EMPLOYMENT AGREEMENT
                             AS AMENDED AND RESTATED


     THIS AGREEMENT, is entered into this 30th day of September 2007 ("Effective
Date"),  by and between  Teche  Holding  Company (the  "Parent")  and Patrick O.
Little (the "Executive").

                                   WITNESSETH

     WHEREAS,  the Executive has  heretofore  been employed by the Parent as the
Chairman, President and Chief Executive Officer and is experienced in all phases
of the business of the Parent; and

     WHEREAS,  the Parent  desires to be  ensured of the  Executive's  continued
active participation in the business of the Parent; and

     WHEREAS,  in order to give the Executive  assurances that the Parent wishes
him to  remain  in  the  employ  of  the  Parent  and  in  consideration  of the
Executive's  agreeing to remain in the employ of the Parent, the parties wish to
specify  the  continuing  employment  relationship  between  the  Parent and the
Executive;

     NOW THEREFORE,  in consideration of the covenants and the mutual agreements
herein contained, the parties, intending to be legally bound, do hereby agree as
follows:

     1.  EMPLOYMENT.  The Parent hereby employs the Executive in the capacity of
Chairman,  President and Chief Executive  Officer.  The Executive hereby accepts
said employment and agrees to render such administrative and management services
to the Parent and Teche Federal Bank  ("Bank") as are currently  rendered and as
are customarily  performed by persons situated in a similar executive  capacity.
The  Executive  shall  promote  the  business  of the Parent  and the Bank.  The
Executive's  other  duties shall be such as the Board of Director for the Parent
("Board of  Directors"  or  "Board")  may from time to time  reasonably  direct,
including normal duties as an officer of the Parent.

     2. TERM OF  EMPLOYMENT.  The term of  employment  of  Executive  under this
Agreement  shall be for the period  commencing on the Effective  Date and ending
thirty-six (36) months thereafter ("Term"). Additionally, as of the first day of
the calendar quarter (i.e., January 1, April 1, July 1 or September 1) after the
Effective Date and each  subsequent  calendar  quarter  thereafter,  the Term of
employment  under this  Agreement  shall be extended  for an  additional  period
beyond the then  effective  expiration  date so that the  remaining  term of the
Agreement shall be thirty-six (36) months  thereafter unless or until the Parent
shall deliver  written  notice  ("Notice")  to the Employee that such  Agreement
shall not be extended  beyond the then effective  expiration  date.  Such Notice
shall  include a statement  as to the reason for such Board action to not extend
such Term.  References  herein to the Term of this Agreement shall refer both to
the initial term and successive terms.

<PAGE>

     3. COMPENSATION, BENEFITS AND EXPENSES.

       (a) BASE SALARY. The Parent shall compensate and pay the Executive during
the Term of this  Agreement a minimum base salary at the rate of  $_____________
per annum ("Base  Salary"),  payable in cash not less  frequently  than monthly;
provided,  that  the  rate of such  salary  shall be  reviewed  by the  Board of
Directors not less often than annually,  and the Executive  shall be entitled to
receive  increases at such  percentages  or in such amounts as determined by the
Board of Directors. The base salary may not be decreased without the Executive's
express written consent.

       (b)  DISCRETIONARY  BONUS. The Executive shall be entitled to participate
in an equitable manner with all other senior management  employees of the Parent
in  discretionary  bonuses that may be  authorized  and declared by the Board of
Directors  to its  senior  management  executives  from  time to time.  No other
compensation provided for in this Agreement shall be deemed a substitute for the
Executive's  right to  participate  in such  discretionary  bonuses  when and as
declared by the Board.

       (c) PARTICIPATION IN BENEFIT AND RETIREMENT PLANS. The Executive shall be
entitled to participate in and receive the benefits of any plan of the Parent or
Bank which may be or may become applicable to senior management of the Parent or
the Bank relating to pension or other retirement benefit plans,  profit-sharing,
stock options or incentive plans, or other plans,  benefits and privileges given
to  employees  and  executives  of  the  Parent  or  the  Bank,  to  the  extent
commensurate with his then duties and responsibilities, as fixed by the Board of
Directors of the Parent.

