SHAREHOLDER AGREEMENT

1.   Representations and Warranties of the Shareholders.  The Shareholders hereby represent and warrant to the Company and the Bank as follows:

2.   Representations and Warranties of the Company and the Bank.  The Company and the Bank hereby represent and warrant to the Shareholders as follows:

(i)   Consultation with Chairman.  The Shareholders shall have the opportunity to meet with the Chairman of the Boards of the Company and the Bank, on a monthly basis, to discuss the condition of the Company and the Bank.  Such meetings may be conducted either in-person in Louisiana, or telephonically, at the Shareholders’ discretion, and shall last not more than two hours in duration.  One person shall represent the Shareholders at these meetings.  Upon the consent of the Shareholders’ representative, the Company and the Bank may provide a suitable substitute to the Chairman’s attendance at this meeting.

(i)   Nominations or Shareholder Proposals.  The Shareholders will not initiate, propose or submit any shareholder proposal to the Company, nor encourage or otherwise solicit or induce or attempt to induce any other person to initiate, propose or submit any shareholder proposal to the Company, unless such action is supported by a majority of the Company’s Board of Directors.  The Shareholders will not seek election to, or seek to place a representative or other affiliate or nominee on, or induce or attempt to induce or encourage any other person to nominate one or more persons to the Company’s Board of Directors or seek removal of any member of the Company’s Board of Directors unless such action is supported by a majority of the Company’s Board of Directors.  The Shareholders will not:

(ii)   Board Nominees and Proposals.  The Shareholders hereby agree to vote all of the shares of Common Stock which the Shareholders directly or indirectly beneficially own and have voting power over in favor of (i) nominees to the Board of Directors of the Company recommended by the board and (ii) proposals submitted to the Company’s shareholders which have been approved by a majority of the Company’s Board of Directors, with the exception of any new stock compensation plans or amendments to any existing stock compensation plans, other than tax-qualified plans.

(iii)   Solicitations.  The Shareholders will not solicit proxies or written consents or assist or participate in any other way, directly or indirectly, in any solicitation of proxies or written consents, or otherwise become a “participant” in a “solicitation,” or assist any “participant” in a “solicitation” (as such terms are defined in Instruction 3 of Item 4 of Schedule 14A and Rule 14a-l of Regulation 14A, respectively, under the Securities Exchange Act of 1934) in opposition to any recommendation or proposal of the Company’s Board of Directors, or recommend or request or induce or attempt to induce any other person to take any such actions, or seek to advise, encourage or influence any other person with respect to the voting of (or the execution of a written consent in respect of) the Company’s Common Stock, or execute any written consent in lieu of a meeting of the holders of the Company’s Common Stock or grant a proxy with respect to the voting of the capital stock of the Company to any person or entity other than the Board of Directors of the Company;

(iv)   No Company Transaction Proposals.  The Shareholders will not (A) propose or seek to effect a merger, consolidation, recapitalization, reorganization, sale, lease, exchange or other disposition of substantially all the assets of, or other business combination involving, or a tender or exchange offer for securities of, the Company or the Bank or any material portion of the Company’s or the Bank’s business or assets or any other type of transaction that would result in a change in control of the Company (any such action described in this clause (A) is a “Company Transaction Proposal”), (B) seek to exercise any control or influence over the management of the Company or the Boards of Directors of the Company or the Bank or any of the businesses, operations or policies of the Company or the Bank; (C) other than a presentation to the Company’s Board of Directors, present to the Company, its shareholders or any third party any proposal constituting or that could reasonably be expected to result in a Company Transaction Proposal, or (D) seek to effect a change in control of the Company.  None of the foregoing restrictions shall prevent the Shareholders from engaging in the foregoing restricted actions if any such action is supported by a majority of the Company’s Board of Directors.  In addition, the Shareholders will not: (A) publicly suggest or announce their willingness or desire to engage in a transaction or group of transactions or have another person engage in a transaction or group of transactions that would constitute or could reasonably be expected to result in a Company Transaction Proposal or take any action that might require the Company to make a public announcement regarding any such Company Transaction Proposal unless such action is supported by a majority of the Company’s Board of Directors; or (B) initiate, request, induce, encourage or attempt to induce or give encouragement to any other person (other than to members of the Company’s Board of Directors) to initiate any proposal constituting or that can reasonably be expected to result in a Company Transaction Proposal, or otherwise provide assistance to any person who has made or is contemplating making, or enter into discussions or negotiations with respect to, any proposal constituting or that can reasonably be expected to result in a Company Transaction Proposal; and

5.   Remedies.  The Company, the Bank and the Shareholders acknowledge and agree that a breach or threatened breach by any party may give rise to irreparable injury inadequately compensable in damages, and accordingly each party shall be entitled to injunctive relief to prevent a breach of the provisions hereof and to enforce specifically the terms and provisions hereof in any state or federal court having jurisdiction, in addition to any other remedy to which such aggrieved party may be entitled to at law or in equity.  In the event either party institutes any legal action to enforce such party’s rights under, or recover damages for breach of, this Agreement, the prevailing party or parties in such action shall be entitled to recover from the other party or parties all reasonable costs and expenses, including but not limited to actual attorneys’ fees, court costs, witness fees, disbursements and any other expenses of litigation or negotiation incurred by such prevailing party or parties.

6.   Term.  This Agreement shall terminate on the earlier of June 30, 2011 or the date on which the Company ceases to exist by reason of merger, sale of assets, liquidation, exchange of shares, or otherwise.

7.   Notices.  All notice requirements and other communications shall be deemed given when delivered or on the third succeeding business day after being mailed by registered or certified mail, return receipt requested, addressed to the Shareholders and the Company and the Bank below: