HOME BANCORP, INC. (Form: S-1, Received: 06/06/2008 15:02:00)

Number of Shares of

Home Bancorp Stock

Price Per Share

Total Amount To Purchase

X $10.00 =

As filed with the Securities and Exchange Commission on June 6, 2008

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

HOME BANCORP, INC.

(Exact name of registrant as specified in its articles of incorporation)


Louisiana	6036
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

503 Kaliste Saloom Road

Lafayette, Louisiana 70508

(337) 237-1960

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

John W. Bordelon

President and Chief Executive Officer

Home Bancorp, Inc.

503 Kaliste Saloom Road

Lafayette, Louisiana 70508

(337) 237-1960

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Raymond A. Tiernan, Esq.

Hugh T. Wilkinson, Esq.

Elias, Matz, Tiernan & Herrick L.L.P.

734 15th Street, N.W., 12th Floor

Washington, D.C. 20005

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer ¨		Accelerated filer ¨
Non-accelerated filer ¨		Smaller reporting company x

(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE



Title of each Class of Securities to be Registered	Amount to be Registered	Purchase Price Per Share	Aggregate Offering Price	Registration Fee
Common Stock, $.01 par value per share	9,918,750 shares(1)	$10.00	$99,187,500(1)	$3,898.07
Participation interests	580,283 shares(1)	—	—	—

(1)

Estimated solely for the purpose of calculating the registration fee. Includes shares which may be purchased by participants in the Home Bank Profit Sharing 401(k) Plan. Pursuant to Rule 457(h) of the Securities Act, as amended, no separate fee is required for the participation interests, and the number of participation interests registered has been calculated on the basis of the maximum number of shares which could be purchased utilizing the assets of such plan.

The Registrant hereby amends this Registration Statement on such date as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that the Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission acting pursuant to said Section 8(a) may determine.

PROSPECTUS

HOME BANCORP, INC.

(Proposed holding company for Home Bank)

Up to 8,625,000 Shares of Common Stock

(Anticipated Maximum)

Home Bancorp, Inc. is offering shares of its common stock for sale in connection with the conversion of Home Bank, a federally chartered savings bank headquartered in Lafayette, Louisiana, from the mutual to the stock form of ownership. Home Bancorp, Inc. will be the holding company for Home Bank. After the offering, all of Home Bank’s outstanding common stock will be owned by Home Bancorp, Inc. We expect that the common stock of Home Bancorp, Inc. will be quoted on the Nasdaq Global Market under the symbol “HBCP.” Sandler O’Neill & Partners, L.P. will use its best efforts to assist us in Home Bancorp’s selling efforts, but is not required to purchase any of the common stock that is being offered for sale. All shares offered for sale are being offered at a price of $10.00 per share. Purchasers will not pay a commission to purchase shares of common stock in the offering.

•

If you are a current or former depositor of Home Bank, or if you are a borrower from Home Bank with a loan that was outstanding on January 1, 2001 that continued to be outstanding as of , 2008, you may have priority rights to purchase shares.

•

If you are not a current or former depositor of Home Bank, you may have an opportunity to purchase shares of common stock after priority orders are filled.

We are offering up to 8,625,000 shares of common stock for sale on a best efforts basis, subject to certain conditions. We must sell a minimum of 6,375,000 shares to complete the offering. If, as a result of regulatory considerations, demand for the shares or changes in market or financial conditions, the independent appraiser determines our market value has increased, we may sell up to 9,918,750 shares without giving you further notice or the opportunity to change or cancel your order. The offering is expected to close at 4:00 p.m., Central time, on , 2008. We may extend this close date without notice to you until , 2008, unless the Office of Thrift Supervision approves a later date, which will not be beyond , 2010.

The minimum purchase is 25 shares. Once submitted, orders are irrevocable unless the offering is terminated or extended beyond , 2008. If the offering is extended beyond , 2008, subscribers will be notified and will be given the right to confirm, change or cancel their orders, and funds will be returned promptly to subscribers who do not respond to this notice. Funds received before completion of the offering up to the minimum of the offering range will be maintained at Home Bank. Funds received in excess of the minimum of the offering range may be maintained at Home Bank, or at our discretion, in an escrow account at an independent insured depository institution. In either case, we will pay interest on all funds received at a rate equal to Home Bank’s passbook rate, which is currently % per annum. If we do not sell the minimum number of shares or if we terminate the offering for any other reason, we will promptly return your funds with interest at Home Bank’s passbook rate.