       (d) PARTICIPATION IN MEDICAL PLANS AND INSURANCE POLICIES.  The Executive
shall be entitled  to  participate  in and  receive the  benefits of any plan or
policy of the Parent which may be or may become  applicable to senior management
of the  Parent  or the Bank  relating  to life  insurance,  short  and long term
disability,   medical,   dental,   eye-care,   prescription   drugs  or  medical
reimbursement  plans.  Additionally,   Executive's  dependent  family  shall  be
eligible to participate in medical and dental  insurance  plans sponsored by the
Savings Bank or Parent with the cost of such premiums paid by the Parent.

       (e)  VACATIONS AND SICK LEAVE.  The  Executive  shall be entitled to paid
annual vacation leave in accordance  with the policies as established  from time
to time by the  Board of  Directors,  which  shall in no event be less than four
weeks per annum.  The  Executive  shall also be entitled to an annual sick leave
benefit as  established  by the Board for  senior  management  employees  of the
Parent.   The  Executive  shall  not  be  entitled  to  receive  any  additional
compensation  from the Parent for failure to take a vacation or sick leave,  nor
shall he be able to  accumulate  unused  vacation or sick leave from one year to
the next, except to the extent authorized by the Board of Directors.

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<PAGE>

       (f)  EXPENSES.  The Parent  shall  reimburse  the  Executive or otherwise
provide for or pay for all  reasonable  expenses  incurred by the  Executive  in
furtherance of, or in connection with the business of the Parent, including, but
not by way of limitation,  automobile and traveling expenses, and all reasonable
entertainment  expenses,  subject  to such  reasonable  documentation  and other
limitations as may be  established  by the Board of Directors of the Parent.  If
such expenses are paid in the first instance by the Executive,  the Parent shall
reimburse the Executive therefor.

       (g) CHANGES IN  BENEFITS.  The Parent  shall not make any changes in such
plans,  benefits or privileges previously described in Section 3(c), (d) and (e)
which would  adversely  affect the  Executive's  rights or benefits  thereunder,
unless such change  occurs  pursuant to a program  applicable  to all  executive
officers of the Parent and does not result in a proportionately  greater adverse
change in the rights of, or benefits  to, the  Executive  as  compared  with any
other executive officer of the Parent.  Nothing paid to Executive under any plan
or  arrangement  presently  in effect or made  available  in the future shall be
deemed to be in lieu of the salary payable to Executive pursuant to Section 3(a)
hereof.

     4. LOYALTY; NONCOMPETITION.

       (a) The  Executive  shall  devote  his  full  time and  attention  to the
performance  of his  employment  under  this  Agreement.  During the term of the
Executive's  employment under this Agreement,  the Executive shall not engage in
any business or activity  contrary to the  business  affairs or interests of the
Bank or Parent.

       (b)  Nothing  contained  in this  Section 4 shall be deemed to prevent or
limit the right of Executive to invest in the capital stock or other  securities
of any  business  dissimilar  from that of the Bank or Parent,  or,  solely as a
passive or minority investor, in any business.

     5.  STANDARDS.  During  the term of this  Agreement,  the  Executive  shall
perform his duties in  accordance  with such  reasonable  standards  expected of
executives with comparable  positions in comparable  organizations and as may be
established from time to time by the Board of Directors.

     6. TERMINATION AND TERMINATION  PAY. The Executive's  employment under this
Agreement shall be terminated upon any of the following occurrences:

       (a) The death of the  Executive  during  the term of this  Agreement,  in
which event the Executive's estate shall be entitled to receive the compensation
due  the  Executive  through  the  last  day  of the  calendar  month  in  which
Executive's death shall have occurred.

       (b) The Board of Directors may terminate  the  Executive's  employment at
any time, but any termination by the Board of Directors  other than  termination
for Just Cause,  shall not prejudice the  Executive's  right to  compensation or
other benefits under the Agreement. The

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<PAGE>

Executive shall have no right to receive  compensation or other benefits for any
period  after  termination  for  Just  Cause.  The  Board  may  within  its sole
discretion,  acting in good faith,  terminate  the  Executive for Just Cause and
shall  notify such  Executive  accordingly.  Termination  for "Just Cause" shall
include   termination   because   of  the   Executive's   personal   dishonesty,
incompetence,  willful  misconduct,  breach of fiduciary duty involving personal
profit,  intentional failure to perform stated duties,  willful violation of any
law, rule or regulation  (other than traffic  violations or similar offenses) or
final  cease-and-desist  order,  or  material  breach  of any  provision  of the
Agreement.

