HOME BANCORP, INC. (Form: 8-K, Received: 12/29/2008 12:22:45)

EXHIBIT 10.1

HOME BANK

2005 DIRECTORS’ DEFERRAL PLAN

The Board of Directors (the “Board”) of Home Bank (the “Bank”) on December 22, 2008, has approved the adoption of the Home Bank 2005 Directors’ Deferral Plan (hereinafter referred to as the “Benefit Plan”) effective as of January 1, 2005, to allow eligible Directors (as defined below) the opportunity to participate in the Benefit Plan and defer all or a portion of their directors’ fees in accordance herewith.

It is the intent of the Bank that this Benefit Plan be considered an unfunded arrangement maintained primarily to provide supplemental retirement benefits and to be considered a non-qualified benefit plan for purposes of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

I.	ELIGIBILITY

Eligibility to participate in the Benefit Plan shall be open to employee and non-employee members of the Board of Directors of the Bank who are selected by the Board of Directors and designated in resolutions of the Board to become a participant in this Benefit Plan (hereinafter referred to as a “Director”).

II.	DEFINITIONS

A. Beneficiary:

A Director shall have the right to name a Beneficiary of the death benefit as described in Paragraph IX hereinbelow. The Director shall have the right to name such Beneficiary at any time prior to the Director’s death and submit it to the Plan Administrator (or Plan Administrator’s representative) on the form provided. Once received and acknowledged by the Plan Administrator, the form shall be effective. The Director may change the Beneficiary designation at any time by submitting a new form to the Plan Administrator. Any such change shall follow the same rules as for the original Beneficiary designation and shall automatically supersede the existing Beneficiary form on file with the Plan Administrator.

If the Director names someone other than his or her spouse as a Beneficiary, a spousal consent, in the form designated by the Plan Administrator, must be signed by that Director’s spouse and returned to the Plan Administrator.

If the Director dies without a valid Beneficiary designation on file with the Plan Administrator, the death benefits shall be paid to the Director’s spouse, or if none, to his estate.

If the Plan Administrator determines in its discretion that a benefit is to be paid to a minor, to a person declared incompetent, or to a person incapable of handling the disposition of that person’s property, the Plan Administrator may direct distribution of such benefit to the guardian, legal representative or person having the care or custody of such minor, incompetent person or incapable person. The Plan Administrator may require proof of incompetence, minority or guardianship as it may deem appropriate prior to distribution of the benefit. Any distribution of a benefit shall be a distribution for the account of the Director and the Beneficiary, as the case may be, and shall be a complete discharge of any liability under the Agreement for such distribution amount.

B.	Change in Control :

“Change in Control” shall mean a change in the ownership of Home Bancorp, Inc. (the “Company”) or the Bank, a change in the effective control of the Company or the Bank or a change in the ownership of a substantial portion of the assets of the Company or the Bank, in each case as provided under Section 409A of the Code and the regulations thereunder.

C.	Disability:

“Disability” shall mean a Director (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months; or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank (or would have received such benefits for at least three months if the Director had been eligible to participate in such plan).

D. Fees:

The Fees eligible to be deferred under this Benefit Plan shall be any and all amounts paid to the Director for the Director’s services as a director, including, but not limited to, annual fees, meeting fees, and committee fees. The Fees deferred under this Benefit Plan shall be credited to an account established for the Director, subject to the election requirement of Paragraph IV.

E. Plan Year :

A “Plan Year” shall mean January 1 st through December 31 st .

F. Separation from Service :

“Separation from Service” shall mean a termination of the Director’s services (whether as an employee or as an independent contractor) to the Bank (including companies which are deemed to be part of a controlled group of corporations with the Bank for purposes of Treasury Regulation §1.409A-1(h)) for any reason other than death or Disability. Whether a Separation from Service has occurred shall be determined in accordance with the requirements of Section 409A of the Code based on whether the facts and circumstances indicate that the Company, the Bank and the Director reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Director would perform after such date (whether as an employee or as an independent contractor) would permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding thirty-six (36) month period.

G.	Specified Employee :

“Specified Employee” shall mean a key employee as defined in Section 416(i) of the Code (without regard to Section 416(i)(5) of the Code) and as otherwise defined in Section 409A of the Code and the regulations thereunder.

III. DEFERRALS

A Director may elect to defer up to one hundred percent (100%) of the Director’s Fees each year while rendering services to the Bank as a director.

IV. DEFERRAL AND PAYMENT ELECTIONS

With respect to each Plan Year in which a Director desires to defer Fees, the Director shall file a deferral election form for the Fees to be deferred. Such form shall be filed with the Plan Administrator no later than the end of the Plan Year immediately preceding the Plan Year during which services will be performed for Fees deferred, and is effective only to defer Fees that have not yet been earned by the Director.

Deferral elections, once made, are irrevocable for the Plan Year in which the Fees are to be deferred. At the time of a Director’s initial deferral election, such Director shall also elect the time and form of payment of his Director Deferred Compensation Account (i.e., lump sum or a number of annual installments not to exceed ten (10) annual installments), on a form provided by the Bank.

