EMPLOYMENT AGREEMENT
                              AMENDED AND RESTATED


     THIS  AGREEMENT,  is  entered  into  this  30th  day  of  September,  2007,
("Effective Date") by and between Teche Federal Bank,  Franklin,  Louisiana (the
"Savings Bank") and Patrick O. Little (the "Executive").

                                   WITNESSETH

     WHEREAS,  the Executive has heretofore been employed by the Savings Bank as
the President and Chairman of the Board and is  experienced in all phases of the
business of the Savings Bank; and

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

     WHEREAS,  the  Employee  and  the  Bank  have  previously  entered  into an
Employment Agreement ("Prior Agreement"); and

     WHEREAS,  the parties desire to amend this Prior  Agreement by this writing
to set  forth  the  continuing  employment  relationship  of the  Bank  and  the
Executive.

     NOW THEREFORE,  in consideration of the premises and the mutual  agreements
herein contained, the parties hereby agree as follows:

     1.  EMPLOYMENT.  The Savings  Bank  hereby  employs  the  Executive  in the
capacity of Chairman and President. The Executive hereby accepts said employment
and agrees to render such  administrative and management services to the Savings
Bank and to Teche Holding  Company  ("Parent") 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 Savings Bank and Parent.  The
Executive's other duties shall be such as the Board of Directors for the Savings
Bank (the  "Board of  Directors"  or "Board")  may from time to time  reasonably
direct, including normal duties as an officer of the Savings Bank.

     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,  on, or before, each
annual  anniversary  date from the Effective Date, the Term of employment  under
this Agreement shall be extended for up to an additional  period beyond the then
effective  expiration date upon a  determination  and resolution of the Board of
Directors  that the  performance of the Executive has met the  requirements  and
standards of the Board,  and that the Term of such Agreement  shall be extended.
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 Savings Bank 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 Savings
Bank 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 Savings
Bank which may be or may become  applicable  to senior  management  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 Savings Bank, to the extent  commensurate with his then duties
and responsibilities, as fixed by the Board of Directors of the Savings Bank.

       (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  Savings  Bank  which may be or may  become  applicable  to senior
management relating to life insurance, short and long term disability,  medical,
dental, eye-care, prescription drugs or medical reimbursement plans.

       (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
Savings  Bank.  The  Executive  shall not be entitled to receive any  additional
compensation from the Savings Bank 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.

       (f) EXPENSES. The Savings Bank 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  Savings  Bank,
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

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<PAGE>

the  Savings  Bank.  If such  expenses  are paid in the  first  instance  by the
Executive, the Savings Bank shall reimburse the Executive therefor.

       (g) CHANGES IN  BENEFITS.  The Savings Bank 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 Savings  Bank 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 Savings Bank. 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
Savings 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 Savings 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 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

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<PAGE>

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 Savings Bank 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 twenty-four  months,  and the cost of Executive  obtaining
all health,  life,  disability,  and other benefits which the Executive would be
eligible  to  participate  in 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) If the  Executive is suspended  and/or  temporarily  prohibited  from
participating  in the conduct of the Savings  Bank's  affairs by a notice served
under Section  8(e)(3) or (g)(1) of the FDIA (12 U.S.C.  1818(e)(3) and (g)(1)),
the Savings Bank's  obligations under the Agreement shall be suspended as of the
date of service, unless stayed by appropriate proceedings. If the charges in the
notice are  dismissed,  the Savings Bank may within its  discretion  (i) pay the
Executive  all  or  part  of  the  compensation   withheld  while  its  contract
obligations were suspended and (ii) reinstate any of its obligations  which were
suspended.

       (b) If the  Executive  is  removed  and/or  permanently  prohibited  from
participating  in the conduct of the Savings  Bank's  affairs by an order issued
under Sections 8(e)(4) or 8(g)(1) of the Federal Deposit  Insurance Act ("FDIA")
(12 U.S.C.  1818(e)(4)  and (g)(1)),  all  obligations of the Savings Bank under
this Agreement shall  terminate,  as of the effective date of the order, but the
vested rights of the parties shall not be affected.

       (c) If the Savings  Bank is in default (as defined in Section  3(x)(1) of
FDIA) all  obligations  under this Agreement  shall  terminate as of the date of
default,  but  this  paragraph  shall  not  affect  any  vested  rights  of  the
contracting parties.

       (d) All obligations  under this Agreement shall be terminated,  except to
the extent  determined that  continuation of this Agreement is necessary for the
continued  operation of the Savings  Bank:  (i) by the Director of the Office of
Thrift Supervision ("Director of OTS"), or his or her designee, at the time that
the Federal Deposit Insurance  Corporation  ("FDIC") enters into an agreement to
provide  assistance  to or on behalf of the  Savings  Bank  under the  authority

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<PAGE>

contained in Section  13(c) of FDIA;  or (ii) by the Director of the OTS, or his
or her  designee,  at the time  that  the  Director  of the  OTS,  or his or her
designee approves a supervisory  merger to resolve problems related to operation
of the Savings  Bank or when the Savings Bank is  determined  by the Director of
the OTS to be in an unsafe or unsound condition.  Any rights of the parties that
have already vested, however, shall not be affected by such action.

       (e) 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  ss.1828(k)  and  any  regulations
promulgated thereunder.

       (f) COMPLIANCE WITH SECTION 409A. Nothwithstanding anything herein to the
contrary,  if it is  determined  by the Savings 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(f) shall survive the expiration of this Agreement.