       (c)  Except as  provided  pursuant  to  Section  9  hereof,  in the event
Executive's  employment  under  this  Agreement  is  terminated  by the Board of
Directors  without Just Cause,  the Parent shall be obligated to continue to pay
the Executive  the salary  provided  pursuant to Section 3(a) herein,  up to the
date of termination of the remaining Term of this Agreement, but in no event for
a period of less than thirty (30) months,  and the cost of  Executive  obtaining
all health,  life,  disability,  and other benefits which the Executive would be
eligible to participate in (including dependent participation) through such date
based  upon the  benefit  levels  substantially  equal to those  being  provided
Executive at the date of  termination  of  employment.  The  provisions  of this
Section 6(c) shall survive the expiration or termination of this Agreement.

       (d) The voluntary  termination  by the Executive  during the term of this
Agreement  with the delivery of no less than 60 days written notice to the Board
of  Directors,  other than pursuant to Section 9(b), in which case the Executive
shall be entitled  to receive  only the  compensation,  vested  rights,  and all
employee benefits up to the date of such termination.

     7. REGULATORY EXCLUSIONS.

       (a) Notwithstanding anything herein to the contrary, any payments made to
the Executive pursuant to the Agreement,  or otherwise,  shall be subject to and
conditioned upon compliance with 12 USC 1828(k) and any regulations  promulgated
thereunder.

       (b) COMPLIANCE WITH SECTION 409A. Nothwithstanding anything herein to the
contrary,  if it is  determined by the Bank or the Parent in good faith that the
Executive  is a "specified  employee"  within the meaning of Section 409A of the
Code and regulations promulgated thereunder and such payments to be made to such
Executive  are  subject  to the  limitations  at  Section  409A of the  Code and
regulations promulgated  thereunder,  then any payments to be made in accordance
with this  Agreement  shall not be made  prior to the date that is 184  calendar
days from the date of the Executive's  termination of employment,  or such later
date as may be necessary,  such that payments made in advance of such date would
result in the requirement for the Executive to pay additional interest and taxes
to be  imposed  in  accordance  with  Section  409A(a)(1)(B)  of the  Code.  The
provisions of this Section 7(b) shall survive the expiration of this Agreement.

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<PAGE>

     8.  DISABILITY.  If the Executive shall become disabled or incapacitated to
the extent  that he is unable to  perform  his  duties  hereunder,  by reason of
medically determinable physical or mental impairment,  as determined by a doctor
engaged by the Board of  Directors,  Executive  shall  nevertheless  continue to
receive the compensation and benefits provided under the terms of this Agreement
as follows:  100% of such  compensation  and benefits for a period of 12 months,
but not exceeding the remaining  term of the  Agreement,  and 65% thereafter for
the remainder of the term of the Agreement.  Such benefits noted herein shall be
reduced by any benefits  otherwise  provided to the Executive during such period
under the  provisions  of  disability  insurance  coverage  in effect for Parent
employees.  Thereafter, Executive shall be eligible to receive benefits provided
by the Parent under the  provisions of disability  insurance  coverage in effect
for  Parent  employees.  Upon  returning  to active  full-time  employment,  the
Executive's full compensation as set forth in this Agreement shall be reinstated
as of the  date of  commencement  of such  activities.  In the  event  that  the
Executive returns to active employment on other than a full-time basis, then his
compensation  (as set forth in Section 3(a) of this Agreement)  shall be reduced
in proportion  to the time spent in said  employment,  or as shall  otherwise be
agreed to by the parties.