A. Initial Deferral Election(s) :

Upon notification of eligibility to participate in this Benefit Plan during the initial Plan Year, and if the Director elects to defer Fees, the Director shall deliver to the Plan Administrator:

(a) a deferral election form, signed and dated;

(b) a Beneficiary form, signed and dated; and

The Director shall deliver such forms to the Plan Administrator within thirty (30) days of notification of eligibility, and shall set forth on the forms the amount of fees to be deferred.

B. Transitional Elections Prior to 2009 . On or before December 31, 2008, if a Director wishes to change his payment election with respect to amounts previously deferred, the Director may do so by completing a payment election form approved by the Plan Administrator, provided that any such election (i) must be made at least 12 months before the date on which benefit payments due to a Separation from Service or upon a fixed date are scheduled to commence, (ii) must be made before the Director has a Separation from Service or a termination of employment or service due to death or Disability, (iii) shall not take effect before the date that is 12 months after the date the election is made and accepted by the Plan Administrator with respect to payments to be made due to a Separation from Service or upon a fixed date, (iv) does not cause a payment that would otherwise be made in the year of the election to be delayed to a later year, and (v) does not accelerate into the year in which the election is made a payment that is otherwise scheduled to be made in a later year.

C. Changes in Payment Elections after 2008. On or after January 1, 2009, if a Director wishes to change his payment election, the Director may do so by completing a payment election form approved by the Plan Administrator, provided that any such election (1) must be made at least 12 months before the date on which benefit payments due to a Separation from Service or upon a fixed date are scheduled to commence, (2) must be made before the Director has a Separation from Service or a termination of service due to death or Disability, (3) shall not take effect before the date that is 12 months after the date the election is made by the Director and accepted by the Plan Administrator, and (4) for payments to be made other than upon death or Disability, must provide an additional deferral period of at least five years from the date such payment would otherwise have been made (or in the case of any installment payments treated as a single payment, five years from the date the first amount was scheduled to be paid). For purposes of this Benefit Plan and clause (4) above, all installment payments under this Benefit Plan shall be treated as a single payment.

V. CREDITS

The Bank shall establish a bookkeeping account for each Director (hereinafter referred to as the “Deferred Compensation Account”) which shall be credited on the dates such Fees would otherwise have been paid with the percentage that the Director elected to have deferred on the deferral election form, in addition to any Bank contributions made to the Benefit Plan.

VI.

INTEREST

Investment earnings on the Director’s Deferred Compensation Account shall be calculated at an annual fixed interest rate equal to the interest rate for the two year Treasury Bill as published in the Wall Street Journal on the first Thursday of December to be applied for the subsequent plan year. Should the first Thursday in December be a holiday, the rate in effect as of the first previous Friday (or the next day prior to that which is not a holiday) will be the rate used. Earnings will be calculated and credited on the Bank’s books monthly. Each Director’s Deferred Compensation Account will be created at the Bank and will be credited with the earning rate as stated herein or as set by the Board each year. This rate will be applied to the entire average daily balance in the Director’s Deferred Compensation Account, calculated as of the end of each month, using the actual number of days per month and 365 days annually. For the 2005, 2006, 2007 and 2008 Plan Years, the fixed crediting rate was 3.04%, 4.45%, 4.58% and 3.03%, respectively. For the Plan Year beginning January 1, 2009, the fixed crediting rate will be 0.82%.

VII. PAYMENT OF THE DIRECTOR’S DEFERRED COMPENSATION

A. Payment of the Director’s Deferred Compensation Account:

At all times, each Director shall be one hundred (100%) vested in the Director’s Deferred Compensation Account. Each Director (or his Beneficiary in the event of the Director’s death) shall be entitled to payment of his Deferred Compensation Account as of the earliest to occur of the following events selected by a Director on his deferral election form (hereinafter “Director Elected Event”), unless one of the events specified in Paragraphs VII.B or VIII.A. occurs first:

(i)

Separation from Service (as defined in Paragraph II.F. above),

(ii)

Disability (as defined in Paragraph II.C. above),

(iii)

Change in Control (as defined in Paragraph II.B. above), or

(iv)

One or more fixed dates as specified on a deferral election form.

All such deferred compensation, together with interest thereon, shall be payable to such Director or his/her Beneficiary in a single cash lump-sum payment, within thirty (30) days following the earliest Director Elected Event that occurs, or if applicable upon the events specified in Paragraph VII.B. or VIII.A. below. Notwithstanding the foregoing, the Director may designate an optional installment payment method as provided herein, in which event the first annual installment shall be paid commencing within thirty (30) days following the date of the event that triggered the distribution (unless otherwise required by Paragraph IV.C. above) and shall be payable in equal annual installments thereafter over a period not to exceed ten (10) years as elected by the Director. If a Director does not make an election as to the form of payment of his Deferred Compensation Account hereunder, then distribution of such account will be made in a single lump sum payment within thirty (30) days following the earliest to occur of the Director’s Separation from Service, Disability or death, an unforeseeable emergency or a Change in Control, except as provided below. Notwithstanding anything in this Benefit Plan to the contrary, if a Director is deemed to be a Specified Employee at the time of Separation from Service, then any payments made on account of Separation from Service will be made or will commence on the first day of the month following the lapse of six (6) months after the date of the Separation from Service (or, if earlier, upon the death of the Director following the date of Separation from Service). If payments are to made in the form of annual installments and are delayed as set forth in the preceding sentence, then (a) the number of annual installments shall remain the same, (b) the amount of the annual payments shall be calculated based on the commencement date being the first day of the month following the lapse of six months after the date of the Separation from Service, and (c) the annual payments shall be paid commencing as of the date set forth in the preceding sentence, with subsequent annual installments to be paid on the annual anniversary date of the first installment payment.