The Office of Thrift Supervision has conditionally approved our plan of conversion. However, such approval does not constitute a recommendation or endorsement of this offering.

This investment involves a degree of risk, including the possible loss of principal. Please read “ Risk Factors ” beginning on page .

OFFERING SUMMARY

Price per Share: $10.00


	Minimum		Maximum		Maximum, as Adjusted
Number of shares		6,375,000		8,625,000		9,918,750
Gross offering proceeds	$	63,750,000	$	86,250,000	$	99,187,500
Estimated offering expenses ⁽¹⁾	$	1,100,000	$	1,100,000	$	1,100,000
Selling agent fees and expenses	$	523,750	$	730,750	$	849,775
Estimated net proceeds	$	62,126,250	$	84,419,250	$	97,237,725
Estimated net proceeds per share	$	9.75	$	9.79	$	9.80

(1)	Excludes selling agent fees and expenses payable to Sandler O’Neill & Partners, L.P. in connection with the offering.

These securities are not deposits or accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Neither the Securities and Exchange Commission, the Office of Thrift Supervision, nor any state securities regulator has approved or disapproved of these securities or determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

S ANDLER O’N EILL + PARTNERS , L . P .

The date of this prospectus is , 2008

MAP OF OUR OFFICE LOCATIONS

[To be completed.]

TABLE OF CONTENTS


		Page
Summary		1

Risk Factors		14

Forward-Looking Statements		19

Use of Proceeds		19

Dividends		21

Market for Our Common Stock		21

Home Bank Meets All of Its Regulatory Capital Requirements		22

Our Capitalization		24

Pro Forma Data		26

Selected Financial and Other Data		31

Management’s Discussion and Analysis of Financial Condition and Results of Operations		33

Business of Home Bank		50

Regulation		74

Taxation		81

Management		82

Proposed Management Purchases		90

The Conversion and Offering		90

Restrictions on Acquisition of Home Bancorp and Home Bank and Related Anti-Takeover Provisions		107

Description of Capital Stock		113

Experts		114

Legal and Tax Opinions		114

Where You Can Find Additional Information		114

Index to Financial Statements		115

SUMMARY

This summary highlights selected information from this document and may not contain all the information that is important to you. To understand the stock offering and the conversion fully, you should read this entire document carefully, including the financial statements and the notes to the financial statements of Home Bank.

THE COMPANIES

Home Bancorp, Inc.

This offering is being made by Home Bancorp, Inc., a Louisiana corporation recently formed by Home Bank to be its holding company. Home Bancorp has not yet commenced operations and has no assets. Following the completion of this offering, Home Bancorp will be a savings and loan holding company and parent corporation for Home Bank. The common stock of Home Bancorp is being sold as part of the mutual-to-stock conversion of Home Bank, with a preference to certain depositors and borrowers of Home Bank and to certain employee benefit plans of the bank. We expect the common stock of Home Bancorp to be publicly traded on the Nasdaq Global Market. The executive offices of Home Bancorp, Inc. are located at the bank’s headquarters, 503 Kaliste Saloom Road, Lafayette, Louisiana. You may visit our website at www.home24bank.com . Information on our website should not be considered a part of this prospectus.