     9. CHANGE IN CONTROL.

     Notwithstanding  any provision herein to the contrary,  in the event of any
Change in Control of the Bank or the Parent,  the  Executive  may  terminate his
employment  with  the  Parent  at any  time  within  thirty-six  months  of such
Change-in-Control  (whether  voluntary  or  involuntary)  and shall  immediately
thereupon be paid by the Parent an amount  equal to 2.999 times the  Executive's
"base amount" as defined in Section  280G(b)(3) of the Internal  Revenue Code of
1986, as amended (the "Code") based upon the aggregate of  compensation  paid by
the Parent and the Bank to the Executive.  Such sum shall be reduced by all sums
paid by the Bank,  if any,  pursuant  to Section 9 of the  Employment  Agreement
dated September 30, 2007,  between the Executive and the Bank in connection with
such Change in Control,  but the payments  hereunder shall not otherwise affect,
or be affected by, any amounts that the  Executive is entitled to receive  under
any other  provision  of this  Agreement,  or any other  agreement  between  the
Executive and the Parent or the  Executive and the Bank.  Such sum shall be paid
in one (1) lump sum immediately  upon the Executive's  termination of employment
with the Parent,  subject to such  limitations set forth at Section 7(b) herein.
Notwithstanding  the foregoing,  all sums payable  hereunder shall be reduced in
such  manner and to such extent so that no such  payments  made  hereunder  when
aggregated  with all other  payments to be made to the  Executive by the Bank or
the Parent  shall be deemed an "excess  parachute  payment" in  accordance  with
Section  280G of the Code and be subject to the excise tax  provided  at Section
4999(a) of the Code. Additionally,  the Executive and his dependent family shall
be entitled  to  continue  to  participate  in all  medical,  dental,  eye-care,
prescription drugs or medical reimbursement or other similar plans applicable to
employees of the Bank or the Parent, or successors thereto,  for a period of not
less  than  thirty-six  (36)  months   following  the  date  of  termination  of
employment.  The term "Change in Control" shall refer to (i) the sale of all, or
a material portion,  of the assets of the Bank or the Parent; (ii) the merger or
recapitalization of the Bank or the Parent whereby the

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<PAGE>

Bank or the Parent is not the surviving entity; (iii) a Change in Control of the
Bank or the Parent,  as otherwise  defined or determined by the Office of Thrift
Supervision or regulations promulgated by it; or (iv) the acquisition,  directly
or indirectly,  of the beneficial  ownership (within the meaning of that term as
it is used in Section 13(d) of the Securities Exchange Act of 1934 and the rules
and regulations  promulgated thereunder) of twenty-five percent (25%) or more of
the outstanding voting securities of the Bank or the Parent by any other person,
trust,  entity or group other than by the  Parent.  The term  "person"  means an
individual  other than the  Executive,  or a  corporation,  partnership,  trust,
association, joint venture, pool, syndicate, sole proprietorship, unincorporated
organization  or any other form of entity not  specifically  listed herein.  The
provisions  of this Section 9 shall  survive the  expiration  of this  Agreement
occurring after a Change in Control.

     10.  WITHHOLDING.  All payments required to be made by the Parent hereunder
to the Executive  shall be subject to the  withholding of such amounts,  if any,
relating  to tax and other  payroll  deductions  as the  Parent  may  reasonably
determine should be withheld pursuant to any applicable law or regulation.

     11. SUCCESSORS AND ASSIGNS.

       (a) This Agreement  shall inure to the benefit of and be binding upon any
corporate  or other  successor of the Parent  which shall  acquire,  directly or
indirectly,   by  merger,   consolidation,   purchase  or   otherwise,   all  or
substantially all of the assets or stock of the Bank or Parent.

       (b) Since the Parent is contracting for the unique and personal skills of
the Executive, the Executive shall be precluded from assigning or delegating his
rights or duties  hereunder  without first  obtaining the written consent of the
Parent.

     12.  AMENDMENT;  WAIVER.  No provisions of this  Agreement may be modified,
waived or discharged unless such waiver,  modification or discharge is agreed to
in  writing,  signed by the  Executive  and such  officer or  officers as may be
specifically  designated  by the Board of Directors of the Parent to sign on its
behalf.  No waiver by any  party  hereto at any time of any  breach by any other
party  hereto  of, or  compliance  with,  any  condition  or  provision  of this
Agreement  to be  performed  by such  other  party  shall be  deemed a waiver of
similar or  dissimilar  provisions  or conditions at the same or at any prior or
subsequent time. This Agreement shall constitute an amendment and restatement of
any prior agreement with respect to the subject matter herein.

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

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<PAGE>

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

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

     16.  SEVERABILITY.  The  provisions  of  this  Agreement  shall  be  deemed
severable  and the  invalidity  or  unenforceability  of any  provision  of this
Agreement  shall  not  affect  the  validity  or  enforceability  of  the  other
provisions of this Agreement, which shall remain in full force and effect.