The dollar amount of each annual installment paid to a Director or his or her Beneficiary shall be determined by multiplying the value of the Director’s Deferred Compensation Account as of the close of business on the date immediately preceding the commencement of such payment by a fraction. The numerator of the fraction shall in all cases be one, and the denominator of the fraction shall be the number of annual installments remaining to be paid to the Director or his or her Beneficiary, including the annual installment for which the calculation is being made. For example, if a Director elected to receive 10 annual installments, the amount of the the first annual installment shall be 1/10 th of the Director’s Deferred Compensation Account, the second annual installment shall be 1/9 th of the then remaining Director’s Deferred Compensation Account, and so on.

B. Early Withdrawal due to an Unforeseeable Emergency :

In addition to the above Director Elected Events, the Bank will permit early withdrawals for an “unforeseeable emergency” (as defined below) under certain circumstances arising as a result of events beyond the control of the Director. The Director may submit an application for an in-service early withdrawal due to an unforeseeable emergency to the Board of Directors. If in the discretion of the Board, the Director is permitted to take an early withdrawal due to an unforeseeable emergency, the Board shall make a distribution to such Director from the Director’s Deferred Compensation Account. Such distribution shall be paid in a lump sum payment within thirty (30) days after the Board determines that the Director is permitted to take an early withdrawal due to an unforeseeable emergency. The amount of such lump sum payment shall be limited to the amount reasonably necessary to meet the Director’s requirements to the extent such emergency is not relieved through reimbursement or compensation from insurance or otherwise, by liquidation of the Director’s assets (to the extent the liquidation of such assets will not cause severe financial hardship) or by cessation of deferrals.

For purposes of this section, the term “unforeseeable emergency” means a severe financial hardship to the Director resulting from an illness or accident of the Director, the Director’s spouse, the Director’s dependent (within the meaning of Section 152(a) of the Code), or the Director’s Beneficiary, loss of the Director’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Director. For these purposes, (i) the imminent foreclosure of or eviction from the Director’s primary residence, (ii) the need to pay for medical expenses, including non-refundable deductibles, as well as for the costs of prescription drug medication, or (iii) the need to pay for the funeral expenses of a spouse, a Beneficiary, or a dependent may also constitute an unforeseeable emergency. At all times the definition of “unforeseeable emergency” shall be construed in accordance with the definition under Section 409A. If the Director seeks to make a new deferral election following a distribution due to an unforeseeable emergency, it must be done in accordance with Section 409A of the Code.

VIII. DEATH OF DIRECTOR

A. Prior to Commencement of Payments :

In the event of the death of a Director prior to commencement of payments, the Director’s Deferred Compensation Account balance as of the date of death shall be paid in a lump sum to the Beneficiary. Such payment shall be made within thirty (30) days following the Bank’s notification of the Director’s death.

B.	Subsequent to Commencement of Payments :

In the event of the death of a Director after commencement of payments but prior to the Director receiving all payments due the Director under this Benefit Plan, the remaining Deferred Compensation Account balance as of the date of death shall be paid in a lump sum to the Beneficiary. Such payment shall be made within thirty (30) days following the Bank’s notification of the Director’s death.

IX. MISCELLANEOUS

A. Applicable Law :

The validity and interpretation of this Agreement shall be governed by the laws of the State of Louisiana.

B. Continuation as Director:

Neither this Benefit Plan nor the payments of any benefits hereunder shall be construed as giving to any Director any right to be retained as a member of the Board of Directors of the Bank.

Gender:

Whenever in this Benefit Plan words are used in the masculine or neutral gender, they shall be read and construed as in the masculine, feminine or neutral gender, whenever they should so apply.

Headings:

Headings and subheadings in this Benefit Plan are inserted for reference and convenience only and shall not be deemed a part of this Benefit Plan.

Partial Invalidity:

If any term, provision, covenant, or condition of this Benefit Plan is determined by an arbitrator or a court, as the case may be, to be invalid, void, or unenforceable, such determination shall not render any other term, provision, covenant, or condition invalid, void, or unenforceable, and this Benefit Plan shall remain in full force and effect notwithstanding such partial invalidity.

