[FORM OF]

                               TECHE FEDERAL BANK

                      CHANGE IN CONTROL SEVERANCE AGREEMENT

                             As Amended and Restated

     THIS  SEVERANCE  AGREEMENT  entered into this 30th day of  September,  2007
("Effective  Date"),  by and between Teche Federal Bank (the "Bank"),  Franklin,
Louisiana, a federal savings bank, and _____________ (the "Employee").

         WHEREAS,  the  Employee  has  heretofore  been  employed by the Bank as
______________; and

     WHEREAS,  the parties  desire by this  writing to set forth the  continuing
employment relationship of the Bank and the Employee and to amend and to restate
the Employment Severance Agreement previously entered into.

     NOW, THEREFORE, it is AGREED as follows:

     1.   Employment.   The   Employee   is   employed   in  the   capacity   as
__________________. The Employee shall render such administrative and management
services to the Bank as are currently rendered and as are customarily  performed
by persons situated in a similar executive capacity.  The Employee shall promote
to the extent  permitted by law the business of the Bank. The  Employee's  other
duties  shall be such as the  Board of  Directors  for the Bank  (the  "Board of
Directors" or "Board") may from time to time reasonably direct, including normal
duties as an officer of the Bank.

     2. Base  Compensation.  The Bank agrees to pay the Employee during the term
of this  Agreement a salary at such an amount as the Board of  Directors  in its
sole discretion may decide.

     3. Term. The term of this Agreement  shall be for the period  commencing on
the Effective Date and ending on September 30, 2010,  thereafter.  Additionally,
on, or before, each annual anniversary date from the Effective Date, the term of
this  Agreement  shall be  extended  for an  additional  period  beyond the then
effective  expiration date upon a  determination  and resolution of the Board of
Directors that the term of such Agreement shall be extended.

     4. Loyalty; Noncompetition.

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


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

     5. Standards. The Employee shall perform his duties under this Agreement in
accordance with such reasonable  standards expected of employees 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.

     This Agreement shall be terminated upon any of the following occurrences:

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

     (b) Upon the  termination of employment of the Employee prior to any Change
in Control referred to at Section 8(a) herein.

     (c)  If  the  Employee  is  removed  and/or  permanently   prohibited  from
participating  in the  conduct of the 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 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.

     (d) If the 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.

     (e) 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 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 Bank under the authority  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
Bank or when  the  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.

     (f) The voluntary termination of employment by the Employee during the term
of this  Agreement,  other  than  pursuant  to Section  8(b),  in which case the
Employee shall be entitled to receive only the compensation,  vested rights, and
all employee benefits up to the date of such termination.

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

     (h) 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
Employee 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
Employee  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 Employee'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 Employee 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 6(h) shall survive the expiration of this Agreement.

     7.  Suspension  of  Employment.  If  the  Employee  is   suspended   and/or
temporarily  prohibited from  participating in the conduct of the 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 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 Bank shall, (i) pay the Employee
all or part of the  compensation  withheld while its contract  obligations  were
suspended and (ii) reinstate any of its obligations which were suspended.

     8. Change in Control.

     (a) Notwithstanding  any provision herein to the contrary,  in the event of
the  involuntary  termination  of Employee's  employment  under this  Agreement,
absent Just Cause, in connection with, or within  twenty-four (24) months after,
any change in control  of the Bank or Parent,  Employee  shall be paid an amount
equal to the product of 2.999 times the  Employee'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,  subject to such
limitations set forth at Section 6(h) herein, and such payments shall be in lieu
of any other future  payments that the Employee  would be otherwise  entitled to
receive as severance payments under this Agreement.  Additionally,  the Employee
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  Employee  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  Employee  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.  The term  "Change in
Control"

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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 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  person,  trust,  entity  or group.  The term  "person"  means an
individual  other  than the  Employee,  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 8(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,
Employee may voluntary  terminate his  employment  under this  Agreement  within
twenty-four  months  following  a change in control  of the Bank or Parent,  and
Employee shall thereupon be entitled to receive the payment described in Section
8(a) of this  Agreement,  upon  the  occurrence,  or  within  ninety  (90)  days
thereafter,  of any of the following events, which have not been consented to in
advance by the  Employee in writing:  (i) if Employee  would be required to move
his personal  residence or perform his principal  executive  functions more than
thirty-five  (35) miles from the Employee's  primary office as of the signing of
this Agreement;  (ii) if in the organizational  structure of the Bank,  Employee
would be required to report to a person or persons  other than the  President of
the Bank; (iii) if the Bank should fail to maintain the Employee's  compensation
level and the  existing  employee  benefits  plans,  including  material  fringe
benefit,  stock option and retirement  plans; (iv) if Employee would be assigned
duties  and  responsibilities  other  than those  normally  associated  with his
position  as   referenced   at  Section  1,   herein;   or  (v)  if   Employee's
responsibilities  or authority  have in any way been  materially  diminished  or
reduced.

     (c)  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 Bank,  and
judgment upon the award rendered may be entered in any court having jurisdiction
thereof,  except to the extend  that the parties  may  otherwise  reach a mutual
settlement of such issue. The Bank shall incur the cost of all fees and expenses
associated  with filing a request for  arbitration  with the AAA,  whether  such
filing  is  made on  behalf  of the  Bank or the  Employee,  and the  costs  and
administrative  fees  associated  with  employing  the  arbitrator  and  related
administrative  expenses assessed by the AAA. The Bank shall reimburse  Employee
for all costs and expenses,  including reasonable  attorneys' fees, arising from
such  dispute,  proceedings  or actions,  notwithstanding  the ultimate  outcome
thereof,  following  the  delivery  of the  decision of the  arbitrator  or upon
delivery of other legal judgment or settlement of the matter. Such reimbursement
shall be paid within ten (10) days of Employee  furnishing to the Bank evidence,
which may be in the form, among other things, of a canceled check or receipt, of
any costs or expenses  incurred by Employee.  Any such request for reimbursement
by Employee shall be made no more frequently than at sixty (60) day intervals.

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     9. Successors and Assigns.

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

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

     10.  Amendments.  No  amendments  or additions to this  Agreement  shall be
binding  upon the  parties  hereto  unless  made in  writing  and signed by both
parties, except as herein otherwise specifically provided.

     11.  Applicable  Law.  This  agreement  shall be governed  by all  respects
whether as to validity, construction, capacity, performance or otherwise, by the
laws of the State of  Louisiana,  except to the extent that Federal law shall be
deemed to apply.

     12.  Severability.  The  provisions  of  this  Agreement  shall  be  deemed
severable and the  invalidity  or  unenforceability  of any provision  shall not
affect the validity or enforceablitiy of the other provisions hereof.

     13. 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 all prior
written agreements and understandings.

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



                                       TECHE FEDERAL BANK



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

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


WITNESS:

-----------------                         --------------------------------------
                                          _______________, Employee