Home Bank

Home Bank is a federally chartered mutual savings bank with $430.1 million in assets, $352.1 million in deposits and $51.4 million in equity capital as of March 31, 2008. Home Bank is celebrating the 100 ^th anniversary of its organization in 1908. Home Bank operates out of its headquarters in Lafayette, Louisiana, eight additional full service banking offices and a loan production office in Baton Rouge, Louisiana. In June 2006, Home Bank acquired Crowley Building and Loan Association, which was a Louisiana chartered mutual building and loan association with total assets at $34.0 million and one banking office at the time of its merger into the bank. The acquisition of Crowley Building and Loan Association resulted in the bank’s expansion of its banking network into Acadia Parish, which is adjacent to, and west of, Lafayette Parish. Home Bank currently is expanding its presence in Baton Rouge, Louisiana and expects to open two full-service banking offices in Baton Rouge in 2008 and one additional banking office in 2009. Home Bank is a community oriented savings bank offering a variety of deposit and loan products, primarily to individuals, families and small to mid-sized businesses located in its market area as well as contiguous markets in south central Louisiana. Historically, the bank’s lending efforts were concentrated in making long-term (30-year) loans to individuals in the Lafayette area secured by first mortgages on the borrower’s residence. Approximately five years ago, Home Bank began its efforts to transform its operations to be more like a commercial bank by expanding and diversifying its loan portfolio, and increased its emphasis on commercial products and services. As of March 31, 2008, $131.3 million or 42.6% of Home Bank’s total loan portfolio consisted of one-to-four family residential first mortgage loans, $71.6 million or 23.2% consisted of commercial real estate loans, $34.9 million or 11.3% consisted of commercial business loans, $26.8 million or 8.7% consisted of construction and land loans, $22.7 million or 7.4% consisted of home equity loans and lines of credit, $14.0 million or 4.5% consisted of consumer loans, and $7.2 million or 2.3% consisted of multi-family residential loans.

Home Bank’s mission is to operate and grow a profitable community focused financial institution while protecting its franchise through prudent operating standards. We plan to achieve this by executing our strategy of:

•

growing and diversifying our loan portfolio;

•

expanding our market area;

•

increasing our market share in current markets;

•

increasing our core deposits;

•

maintaining high asset quality; and

•

providing exceptional service to attract and retain customers.

We believe our mutual-to-stock conversion will assist us in implementing our business strategy by increasing our capital base which will support continuing growth in our lending operations and facilitate the expansion of our franchise through the opening of additional de novo branch offices or possible acquisitions of other financial institutions. Given the continuing growth in the Lafayette and Baton Rouge market areas, we believe it is an opportune time for us to convert so that we can continue our expansion. After our conversion, we will also be able to use stock-related incentive programs to attract and retain executive and other personnel, which we expect will support our efforts to grow and expand our lending capabilities. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Business Strategy” on page .

The Conversion

The conversion involves a series of transactions by which we will convert from our current status as a mutual savings bank to a stock savings bank and become a subsidiary of Home Bancorp. As a stock savings bank, we will implement our business strategy focused on loan growth and diversification and geographic expansion of our franchise. After the conversion, we will continue to be subject to the regulation and supervision of the Office of Thrift Supervision and the Federal Deposit Insurance Corporation. See “The Conversion and Offering” at page .

At present, our depositors and borrowers as of January 1, 2001 whose loans continue to be outstanding, are voting members of Home Bank. When we complete the conversion, our depositors and borrowers will no longer be voting members and Home Bancorp will have all of the voting rights in Home Bank since it will be the bank’s sole shareholder. Exclusive voting rights for Home Bancorp will belong to the holders of our common stock after the conversion.

The Offering

We are offering between 6,375,000 shares and 8,625,000 shares of our common stock for sale at a purchase price of $10.00 per share. All investors will pay the same cash price per share in the offering. Subject to regulatory approval, we may increase the amount of stock to be sold to 9,918,750 shares without any further notice to you if, as a result of regulatory conditions, demand for the shares or changes in market or financial conditions, the independent appraiser determines that the market value has increased.

Reasons for the Offering

We are pursuing the offering for the following reasons:

•

To support future growth and geographic expansion of our banking operations in our current market areas and contiguous markets.

•

To enhance our future profitability and earnings through reinvesting and leveraging the proceeds, primarily through traditional funding and lending activities.

•

To enhance our current compensation programs through the addition of stock-based benefit plans, which we expect will help us to attract and retain qualified directors, officers and employees.

•

To facilitate our ability to make acquisitions of other institutions in the future (although we do not currently have any plans, agreements or understandings regarding any acquisition transactions).

We believe that this is the right time for Home Bank to convert to the stock form. The Lafayette and Baton Rouge areas have been growing in recent years. We believe that we can continue to grow our loan portfolio, particularly in the commercial real estate and commercial business areas. In order to capitalize on these opportunities we plan to hire several additional loan officers who will focus on continuing to grow our loan portfolio in the markets we serve. In addition, we plan to expand our banking franchise by opening additional branch offices, first in the Baton Rouge market area and, subsequently, in other markets which are contiguous to the areas we serve. We expect to open two full-service branch offices in Baton Rouge, Louisiana in 2008 and one additional branch office in the Baton Rouge market area during 2009. We then expect to consider further geographic expansion of our banking franchise into other markets in southern Louisiana. We hope to be able to use these new branches to enhance our community banking efforts in the areas in which we open new offices. In addition, we believe that there may be opportunities to make acquisitions of other financial institutions in the future, although we do not currently have any plans, agreements or understanding regarding any acquisition transactions. The proceeds from the offering as well as the stock form of ownership will facilitate our ability to consider acquisitions in the future.