Permissible Acceleration Provision:

Except as specifically set forth herein or in another section of this Benefit Plan, no acceleration of the time or schedule of any payment may be made hereunder. Notwithstanding the foregoing, under Treasury Regulation Section 1.409A-3(j)(4), or any subsequent guidance issued by the Unites States Treasury Department, a payment of deferred compensation may be accelerated in any of the following circumstances: (i) as a result of certain domestic relations orders; (ii) in compliance with ethics agreements with the federal government; (iii) in compliance with ethics laws or conflicts of interest laws; (iv) in limited cash-outs (but not in excess of the limit under Section 402(g)(1)(B)) of the Code; (v) in the case of certain distributions to avoid a non-allocation year under Section 409(p) of the Code; (vi) to apply certain offsets in satisfaction of a debt of the Director to the Bank; (vii) in satisfaction of certain bona fide disputes between the Director and the Bank; or (viii) for any other purpose set forth in the Treasury Regulations and subsequent guidance issued under Section 409A of the Code.

X. AMENDMENT OR TERMINATION OF THE BENEFIT PLAN

A. Amendment and Termination of the Benefit Plan. The Board of Directors of the Bank may at any time amend the Benefit Plan, provided that no such action shall deprive any Director, former Director or Beneficiary of any payment of deferred compensation to which the Director, former Director or Beneficiary may have been entitled under the Benefit Plan prior to the effective date of such action. The Bank may terminate the Benefit Plan at any time, and payment of the deferred compensation shall be made in accordance with the distribution provisions hereunder, except as set forth in Paragraph X.B. below. Notwithstanding anything in the Benefit Plan to the contrary, the Board of Directors may amend in good faith any terms of the Benefit Plan or the deferral election form, including retroactively, in order to comply with Section 409A of the Code.

B. Effect of Amendment or Termination .

(i) General . No amendment or termination of the Benefit Plan shall directly or indirectly reduce the vested portion of any account held hereunder as of the effective date of such amendment or termination. A termination of the Benefit Plan will not be a distributable event, except in the three circumstances set forth in Paragraph X.B.(ii) below. No additional deferrals shall be made to the account of a Director, but the Bank shall continue to credit interest pursuant to Paragraph VI until the balance of the Director’s account has been fully distributed to the Director or his Beneficiary.

(ii) Termination . Under no circumstances may the Benefit Plan permit the acceleration of the time or form of any payment under the Benefit Plan prior to the payment events specified herein, except as provided in this Section X.B.(ii). The Bank may, in its discretion, elect to terminate the Benefit Plan in any of the following three circumstances and accelerate the payment of the entire unpaid balance of the Director’s vested benefits as of the date of such payment in accordance with Section 409A of the Code, provided that in each case the action taken complies with the applicable requirements set forth in Treasury Regulation §1.409A-3(j)(4)(ix):

A. the Benefit Plan is irrevocably terminated within the 30 days preceding a Change in Control and (1) all arrangements sponsored by the Bank and the Company and any successors immediately following the Change in Control that would be aggregated with the Benefit Plan under Treasury Regulation §1.409A-1(c)(2) are terminated with respect to each participant that experienced the Change in Control event, and (2) each Director and all participants under the other aggregated arrangements receive all of their benefits under the terminated arrangements within 12 months of the date that all necessary action to irrevocably terminate the Benefit Plan and the other aggregated arrangements is taken;

B. the Benefit Plan is irrevocably terminated at a time that is not proximate to a downturn in the financial health of the Bank or the Company and (1) all arrangements sponsored by the Bank that would be aggregated with the Benefit Plan under Treasury Regulation §1.409A-1(c) if a Director participated in such arrangements are terminated, (2) no payments are made within 12 months of the date the Bank and the Company take all necessary action to irrevocably terminate the arrangements, other than payments that would be payable under the terms of the arrangements if the termination had not occurred, (3) all payments are made within 24 months of the date the Bank and the Company take all necessary action to irrevocably terminate the arrangements, and (4) the Bank and the Company do not adopt a new arrangement that would be aggregated with the Benefit Plan under Treasury Regulation §1.409A-1(c) if a Director participated in both arrangements, at any time within three years following the date the Bank and the Company take all necessary action to irrevocably terminate the Benefit Plan; or

C. the Benefit Plan is terminated within 12 months of a corporate dissolution taxed under Section 331 of the Code, or with the approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that the amounts deferred by a Director under the Benefit Plan are included in the Director’s gross income in the later of (1) the calendar year in which the termination of the Benefit Plan occurs, or (2) the first calendar year in which the payment is administratively practicable.

XI. ADMINISTRATION AND CLAIMS

A. Plan Administrator :

The Plan Administrator of this Benefit Plan shall be Home Bank. The Plan Administrator shall be responsible for the management and administration of this Benefit Plan. The Plan Administrator may delegate to others certain aspects of the management and operation responsibilities of this Benefit Plan including the employment of advisors and the delegation of ministerial duties to qualified individuals.

