Exhibit 13

                              MINDEN BANCORP, INC.

                               2005 ANNUAL REPORT

                                 TO STOCKHOLDERS

<PAGE>

                                TABLE OF CONTENTS
================================================================================

<TABLE>
<CAPTION>
                                                                                             Page
<S>                                                                                          <C>
President's Letter to Stockholders.............................................................1
Business of Minden Bancorp, Inc................................................................2
Market Price of Minden Bancorp Common Shares and Related Stock Matters.........................3
Selected Consolidated Financial and Other Data.................................................4
Management's Discussion and Analysis of Financial Condition and Results of Operations......... 6
Report of Independent Public Accounting Firm..................................................18
Consolidated Statements of Balance Sheets.....................................................19
Consolidated Statements of Income.............................................................21
Consolidated Statements of Stockholders' Equity...............................................22
Consolidated Statements of Cash Flows.........................................................23
Notes to Consolidated Financial Statements....................................................25
Directors and Executive Officers..............................................................38
Banking Locations and Stockholder Information.................................................39
</TABLE>


                                        i
<PAGE>

                       PRESIDENT'S LETTER TO STOCKHOLDERS
================================================================================

         On behalf of your board of directors, senior management, and all of the
Minden Bancorp, Inc. staff, it is our pleasure to deliver our fourth annual
report that details the Company's performance in 2005.

      In May of this  year,  Minden  will  begin  its 97th  consecutive  year of
providing  financial services to the city of Minden and neighboring  communities
in  northwestern  Louisiana.  The  completion  of  our  mutual  holding  company
reorganization  and stock  offering  in 2002 which  raised net  proceeds of $5.4
million  positioned  our bank to expand the services it offered and provide more
convenience to our  customers.  The 12.85 acre site we purchased in late 2004 to
build our second  full  service  office has been  partially  developed  with the
addition of a new street and appropriate  infrastructure work in preparation for
the  construction of our new building.  Work has finally begun and the projected
completion  date is December  2006.  The board has put together a strong team to
build the new office. We believe that architectural group, the local contractor,
and the civil engineer are among the best in the business. This new state of the
art building  which will be located at 100 MBL Bank Drive will serve as the main
office of the bank while the  present  location at 415 Main Street will become a
full service  branch.  With this addition,  Minden will offer nine drive through
teller lanes, seven inside teller stations,  and three 24-hour ATM cash machines
at the two locations. The new office will provide the most current,  convenient,
and comfortable approach to banking in our communities.

      Our commitment to repurchase our stock remains strong.  Currently,  we are
in our third  repurchase  program,  having  purchased 39,278 shares in our first
repurchase  program and 31,000 shares in the second repurchase  program.  By the
end of December 2005, we had repurchased approximately 5,711 shares in our third
program at a average  cost of $20.18 per share.  We will  continue  to  evaluate
strategies to enhance stockholder value.

      Our financial performance continued to be strong in 2005. While net income
decreased  slightly  by $12,000 as  compared  to 2004,  the $1.4  million of net
income stands out as one of our best  performances  during the past three years.
The decrease was primarily the result of an increase in operating  expenses that
offset the growth in the net interest income. Our assets grew to $111.3 million,
a 3.84%  increase from total assets of $107.2  million at December 31, 2004, due
primarily to a $7.5 million increase in our net loan portfolio.

      The year 2006 promises to be both an exciting and a  challenging  year for
us. Our board,  senior  management,  and staff are ready for the  potential  and
opportunity.  We will  continue to build upon the  momentum to further  position
ourselves to leverage Minden's strengths,  seize new opportunities for increased
profitability, and build upon our growing franchise value.

      Thank you for the trust you have placed in us.

                                          /s/ A. David Evans
                                          A. David Evans
                                          President and Chief Executive Officer

<PAGE>

                        BUSINESS OF MINDEN BANCORP, INC.
================================================================================

      Minden  Bancorp,  Inc.,  a federal  corporation  ("Minden  Bancorp" or the
"Company),  is a unitary  savings and loan holding company which owns all of the
outstanding  shares of  common  stock of Minden  Building  and Loan  Association
("Minden"  or the  "Association"),  a  Louisiana-  chartered  building  and loan
association.

      Founded in 1910, Minden is a community and customer oriented stock savings
association  that  conducts  business out of its main office  located in Minden,
Louisiana.   The  Association's  business  consists  principally  of  attracting
deposits   from  the  general   public  and  using  those  funds  to   originate
one-to-four-family  residential loans,  commercial real estate loans, commercial
business loans and consumer loans.  Minden's  profitability depends primarily on
its net interest income,  which is the difference between the income it receives
on loans and other assets and its cost of funds,  which consists of the interest
paid on deposits and  borrowings.  At December  31, 2005,  the Company had total
assets of $111.3 million,  liabilities of $92.3 million,  including  deposits of
$70.8 million, and total stockholders' equity of $19.0 million.

      In  December  2001,  the Board of  Directors  of Minden  adopted a Plan of
Reorganization  pursuant to which the  Association  converted  to stock form and
became  a  wholly  owned  subsidiary  of the  Company.  In  connection  with the
reorganization,  the Company became a majority owned (55%)  subsidiary of Minden
Mutual Holding Company.  The reorganization was consummated on July 2, 2002. The
activities  of the Company to date have been  limited  primarily  to holding the
stock of Minden.

      The Company is subject to regulation,  supervision  and examination by the
Office of Thrift Supervision of the U.S.  Department of Treasury (the "OTS"). As
a  Louisiana-chartered   institution,  Minden  is  subject  to  the  regulation,
supervision and examination of the Louisiana Office of Financial Institutions as
well as to the jurisdiction of the OTS as its primary federal  regulator and the
Federal Deposit  Insurance  Corporation  ("FDIC),  which administers the Savings
Association Insurance Fund. The FDIC insures deposits in Minden up to applicable
limits.


                                       2
<PAGE>

                         MARKET PRICE OF MINDEN BANCORP
                  COMMON SHARES AND RELATED STOCKHOLDER MATTERS
================================================================================

      Minden  Bancorp's  common shares have been listed on the  Over-the-Counter
Electronic Bulletin Board since July 2, 2002, under the symbol "MDNB." Presented
below are the high and low quarterly  trading prices for Minden Bancorp's common
shares for the period from January 1, 2004 to December 31, 2005.  Such prices do
not include  retail  financial  markups,  markdowns or  commissions  and may not
represent actual transactions.

                          2005                        High       Low
              -------------------------------        ------     ------
              Quarter ended:
                 March 31, 2005                      $22.00     $19.00
                 June 30, 2005                       $20.50     $19.00
                 September 30, 2005                  $21.00     $20.05
                 December 31, 2005                   $21.00     $20.30
              ---------------------------------------------------------

                          2004                        High        Low
              -------------------------------        ------     ------
              Quarter ended:
                 March 31, 2004                      $23.00     $18.00
                 June 30, 2004                       $23.25     $19.50
                 September 30, 2004                  $20.00     $19.00
                 December 31, 2004                   $21.10     $19.35
              ---------------------------------------------------------

      As of February  28,  2006,  Minden  Bancorp had  1,378,761  common  shares
outstanding  held of record by  approximately  220  stockholders.  The number of
stockholders  does not reflect  the number of persons or  entities  who may hold
stock in nominee or "street" name through brokerage firms or others. The Company
paid dividends $0.07 per share as of record date January 25, 2005, and $0.08 per
share as of record dates April 26, 2005, July 26, 2005, and October 26, 2005 for
a total of $0.31 per share  for the year  ended  December  31,  2005.  Dividends
totaled $0.26 per share for the year ended December 31, 2004.


                                       3
<PAGE>

                 SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA
================================================================================

      Selected  consolidated  financial  and other  data does not  purport to be
complete and is  qualified  in its  entirety by  reference to the more  detailed
financial  information,  including the  Consolidated  Financial  Statements  and
related Notes, appearing elsewhere herein.

<TABLE>
<CAPTION>
                                                                          At December 31,
                                                                   --------------------------
                                                                     2005               2004
                                                                   --------          --------
                                                                     (Dollars in Thousands)
<S>                                                                <C>               <C>
      Selected Balance Sheet and Other Data:

      Total assets ........................................        $111,294          $107,183
      Cash and cash equivalents(1) ........................           4,032             2,939
      Investment securities available for sale ............          30,043            34,174
      Investment securities held to maturity ..............             900             1,010
      Mortgage-backed securities held to
         maturity .........................................             424             1,087
      Loans receivable, net ...............................          70,117            62,600
      Total deposits ......................................          70,821            70,665
      FHLB advances .......................................          20,500            17,200
      Total stockholders' equity ..........................          19,018            18,381
      Number of full service offices ......................               1                 1
</TABLE>
<TABLE>
<CAPTION>
                                                                     Year Ended December 31,
                                                                   --------------------------
                                                                     2005              2004
                                                                   --------          --------
                                                                         (In Thousands)
<S>                                                                <C>               <C>
      Selected Operating Data:

      Total interest income ...............................        $  6,437          $  5,610
      Total interest expense ..............................           2,143             1,583
                                                                   --------          --------
      Net interest income .................................           4,294             4,027
      Provision for loan losses ...........................              --                --
                                                                   --------          --------
      Net interest income after
         provision for loan losses ........................           4,294             4,027
      Total other operating income ........................             321               321
      Total other operating expense .......................           2,575             2,281
                                                                   --------          --------
      Income before income taxes ..........................           2,040             2,067
      Income tax expense ..................................             678               693
                                                                   --------          --------
      Net income ..........................................        $  1,362          $  1,374
                                                                   ========          ========
</TABLE>

                                                   (Footnotes on following page)


                                       4
<PAGE>

<TABLE>
<CAPTION>
                                                                                  At or for the Year Ended
                                                                                        December 31,
                                                                                  ------------------------
                                                                                    2005            2004
                                                                                   ------          ------
<S>                                                                                <C>             <C>
      Selected Operating Ratios(2):

      Performance Ratios:
      Return on average assets ...........................................           1.21%           1.30%
      Return on average equity ...........................................           7.28            7.51
      Equity to assets at end of period ..................................          17.09           17.15
      Interest rate spread(3) ............................................           3.70            3.79
      Net interest margin(3) .............................................           4.18            4.03
      Average interest-earning assets to
         average interest-bearing liabilities ............................         122.27          115.26
      Net interest income after provision for loan losses to
         total other operating expenses ..................................         166.14          176.55
      Total other operating expenses to average total assets .............           2.30            2.16
      Asset Quality Ratios:
      Non-performing loans to total
         loans at end of period(4) .......................................            0.4             1.2
      Non-performing assets to
         total assets at end of period(4) ................................            0.2             0.7
      Allowance for loan losses to total
         loans at end of period ..........................................            1.2             1.4
      Allowance for loan losses to total non-performing
         loans at end of period(4) .......................................          321.9           114.2
      Capital Ratios:(5)
      Tangible capital ratio .............................................          15.21%          14.65%
      Core capital ratio .................................................          15.21           14.65
      Total capital ratio ................................................          29.46           30.29
</TABLE>

----------
(1)   Consists of cash and short-term interest-bearing deposits.

(2)   With the  exception  of end of  period  ratios,  all  ratios  are based on
      average daily balances.

(3)   Interest  rate spread  represents  the  difference  between  the  weighted
      average yield on interest-earning  assets and the weighted average rate on
      interest-bearing  liabilities. Net interest margin represents net interest
      income as a percentage of average interest-earning assets.

(4)   Non-performing  loans consist of non-accrual loans and accruing loans that
      are  contractually  past due 90 days or more,  and  non-performing  assets
      consist of non-performing loans and real estate acquired by foreclosure or
      deed-in-lieu thereof.

(5)   Percentages relate to Minden Building and Loan Association only.


                                       5
<PAGE>

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
================================================================================

General

      The Company's  profitability depends primarily on its net interest income,
which is the difference between interest and dividend income on interest-earning
assets,  principally loans, investment securities and interest-earning  deposits
in other  institutions,  and interest expense on  interest-bearing  deposits and
borrowings from the Federal Home Loan Bank of Dallas. The Company's net interest
income is  dependent  upon the  relative  levels of  yields  earned on  interest
earning  assets and rates paid on interest  bearing  liabilities.  The Company's
profitability  also depends,  to a lesser extent, on other operating income, the
amount of the provision for loan losses,  other  operating  expenses and federal
income  taxes.  The  Company  had net  income of $1.4  million  in 2005 and $1.4
million in 2004.