Conditions to Completion of the Offering

We cannot complete the offering unless:

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Our members approve the conversion at the special meeting to be held on , 2008;

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We sell at least the minimum number of shares offered; and

•

We receive the final approval of the Office of Thrift Supervision to complete the conversion and the offering.

How We Determined the Price Per Share and the Offering Range

The offering range is based on an independent appraisal by RP Financial, LC, an appraisal firm experienced in appraisals of savings institutions. The pro forma market value is the estimated market value of our common stock assuming the sale of shares in this offering. RP Financial has indicated that in its opinion as of May 16, 2008, the estimated pro forma market value of our common stock was between $63.8 million and $86.3 million, with a midpoint of $75.0 million. The appraisal was based in part upon our financial condition and operations and the effect of the additional capital we will raise from the sale of common stock in the offering.

In preparing its appraisal, RP Financial considered the information in this prospectus, including our financial statements. RP Financial also considered the following factors, among others:

•

our historical, present and projected operating results including, but not limited to, historical income statement information such as return on assets, return on equity, net interest margin trends, operating expense ratios, levels and sources of non-interest income, and levels of loan loss provisions;

•

our historical, present and projected financial condition including, but not limited to, historical balance sheet size, composition and growth trends, loan portfolio composition and trends, liability composition and trends, credit risk measures and trends, and interest rate risk measures and trends;

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the economic, demographic and competitive characteristics of Home Bank’s primary market area including, but not limited to, employment by industry type, unemployment trends, size and growth of the population, trends in household and per capita income, deposit market share and largest competitors by deposit market share;

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a comparative evaluation of our operating and financial statistics with those of other similarly situated institutions, which included a comparative analysis of balance sheet composition, income statement ratios, credit risk, interest rate risk and loan portfolio composition;

•

the impact of the stock offering on our equity and earning potential including, but not limited to, the increase in equity resulting from the offering, the estimated increase in earnings resulting from the reinvestment of the net proceeds of the offering, the estimated impact on the equity and earnings resulting from adoption of the employee benefit plans and the effect of higher consolidated equity on our future operations; and

•

the trading market for securities of comparable institutions and general conditions in the market for such securities.

Subject to regulatory approval, we may increase the amount of common stock offered by up to 15%. Accordingly, at the minimum of the offering range, we are offering 6,375,000 shares, and at the maximum, as adjusted, of the offering range we are offering 9,918,750 shares in the subscription offering. The appraisal will be updated before the conversion is completed. If the pro forma market value of the common stock at that time is either below $63.8 million or above $99.2 million, we may terminate the stock offering and promptly return all funds; promptly return all funds, set a new offering range and give all subscribers the opportunity to modify or rescind their purchase orders for shares of Home Bancorp’s common stock; or take such other actions as may be permitted by the Office of Thrift Supervision and the Securities and Exchange Commission. See “The Conversion and Offering – How We Determined the Price Per Share and the Offering Range” for a description of the factors and assumptions used in determining the stock price and offering range.

RP Financial relied primarily on a comparative market value methodology in determining the pro forma market value of our common stock. In applying this methodology, RP Financial analyzed financial and operational comparisons of Home Bank with a selected peer group of publicly traded savings institutions. The pro forma market value of our common stock was determined by RP Financial based on the market pricing ratios of the peer group, subject to certain valuation adjustments based on fundamental differences between Home Bank and the institutions comprising the peer group. Specifically, RP Financial took into account that, on a pro forma basis compared solely to the peer group, we had a lower cost of funds, more favorable credit quality, higher capital level, higher earnings and more favorable growth potential. Additionally, RP Financial took into account the significant volatility in the broader stock market and the after market pricing characteristics of recently converted savings institutions. RP Financial utilized the results of this overall analysis to establish pricing ratios that resulted in the determination of our pro forma market value.