B. Claims Procedure:

a. Filing a Claim for Benefits :

Any Director, Beneficiary, or other individual (the “Claimant”) entitled to benefits under this Benefit Plan may file a claim request with the Plan Administrator. The Plan Administrator will, upon written request of a Claimant, make available copies of all forms and instructions necessary to file a claim for benefits or advise the Claimant where such forms and instructions may be obtained.

b. Denial of Claim:

A claim for benefits under this Benefit Plan will be denied if the Bank determines that the Claimant is not entitled to receive benefits under the Benefit Plan. A notice of a denial shall be furnished to the Claimant within a reasonable period of time after receipt of the claim for benefits by the Plan Administrator. This time period shall not exceed more than ninety (90) days after the receipt of the properly submitted claim. However, if the Plan Administrator determines, in its discretion, that an extension of time for processing the claim is required, such extension shall not exceed an additional ninety (90) days. Any extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Plan Administrator expects to render the determination on review.

c. Content of Notice:

The Plan Administrator shall provide a written notice to every Claimant who is denied a claim for benefits, which notice shall set forth the following:

(i) The specific reason or reasons for the denial;

(ii)

A specific reference to the pertinent Benefit Plan provisions on which the denial is based;

(iii)

A description of any additional material or information necessary for the Claimant to perfect the claim, and any explanation of why such material or information is necessary; and

(iv)

Any other necessary information.

d.	Review Procedure:

The purpose of the review procedure is to provide a method by which a Claimant may have a reasonable opportunity to appeal a denial of a claim to the Plan Administrator for a full and fair review. The Claimant, or his duly authorized representative, may:

(i)

Request a review upon written application to the Plan Administrator. The application for review must be made within sixty (60) days of the receipt of written notice of denial of the claim.

(ii)

Review and copy (free of charge) pertinent Benefit Plan documents, records and other information relevant to the Claimant’s claim for benefits;

(iii)

Submit issues and concerns in writing, as well as documents, records, and other information relating to the claim.

e. Decision on Review:

A decision on review of a denied claim shall be made in the following manner:

(i)

The Plan Administrator may, in its sole discretion, hold a hearing on the denied claim. The decision on review shall be made promptly, but generally not later than sixty (60) days after receipt of the application for review. If the Plan Administrator determines that an extension of time for processing is required, written notice of the extension shall be furnished to the Claimant prior to the termination of the initial sixty (60) day period. In no event shall the extension exceed a period of sixty (60) days from the end of the initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Plan Administrator expects to render the determination on review.

(ii)

The decision on review shall be in writing and shall include the specific reasons for the decision written in an understandable manner with specific references to the pertinent Benefit Plan provisions upon which the decision is based.

(iii)

The review will take into account all comments, documents, records and other information submitted by the Claimant relating to the claim without regard to whether such information was submitted or considered in the initial benefit determination.

(iv)

The decision on review will include a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records or other information relevant to the Claimant’s claim for benefits.

f. Exhaustion of Remedies:

A Claimant must follow the claims review procedures under this Benefit Plan and exhaust his or her administrative remedies before taking any further action with respect to a claim for benefits.

C. Arbitration:

If a Claimant continues to dispute the benefit denial based upon completed performance of this Benefit Plan or the meaning and effect of the terms and conditions hereof, then the Claimant may submit the dispute to an Arbitrator for final arbitration. The Arbitrator shall be selected by mutual agreement of the Bank and the Claimant. The Arbitrator shall operate under any generally recognized set of arbitration rules. The parties hereto agree that they and their heirs, personal representatives, successors and assigns shall be bound by the decision of such Arbitrator with respect to any controversy properly submitted to it for determination.

XII. EFFECTIVE DATE

The Effective Date of this Benefit Plan shall be January 1, 2005.

[signature page follows]

IN WITNESS WHEREOF , Home Bank has adopted this Benefit Plan as of December 22, 2008, retroactively effective as of January 1, 2005.

	HOME BANK


	By:	/s/ Michael P. Maraist
		Michael P. Maraist
		Chairman of the Board

EXHIBIT 10.4

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is dated this 22nd day of December 2008, between Home Bank, a federally-chartered savings bank located in Lafayette, Louisiana (the “Bank” or the “Employer”) and L. J. Dailey (the “Executive”).

WITNESSETH

WHEREAS, the Executive became an employee of the Bank upon the merger of Crowley Building and Loan Association (“CB&L”) with and into the Bank pursuant to an Agreement and Plan of Reorganization, dated as of March 27, 2006 (the “Merger Agreement”);

WHEREAS, the Executive is currently employed as First Vice President and Crowley City President, and the Executive and the Bank have previously entered into an employment agreement dated March 27, 2006 (the “Prior Agreement”);

WHEREAS, the Bank desires to amend and restate the Prior Agreement in order to make changes to comply with Section 409A of the Code (as defined herein), as well as certain other changes; and

WHEREAS, the Executive is willing to serve the Bank on the terms and conditions hereinafter set forth;

NOW THEREFORE, in consideration of the mutual agreements herein contained, and upon the other terms and conditions hereinafter provided, the parties hereby agree as follows:

1. Definitions. The following words and terms shall have the meanings set forth below for the purposes of this Agreement:

(a) Annual Compensation. The Executive = s “Annual Compensation” for purposes of this Agreement shall be deemed to mean the sum of the Executive = s then current annual rate of base salary and any cash bonus paid to the Executive by the Employer for the calendar year immediately preceding the calendar year in which the Date of Termination occurs.

(b) Base Salary. A Base Salary @ shall have the meaning set forth in Section 3(a) hereof.

(c) Cause. Termination of the Executive = s employment for A Cause @ shall mean termination because of 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 this Agreement.

(d) Code. “Code” shall mean the Internal Revenue Code of 1986, as amended.