      The  Company's  primary  asset is Minden  Building  and Loan  Association.
Historically,  Minden  Building and Loan's  business has consisted  primarily of
originating  single-family  real estate loans  secured by property in its market
area. Typically,  single-family loans involve a lower degree of risk and carry a
lower yield than commercial real estate,  construction,  commercial business and
consumer  loans.  Minden  Building  and  Loan's  loans are  primarily  funded by
certificates  of  deposit,  which  typically  have a higher  interest  rate than
passbook  accounts and other core deposit  accounts.  The  combination  of these
factors has  resulted in  relatively  low  interest  rate spreads and returns on
equity.  Although in recent  years Minden  Building  and Loan has  significantly
increased the amount of commercial real estate, consumer and commercial business
loans  originated,  Minden  Building  and Loan  presently  anticipates  that its
business will continue to primarily  consist of originating  single- family real
estate loans funded by deposits.

      The  Company's  operations  and  profitability  are  subject to changes in
interest  rates,  applicable  statutes  and  regulations  and  general  economic
conditions, as well as other factors beyond its control.

Forward-Looking Statements Are Subject to Change

      We make  certain  statements  in this  document  as to what we expect  may
happen in the future.  These  statements  usually  contain the words  "believe,"
"estimate," "project," "expect,"  "anticipate," "intend" or similar expressions.
Because  these  statements  look to the  future,  they are based on our  current
expectations  and beliefs.  Actual results or events may differ  materially from
those reflected in the forward-looking  statements. You should be aware that our
current  expectations  and beliefs as to future  events are subject to change at
any time, and we can give you no assurances that the future events will actually
occur.


                                       6
<PAGE>

Exposure to Changes in Interest Rates

      Minden  Building  and  Loan's  ability  to, in large  part,  maintain  net
interest   income   depends   upon  its  ability  to  earn  a  higher  yield  on
interest-earning  assets  than the  rates it pays on  deposits  and  borrowings.
Minden  Building  and  Loan's   interest-earning  assets  consist  primarily  of
long-term  residential  mortgage  loans  which  have  fixed  rates of  interest.
Consequently,  Minden  Building and Loan's ability to maintain a positive spread
between the  interest  earned on assets and the  interest  paid on deposits  and
borrowings  can be adversely  affected  when market rates of interest  rise.  In
addition,  Minden Building and Loan may be particularly  susceptible to the risk
of rising interest rates since long-term,  fixed-rate mortgage loans continue to
make up the dominant portion of its interest- earning assets.

      Quantitative  Analysis.  The  Office  of  Thrift  Supervision  provides  a
quarterly  report on the  potential  impact of interest  rate  changes  upon the
market value of portfolio equity.  Management reviews the quarterly reports from
the Office of Thrift  Supervision  which show the  impact of  changing  interest
rates on net portfolio value ("NPV"). NPV is defined as the net present value of
the  expected  future  cash flows of an  entity's  assets and  liabilities  and,
therefore,  theoretically  represents  the market  value of Minden  Building and
Loan's net worth. Increases in the value of assets will increase the NPV whereas
decreases in value of assets will decrease the NPV. Conversely, increases in the
value of  liabilities  will  decrease  NPV  whereas  decreases  in the  value of
liabilities  will  increase  the  NPV.  The  changes  in  value  of  assets  and
liabilities  due  to  changes  in  interest  rates  reflect  the  interest  rate
sensitivity of those assets and liabilities as their values are derived from the
characteristics  of the asset or liability (i.e.,  fixed rate,  adjustable rate,
caps,  floors)  relative to the interest  rate  environment.  For example,  in a
rising  interest  rate  environment,  the fair value of a fixed-rate  asset will
decline  whereas the fair value of an  adjustable-rate  asset,  depending on its
repricing  characteristics,  may  not  decline.  In a  declining  interest  rate
environment, the converse may be true.

      The NPV ratio, under any interest rate scenario,  is defined as the NPV in
that scenario  divided by the market value of assets in the same  scenario.  The
model assumes estimated loan prepayment rates and reinvestment  rates similar to
Minden  Building and Loan's  historical  experience.  The  following  sets forth
Minden Building and Loan's NPV as of December 31, 2005.


                                       7
<PAGE>

                                 Net Portfolio Value
    ----------------------------------------------------------------------------
                                        Estimated
                                      Net Portfolio
      Change in        Estimated       Value as a                    Change as a
    Interest Rates   Net Portfolio     Percentage        Amount      Percentage
    (basis points)       Value          of Assets      of Change      of Assets
    --------------   -------------    -------------    ---------     -----------
                                 (Dollars in Thousands)
         300             16,942          15.46%         $(5,063)           (23)%
         200             18,979          16.97           (3,026)           (14)
         100             20,741          18.22           (1,264)            (6)
          --             22,005          19.08               --             --
        (100)            22,615          19.46              610              3
        (200)            22,840          19.56              835              4

      As of December 31, 2005, Minden Building and Loan's NPV was $22.0 million,
or 19.08% of the market  value of assets.  Following a 200 basis  point  assumed
increase in interest  rates,  Minden  Building  and Loan's  "post shock" NPV was
estimated to be $19.0 million, or 17.0% of the market value of assets reflecting
a decrease of 14% in the NPV ratio.

      Certain  shortcomings  are inherent in the  methodology  used in the above
interest rate risk  measurements.  Modeling changes in NPV require the making of
certain  assumptions  which may or may not  reflect  the manner in which  actual
yields and costs respond to changes in market  interest  rates.  In this regard,
the NPV table  presented  assumes that the  composition  of Minden  Building and
Loan's interest sensitive assets and liabilities  existing at the beginning of a
period  remains  constant over the period being measured and also assumes that a
particular  change in interest  rates is  reflected  uniformly  across the yield
curve regardless of the duration to maturity or repricing of specific assets and
liabilities.  Accordingly,  although the NPV table provides an indication of the
Minden Building and Loan's interest rate risk exposure at a particular  point in
time,  such  measurements  are not  intended  to and do not  provide  a  precise
forecast of the effect of changes in market  interest  rates on Minden  Building
and Loan's net interest income and will differ from actual results.

      Qualitative Analysis.  Our ability to maintain a positive "spread" between
the interest  earned on assets and the interest paid on deposits and  borrowings
is affected by changes in interest rates.  Minden Building and Loan's fixed-rate
loans  generally are profitable if interest rates are stable or declining  since
these  loans have  yields  that  exceed  its cost of funds.  If  interest  rates
increase,  however,  Minden  Building  and  Loan  would  have to pay more on its
deposits and new  borrowings,  which would  adversely  affect its interest  rate
spread.  In order to counter  the  potential  effects of dramatic  increases  in
market rates of interest, Minden Building and Loan has underwritten its mortgage
loans to allow for their sale in the secondary market, implemented a strategy to

                                       8
<PAGE>

diversify  its loan  portfolio  by  originating  more  commercial  real  estate,
commercial  business,  consumer and construction  loans,  invested in securities
with short terms or  adjustable  rates and increased the amount of core deposits
(deposits other than certificates of deposits).

      For the year ending December 31, 2005, Minden Building and Loan originated
$7.6 million in  commercial  real estate loans  compared to $4.8 million for the
year ending December 31, 2004.  Originations of consumer loans increased to $7.1
million in fiscal year 2005 from $5.9 million in fiscal year 2004.  Originations
of  commercial  business  loans  increased to $19.1  million for the year ending
December  31, 2005  compared to $12.6  million for the year ending  December 31,
2004.  Originations of construction loans increased to $6.8 million for the year
ending  December  31, 2005 from $4.4  million for the year ending  December  31,
2004.  Minden Building and Loan's commercial real estate,  consumer,  commercial
business and construction loans typically have shorter terms and higher interest
rates than its single-family residential mortgage loans.

      Minden Building and Loan's adjustable-rate securities at December 31, 2005
consisted  of $20.1  million  of  mortgage-backed  securities  and $9.6  million
invested  in a mutual  fund  that  invests  in  adjustable-rate  mortgage-backed
securities  compared to $24.3  million of  mortgage-backed  securities  and $8.6
million invested in the mutual fund at December 31, 2004.

      Core deposits  amounted to $27.1  million,  or 38.2% of total  deposits at
December 31, 2005,  compared to $25.0 million,  or 35.4%,  at December 31, 2004.
Minden Building and Loan's  transaction  accounts  generally have lower interest
rates than its  certificates  of deposit and are considered a more stable source
of funds than certificates of deposit.

Changes in Financial Condition

      Assets. The Company's total assets increased by $4.1 million,  or 3.8%, to
$111.3  million at December  31, 2005 from $107.2  million at December 31, 2004.
The increase was primarily due to a $7.5 million, or 12.0%,  increase in the net
loan portfolio due primarily to a $1.0 million,  or 2.7% increase in one-to-four
family residential loans, a $3.1 million, or 32.8%,  increase in commercial real
estate loans, a $498,000,  or 5.3%, increase in commercial business loans, and a
$1.3 million  increase or 23.7% in consumer  loans.  In addition,  the Company's
securities  available for sale portfolio decreased by $4.1 million, or 12.1%, to
$30.0 million at December 31, 2005.

      Single-family  loans  accounted  for 53.6% of Minden  Building  and Loan's
total  loan  portfolio  at  December  31,  2005.   Minden  Building  and  Loan's
one-to-four  family residential loans increased to $38.8 million at December 31,
2005.  Although  single-family  residential loans are Minden Building and Loan's
primary lending  product,  originations  of commercial  real estate,  commercial
business, consumer and construction loans increased significantly in 2005 due to
its increased  emphasis on these types of loans and the favorable  interest rate
environment for its lending products. Commercial real estate loans accounted for
17.4% of Minden  Building and Loan's  total loan  portfolio at December 31, 2005
compared to 14.9% at December 31, 2004. Consumer loans


                                       9
<PAGE>

increased to 9.5% of its total loan  portfolio at December 31, 2005  compared to
8.8% at December 31, 2004 and construction  loans increased to 5.7% of the total
loan  portfolio  at December  31, 2005  compared to 2.3% at December  31,  2004.
However,  commercial  business loans  decreased to 13.8% of Minden  Building and
Loan's  total loan  portfolio  at December  31, 2005 from 14.8% at December  31,
2004.  The net loan  portfolio  amounted to $70.1  million,  or 63.0%,  of total
assets at December  31,  2005,  compared to $62.6  million,  or 58.4%,  of total
assets at December 31, 2004.  Minden Building and Loan expects  continued growth
in its loan portfolio in 2006.

      Non-performing  assets totaled  $260,000 and $768,000 at December 31, 2005
and 2004,  respectively,  or .2% and .7% of its total  assets at such  dates and
consisted solely of non-performing  loans. The  non-performing  loans consist of
non-accrual loans and accruing loans that are contractually  past due 90 days or
more. The $508,000 decrease in non-performing  loans was primarily the result of
the decrease from $594,000 to $201,000  accruing loans which were  delinquent 90
days,  and a decrease to $59,000 in  non-accruing  loans.  Minden  Building  and
Loan's allowance for loan losses amounted to $837,000, or 1.2% of the total loan
portfolio  and 321.9% of total  non-performing  loans at December 31, 2005.  The
allowance  for loan losses  totaled  $877,000,  or 1.4% of Minden  Building  and
Loan's  total loan  portfolio  and 114.2% of its total  non-performing  loans at
December 31, 2004.

      Investment  securities  totaled  $31.4  million at December  31,  2005,  a
decrease of $4.9 million,  or 13.5%,  from the balance at December 31, 2004. The
decline in investment  securities was primarily a result of principal repayments
and a decline in  purchases  of  mortgage-backed  investment  securities  due to
funding of the loan portfolio.

      Cash and cash  equivalents,  which  include  interest-earning  deposits in
other  institutions,  amounted  to $4.0  million,  or 3.6% of total  assets,  at
December  31,  2005,  compared  to $2.9  million,  or 2.7% of total  assets,  at
December 31, 2004.

      Stockholders'  Equity. The Company's total stockholders'  equity increased
by $637,000,  or 3.5%, in 2005 and amounted to $19.0 million, or 17.1%, of total
assets at December  31, 2005.  The  increase was due  primarily to net income of
$1.4 million  partially  offset by a decrease of $428,000 to fund the repurchase
shares of the Company's common stock, $184,000 to pay dividends,  and a $244,000
decrease in its other comprehensive  income due to a decline in the market value
of  investments.  As of December  31, 2005 the  Company had  repurchased  75,989
shares  pursuant to three  repurchase  programs at an average cost of $20.18 per
share.