     17.  ARBITRATION.  Any  controversy  or claim arising out of or relating to
this  Agreement,  or the breach  thereof,  shall be settled  by  arbitration  in
accordance  with the rules then in effect of the district office of the American
Arbitration  Association  ("AAA") nearest to the home office of the Parent,  and
judgment upon the award rendered may be entered in any court having jurisdiction
thereof,  except to the extent  that the parties  may  otherwise  reach a mutual
settlement of such issue.  Further, the settlement of the dispute to be approved
by the Board of the Parent may include a provision for the  reimbursement by the
Parent  to the  Executive  for all  reasonable  costs  and  expenses,  including
reasonable  attorneys' fees, arising from such dispute,  proceedings or actions,
or the Board of the Parent may authorize such  reimbursement  of such reasonable
costs and expenses by separate action upon a written action and determination of
the Board following settlement of the dispute.  Such reimbursement shall be paid
within ten (10) days of Executive  furnishing to the Parent evidence,  which may
be in the form, among other things, of a canceled check or receipt, of any costs
or expenses incurred by Executive.

     18. CONFIDENTIAL INFORMATION. The Executive acknowledges that during his or
her employment he or she will learn and have access to confidential  information
regarding   the  Bank  and  the  Parent  and  its   customers   and   businesses
("Confidential Information"). The Executive agrees and covenants not to disclose
or use for his or her own benefit, or the benefit of any other person or entity,
any  such  Confidential  Information,  unless  or until  the Bank or the  Parent
consents to such disclosure or use or such information  becomes common knowledge
in the  industry or is otherwise  legally in the public  domain.  The  Executive
shall  not  knowingly  disclose  or  reveal  to  any  unauthorized   person  any
Confidential  Information  relating to the Bank, the Parent, or any subsidiaries
or affiliates,  or to any of the businesses  operated by them, and the Executive
confirms that such  information  constitutes the exclusive  property of the Bank
and the Parent.  The  Executive  shall not  otherwise  knowingly  act or conduct
himself  (a)  to the  material  detriment  of the  Bank  or the  Parent,  or its
subsidiaries, or affiliates, or (b) in a manner which is inimical or contrary to
the interests of the Bank or the Parent.  Executive acknowledges and agrees that
the  existence  of this  Agreement  and its  terms  and  conditions  constitutes
Confidential  Information of the Bank or Parent, and the Executive agrees not to
disclose the Agreement or its contents  without the prior written consent of the
Bank or Parent.  Notwithstanding  the foregoing,  the Bank reserves the right in
its sole  discretion to make  disclosure of this Agreement as it deems necessary
or  appropriate  in  compliance  with  its  regulatory  reporting  requirements.
Notwithstanding  anything  herein to the  contrary,  failure by the Executive to
comply  with  the  provisions  of  this  Section  may  result  in the  immediate
termination  of  the  Agreement   within  the  sole

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<PAGE>

discretion of the Bank,  disciplinary  action against the Executive taken by the
Bank or Parent,  including but not limited to the  termination  of employment of
the Executive  for breach of the  Agreement and the  provisions of this Section,
and other remedies that may be available in law or in equity.

     18. ENTIRE  AGREEMENT.  This Agreement  together with any  understanding or
modifications  thereof as agreed to in writing by the parties,  shall constitute
the entire agreement  between the parties hereto,  and shall supercede any prior
agreements with respect to such matters.

     19.  DEFERRAL  OF  NON-DEDUCTIBLE  COMPENSATION.  In  the  event  that  the
Executive's aggregate  compensation  (including  compensatory benefits which are
deemed  remuneration for purposes of Section 162(m) of the Code) from the Parent
and any  consolidated  tax entities  for any  calendar  year exceeds the maximum
amount of compensation  deductible by the Parent or any of the  consolidated tax
entities  in any tax or  calendar  year  under  Section  162(m) of the Code (the
"maximum  allowable  amount"),  then any such  amount in  excess of the  maximum
allowable  amount shall be  mandatorily  deferred with  interest  thereon at the
short-term  Applicable  Federal Rate per annum to a calendar  year such that the
amount to be paid to the Executive in such  calendar  year,  including  deferred
amounts and  interest  thereon,  does not exceed the maximum  allowable  amount.
Subject to the foregoing,  deferred amounts including  interest thereon shall be
payable by the Parent at the earliest time permissible.

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<PAGE>


         IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first hereinabove written.




ATTEST:                                     Teche Holding Company



                                            By:
--------------------------------               --------------------------------
Secretary


WITNESS:


--------------------------------               --------------------------------
                                               Patrick O. Little
                                               Executive