(e) Date of Termination. “Date of Termination” shall mean (i) if the Executive = s employment is terminated for Cause, the date on which the Notice of Termination is given, and (ii) if the Executive = s employment is terminated for any other reason, the date specified in the Notice of Termination.

(f) Disability. A Disability @ shall be deemed to have occurred if the Executive: (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Employer.

(g) Effective Date. The A Effective Date @ of the Agreement shall be the date first written above.

(h) Employment Period. The Executive = s A Employment Period @ under this Agreement shall be for a period of three years commencing on the Effective Date.

(i) Good Reason. Termination by the Executive of the Executive’s employment for “Good Reason” shall mean termination by the Executive based on the occurrence of any of the following events:

(i)

any material breach of this Agreement by the Employer, including without limitation any of the following: (A) a material diminution in the Executive’s base compensation, (B) a material diminution in the Executive’s authority, duties or responsibilities, or (C) a material diminution in the authority, duties or responsibilities of the officer to whom the Executive is required to report, or

(ii)

any material change in the geographic location at which the Executive must perform his services under this Agreement;

provided, however, that prior to any termination of employment for Good Reason, the Executive must first provide written notice to the Employer within ninety (90) days of the initial existence of the condition, describing the existence of such condition, and the Employer shall thereafter have the right to remedy the condition within thirty (30) days of the date the Employer received the written notice from the Executive. If the Employer remedies the condition within such thirty (30) day cure period, then no Good Reason shall be deemed to exist with respect to such condition. If the Employer does not remedy the condition within such thirty (30) day cure period, then the Executive may deliver a Notice of Termination for Good Reason at any time within sixty (60) days following the expiration of such cure period.

(j) IRS. IRS shall mean the Internal Revenue Service.

(k) Notice of Termination. Any purported termination of the Executive = s employment by the Employer for any reason, including without limitation for Cause, Disability or Retirement, or by the Executive for any reason, including without limitation for Good Reason, shall be communicated by a written A Notice of Termination @ to the other party hereto. For purposes of this Agreement, a A Notice of Termination @ shall mean a dated notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive = s employment under the provision so indicated, (iii) specifies a Date of Termination, which shall be not less than thirty (30) nor more than ninety (90) days after such Notice of Termination is given, except in the case of the Employer = s termination of the Executive = s employment for Cause, which shall be effective immediately; and (iv) is given in the manner specified in Section 10 hereof.

(l) Retirement. A Retirement @ shall mean voluntary termination by the Executive in accordance with the Employer = s retirement policies, including early retirement, generally applicable to its salaried employees.

2. Term of Employment.

(a) The Employer hereby employs the Executive as First Vice President and Crowley City President, and the Executive hereby accepts said employment and agrees to render such services to the Employer on the terms and conditions set forth in this Agreement. The term of this Agreement shall be a period of three years commencing as of the Effective Date and ending on the third anniversary of the Effective Date, subject to earlier termination as provided herein.

(b) During the term of this Agreement, the Executive shall perform such executive services for the Employer as may be consistent with his titles and from time to time assigned to him by the Employer = s President.

3. Compensation and Benefits.

(a) The Employer shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of $75,000 per year ( A Base Salary @ ), which may not be decreased without the Executive = s express written consent. In addition to his Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the President of the Employer.

(b) During the Employment Period, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing plan or other plans, benefits and privileges given to employees and executives of the Employer, to the extent commensurate with his then duties and responsibilities. The Employer shall not make any changes in such plans, benefits or privileges 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 Employer 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 Employer. Nothing paid to the 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 the Executive pursuant to Section 3(a) hereof.

(c) During the Employment Period, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Employer. The Executive shall not be entitled to receive any additional compensation from the Employer for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Employer.

(d) During the Employment Period, the Employer shall provide the Executive with the use of an automobile. The Employer shall pay for all costs of insurance coverage, repairs, maintenance and other incidental expenses, including license, fuel and oil, related to the Executive = s business use of the automobile, subject to such reasonable documentation and other limitations as may be established by the Employer.

4. Expenses. The Employer 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 Employer, including, but not by way of limitation, traveling expenses and all reasonable entertainment expenses, subject to such reasonable documentation and other limitations as may be established by the Employer. If such expenses are paid in the first instance by the Executive, the Employer shall reimburse the Executive therefor. Such reimbursement shall be paid promptly by the Employer and in any event no later than March 15 of the year immediately following the year in which such expenses were incurred.

5. Termination.

(a) The Employer shall have the right, at any time upon prior Notice of Termination, to terminate the Executive = s employment hereunder for any reason, including without limitation termination for Cause, Disability or Retirement, and the Executive shall have the right, upon prior Notice of Termination, to terminate his employment hereunder for any reason.

(b) In the event that (i) the Executive = s employment is terminated by the Employer for Cause or (ii) the Executive terminates his employment hereunder other than for Disability, Retirement, death or Good Reason, the Executive shall have no right pursuant to this Agreement to compensation or other benefits for any period after the applicable Date of Termination.

(c) In the event that the Executive = s employment is terminated as a result of Disability, Retirement or the Executive = s death during the term of this Agreement, the Executive shall have no right pursuant to this Agreement to compensation or other benefits for any period after the applicable Date of Termination.