Average Balances, Net Interest Income, Yields Earned and Rates Paid

      The  table  below  sets  forth,  for the  periods  indicated,  information
regarding  (i) the total  dollar  amount of interest  income of the Company from
interest-earning  assets and the resultant average yields; (ii) the total dollar
amount of interest  expense on  interest-bearing  liabilities  and the resultant


                                       10
<PAGE>

average rate; (iii) net interest income;  (iv) the interest rate spread; and (v)
the net interest  margin.  Information is based on average daily balances during
the indicated periods.

<TABLE>
<CAPTION>
                                                                                          Year Ended December 31,
                                                                --------------------------------------------------------------------

                                                                             2005                                  2004
                                                                -------------------------------    ---------------------------------

                                                    Yield/Cost
                                                        at
                                                     December   Average                Average     Average                 Average
                                                     31, 2005   Balance    Interest  Yield/Rate    Balance   Interest    Yield/ Rate
                                                     --------   -------    --------  ----------    -------   --------    -----------
                                                                                     (Dollars in Thousands)
<S>                                                    <C>      <C>         <C>          <C>       <C>         <C>          <C>
Interest-earning assets:
  Loans receivable, net(1) .......................     7.19%    $ 67,480    $5,103       7.56%     $ 59,801    $4,347       7.27%
  Investment securities(2) .......................     3.83       33,479     1,255       3.75        39,181     1,209       3.09
  Interest-earning deposits ......................     3.11        1,809        79       4.37           853        54       6.33
                                                                 -------     -----                 --------     -----
  Total interest-earning assets ..................     6.05      102,768     6,437       6.26        99,835     5,610       5.62
                                                                             -----       ----                   -----       ----
  Non-interest-earning assets ....................                 9,204                              4,589
                                                                --------                           --------
    Total assets .................................              $111,972                           $104,424
                                                                ========                           ========

Interest-bearing liabilities:
  Deposits .......................................     2.25     $ 61,948     1,439       2.32      $ 69,353     1,330       1.92
  Borrowings .....................................     3.43       21,793       704       3.23        17,264       253       1.47
                                                                 -------     -----                 --------     -----
    Total interest-bearing liabilities ...........     2.54       83,741     2,143       2.56        86,617     1,583       1.83
                                                                             -----       ----                   -----       ----
  Non-interest-bearing liabilities ...............                 9,364                              1,238
                                                                --------                           --------
    Total liabilities ............................                93,105                             87,855
  Total stockholders' equity(3) ..................                18,867                             16,569
                                                                --------                           --------
  Total liabilities and stockholders'  equity ....              $111,972                           $104,424
                                                                ========                           ========

  Net interest income; interest rate spread(4) ...                          $4,294       3.70%                 $4,027       3.79%
                                                                            ======       ====                  ======       ====
  Net interest margin(5) .........................                                       4.18%                              4.03%
                                                                                         ====                               ====
  Average interest-earning assets to average
    interest-bearing liabilities .................                122.72%                            115.26%
                                                                  ======                             ======
</TABLE>

----------
(1)   Includes nonaccruing loans.

(2)   Includes dividends from Federal Home Loan Mortgage Corporation and Federal
      Home Loan Bank stock.

(3)   Includes retained earnings and accumulated other comprehensive income.

(4)   Interest   rate   spread    represents   the   difference    between   the
      weighted-average yield on interest-earning assets and the weighted-average
      rate on interest-bearing liabilities.

(5)   Net  interest  margin  is net  interest  income  divided  by  net  average
      interest-earning assets.

      Rate/Volume  Analysis.  The following  table describes the extent to which
changes in interest rates and changes in volume of  interest-related  assets and
liabilities  have affected the Company's  interest  income and interest  expense
during the periods indicated.  For each category of interest-earning  assets and
interest-bearing liabilities, information is provided on changes attributable to
(i) changes in volume  (change in volume  multiplied  by prior year rate),  (ii)
changes in rate (change in rate  multiplied by current year  volume),  and (iii)
total change in rate and volume. The combined effect of changes in both rate and
volume  has been  allocated  proportionately  to the  change due to rate and the
change due to volume.


                                       11
<PAGE>

<TABLE>
<CAPTION>
                                                                                Year Ended December 31,
                                                   ------------------------------------------------------------------------
                                                              2005 vs. 2004                          2004 vs. 2003
                                                   ---------------------------------      ---------------------------------
                                                       Increase                               Increase
                                                      (Decrease)                             (Decrease)
                                                        Due To                                 Due To
                                                   ------------------                      -----------------
                                                                              Total                                 Total
                                                                            Increase                              Increase
                                                   Rate        Volume      (Decrease)      Rate       Volume     (Decrease)
                                                   ----        ------      ----------      ----       ------     ----------
                                                                                  (In Thousands)
<S>                                               <C>           <C>           <C>         <C>           <C>         <C>
Interest-earning assets:
  Loans receivable, net ..................        $ 196         $ 560         $756        $(157)        $324        $ 167
  Investment securities ..................          221          (175)          46          385            9          394
  Interest-earning deposits ..............          (36)           61           25           (2)          16           14
                                                  -----         -----         ----        -----         ----        -----
        Total ............................          381           446          827          226          349          575
                                                  -----         -----         ----        -----         ----        -----
Interest-bearing liabilities:
  Deposits ...............................          248          (139)         109         (120)          12         (108)
  Borrowings .............................          384            67          451          108           32          140
                                                  -----         -----         ----        -----         ----        -----
     Total ...............................          632           (72)         560          (12)          44           32
                                                  -----         -----         ----        -----         ----        -----
  Increase (decrease) in net interest
     income ..............................        $(251)        $ 518         $267        $ 238         $305        $ 543
                                                  =====         =====         ====        =====         ====        =====
</TABLE>

      Comparison of Operating Results for the Years Ended December 31, 2005 and
2004

      General.  Net income  amounted to $1.4 million for the year ended December
31, 2005, a decrease of $12,000,  or .9%, from net income  recorded for the year
ended  December 31, 2004.  The decrease in earnings  resulted  primarily  from a
$294,000  increase in other operating  expenses which was partially offset by an
$267,000  increase in net interest  income and a $15,000  decrease in income tax
expense.

      Net  Interest  Income. Total interest and dividend income amounted to $6.4
million for the year ended December 31, 2005, an increase of $827,000, or 14.7%,
over the year ended December 31, 2004. Interest income on loans, including fees,
totaled  $5.1  million  for  the  year  ended  December 31, 2005, an increase of
$756,000,  or  17.4%,  over  the year ended December 31, 2004. This increase was
primarily  due  to  a  $7.7  million, or 12.8%, increase in the weighted-average
balance  of loans outstanding and, to a lesser degree, a 29 basis point increase
to  7.56%  in  the  weighted average yield from 2004 to 2005. Interest income on
investment securities increased by $46,000, or 3.8%, primarily due a to 66 basis
point  increase  in  the weighted-average yield year to year offset in part by a
$5.7  million,  or  14.6%, decrease in the weighted-average balance outstanding.
Income  from  interest-earning  deposits,  which consists of overnight funds and
interest-bearing  demand  accounts,  increased by $25,000, or 46.3% for the year
ended  December  31,  2005  compared  to  the  year  ended  December  31,  2004.

      Total  interest  expense  totaled $2.1 million for the year ended December
31, 2005, an increase of $560,000,  or 35.4%,  from the amount  recorded for the
year ended  December  31,  2004.  Interest  expense  on  deposits  increased  by
$109,000, or 8.2%, due primarily to a 40 basis point increase in


                                       12
<PAGE>

the weighted average cost of deposits year to year which was partially offset by
a  decrease  of $7.4  million,  or 10.7%,  in the  weighted-average  balance  of
deposits  outstanding.  Interest expense on borrowings increased by $451,000, or
178.3%,   as  a  result  of  a  $4.5   million,   or  26.2%,   increase  in  the
weighted-average  balance  outstanding  year  over  year and a 176  basis  point
increase in the weighted-average cost of borrowings year to year.

      As  a  result  of  the  foregoing  changes in interest income and interest
expense,  net interest income increased by $267,000, or 6.6%, to a total of $4.3
million  for  the year ended December 31, 2005, compared to $4.0 million for the
year  ended  December  31,  2004.  The interest rate spread decreased by 9 basis
points  to  3.70% in fiscal 2005 from 3.79% in fiscal 2004, and the net interest
margin  was 4.18% for the year ended December 31, 2005 compared to 4.03% for the
year  ended  December  31,  2004  as  the  ratio  of net interest earning assets
increased  from  115.3%  for  2004  to  122.70%  for  2005.

      Provision  for  Losses  on  Loans.  Minden  Building  and Loan  records  a
provision for losses on loans to earnings to bring the total  allowance for loan
losses to a level  considered to the best of  management's  knowledge to reflect
all known and inherent  losses in the loan portfolio at each reporting date. The
level of allowance for loan losses is based on  management's  periodic review of
the  collectibility of 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
economic   conditions.   Based  on  the  above  criteria  for   determining  the
collectibility  of loans and on the  management  of Minden  Building  and Loan's
estimate  as to the known and  inherent  losses in its loan  portfolio  that are
probable and  reasonably  estimable  at each  reporting  period,  it recorded no
additional  provisions  for  loan  losses  for 2005 and  2004.  There  can be no
assurances  that the  allowance  for loan  losses will be  sufficient  to absorb
losses on nonperforming assets or that the allowance will be sufficient to cover
losses on nonperforming assets in the future.

      Other Operating  Income.  Other operating  income totaled $321,000 for the
year ended  December  31,  2005,  as compared to $321,000  recorded for the year
ended December 31, 2004.  There was no net change in other  operating  income in
2005 compared to 2004.

      Other Operating  Expenses.  Other operating  expenses totaled $2.6 million
for the year ended  December 31, 2005, an increase of $294,000,  or 12.9%,  over
the total recorded for the year ended  December 31, 2004. The increase  resulted
primarily  from a  $240,000,  or 19.4%,  increase in salaries  and  benefits,  a
$39,000,  or 29.1%,  increase in professional  fees and supervisory  exams and a
$26,000,  or 5.7%,  increase in other general and administration  expenses.  The
increase in salaries  and benefits was  primarily  attributable  to increases in
both  salaries,  the fair  value of shares of Company  common  stock held by the
Company's employee stock ownership plan released to participants'  accounts, and
the number of staff members.  The increase in professional  fees and supervisory
examinations was due to increased regulatory  compliance and asset growth. Other
general and administrative expenses increased primarily do to increased computer
cost.


                                       13
<PAGE>

      Income  Taxes.  Income tax  expense  totaled  $678,000  for the year ended
December  31, 2005,  a decrease of $15,000,  or 2.2%,  over the $693,000 for the
year ended  December 31, 2004.  Minden  Building and Loan's  effective tax rates
were  33.2%  and  33.5%  for  the  years  ended  December  31,  2005  and  2004,
respectively.

Off-Balance-Sheet Obligations

      Minden  Building  and  Loan  is a  party  to  financial  instruments  with
off-balance-sheet  risk in the normal  course of business to meet the  financing
needs of its customers. These financial instruments involve, to varying degrees,
elements of credit risk in excess of the amount recognized in the balance sheet.
Minden  Building  and  Loan's  exposure  to  credit  loss in the  event  of non-
performance by the other party to the financial  instrument  for  commitments to
extend credit and letters of credit is represented by the  contractual  notional
amount of those instruments. The Company uses the same credit policies in making
commitments  and  conditional  obligations  as it  does  for  on-  balance-sheet
instruments.

      Commitments to extend credit, including loan commitments,  lines of credit
and letters of credit do not necessarily represent future cash requirements,  in
that these commitments often expire without being drawn upon.

      Minden Building and Loan has not used, and has no intention of using,  any
significant off- balance sheet financing arrangements for liquidity purposes. In
addition,  Minden  Building Loan has not had, and has no intention to have,  any
significant   transactions,   arrangements  or  other   relationships  with  any
unconsolidated,  limited purpose  entities that could  materially  affect Minden
Building and Loan's liquidity or capital resources. Minden Building and Loan has
not  traded in and has no  intention  of  trading in  derivatives  or  commodity
contracts.

Critical Accounting Estimates

      Various elements of the Company's  accounting  policies,  by their nature,
are inherently subject to estimation techniques, valuation assumptions and other
subjective assessments.  The estimates with respect to the methodologies used to
determine  the  allowance  for  loan  losses  are the  Company's  most  critical
accounting estimates.  Critical accounting estimates are significantly  affected
by  management  judgment  and  uncertainties  and  there  is a  likelihood  that
materially  different amounts would be reported under different,  but reasonably
plausible, conditions or assumptions.

