the
Proxy Statement.

Item 13. Exhibits, List and Reports on Form 8-K.

      (a) The following documents are filed as part of this report and are
incorporated herein by reference from the Company's 2003 Annual Report:

            Report of Independent Certified Public Accountants.

            Consolidated Statements of Financial Condition as of December 31,
            2003 and 2002.

            Consolidated Statements of Earnings for the Years Ended December 31,
            2003 and 2002.

            Consolidated Statements of Shareholders' Equity for the Year Ended
            December 31, 2003 and 2002.

            Consolidated Statements of Cash Flows for the Year Ended December
            31, 2003 and 2002.

            Notes to Consolidated Financial Statements.


                                      -36-
<PAGE>

      The following exhibits are filed as part of the Form 10-KSB, and this list
      includes the Exhibit Index:

   No.      Exhibits
--------    --------------------------------------------------------------------

   3.1      Federal Stock Charter of Minden Bancorp, Inc.*

   3.2      Bylaws of Minden Bancorp, Inc.*

   4        Form of Stock Certificate of Minden Bancorp, Inc.*

   10       2003 Stock Option Plan**

   10       2003 Recognition and Retention Plan and Trust Agreement**

   13       Annual Report to Stockholders

   21       List of Subsidiaries (See "Item I. Business - No Subsidiaries" in
            this Form 10-KSB)

   31.1     Certification pursuant to Rule 13a-14 of the Securities Exchange Act
            of 1934, as amended, as adopted pursuant to Section 302 of the
            Sarbanes-Oxley Act of 2002.

   31.2     Certification pursuant to Rule 13a-14 of the Securities Exchange Act
            of 1934, as amended, as adopted pursuant to Section 302 of the
            Sarbanes-Oxley Act of 2002.

   32.1     Certification pursuant to 18 U.S.C. Section 1350, as adopted
            pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

   32.2     Certification pursuant to 18 U.S.C. Section 1350, as adopted
            pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

----------

      *     Incorporated herein by reference from the Company's Registration
            Statement on Form SB-2 filed with the SEC on March 21, 2002
            (Registration No. 333-84706).

      **    Incorporated by reference from the Company's definitive proxy
            statement filed by the Company with the SEC on April 22, 2003.

      (b)   Reports filed on Form 8-K.

            The following Current Reports on Form 8-K were filed during the
quarter ended December 31, 2003.

Date                    Item and Description

October 14, 2003        9- On October 14, 2003, the Company issued a press
                        release announcing the declaration of its third
                        quarterly dividend.

November 3, 2003        12- On November 3, 2003, the Company issued a press
                        release reporting its earnings for the quarter and nine
                        months ended September 30, 2003.

November 17, 2003       9 - On November 17, 2003, the Company issued a press
                        release announcing the appointment of a new director.

                                      -37-
<PAGE>


Item 14. Principal Accountant Fees and Services

      The information required herein is incorporated by reference to
"Ratification of Appointment of Auditors" in the Proxy Statement.


                                      -38-
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                       MINDEN BANCORP, INC.


                                       By: /s/ A. David Evans
                                           -------------------------------------
                                           A. David Evans
                                           President and Chief Executive Officer

                                       Date: March 30, 2004

      Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.

           Name                          Title                         Date
           ----                          -----                         ----

/s/ A. David Evans            Director, President and Chief       March 30, 2004
------------------------      Executive Officer
A. David Evans

/s/ Russell A. Adams          Director                            March 30, 2004
------------------------
Russell A. Adams

/s/ John B. Benton, Jr.       Director                            March 30, 2004
------------------------
John B. Benton, Jr.

/s/ John P. Collins           Director                            March 30, 2004
------------------------
John P. Collins

/s/ Michael S. Harper         Director                            March 30, 2004
---------------------
Michael S. Harper

/s/ A. Loye Jones             Director                            March 30, 2004
------------------------
A. Loye Jones

/s/ F. Dare Lott, Jr.         Director                            March 30, 2004
------------------------
F. Dare Lott, Jr.

/s/ Michael W. Wise           Director                            March 30, 2004
------------------------
Michael W. Wise

                                      -39-
<PAGE>

           Name                          Title                         Date
           ----                          -----                         ----


/s/ R. E. Woodard, III        Director                            March 30, 2004
------------------------
R. E. Woodard, III

/s/ Becky T. Harrell          Chief Financial Officer and         March 30, 2004
------------------------      Chief Accounting Officer
Becky T. Harrell


                                      -40-