(d) In the event that (i) the Executive = s employment is terminated by the Employer for other than Cause, Disability, Retirement or the Executive = s death or (ii) such employment is terminated by the Executive for Good Reason, then the Employer shall, subject to the provisions of Section 6 hereof, if applicable:

(1) pay to the Executive, in a lump sum within 10 business days after the Date of Termination, a cash severance amount equal to the Annual Compensation that would have been paid to the Executive for the then remaining Employment Period; and

(2) maintain and provide for a period ending at the earlier of (i) the expiration of the remaining Employment Period prior to the Notice of Termination or (ii) the date of the Executive = s full-time employment by another employer (provided that the Executive is entitled under the terms of such employment to benefits substantially similar to those described in this subparagraph (2)), at no cost to the Executive, the Executive = s continued participation in all group insurance, life insurance, health and accident insurance, and disability insurance offered by the Employer in which the Executive was participating immediately prior to the Date of Termination; provided that any insurance premiums payable by the Employer or any successor pursuant to this Section 5(d)(2) shall be payable at such times and in such amounts (except that the Employer shall also pay any employee portion of the premiums) as if the Executive was still an employee of the Employer, subject to any increases in such amounts imposed by the insurance company or COBRA, and the amount of insurance premiums required to be paid by the Employer in any taxable year shall not affect the amount of insurance premiums required to be paid by the Employer in any other taxable year; and provided further that if the Executive’s participation in any group insurance plan is barred, the Employer shall either arrange to provide the Executive with insurance benefits substantially similar to those which the Executive was entitled to receive under such group insurance plan or, if such coverage cannot be obtained, pay a lump sum cash equivalency amount within thirty (30) days following the date of termination of the Executive’s employment based on the annualized rate of premiums being paid by the Employer as of the date of termination of the Executive’s employment.

6. Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employer or its affiliates would constitute a A parachute payment @ under Section 280G of the Code, then the payments and benefits payable by the Employer pursuant to Section 5 hereof shall be reduced by the minimum amount necessary to result in no portion of the payments and benefits payable by the Employer under Section 5 being non-deductible to the Employer pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. If the payments and benefits are required to be reduced, the cash severance shall be reduced first, followed by a reduction in the fringe benefits. The determination of any reduction in the payments and benefits to be made pursuant to Section 5 shall be based upon the opinion of independent counsel selected by the Employer and paid by the Employer. Such counsel shall promptly prepare the foregoing opinion, but in no event later than 10 business days from the Date of Termination, and may use such actuaries as such counsel deems necessary or advisable for the purpose. Nothing contained in this Section 6 shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than as specified in this Section 6, or a reduction in the payments and benefits specified in Section 5 below zero.

7. Mitigation; Exclusivity of Benefits.

(a) The Executive shall not be required to mitigate the amount of any benefits hereunder by seeking other employment or otherwise, nor shall the amount of any such benefits be reduced by any compensation earned by the Executive as a result of employment by another employer after the Date of Termination or otherwise, except as set forth in Section 5(d)(2) above.

(b) The specific arrangements referred to herein are not intended to exclude any other benefits which may be available to the Executive upon a termination of employment with the Employer pursuant to employee benefit plans of the Employer or otherwise.

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

9. Assignability. The Employer may assign this Agreement and its rights and obligations hereunder in whole, but not in part, to any corporation, association or other entity with or into which the Employer may hereafter merge or consolidate or to which the Employer may transfer all or substantially all of its assets, if in any such case said corporation, association or other entity shall by operation of law or expressly in writing assume all obligations of the Employer hereunder as fully as if it had been originally made a party hereto, but may not otherwise assign this Agreement or its rights and obligations hereunder. The Executive may not assign or transfer this Agreement or any rights or obligations hereunder.

10. Notice. For the purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by certified or registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below:

To the Employer: Board of Directors

Home Bank

503 Kaliste Saloom

Lafayette, Louisiana 70508

To the Executive: L. J. Dailey

at the address last appearing on

the personnel records of the Employer

11. Amendment; Waiver. No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and such officer or officers as may be specifically designated by the Board of Directors of the Employer to sign on its behalf; provided, however, that if the Employer determines, after a review of the final regulations issued under Section 409A of the Code and all applicable Internal Revenue Code guidance, that this Agreement should be further amended to avoid triggering the tax and interest penalties imposed by Section 409A of the Code, the Employer may amend this Agreement to the extent necessary to avoid triggering the tax and interest penalties imposed by Section 409A of the Code. No waiver by any party hereto at any time of any breach by the 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.

12. 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.

13. Nature of Obligations. Nothing contained herein shall create or require the Employer 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 Employer hereunder, such right shall be no greater than the right of any unsecured general creditor of the Employer.

14. 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.

15. Changes in Statutes or Regulations . If any statutory or regulatory provision referenced herein is subsequently changed or re-numbered, or is replaced by a separate provision, then the references in this Agreement to such statutory or regulatory provision shall be deemed to be a reference to such section as amended, re-numbered or replaced.