      The Company has identified the evaluation of the allowance for loan losses
as a critical  accounting  estimate  where  amounts  are  sensitive  to material
variation.  The allowance  for loan losses is  considered a critical  accounting
estimate because there is a large degree of judgment in (i) assigning individual
loans to specific risk levels (pass, special mention, substandard, doubtful and


                                       14
<PAGE>

loss),  (ii)  valuing  the  underlying  collateral  securing  the  loans,  (iii)
determining the appropriate reserve factor to be applied to specific risk levels
for criticized and classified loans (special mention, substandard,  doubtful and
loss) and (iv)  determining  reserve  factors to be applied to pass loans  based
upon loan type. To the extent that loans change risk levels,  collateral  values
change or reserve factors  change,  the Company may need to adjust its provision
for loan losses which would impact earnings.

      Management believes the allowance for loan losses at December 31, 2005 was
at a level to cover the known and  inherent  losses in the  portfolio  that were
both probable and reasonable to estimate.  In the future,  management may adjust
the level of its  allowance  for loan  losses as economic  and other  conditions
dictate.  Management  reviews  the  allowance  for loan  losses  not  less  than
quarterly.

      Management has discussed the  development  and selection of these critical
accounting  estimates with the Audit Committee of the Board of Directors and the
Audit  Committee  has reviewed the Company's  disclosure  relating to it in this
Management's Discussion and Analysis.

Liquidity and Capital Resources

      The  Company   maintains  levels  of  liquid  assets  deemed  adequate  by
management.  Its liquidity  ratio averaged 25.81% for the quarter ended December
31, 2005.  Minden Building and Loan adjusts its liquidity levels to fund deposit
outflows,  repay its borrowings and to fund loan  commitments.  The Company also
adjusts  liquidity  as  appropriate  to  meet  asset  and  liability  management
objectives.

      Minden  Building  and  Loan's  primary  sources  of  funds  are  deposits,
amortization and prepayment of loans and mortgage-backed securities,  maturities
of investment  securities  and other  short-term  investments,  and earnings and
funds provided from operations.  While scheduled  principal  repayments on loans
and  mortgage-backed  securities are a relatively  predictable  source of funds,
deposit flows and loan  prepayments are greatly  influenced by general  interest
rates,  economic  conditions and competition.  Minden Building and Loan sets the
interest rates on its deposits to maintain a desired level of total deposits. In
addition,   Minden   Building  and  Loan  invests  excess  funds  in  short-term
interest-earning  accounts and other  assets,  which  provide  liquidity to meet
lending  requirements.  Minden  Building and Loan's  deposit  accounts  with the
Federal  Home Loan Bank of Dallas  amounted to $863,000 and $694,000 at December
31, 2005 and 2004, respectively.

      A significant  portion of Minden Building and Loan's liquidity consists of
securities  classified  as  available  for sale  and cash and cash  equivalents.
Minden  Building and Loan's  primary  sources of cash are net income,  principal
repayments  on loans and  mortgage-backed  securities  and  increases in deposit
accounts.  If Minden  Building  and Loan  requires  funds  beyond its ability to
generate them internally,  borrowing agreements exist with the Federal Home Loan
Bank of Dallas  which  provide an  additional  source of funds.  At December 31,
2005, Minden Building and Loan


                                       15
<PAGE>

had $20.5 million in advances from the Federal Home Loan Bank of Dallas.

      At December  31,  2005,  Minden  Building  and Loan had  outstanding  loan
commitments of $13.8 million to originate loans,  including loans in process. At
December 31, 2005,  certificates of deposit scheduled to mature in less than one
year, totaled $33.5 million. Based on prior experience, management believes that
a significant  portion of such deposits will remain with us,  although there can
be no  assurance  that  this  will be the case.  In  addition,  the cost of such
deposits could be significantly  higher upon renewal,  in a rising interest rate
environment.  Minden  Building  and Loan  intends to utilize  its high levels of
liquidity to fund its lending  activities.  If additional  funds are required to
fund lending activities, Minden Building and Loan intends to sell its securities
classified as available for sale as needed.

      Minden  Building  and Loan is  required  to  maintain  regulatory  capital
sufficient to meet  tangible,  core and  risk-based  capital  ratios of at least
1.5%,  3.0% and 8.0%,  respectively.  At December 31, 2005,  Minden Building and
Loan exceeded each of its capital requirements with ratios of 15.21%, 15.21% and
29.46%, respectively.

Impact of Inflation and Changing Prices

      The financial  statements  and related  financial  data  presented  herein
regarding the Company have been prepared in accordance  with generally  accepted
accounting  principles,  which  generally  require the  measurement of financial
position  and  operating  results  in  terms  of  historical  dollars,   without
considering  changes in relative  purchasing  power over time due to  inflation.
Unlike most  industrial  companies,  virtually all of the  Company's  assets and
liabilities are monetary in nature. As a result, interest rates generally have a
more  significant  impact on the Company's  performance  than does the effect of
inflation.  Interest rates do not  necessarily  move in the same direction or in
the same  magnitude as the prices of goods and  services,  since such prices are
affected by inflation to a larger extent than interest rates.

Recent Accounting Standards

The following is a description of new accounting pronouncements and their effect
on the Company's financial condition and results of operations.

      Accounting  Changes and Error  Corrections - a replacement  of APB Opinion
No. 20 and FASB Statement No. 3

      In December  2005,  the FASB issued  SFAS No.154  "Accounting  Changes and
Error  Corrections."  SFAS  154  replaces  APB 20 and  FASB  3 and  changes  the
requirements  for the  accounting  for and  reporting  a  change  in  accounting
principle. This statement is effective for accounting changes and corrections of
errors made in fiscal years  beginning  after December 15, 2005. The adoption of
SFAS No. 154 and did not have a material impact on the Company's


                                       16
<PAGE>

financial condition or results of operations.

      Share-Based Payments

      In  December   2004,  the  FASB  issued   SFAS  No.  123R  (revised  2004)
"Share-Based Payment" (SFAS No. 123). SFAS No.123R establishes standards for the
accounting  for transactions in which an entity exchanges its equity instruments
for  goods or services. It also addresses transactions in which an entity incurs
liabilities  in  exchange for goods or services that are based on the fair value
of  the  entity's  equity  instruments or that may be settled by the issuance of
those  equity  instruments.  This  statement focuses primarily on accounting for
transactions in which an entity obtains employee services in share-based payment
transactions.  The  Statement  requires  a  public entity to measure the cost of
employees services received in exchange for an award of equity instruments based
on  the  grant-date  fair  value  of  the  award  (with limited exceptions). The
Statement is effective for public entities that file as a small business issuers
as  of the beginning of the first interim of annual reporting period that begins
after December 15, 2005. The statement will be effective for the Company for the
interim  reporting  period  ending  March 31, 2006. The Association will have to
recognize  compensation  cost for the unvested portion of the stock options over
the  period  of  service beginning in the first quarter of 2006. The anticipated
impact  of  adopting  FAS 123R is a net charge to net income of $40,900 per year
based  upon  the  current  options  outstanding.



                                       17
<PAGE>

The Board of Directors
Minden Bancorp, Inc. and Subsidiary
Minden, Louisiana

             Report of Independent Registered Public Accounting Firm
             -------------------------------------------------------

We have audited the accompanying  consolidated balance sheets of Minden Bancorp,
Inc.  and  Subsidiaries  as of  December  31,  2005 and  2004,  and the  related
consolidated statements of income,  stockholders' equity, and cash flows for the
years then ended. These consolidated financial statements are the responsibility
of the  Company's  management.  Our  responsibility  is to express an opinion on
these consolidated financial statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audit  to  obtain  reasonable  assurance  about  whether  the
consolidated  financial statements are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the  consolidated  financial  statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall consolidated  financial statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the consolidated financial position of Minden
Bancorp,  Inc.  and  Subsidiary  as of  December  31,  2005  and  2004,  and the
consolidated  results of its operations and its cash flows for each of the years
then ended in  conformity  with  United  States  generally  accepted  accounting
principles.


Heard, McElroy & Vestal, LLP
Shreveport, Louisiana
January 20, 2006


                                       18
<PAGE>

                      MINDEN BANCORP, INC. AND SUBSIDIARIES
                      -------------------------------------

                           CONSOLIDATED BALANCE SHEETS
                           ---------------------------

                           DECEMBER 31, 2005 AND 2004
                           --------------------------

<TABLE>
<CAPTION>
              A S S E T S                                                                2005                2004
              -----------                                                                ----                ----
                                                                                           (in thousands)
<S>                                                                               <C>                  <C>
Cash and noninterest-bearing deposits                                             $     1,494          $    1,745
Interest-bearing demand deposits                                                          863                 694
Federal funds sold                                                                      1,675                 500
                                                                                  -----------          ----------
          Total cash and cash equivalents                                               4,032               2,939

Investment securities:
   Securities held-to-maturity (estimated market value of
      $1,323 in 2005 and $2,123 in 2004)                                                1,324               2,097
   Securities available-for-sale, at estimated market value                            30,043              34,174

First National Banker's Bank stock, at cost                                               210                 210
Federal Home Loan Bank stock, at cost                                                   1,160               1,016
Loans, net of allowance for loan losses of $837 in
   2005 and $877 in 2004                                                               70,117              62,600
Accrued interest receivable                                                               558                 512
Premises and equipment, net                                                             3,312               3,079
Other assets                                                                              538                 556
                                                                                  -----------          ----------

Total assets                                                                      $   111,294          $  107,183
                                                                                  ===========          ==========
</TABLE>


                                       19
<PAGE>

<TABLE>
<CAPTION>
   LIABILITIES AND STOCKHOLDERS' EQUITY                                                  2005                2004
   ------------------------------------                                                  ----                ----
<S>                                                                               <C>                  <C>
Liabilities:
------------
   Deposits:
      Noninterest-bearing                                                         $     7,005          $    6,159
      Interest-bearing                                                                 63,816              64,506
                                                                                  -----------          ----------
          Total deposits                                                               70,821              70,665
   Accrued dividends on savings                                                           269                 187
   Deferred federal income taxes                                                          420                 584
   Federal Home Loan Bank advances                                                     20,500              17,200
   Other liabilities                                                                      266                 166
                                                                                  -----------          ----------
          Total liabilities                                                            92,276              88,802

Stockholders' equity:
---------------------
   Preferred stock-$.01 par value; authorized 1,000,000 shares;
      none issued-no rights/preferences set by board                                       --                  --
   Common stock-$.01 par value; authorized 4,000,000 shares;
      1,454,750 shares issued and 1,378,761 shares -2005
      and 1,399,911 shares -2004 outstanding                                               15                  15
   Additional paid-in capital                                                          16,710              16,690
   Retained earnings                                                                    4,284               3,106
   Accumulated other comprehensive income                                                 312                 556
                                                                                  -----------          ----------
                                                                                       21,321              20,367
   Unearned common stock held by Management Recognition
      and Retention Plan (18,850 shares-2005 and 22,518 shares -2004)                    (398)               (462)
   Unallocated common stock held by ESOP (39,278
      shares -2005 and 44,515 shares -2004 unreleased)                                   (368)               (415)
   Treasury stock-at cost (75,989 shares -2005 and 54,839 shares -2004)                (1,537)             (1,109)
                                                                                  -----------          ----------
          Total stockholders' equity                                                   19,018              18,381
                                                                                  -----------          ----------

Total liabilities and stockholders' equity                                        $   111,294          $  107,183
                                                                                  ===========          ==========
</TABLE>


                                       20
<PAGE>

                      MINDEN BANCORP, INC. AND SUBSIDIARIES
                      -------------------------------------

                        CONSOLIDATED STATEMENTS OF INCOME
                        ---------------------------------

                     YEARS ENDED DECEMBER 31, 2005 AND 2004
                     --------------------------------------

<TABLE>
<CAPTION>
                                                                                         2005                2004
                                                                                         ----                ----
                                                                                  (in thousands except share data)
<S>                                                                               <C>                  <C>
Interest and dividend income:
----------------------------
   Loans, including fees                                                          $     5,103          $    4,347
   Investments-taxable:
      Securities                                                                          346                 234
      Mortgage-backed securities                                                          850                 940
   Dividends-FHLMC/FHLB                                                                    59                  35
   Other (federal funds/interest-bearing demand)                                           79                  54
                                                                                  -----------          ----------
          Total interest and dividend income                                            6,437               5,610

Interest expense:
-----------------
   Interest-bearing demand deposits                                                        50                  41
   Savings                                                                                207                 197
   Certificates of deposit                                                              1,182               1,092
   Interest on borrowed funds                                                             704                 253
                                                                                  -----------          ----------
          Total interest expense                                                        2,143               1,583
                                                                                  -----------          ----------

          Net interest income                                                           4,294               4,027
   Provision for loan losses-Note 3                                                        --                  --
                                                                                  -----------          ----------
          Net interest income after provision for loan losses                           4,294               4,027

Other operating income:
-----------------------
   Customer service fees                                                                  267                 262
   Gain (loss) on sale of assets                                                           (1)                 38
   Other income                                                                            55                  21
                                                                                  -----------          ----------
          Total other operating income                                                    321                 321

Other operating expenses:
-------------------------
   Salaries and benefits                                                                1,477               1,237
   Office occupancy expense                                                               432                 443
   Professional fees and supervisory examinations                                         173                 134
   SAIF deposit insurance premium                                                          10                  10
   Other general and administrative expenses                                              483                 457
                                                                                  -----------          ----------
          Total other operating expenses                                                2,575               2,281
                                                                                  -----------          ----------

Income before income taxes                                                              2,040               2,067
--------------------------

Income tax expense                                                                        678                 693
------------------                                                                -----------          ----------

Net income                                                                        $     1,362          $    1,374
                                                                                  ===========          ==========
Earnings per share (EPS)                                                          $      1.03          $     1.03
------------------
Diluted EPS                                                                       $       .97          $      .98
-----------


</TABLE>


                                       21
<PAGE>

                      MINDEN BANCORP, INC. AND SUBSIDIARIES
                      -------------------------------------

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                 -----------------------------------------------

                     YEARS ENDED DECEMBER 31, 2005 AND 2004
                     --------------------------------------

<TABLE>
<CAPTION>
                                                                                                  Accumulated
                                                                   Additional                        Other
                                                      Common         Paid-In        Retained     Comprehensive
                                                      Stock          Capital        Earnings         Income          Total
                                                   ----------     ------------     ----------    -------------    ----------
                                                                                     (in thousands)
<S>                                                <C>             <C>             <C>             <C>            <C>
Balance December 31, 2003                          $       15      $   16,637      $    1,900      $      514     $   19,066
-------------------------

Net income                                                 --              --           1,374              --          1,374
Change in net unrealized gain
   on securities available for
   sale, net of tax effect of $22                                                          42              42             42
                                                                                   ----------
      Total comprehensive income                                                        1,416
                                                                                   ==========

Dividends ($0.26 per share)                                --              --            (168)             --           (168)
Amortization of awards under Management
   Recognition and Retention Plan (MRRP)                   --              53              --              --             53
                                                   ----------      ----------      ----------      ----------     ----------

Balance December 31, 2004                          $       15      $   16,690      $    3,106      $      556     $   20,367
-------------------------


Net income                                                 --              --           1,362              --          1,362
Change in net unrealized gain
   on securities available for
   sale, net of tax effect of $126                                                       (244)           (244)          (244)
                                                                                   ----------
      Total comprehensive income                                                        1,118
                                                                                   ==========

Dividends ($0.31 per share)                                --              --            (184)             --           (184)
Release 3,668 shares of stock (MRRP)                       --             (65)             --              --            (65)
Release ESOP shares                                        --              38              --              --             38
Purchase of shares (ESOP)                                  --              (6)             --              --             (6)
Amortization of awards under Management
   Recognition and Retention Plan (MRRP)                   --              53              --              --             53
                                                   ----------      ----------      ----------      ----------     ----------

Balance December 31, 2005                          $       15      $   16,710      $    4,284      $      312     $   21,321
-------------------------                          ==========      ==========      ==========      ==========     ==========
</TABLE>


                                       22
<PAGE>

                      MINDEN BANCORP, INC. AND SUBSIDIARIES
                      -------------------------------------

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      -------------------------------------

                     YEARS ENDED DECEMBER 31, 2005 AND 2004
                     --------------------------------------

<TABLE>
<CAPTION>
                                                                                        2005                 2004
                                                                                        ----                 ----
                                                                                            (in thousands)
<S>                                                                                <C>                   <C>
Cash flows from operating activities:
-------------------------------------
   Net income                                                                      $   1,362             $  1,374
   Adjustments to reconcile net income to net cash
     provided by operating activities:
       Depreciation                                                                      162                  151
       Deferred income taxes                                                             (36)                  36
       MRRP and other expenses                                                            91                   52
       Stock Dividends                                                                   (39)                 (17)
       Net amortization of securities                                                     68                  154
       (Gain) loss on sale of assets                                                       1                  (38)
       Increase in prepaid expenses and accrued income                                   (28)                (138)
       (Increase) (Decrease) in dividends payable and other liabilities                  182                  (85)
                                                                                   ---------             --------
         Net cash provided by operating activities                                     1,763                1,489

Cash flows from investing activities:
-------------------------------------
   Activity in available for sale securities:
     Maturities, prepayments and calls                                                 9,427               15,195
     Purchases                                                                        (5,725)             (14,642)
   Activity in held to maturity securities:
     Maturities, prepayments and calls                                                   763                  239
     Purchases                                                                          (105)              (1,228)
   Net increase in loans                                                              (7,517)              (4,503)
   Purchases of premises and equipment                                                  (395)                (917)
   Other                                                                                  38                   34
                                                                                   ---------             --------
         Net cash used by investing activities                                        (3,514)              (5,822)

Cash flows from financing activities:
-------------------------------------
   Net increase in deposits                                                              156                2,544
   Net increase in advances from FHLB                                                  3,300                3,700
   Treasury Stock purchased                                                             (428)              (1,136)
   Dividends paid                                                                       (184)                (168)
                                                                                   ---------             --------
         Net cash provided by financing activities                                     2,844                4,940
                                                                                   ---------             --------

Net increase in cash and cash equivalents                                              1,093                  607
-----------------------------------------

Cash and cash equivalents at January 1                                                 2,939                2,332
--------------------------------------                                             ---------             --------

Cash and cash equivalents at December 31                                           $   4,032             $  2,939
----------------------------------------                                           =========             ========
</TABLE>


                                       23
<PAGE>

                      MINDEN BANCORP, INC. AND SUBSIDIARIES
                      -------------------------------------

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      -------------------------------------

                     YEARS ENDED DECEMBER 31, 2005 AND 2004
                     --------------------------------------

                                                         2005            2004
                                                         ----            ----
                                                          (in thousands)

Supplemental disclosures:
   Interest paid on deposits and borrowed funds      $   2,061      $   1,602
   Income taxes paid                                       608            615

     Noncash investing and financing activities:
       Transfer of loans to real estate owned        $      --      $      --
                                                     =========      =========

       Increase (decrease) in unrealized gain on
         securities available for sale               $    (371)     $      63
                                                     ==========     =========

                                       24
<PAGE>

                      MINDEN BANCORP, INC. AND SUBSIDIARIES
                      -------------------------------------

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------

                           DECEMBER 31, 2005 AND 2004
                           --------------------------

1.    Summary of Significant Accounting Policies
      ------------------------------------------

      Minden Building and Loan  Association (the  "Association")  is a Louisiana
      chartered building and loan association.  The Association accepts customer
      demand,  savings,  and time deposits and provides  residential  mortgages,
      consumer and business  loans to consumers.  The  Association is subject to
      the  regulations  of certain  federal  and state  agencies  and  undergoes
      periodic  examinations by those  regulatory  authorities.  The Association
      formed Minden Service, Inc. as a wholly-owned subsidiary.  Minden Service,
      Inc.'s sole purpose is to hold real estate for the  Association to use for
      further  expansion.  The  Association  is the  wholly-owned  subsidiary of
      Minden Bancorp, Inc. (the "Company"). The Company's only significant asset
      and  business   activity  is  its  investment  in  the  Association.   All
      intercompany  transactions have been eliminated in consolidation of Minden
      Bancorp,  Inc.,  Minden Building and Loan  Association and Minden Service,
      Inc.

      On December 11, 2001, the Board of Directors of the Association, adopted a
      plan of reorganization  pursuant to which the Association would convert to
      stock  form and  became  a  wholly-owned  subsidiary  of the  Company.  In
      connection  with the  reorganization,  the Company became a majority owned
      subsidiary  of Minden  Mutual  Holding  Company.  The  reorganization  was
      consummated on July 2, 2002.

      Use of Estimates.  In preparing  financial  statements in conformity  with
      accounting  principles generally accepted in the United States of America,
      management is required to make estimates and  assumptions  that affect the
      reported  amounts of assets and  liabilities as of the date of the balance
      sheet and reported  amounts of revenues and expenses  during the reporting
      period.  Actual  results  could  differ  from  those  estimates.  Material
      estimates that are particularly  susceptible to significant  change in the
      near term relate to the  determination  of the  allowance for loan losses,
      and the  valuation  of  foreclosed  real  estate,  deferred tax assets and
      trading activities.

      Significant Group Concentrations of Credit Risk. Most of the Association's
      activities are with customers  located within Webster  Parish,  Louisiana.
      Note 2 to the  financial  statements  summarizes  the types of  investment
      securities  in  which  the  Association  makes  investments,  and  Note  3
      summarizes  the  types  of  loans  included  in  the  Association's   loan
      portfolio. The Association does not have any significant concentrations to
      any one industry or customer.

      Cash and Cash  Equivalents.  For purposes of the statements of cash flows,
      cash and  cash  equivalents  include  cash and  balances  due from  banks,
      federal funds sold and  interest-bearing  deposits at other banks,  all of
      which mature within ninety days.

      Interest-Bearing  Deposits  in Banks.  Interest-bearing  deposits in banks
      mature within one year and are carried at cost.

      Securities. Securities that management has the positive intent and ability
      to hold to maturity are  classified  as "held to maturity" and recorded at
      amortized cost.  Securities not classified as held to maturity or trading,
      including equity  securities with readily  determinable  fair values,  are
      classified  as  "available  for sale" and  recorded  at fair  value,  with
      unrealized  gains and losses  excluded from earnings and reported in other
      comprehensive income.


                                       25
<PAGE>

1.    Summary of Significant Accounting Policies (Continued)

      Mortgage-Backed    Securities.    Mortgage-backed   securities   represent
      participating  interests  in  pools  of  long-term  first  mortgage  loans
      originated  and  serviced  by issuers of the  securities.  Mortgage-backed
      securities  are  carried  at  unpaid  principal  balances,   adjusted  for
      unamortized  premiums and unearned  discounts.  Premiums and discounts are
      amortized  using  the  interest  method  over  the  remaining   period  to
      contractual maturity.  Management intends and has the ability to hold such
      securities to maturity.  The cost of securities called is determined using
      the specific identification method.

      Purchase  premiums and discounts are  recognized in interest  income using
      the interest method over the terms of the securities. Declines in the fair
      value of held-to-maturity  and  available-for-sale  securities below their
      cost that are deemed to be other than  temporary are reflected in earnings
      as  realized  losses.  Gains  and  losses  on the sale of  securities  are
      recorded  on  the  trade  date  and  are  determined  using  the  specific
      identification method.

      Loans.  The Association  grants  mortgage,  business and consumer loans to
      customers.  A substantial  portion of the loan portfolio is represented by
      mortgage loans secured by properties throughout Webster Parish,  Louisiana
      and the surrounding parishes.  The ability of the Association's debtors to
      honor  their  contracts  is  dependent  upon the real  estate and  general
      economic conditions in this area.

      Loans  that  management  has  the  intent  and  ability  to  hold  for the
      foreseeable  future or until maturity or pay-off generally are reported at
      their outstanding unpaid principal balances adjusted for charge-offs,  the
      allowance  for loan losses,  and any deferred fees for costs on originated
      loans.  Interest income is accrued on the unpaid principal  balance.  Loan
      origination  fees, net of certain direct  origination  costs, are deferred
      and  recognized  as an  adjustment  of the  related  loan yield  using the
      interest method.

      The accrual of interest on mortgage, commercial real estate and commercial
      business,  and consumer loans is  discontinued  at the time the loan is 90
      days  delinquent  unless  the  credit is  well-secured  and in  process of
      collection. In all cases, loans are placed on nonaccrual or charged-off at
      an earlier  date if  collection  of  principal  or interest is  considered
      doubtful.