     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 Savings Bank
employees.  Thereafter, Executive shall be eligible to receive benefits provided
by the Savings Bank under the  provisions  of disability  insurance  coverage in
effect  for  Savings  Bank  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.

       (a) Notwithstanding any provision herein to the contrary, in the event of
the involuntary  termination of Executive's  employment  during the term of this
Agreement  following  any

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<PAGE>

Change in Control of the Savings Bank or Parent,  or within 24 months thereafter
of such Change in Control,  absent Just Cause, Executive shall be paid an amount
equal to the product of 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")
and regulations promulgated  thereunder.  Said sum shall be paid in one (1) lump
sum not later than the date of such  termination of employment and such payments
shall be in lieu of any  other  future  payments  which the  Executive  would be
otherwise  entitled to receive under Section 6 of this Agreement.  Additionally,
the Executive and his or her dependents  shall remain eligible to participate in
the medical and dental  insurance  programs offered by the Bank to its employees
for a  period  of  thirty-six  months  following  the  date  of  termination  of
employment  subject to such Executive making monthly payments to the Bank or the
Parent  to  cover   the   premium   expense   for  such   continuing   coverage.
Notwithstanding  the forgoing,  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 Savings
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. The term "Change in Control" shall refer to (i) the
sale of all, or a material  portion,  of the assets of the  Savings  Bank or the
Parent;  (ii) the merger or  recapitalization  of the Savings Bank or the Parent
whereby  the Savings  Bank or the Parent is not the  surviving  entity;  (iii) a
change in control of the Savings  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 Savings  Bank or the Parent by any person,  trust,  entity or
group.  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(a) shall survive
the expiration of this Agreement occurring after a Change in Control.

       (b)  Notwithstanding  any  other  provision  of  this  Agreement  to  the
contrary,  Executive may voluntarily terminate his employment during the term of
this Agreement  following a Change in Control of the Savings Bank or Parent,  or
within twenty-four months following such Change in Control,  and Executive shall
thereupon  be entitled to receive the payment  described in Section 9(a) of this
Agreement,  upon the occurrence,  or within 120 days  thereafter,  of any of the
following  events,  which have not been consented to in advance by the Executive
in writing: (i) if Executive would be required to move his personal residence or
perform his principal  executive functions more than thirty-five (35) miles from
the Executive's  primary office as of the signing of this Agreement;  (ii) if in
the organizational structure of the Savings Bank, Executive would be required to
report to a person or persons  other than the Board of  Directors of the Savings
Bank;  ; (iii) if the Savings  Bank should  fail to  maintain  Executive's  base
compensation  in effect as of the date of the Change in Control and the existing
employee  benefits plans,  including  material fringe benefit,  stock option and
retirement   plans;   (iv)  if   Executive   would  be   assigned   duties   and
responsibilities  other than those  normally  associated

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<PAGE>

with his  position  as  referenced  at Section  1,  herein;  (v) if  Executive's
responsibilities  or authority  have in any way been  materially  diminished  or
reduced;  or (vi) if Executive  would not be reelected to the Board of Directors
of the Savings  Bank.  The  provisions  of this Section  9(a) shall  survive the
expiration of this Agreement occurring after a Change in Control.

     10.  WITHHOLDING.  All  payments  required to be made by the  Savings  Bank
hereunder to the Executive  shall be subject to the withholding of such amounts,
if any,  relating to tax and other  payroll  deductions  as the Savings Bank 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 Savings Bank or Parent which shall acquire,
directly or indirectly, by merger, consolidation,  purchase or otherwise, all or
substantially all of the assets or stock of the Savings Bank or Parent.

       (b) Since the Savings  Bank 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 Savings Bank.

     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 Savings Bank to sign on
its behalf. No waiver by any party hereto at any time of any breach by any other
party  hereto  of, or  compliance  with,  any  condition  or  provision  of this
Agreement  to be  performed  by such  other  party  shall be  deemed a waiver of
similar or  dissimilar  provisions  or conditions at the same or at any prior or
subsequent time.

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

        14.  NATURE OF  OBLIGATIONS.  Nothing  contained  herein shall create or
require  the  Savings  Bank 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 Savings Bank hereunder,  such right shall be
no greater than the right of any unsecured general creditor of the Savings Bank.

        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

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<PAGE>

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 Savings Bank,
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  Savings  Bank may  include a  provision  for the
reimbursement  by the Savings Bank 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  Savings  Bank or 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 Savings Bank or 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.  The provisions of this Section 17 shall survive
the expiration or termination of this Agreement.

     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  Savings  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  Savings  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  Savings  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 Savings Bank and the Parent. The Executive shall not otherwise  knowingly
act or conduct himself (a) to the material  detriment of the Savings Bank or the
Parent, or its subsidiaries, or affiliates, or (b) in a manner which is inimical
or  contrary to the  interests  of the  Savings  Bank or the  Parent.  Executive
acknowledges  and agrees that the existence of this  Agreement and its terms and
conditions  constitutes  Confidential  Information  of the Savings Bank, and the
Executive agrees not to disclose the Agreement or its contents without the prior
written consent of the Savings Bank.  Notwithstanding the foregoing, the Savings
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 discretion of the Savings
Bank,  disciplinary  action  against the  Executive  taken by the Savings  Bank,
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.

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     19. 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. This Agreement shall constitute
an amendment and restatement of the Prior Agreement.


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<PAGE>

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




                                            Teche Federal Bank



ATTEST:                                     By
                                               ---------------------------------

--------------------------------
Secretary



WITNESS:

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