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

17. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

18. Regulatory Prohibition. Notwithstanding any other provision of this Agreement to the contrary, any payments made to the Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act (12 U.S.C. ' 1828(k)) and the regulations promulgated thereunder, including 12 C.F.R. Part 359.

19. Regulatory Actions. The following provisions shall be applicable to the parties to the extent that they are required to be included in employment agreements between a savings association and its employees pursuant to Section 563.39(b) of the Regulations Applicable to All Savings Associations, 12 C.F.R. ' 563.39(b), or any successor thereto, and shall be controlling in the event of a conflict with any other provision of this Agreement, including without limitation Section 5 hereof.

(a) If the Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Employer = s affairs pursuant to notice served under Section 8(e)(3) or Section 8(g)(1) of the Federal Deposit Insurance Act ( A FDIA @ ) (12 U.S.C. ' ' 1818(e)(3) and 1818(g)(1)), the Employer = s obligations under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Employer may, in its discretion: (i) pay the Executive all or part of the compensation withheld while its obligations under this Agreement were suspended, and (ii) reinstate (in whole or in part) any of its obligations which were suspended.

(b) If the Executive is removed from office and/or permanently prohibited from participating in the conduct of the Employer = s affairs by an order issued under Section 8(e)(4) or Section 8(g)(1) of the FDIA (12 U.S.C. ' ' 1818(e)(4) and (g)(1)), all obligations of the Employer under this Agreement shall terminate as of the effective date of the order, but vested rights of the Executive and the Employer as of the date of termination shall not be affected.

(c) If the Employer is in default, as defined in Section 3(x)(1) of the FDIA (12 U.S.C. ' 1813(x)(1)), all obligations under this Agreement shall terminate as of the date of default, but vested rights of the Executive and the Employer as of the date of termination shall not be affected.

(d) All obligations under this Agreement shall be terminated pursuant to 12 C.F.R. ' 563.39(b)(5), except to the extent that it is determined that continuation of the Agreement for the continued operation of the Employer is necessary: (i) by the Director of the Office of Thrift Supervision ( A OTS @ ), or his/her designee, at the time the Federal Deposit Insurance Corporation ( A FDIC @ ) enters into an agreement to provide assistance to or on behalf of the Employer under the authority contained in Section 13(c) of the FDIA (12 U.S.C. ' 1823(c)); or (ii) by the Director of the OTS, or his/her designee, at the time the Director or his/her designee approves a supervisory merger to resolve problems related to operation of the Employer or when the Employer is determined by the Director of the OTS to be in an unsafe or unsound condition, but vested rights of the Executive and the Employer as of the date of termination shall not be affected.

20. Payment of Costs and Legal Fees and Reinstatement of Benefits. In the event any dispute or controversy arising under or in connection with the Executive = s termination is resolved in favor of the Executive, whether by judgment, arbitration or settlement, the Executive shall be entitled to the payment of (a) all reasonable legal fees incurred by the Executive in resolving such dispute or controversy, and (2) any back-pay, including Base Salary, bonuses and any other cash compensation, fringe benefits and any compensation and benefits due to the Executive under this Agreement.

21. Entire Agreement. This Agreement embodies the entire agreement between the Employer and the Executive with respect to the matters agreed to herein. As of the Effective Date, any and all prior agreements between the Employer and the Executive with respect to the matters agreed to herein, including the Prior Agreement, are hereby superseded and shall have no force or effect.

IN WITNESS WHEREOF , this Agreement has been executed as of the date first written above.

	HOME BANK



	By:	/s/ John W. Bordelon
		John W. Bordelon
		President and Chief Executive Officer



	EXECUTIVE



	By:	/s/ L. J. Dailey
		L. J. Dailey

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

HOME BANCORP, INC.
(Exact name of registrant as specified in its charter)


Louisiana	001-34190		71-1051785
(State or other jurisdiction	(Commission File Number)		(IRS Employer
of incorporation)			Identification No.)


503 Kaliste Saloom Road, Lafayette, Louisiana				70508
(Address of principal executive offices)		(Zip Code)


N/A
(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Exhibit Number		Description
10.1		2005 Directors’ Deferral Plan
10.2		Amendment No. 1 to the Salary Continuation Agreement by and between Home Bank and John W. Bordelon
10.3		Amendment No. 1 to the Salary Continuation Agreement by and between Home Bank and Darren Guidry
10.4		Amended and Restated Employment Agreement by and between the Bank and L.J. Dailey

Exhibit Number		Description
10.1		2005 Directors’ Deferral Plan
10.2		Amendment No. 1 to the Salary Continuation Agreement by and between Home Bank and John W. Bordelon
10.3		Amendment No. 1 to the Salary Continuation Agreement by and between Home Bank and Darren Guidry
10.4		Amended and Restated Employment Agreement by and between the Bank and L.J. Dailey

Date of Report (Date of earliest event reported)	December 22, 2008

	HOME BANCORP, INC.



Date: December 22, 2008	By:	/s/ John W. Bordelon
		John W. Bordelon
		President and Chief Executive Officer

EXECUTIVE		HOME BANK



By:	/s/ Darren E. Guidry	By:	/s/ John W. Bordelon
	Darren E. Guidry		John W. Bordelon
			President and Chief Executive Officer