      All  interest  accrued  but not  collected  for loans  that are  placed on
      nonaccrual  or  charged  off is  reversed  against  interest  income.  The
      interest  on  these  loans  is  accounted   for  on  the   cash-basis   or
      cost-recovery  method,  until qualifying for return to accrual.  Loans are
      returned to accrual  status when all the  principal  and interest  amounts
      contractually  due are brought  current and future payments are reasonably
      assured.

      Allowance for Loan Losses. The allowance for loan losses is established as
      losses are estimated to have occurred  through a provision for loan losses
      charged to earnings.  Loan losses are charged  against the allowance  when
      management  believes the  uncollectibility of a loan balance is confirmed.
      Subsequent recoveries, if any, are credited to the allowance.

      The  allowance  for  loan  losses  is  evaluated  on a  regular  basis  by
      management  and  is  based  upon  management's   periodic  review  of  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  economic   conditions.   This  evaluation  is  inherently
      subjective as it requires  estimates  that are  susceptible to significant
      revision as more information become available.


                                       26
<PAGE>

1.    Summary of Significant Accounting Policies (Continued)

      A loan is  considered  impaired  when,  based on current  information  and
      events,  it is probable that the Association will be unable to collect the
      scheduled  payments of  principal  or interest  when due  according to the
      contractual terms of the loan agreement.  Factors considered by management
      in determining  impairment  include payment status,  collateral value, and
      the probability of collecting  scheduled  principal and interest  payments
      when due. Loans that experience  insignificant  payment delays and payment
      shortfalls generally are not classified as impaired. Management determines
      the   significance   of  payment  delays  and  payment   shortfalls  on  a
      case-by-case  basis,  taking into  consideration  all of the circumstances
      surrounding the loan and the borrower,  including the length of the delay,
      the reasons for the delay,  the borrower's  prior payment record,  and the
      amount of the shortfall in relation to the  principal  and interest  owed.
      Impairment  is  measured  on  a  loan  by  loan  basis  for  business  and
      construction  loans by either the present  value of  expected  future cash
      flows  discounted  at the  loan's  effective  interest  rate,  the  loan's
      obtainable  market price,  or the fair value of the collateral if the loan
      is collateral dependent.

      Large  groups  of  smaller  balance  homogeneous  loans  are  collectively
      evaluated for impairment. Accordingly, the Association does not separately
      identify   individual   consumer  and  residential  loans  for  impairment
      disclosures.

      Credit Related Financial Instruments.  In the ordinary course of business,
      the Association has entered into  commitments to extend credit,  including
      commitments  under  commercial  letters of credit and  standby  letters of
      credit. Such financial instruments are recorded when they are funded.

      Foreclosed  Assets.  Assets acquired  through,  or deeded in lieu of, loan
      foreclosure are held for sale and are initially  recorded at fair value at
      the date of foreclosure,  less estimated cost to sell or cost.  Subsequent
      to foreclosure,  valuations are  periodically  performed by management and
      the assets are carried at the lower of carrying  amount or fair value less
      cost to sell.  Revenue and  expenses  from  operations  and changes in the
      valuation allowance are included in net expenses from foreclosed assets.

      Premises and  Equipment.  Premises and  equipment  are stated at cost less
      accumulated depreciation. The Association records depreciation on property
      and  equipment  using  accelerated  and  straight-line  methods with lives
      ranging from 5 to 15 years on furniture,  fixtures and equipment and to 40
      years on its building.

      Income Taxes.  Deferred  income tax assets and  liabilities are determined
      using the liability (or balance sheet) method.  Under this method, the net
      deferred tax asset or liability is determined  based on the tax effects of
      the  temporary  differences  between the book and tax bases of the various
      balance  sheet  assets and  liabilities  and give current  recognition  to
      changes in tax rates and laws.

      Advertising Costs.  Advertising costs are expensed as incurred. Such costs
      (in thousands)  amounted to  approximately  $54 and $67 for 2005 and 2004,
      respectively, and are included in other operating expense.

      Reclassifications.  Certain amounts  previously  reported in the Company's
      financial   statements  have  been  reclassified  to  conform  to  current
      classifications,  with no  effect on  previously  reported  net  income or
      equity.


                                       27
<PAGE>

1.    Summary of Significant Accounting Policies   (Continued)

      Earnings per share (ESP). EPS is calculated  based upon 1,324,753  average
      weighted  common  shares  outstanding  stock less ESOP shares not released
      less treasury stock at December 31, 2005, and 1,332,878  average  weighted
      shares outstanding stock less ESOP shares not released less treasury stock
      at December 31, 2004.

      Comprehensive   Income.   Accounting  principles  generally  require  that
      recognized revenue,  expenses, gains and losses be included in net income.
      Although  certain  changes in assets and  liabilities,  such as unrealized
      gains and  losses on  available-for-sale  securities,  are  reported  as a
      separate component of the equity section of the balance sheet, such items,
      along with net income, are components of comprehensive income.

      During 2005, the FASB issued the following statements: No. 154, Accounting
      Changes and Error  Corrections,  No. 155,  Accounting  for Certain  Hybrid
      Financial  Instruments and No. 156,  Accounting for Servicing of Financial
      Assets.  Also, the FASB issued several Staff  Positions  (FSPs);  however,
      none of those were applicable to the Association. These statements are not
      expected  to  have  a  material  impact  on  the  Association's  financial
      statements.

2.    Investment Securities

      Securities  held-to-maturity  consist of the following  (in  thousands) at
      December 31, 2005 and 2004:

<TABLE>
<CAPTION>
                                                             2005
                                  -----------------------------------------------------------
                                                     Gross           Gross         Estimated
                                   Amortized      Unrealized      Unrealized        Market
                                      Cost           Gains          Losses           Value
                                  -----------     -----------     -----------     -----------
<S>                               <C>             <C>             <C>             <C>
      GNMA                                 58              --              --              58
      FNMA                                348               1               2             347
      FHLMC                                18              --              --              18
      Certificates of deposit             900              --              --             900
                                  -----------     -----------     -----------     -----------
                                  $     1,324     $         1     $         2     $     1,323
                                  ===========     ===========     ===========     ===========
</TABLE>
<TABLE>
<CAPTION>
                                                             2004
                                  -----------------------------------------------------------
                                                     Gross           Gross         Estimated
                                   Amortized      Unrealized      Unrealized        Market
                                      Cost           Gains          Losses           Value
                                  -----------     -----------     -----------     -----------
<S>                               <C>             <C>             <C>             <C>
      GNMA                                 77               1              --              78
      FNMA                                987              27               2           1,012
      FHLMC                                23              --              --              23
      Certificates of deposit           1,010              --              --           1,010
                                  -----------     -----------     -----------     -----------
                                  $     2,097     $        28     $         2     $     2,123
                                  ===========     ===========     ===========     ===========
</TABLE>


                                       28
<PAGE>

2.    Investment Securities (Continued)

      Securities available-for-sale consist of the following (in thousands):

<TABLE>
<CAPTION>
                                                                            2005
                                         ------------------------------------------------------------------------
                                                                  Gross               Gross            Estimated
                                            Amortized          Unrealized          Unrealized            Fair
                                              Cost                Gains              Losses             Value
                                         --------------       -------------       -------------       -----------
<S>                                      <C>                  <C>                 <C>               <C>
        Shay Asset Fund-ARM              $        9,617       $          --       $         209     $       9,408
        FHLMC voting stock                           12                 811                  --               823
        Agencies                                     --                  --                  --               --
        Municipals                                  230                  --                   3               227
        FNMA ARM pools                           10,699                  17                  84            10,632
        FHLMC ARM pools                           5,687                  25                  33             5,679
        GNMA ARM pools                            3,325                  --                  51             3,274
                                         --------------       -------------       -------------     -------------
                                         $       29,570       $         853       $         380     $      30,043
                                         ==============       =============       =============     =============
</TABLE>
<TABLE>
<CAPTION>
                                                                           2004
                                         ------------------------------------------------------------------------
                                                                  Gross               Gross            Estimated
                                           Amortized           Unrealized           Unrealized            Fair
                                              Cost                Gains               Losses              Value
                                         --------------       -------------       -------------       -----------
<S>                                      <C>                  <C>                 <C>               <C>
        Shay Asset Fund-ARM              $        8,697       $          --       $          87     $       8,610
        FHLMC voting stock                           12                 928                  --               940
        Agencies                                    498                  17                  --               515
        Municipals                                  230                   2                  --               232
        FNMA ARM pools                           13,579                  44                  44            13,579
        FHLMC ARM pools                           5,815                  32                   9             5,838
        GNMA ARM pools                            4,499                   2                  41             4,460
                                         --------------       -------------       -------------     -------------
                                         $       33,330       $       1,025       $         181     $      34,174
                                         ==============       =============       =============     =============
</TABLE>

      The amortized cost and estimated market value (in thousands) of investment
      securities at December 31, 2005, by contractual maturity, are shown below.
      Expected  maturities  will  differ  from  contractual  maturities  because
      borrowers may have the right to call or prepay obligations with or without
      call or prepayment penalties.

<TABLE>
<CAPTION>
                                                  Available for Sale                      Held to Maturity
                                         ----------------------------------       -------------------------------
                                            Amortized              Fair              Amortized           Fair
                                              Cost                 Value               Cost              Value
                                         --------------       -------------       -------------     -------------
<S>                                      <C>                  <C>                 <C>               <C>
      One year or less                   $        9,617       $       9,408       $         100     $         100
      After 1 year thru 5 years                      --                  --                 834               835
      After 5 years thru 10 years                   535                 526                  69                70
      After 10 years                             19,418              20,109                 321               318
                                         --------------       -------------       -------------     -------------
                                         $       29,570       $      30,043       $       1,324     $       1,323
                                         ==============       =============       =============     =============
</TABLE>

      At  December  31,  2005,  investment  securities  (in  thousands)  with  a
      financial  statement  carrying  amount of $2,348  were  pledged  to secure
      public deposits.  No gain or loss was recognized on investments in 2005 or
      2004. Maturities and calls are detailed on the statement of cash flows.


                                       29
<PAGE>

3.    Loans and Allowance for Loan Losses

      The composition of the  Association's  loan portfolio at December 31, 2005
      and 2004, is as follows (in thousands):

<TABLE>
<CAPTION>
                                                                             2005                     2004
                                                                             ----                     ----
<S>                                                               <C>                        <C>
         First mortgage conventional loans:
           Secured by one-to-four-family residences               $        38,746            $      37,711
         Commercial real estate                                            12,570                    9,468
         Commercial business                                                9,933                    9,435
         Consumer loans (including overdrafts of
           $50 and $25)                                                     5,431                    3,815
         Consumer loans secured by deposits                                 1,439                    1,759
         Construction loans                                                 4,113                    1,477
                                                                  ---------------            -------------
               Total                                                       72,232                   63,665
         Less-allowance for loan losses                                      (837)                    (877)
               Unfunded construction loan commitments                      (1,278)                    (188)
                                                                  ---------------            -------------
               Loans, net                                         $        70,117            $      62,600
                                                                  ===============            =============
</TABLE>

      Changes in the  allowance  for loan losses are  summarized  as follows (in
thousands):

<TABLE>
<CAPTION>
                                                                             2005                     2004
                                                                             ----                     ----
<S>                                                               <C>                        <C>
         Balance, January 1                                       $           877            $         893
         Provision for loan losses                                             --                       --
         Loans charged off-net of recoveries                                  (40)                     (16)
                                                                  ---------------            -------------
         Balance, December 31                                     $           837            $         877
                                                                  ===============            =============
</TABLE>

      The Association charges a flat rate for the origination or assumption of a
      loan. These fees are designed to offset direct loan origination  costs and
      the net amount,  if material,  is deferred and  amortized,  as required by
      SFAS 91.

      The Association's  lending activity is concentrated within Webster Parish,
      Louisiana.  The  majority of loans  extended in this  lending area are for
      one-to-four-family  dwelling units; however, the Association is continuing
      to expand its lending  activities  with respect to commercial real estate,
      commercial  business  and  consumer  loans.  See  above  for  detail.  The
      Association requires collateral sufficient in value to cover the principal
      amount of the loan.  Such collateral is evidenced by mortgages on property
      held and readily accessible to the Association.

4.    Accrued Interest Receivable

      Accrued interest  receivable at December 31, consists of the following (in
      thousands):

<TABLE>
<CAPTION>
                                                                             2005                     2004
                                                                             ----                     ----

<S>                                                               <C>                        <C>
           Loans                                                  $           452            $         395
           Mortgage-backed securities                                         101                      103
           Investment securities and other                                      5                       14
                                                                  ---------------            -------------
                  Total accrued interest receivable               $           558            $         512
                                                                  ===============            =============
</TABLE>


                                       30
<PAGE>

5.    Premises and Equipment

      Premises and equipment are summarized as follows (in thousands):

<TABLE>
<CAPTION>
                                                                             2005                     2004
                                                                             ----                     ----
<S>                                                               <C>                        <C>
           Land and buildings                                     $         3,416            $       3,152
           Furniture, fixtures and equipment                                  648                      540
                                                                  ---------------            -------------
                  Total                                                     4,064                    3,692
           Less-accumulated depreciation                                     (752)                    (613)
                                                                  ---------------            -------------
                  Net premises and equipment                      $         3,312            $       3,079
                                                                  ===============            =============
</TABLE>

      Included  in  land  and  buildings  is  $902  (in  thousands)  of land and
      construction  cost  related to the Homer Road property. The Association is
      building  a  new main office there which should be completed in late 2006.
      The  total  anticipated  cost  of  the  project  is  $3.5  million.

6.    Deposits

      Deposits as of December 31 are summarized as follows (in thousands):

<TABLE>
<CAPTION>
                                                                             2005                     2004
                                                                             ----                     ----
<S>                                                               <C>                        <C>
         Demand deposit accounts (including official
           checks of $746 in 2005 and $955 in 2004)               $        14,244            $      11,006
         Passbook savings                                                  12,812                   14,022
         Certificates of deposit:
           1.00% - 1.99%                                                       --                    4,642
           2.00% - 2.99%                                                    9,725                   37,178
           3.00% - 3.99%                                                   26,139                    3,817
           4.00% - 4.99%                                                    7,901                       --
                                                                  ---------------            -------------
           Total certificates of deposit                                   43,765                   45,637
                                                                  ---------------            -------------
                  Total deposits                                  $        70,821            $      70,665
                                                                  ===============            =============
</TABLE>

      Scheduled  maturities of  certificates of deposit at December 31, 2005 are
      as follows (in thousands):

<TABLE>
<CAPTION>
                                              2006                2007               2008                Total
                                              ----                ----               ----                -----
<S>                                  <C>                <C>                 <C>                  <C>
        1.00% - 1.99%                $          --      $           --      $          --        $          --
        2.00% - 2.99%                        9,636                  88                 --                9,724
        3.00% - 3.99%                       19,934               6,155                 50               26,139
        4.00% - 4.99%                        3,925               3,725                252                7,902
                                     -------------      --------------      -------------        -------------
                                     $      33,495      $        9,968      $         302        $      43,765
                                     =============      ==============      =============        =============
</TABLE>

      Included  (in  thousands)  in deposits  at December  31, 2005 and 2004 are
      $11,809  and  $12,410,   respectively,   of  certificates  of  deposit  in
      denominations of $100 (in thousands) or more.

7.    Federal Income Taxes

Federal income tax expense applicable to net income for the years ended December
31, 2005 and 2004 was as follows (in thousands):

<TABLE>
<CAPTION>
                                                                             2005                     2004
                                                                             ----                     ----
<S>                                                               <C>                        <C>
               Current                                            $           714            $         657
               Deferred                                                       (36)                      36
                                                                  ---------------            -------------
                                                                  $           678            $         693
                                                                  ===============            =============
</TABLE>


                                       31
<PAGE>

7.    Federal Income Taxes (Continued)

      Total income tax expense (in thousands) differed from the amounts computed
      by applying  the U.S.  federal  income tax rate of 34% in 2005 and 2004 to
      income before taxes as a result of the following:

<TABLE>
<CAPTION>
                                                                          2005                 2004
                                                                          ----                 ----
<S>                                                                      <C>                  <C>
        Expected income tax expense                                         34%                  34%
        Nontaxable income-FHLB stock dividend                              (.7)                 (.5)
        Difference between financial and tax additions
          to allowance for loan losses                                     (.6)                  --
        Nondeductible expenses and other                                    .5                   --
                                                                  ------------            ---------
               Effective tax rates                                       3 3.2%                33.5%
                                                                  ============            =========
</TABLE>

      The components of net deferred tax liability are as follows (in
thousands):

<TABLE>
<CAPTION>
                                                                          2005                 2004
                                                                          ----                 ----
<S>                                                               <C>                     <C>
        Deferred tax liabilities:
          Net unrealized gain on available for
            sale securities                                       $        161            $     287
          Federal Home Loan Bank stock                                      98                  100
          Depreciation                                                     131                  161
          Compensation/other                                                30                   34
                                                                  ------------            ---------
               Deferred tax liability                             $        420            $     582
                                                                  ============            =========
</TABLE>

      In  computing  federal  taxes on income under  provisions  of the Internal
      Revenue  Code in years  past,  earnings  appropriated  by savings and loan
      associations  to general  reserves were  deductible in arriving at taxable
      income if certain  conditions were met. Retained earnings  appropriated to
      federal  insurance  reserve at December 31, 2005 and 2004 (in  thousands),
      includes  appropriations of net income of prior years of $1,296, for which
      no provision  for federal  income taxes has been made.  If this portion of
      the reserve is used for any  purpose  other than to absorb  losses,  a tax
      liability will be imposed upon the Association at the then current federal
      income tax rate.

8.    Federal Home Loan Bank Advances

      Federal Home Loan Bank (FHLB)  advances  represent  short-term  fixed-rate
      borrowings from the Federal Home Loan Bank of Dallas.  The Association has
      borrowed  funds for periods from  overnight  to four and one-half  months.
      Interest  rates  paid on the  advances  vary  by  term  and are set by the
      Federal Home Loan Bank.  Total  advances  outstanding at December 31, 2005
      and 2004 (in thousands) amount to $20,500 and $17,200,  respectively.  The
      advances  bear interest at rates of 4.2% as of December 31, 2005 and 2.28%
      to 1.98% as of December 31, 2004.

      The Association has an available line of credit with the FHLB of Dallas of
      $54 million at December 31, 2005 with $33.5 million available for use.

9.    Pension/ESOP Plan

      In 2001, the Association adopted a 401(k) retirement plan and discontinued
      its "SEP" plan,  covering all employees based upon a year of service.  The
      plan  provides for a 2% employer  contribution  (based upon  compensation)
      with a match  of the  employees  contribution  up to 6% based  upon  Board
      approval. Plan contributions (in thousands) for 2005 and 2004 were $44 and
      $30, respectively.


                                       32
<PAGE>

9.    Pension/ESOP Plan (Continued)

      The Company established an ESOP and loaned (in thousands) the ESOP $524 to
      purchase  52,371  shares of common  stock,  which  amounted to 3.8% of the
      outstanding shares at December 31, 2005. The Company has received payments
      (in  thousands) of $99 of which $35 thousand was  interest.  The remaining
      balance  due (in  thousands)  of $368 is  payable  over nine  years at (in
      thousands) $66 per year  including  interest.  The quarterly  payments (in
      thousands)  are $16.5  and  annually  aggregate  $66 (in  thousands).  The
      Association  made  contributions  to ESOP to  enable  it to make  the note
      payment  (in  thousands)  of $66 and $66 in 2005 and  2004,  respectively,
      which is included in salaries and benefits on the income statement. As the
      note  is  paid,   the  shares  will  be  released  and  allocated  to  the
      participants of the ESOP. As of December 31, 2005,  13,093 of those shares
      had been released.  The market value (in thousands) of the unreleased ESOP
      shares at December 31, 2005 was $786.

10.   Retained Earnings and Regulatory Capital

      The  Association  is subject to various  regulatory  capital  requirements
      administered by federal banking agencies.  Failure to meet minimum capital
      requirements  can initiate  certain  mandatory,  and  possibly  additional
      discretionary  actions by  regulators  that, if  undertaken,  could have a
      direct material effect on the Association's  financial  statements.  Under
      capital  adequacy  guidelines  and the  regulatory  framework  for  prompt
      corrective  action,  the Association must meet specific capital guidelines
      that  involve   quantitative   measures  of  the   Association's   assets,
      liabilities,  and  certain  off-balance-sheet  items as  calculated  under
      regulatory  accounting  practices.  The Association's  capital amounts and
      classification are also subject to qualitative judgments by the regulators
      about components, risk weightings, and other factors.

      Quantitative measures established by regulation to ensure capital adequacy
      require the Association to maintain  minimum amounts and ratios (set forth
      in the  table  below)  of total  and Tier I  capital  (as  defined  in the
      regulations) to risk-weighted  assets (as defined),  and of Tier I capital
      (as defined) to average assets (as defined).  Management  believes,  as of
      December  31,  2005,  that the  Association  meets  all  capital  adequacy
      requirements to which it is subject.

      As of December 31, 2005, the most recent  notification  from the Office of
      Thrift  Supervision  categorized the Association as well capitalized under
      the regulatory  framework for prompt corrective  action. To be categorized
      as adequately  capitalized  the  Association  must maintain  minimum total
      risk-based,  Tier I risk-based, and Tier I leverage ratios as set forth in
      the table.  The  Association's  actual capital amounts and ratios are also
      presented  in the  table.  There are no  conditions  or events  since that
      notification  that  management  believes  have  changed the  institution's
      category.

<TABLE>
<CAPTION>
                                                                                                    To Be Well
                                                                                                Capitalized Under
                                                                          For Capital           Prompt Corrective
                                                  Actual               Adequacy Purposes:       Action Provisions:
                                             -----------------         ------------------       ------------------
                                             Amount      Ratio         Amount      Ratio         Amount      Ratio
                                             ------      -----         ------      -----         ------      -----
<S>                                          <C>        <C>             <C>         <C>           <C>        <C>
      As of December 31, 2005
        Total capital (to Risk-
          Weighted Assets)                   17,888     29.46%        >=4,858     >=8.0%        >=6,072    >=10.0%
        Core (Tier I) Capital (to
          Risk Weighted Assets)              16,857     27.76%        >=2,429     >=4.0%        >=3,643     >=6.0%
        Core (Tier I) Capital (to
          Total Assets)                      16,857     15.21%        >=3,325     >=3.0%        >=5,541     >=5.0%
        Tangible Capital
          (to Total Assets)                  16,857     15.21%        >=1,662     >=1.5%            N/A        N/A
</TABLE>


                                       33
<PAGE>

11.   Related Party Transactions

      At December 31, 2005 and 2004, certain officers,  directors,  or companies
      in which they have 10% or more  beneficial  ownership were indebted to the
      Association in the approximate  aggregate amounts (in thousands) of $1,729
      and $1,522,  respectively.  During the year ended December 31, 2005, total
      principal  additions  (in  thousands)  were  $1,250  and  total  principal
      payments were $1,043. Such parties held deposits in the Association in the
      approximate  amounts (in  thousands)  of $2,559 and $2,272 at December 31,
      2005 and 2004, respectively.

12.   Commitments and Contingencies

      In the  ordinary  course of  business,  the  Association  has  outstanding
      commitments on which management does not anticipate losses.  They include,
      among other  things,  commitments  to extend  credit and letters of credit
      undertaken in the normal  course of business.  As of December 31, 2005 and
      2004 (in thousands), the Association had $13,867 and $9,439, respectively,
      of loan  commitments and lines of credit  outstanding,  including loans in
      process.

      When entered into, these commitments  represent  off-balance sheet risk to
      the  Association,  with the contractual  notional amount  representing the
      Association's  exposure to credit loss in the event of  nonperformance  by
      the other  party to the  instruments.  Commitments  to extend  credit  are
      agreements  to lend to a customer as long as there is no  violation of any
      condition   established  in  the  contract.   They  generally  have  fixed
      expiration  dates and require payment of a fee. Since many commitments are
      expected to expire without being drawn upon, the total  commitments do not
      necessarily represent future cash requirements.  The Association evaluates
      each customer's  creditworthiness  on a case-by-case basis, and obtains an
      amount of collateral it deems sufficient.

13.   Fair Value of Financial Instruments

      The fair value of a financial  instrument is the current amount that would
      be exchanged between willing parties,  other than in a forced liquidation.
      Fair value is best determined based upon quoted market prices. However, in
      many  instances,  there are no quoted market prices for the  Association's
      various financial instruments. In cases where quoted market prices are not
      available, fair values are based on estimates using present value or other
      valuation techniques.  Those techniques are significantly  affected by the
      assumptions used, including the discount rate and estimates of future cash
      flows.  Accordingly,  the fair value  estimates  may not be realized in an
      immediate  settlement  of  the  instrument.   SFAS  107  excludes  certain
      financial instruments and all nonfinancial instruments from its disclosure
      requirements.  Accordingly, the aggregate fair value amounts presented may
      not necessarily represent the underlying fair value of the Association.

      The following  methods and  assumptions  were used by the  Association  in
      estimating fair value disclosures for financial instruments:

      Cash and cash  equivalents:  The carrying  amounts of cash and  short-term
      instruments approximate fair values.

      Interest-bearing    deposits   in   banks:   The   carrying   amounts   of
      interest-bearing  deposits  maturing within ninety days approximate  their
      fair values.

      Securities:  Fair values for securities,  excluding Federal Home Loan Bank
      stock,  are based on quoted market  prices.  The carrying value of Federal
      Home Loan Bank  stock  approximates  fair  value  based on the  redemption
      provisions of the Federal Home Loan Bank.


                                       34
<PAGE>

13.   Fair Value of Financial Instruments (Continued)

      Loans receivable: For variable-rate loans that reprice frequently and with
      no  significant  change in credit risk,  fair values are based on carrying
      values.  Fair values for certain mortgage loans (e.g.,  one-to-four family
      residential),  and other  consumer loans are based on quoted market prices
      of similar loans sold in  conjunction  with  securitization  transactions,
      adjusted for  differences in loan  characteristics.  Fair values for other
      loans  (e.g.,  commercial  real estate and  investment  property  mortgage
      loans,  commercial and industrial  loans) are estimated  using  discounted
      cash flow analyses, using interest rates currently being offered for loans
      with similar terms to borrowers of similar credit quality. Fair values for
      nonperforming  loans are estimated using  discounted cash flow analyses or
      underlying collateral values, where applicable.

      Deposit liabilities:  The fair values disclosed for demand deposits (e.g.,
      interest and noninterest checking,  passbook savings, and certain types of
      money market accounts) are, by definition,  equal to the amount payable on
      demand at the reporting date (i.e., their carrying amounts).  The carrying
      amounts  of   variable-rate,   fixed-term   money   market   accounts  and
      certificates  of deposit  approximate  their fair values at the  reporting
      date.  Fair values for  fixed-rate  certificates  of deposit are estimated
      using a  discounted  cash flow  calculation  that applies  interest  rates
      currently  being  offered  on  certificates  to a schedule  of  aggregated
      expected monthly maturities on time deposits.

      Short-term  borrowings:  The  carrying  amounts of Federal  Home Loan Bank
      advances maturing within ninety days approximate their fair values.

      Accrued  interest:  The carrying amounts of accrued  interest  approximate
      fair value.

      Off-balance-sheet   instruments:   Fair   values  for   off-balance-sheet,
      credit-related  financial  instruments are based on fees currently charged
      to enter into similar agreements,  taking into account the remaining terms
      of the agreements and the counterparties' credit standing. Fair values for
      off-balance sheet commitments to extend credit  approximate their carrying
      value.

      The estimated fair values,  and related carrying or notional  amounts,  of
      the Company's financial instruments are as follows:

<TABLE>
<CAPTION>
                                                                                December 31,
                                                     -------------------------------------------------------------
                                                                  2005                              2004
                                                     -----------------------------      --------------------------
                                                       Carrying            Fair           Carrying          Fair
                                                        Amount            Value            Amount          Value
                                                        ------            -----            ------          -----
                                                                             (in thousands)
<S>                                                  <C>               <C>              <C>             <C>
      Financial assets:
        Cash and cash equivalents                    $      4,032      $     4,032      $      2,939    $    2,939
        Securities available for sale                      30,043           30,043            34,174        34,174
        Securities held to maturity                         1,324            1,323             2,097         2,123
        FNBB and FHLB stock                                 1,370            1,370             1,226         1,226
        Loans, net                                         70,117           69,627            62,600        63,539
        Accrued interest receivable                           558              558               512           512

      Financial liabilities:
        Deposits                                           70,821           70,821            70,665        70,665
        Accrued interest payable                              269              269               187           187
        Federal Home Loan Bank advances                    20,500           20,500            17,200        17,200
</TABLE>


                                       35
<PAGE>

13.   Fair Value of Financial Instruments (Continued)

<TABLE>
<CAPTION>
                                                                              December 31,
                                                     -------------------------------------------------------------
                                                                  2005                              2004
                                                     -----------------------------      --------------------------
                                                       Carrying            Fair           Carrying          Fair
                                                        Amount            Value            Amount          Value
                                                        ------            -----            ------          -----
                                                                             (in thousands)
<S>                                                        <C>              <C>                <C>           <C>
      Off-balance sheet credit related to financial
       instruments:
          Commitments to extend credit                     13,867           13,867             9,439         9,439
</TABLE>

      Off-balance sheet derivative financial instruments:  N/A

14.   Segment Reporting

      The  Company,  due  to  its  size  (both  assets  and employees), has only
      one  reportable  segment.  The  Association reports its lending activities
      (mortgages,  consumer  and commercial) as one segment. It does not operate
      as  multiple  segments  nor  does  it  manage  or report as other than one
      segment.

      The Company does not have a single external customer from which it derives
      10% or more of its revenue.  Refer to Note 3 for the one geographical area
      it operates in.

15.   Other Assets

      Other assets consist of the following (in thousands):

                                                 2005            2004
                                                 ----            ----

         Cash value of life insurance     $       359     $       311
         Prepaid expenses                         161             245
                                          -----------     -----------
                                          $       520     $       556
                                          ===========     ===========

16.   Stock Based Benefit Plans

      The Company  established the 2003 Recognition and Retention Plan and Trust
      Agreement  ("RRP"),  which is a stock-based  incentive  plan.  The RRP was
      approved by the  shareholders at the Company's annual meeting held May 15,
      2003.

      The  Company  authorized  26,186  shares  of  the  Company's  common stock
      to  be  awarded  under the RRP. The Company had purchased 26,186 shares in
      the open market to fund the RRP as of December 31, 2004. Shares subject to
      awards  under  the  RRP  shares vest at 20% per year under the plan. As of
      December  31,  2005, awards covering 18,854 shares had been made and as of
      2004  awards  covering  18,354 shares had been made. During 2005 and 2004,
      3,668 shares vested and were issued. As a result, expense for this plan is
      being amortized over a 60- month period and is based upon the market value
      of  the  Company's  stock  as  of  the  grant date of the awards which was
      $15.375  with  respect  to  all  of  the  currently  outstanding  awards.
      Compensation (in thousands) under the RRP for the years ended December 31,
      2005 and 2004 was $53 each year and was included in salaries and benefits.

      The Company  established  the 2003 Stock Option Plan (the  "Option  Plan")
      under which 65,464  shares of Company  stock are reserved for the grant of
      stock  options to  directors,  officers  and  employees.  The Option  Plan
      provides for vesting to  participants  at 20% per year. The options expire
      in ten years.


                                       36
<PAGE>

16.   Stock Based Benefit Plans (Continued)

      The  exercise  price  of  the  options  is  equal to the fair market value
      of  the  common  stock on the grant date which was $15.375 with respect to
      all the currently outstanding options. Options covering 51,885 shares were
      outstanding  as  of December 31, 2005. The Company issued 2,000 options in
      2005  that  vest  over  a  five year period. Forty percent of the (19,954)
      options  were  exercisable  as  of  December 31, 2005 an increase of 9,977
      shares  over  2004.

      The Company's  Compensation  Committee of the Board of Directors  oversees
      the RRP and the Option Plan.

      The Company  accounts for its stock options in accordance  with Accounting
      Principals Board Opinion No. 25,  Accounting for Stock Issued to Employees
      (APB  25).  Under  APB 25,  since  the  exercise  price  of the  Company's
      employees'  stock options equals the market price of the underlying  stock
      on the date of grant, no compensation expense is recognized.

      Financial   Account   Standards   Board   (FASB)   Statement    No.   123,
      Accounting  for  Stock-Based Compensation (FAS No. 123) and amended by FAS
      No.  123R  requires pro forma net income and earnings per share based upon
      the fair value method of accounting for stock-based compensation plans. In
      2006,  APB  25  will no longer be applicable and only FAS No. 123R will be
      used  to  account  for  options.  The  Association  will have to recognize
      compensation  cost  for the unvested portion of the stock options over the
      period  of service beginning in the first quarter of 2006. The anticipated
      impact  of  adopting FAS 123R is a net charge to net income of $40,900 per
      year  based  upon  the  current  options  outstanding.

      If  the  Company  had  elected  to  recognize  compensation based upon the
      fair  value  method  prescribed  by  Statement  No. 123, the Company's net
      income  and  per  share  would have been adjusted to the pro forma amounts
      indicated  below  (in  thousands,  except  per  share  amounts):

                                                       Year Ended
                                                   December 31, 2005
                                                   -----------------
           Net income, as reported                      $1,362
           Pro forma net income                         $1,321
           Diluted income per share, as reported
                                                        $ 0.97
           Pro forma diluted income per share           $ 0.94

      The  pro  forma  adjustments  shown  above  are  not  indicative of future
      period  pro  forma  adjustments  when  the  calculation  will  reflect all
      applicable stock options. The fair value of Company options at the date of
      grant  was  estimated  using  the  Black-Scholes option-pricing model with
      assumptions  as  follows:  volatility,  30.07%,  risk  free interest rate,
      3.53%,  dividends  yield,  1.0%  and weighted-average expected life of the
      options,  10  years.

17.   Supplemental  Retirement  Agreements

      The  Association  has  entered  into  supplemental  executive   retirement
      agreements  (the  Agreements)  with  three  key executives. The Agreements
      provide  for aggregate monthly retirement benefits in the amount of $5,000
      per  month  for  ten years and $2,000 per month for fifteen years from the
      date they retire. Refer to the agreements for more details. As of December
      31,  2005,  a  liability  of  $17,217  was  accrued  for  the  Agreements.



18.   Subsequent  Event

      The  Company   purchased   an   insurance   agency   in  early  2006.  The
      purchase price (in thousands) was $370 thousand with $300 thousand in cash
      and  $70 thousand reserved in an escrow account. The amount in escrow will
      be  paid out over 5 years based upon certain earnings goals. A director of
      the  Company  owned  25%  of  the  Agency  purchased.



                                       37
<PAGE>


                        DIRECTORS AND EXECUTIVE OFFICERS
================================================================================

                                    Directors
                                    ---------

A. David Evans                             Russell A. Adams
President and Chief Executive Officer      Retired

John B. Benton, Jr.                        John P. Collins
Retired                                    Owner, A. J. Price, Inc.

Michael S. Harper                          A. Loye Jones
Owner, Harper Motors, Inc.                 Owner, Loye's Pharmacy, Inc.
Owner, Julian Foy Motors, Inc.

F. Dare Lott, Jr.                          Michael W. Wise
Owner, Minden Animal Clinic                CPA, Jamieson Wise and Martin

R. E. Woodard, III
CFP, Lincoln Financial Group

                               Executive Officers
                               ------------------

A. David Evans                             Becky T. Harrell
President and Chief Executive Officer      Chief Financial Officer and Treasurer

                               Michael P. Burton
                               Senior Vice President and Secretary


                                       38
<PAGE>

                  BANKING LOCATIONS AND STOCKHOLDER INFORMATION
================================================================================

                                Banking Locations
                                -----------------

      Minden  Bancorp,  Inc. is a federally  chartered  thrift  holding  company
conducting  business  through its wholly owned  subsidiary,  Minden Building and
Loan Association. Minden Building and Loan Association is a Louisiana-chartered,
SAIF-insured stock building and loan association operating through its office in
Minden, Louisiana.

                                   Main Office
                                   -----------

                                 415 Main Street
                             Minden, Louisiana 71055

                                 Annual Meeting
                                 --------------

      The Annual Meeting of Stockholders of Minden Bancorp, Inc. will be held on
May 9, 2006, at 8:15 a.m.,  Central Time, in the main office of Minden  Building
and Loan Association located at 415 Main Street, Minden, Louisiana.

                            Transfer Agent/Registrar
                            ------------------------

                         Registrar and Transfer Company
                                10 Commerce Drive
                           Cranford, New Jersey 07016
                                 (908) 272-8511

                              Stockholder Requests
                              --------------------

      Requests for annual  reports,  quarterly  reports and related  stockholder
literature  should be directed to Becky T. Harrell,  Chief Financial Officer and
Treasurer, Minden Bancorp, Inc., 415 Main Street, Minden, Louisiana 71055.

      Stockholders  needing  assistance  with stock  records,  transfers or lost
certificates,  please contact Minden  Bancorp's  transfer  agent,  Registrar and
Transfer Company.


                                       39