Two of the measures investors use to analyze whether a stock might be a good investment are the ratio of the offering price to the issuer’s “book value” and the ratio of the offering price to the issuer’s annual net income. RP Financial considered these ratios, among other factors, in preparing its appraisal. Book value is the same as total equity, and represents the difference between the issuer’s assets and liabilities. RP Financial’s appraisal also incorporates an analysis of a peer group of publicly traded companies that RP Financial considered to be comparable to us.

The following table presents a summary of selected pricing ratios for the peer group companies and for us on a reported basis as utilized by RP Financial in its appraisal. These ratios are based on earnings for the twelve months ended March 31, 2008 and book value as of March 31, 2008. Compared to the average pricing ratios of the peer group at the maximum of the offering range, our stock would be priced at a premium of 35.3% to the peer group on a price-to-earnings basis and a discount of 27.6% to the peer group on a price-to tangible book basis. This means that, at the maximum of the offering range, a share of our common stock would be more expensive than the peer group based on an earnings per share basis and less expensive than the peer group based on a book value per share basis. See “Pro Forma Data” for the assumptions used to derive these pricing ratios.


	Price To Earnings Multiple		Price to Tangible Book Value Ratio
Home Bancorp (pro forma)
Minimum	19.17	x	60.20	%
Maximum	24.89		68.73

Peer group companies as of May 16, 2008
Average	18.40	x	94.91	%
Median	16.51		95.55

The independent appraisal does not indicate market value. You should not assume or expect that the valuation described above means that our common stock will trade at or above the $10.00 purchase price after the offering.

After Market Performance of Other Recently Converted Institutions

The following table provides information regarding the after-market performance of the full conversion offerings completed from January 1, 2007 through May 16, 2008. As part of its appraisal of our pro forma market value, RP Financial considered the after-market performance of mutual-to-stock conversions completed in the three months prior to May 16, 2008, which was the date of its appraisal report. RP Financial considered information regarding the new issue market for converting thrifts as part of its consideration of the market for thrift stocks.


		Appreciation (Depreciation) From Initial Offering Price
Issuer (Market/Symbol)	Date of IPO	After 1 Day		After 1 Week		After 1 Month		Through 5/16/08
Cape Bancorp, Inc.(1) (Nasdaq: CBNJ)	02/01/08	0.5	%	(1.0	)%	(2.0	)%	—	%
Danvers Bancorp, Inc. (Nasdaq: DNBK)	01/10/08	(2.6	)	(3.1	)	2.6		17.5
First Advantage Bancorp (Nasdaq: FABK)	11/30/07	11.7		7.0		6.5		19.2
First Financial NW, Inc. (Nasdaq: FFNW)	10/10/07	17.3		15.0		8.1		4.9
Beacon Federal Bancorp, Inc. (Nasdaq: FFED)	10/02/07	16.0		17.9		6.0		5.8
Louisiana Bancorp, Inc. (Nasdaq: LABC)	07/10/07	9.5		4.0		9.1		29.3
Quaint Oak Bancorp, Inc. (OTCBB: QNTO)	07/05/07	(2.0	)	(7.0	)	(11.0	)	(7.0	)
ESSA Bancorp, Inc. (Nasdaq: ESSA)	04/04/07	17.8		20.6		14.8		23.8
CMS Bancorp, Inc. (Nasdaq: CMSB)	04/04/07	5.7		4.7		3.0		—
Hampden Bancorp, Inc. (Nasdaq: HBNK)	01/17/07	28.2		25.0		23.4		12.1

Average – all transactions		10.2		8.3		6.1		10.6
Median – all transactions		10.6	%	5.9	%	6.3	%	9.0	%

(1)	Included a simultaneous acquisition.

This table is not intended to be indicative of how our stock may perform. Furthermore, this table presents only short-term price performance with respect to several companies that only recently completed their

initial public offerings and may not be indicative of the longer-term stock price performance of these companies. Stock price appreciation is affected by many factors, including, but not limited to: general market and economic conditions; the interest rate environment; the amount of proceeds a company raises in its offering; and numerous factors relating to the specific company, including the experience and ability of management, historical and anticipated operating results, the nature and quality of the company’s assets, and the company’s market area. The companies listed in the table above may not be similar to Home Bancorp, the pricing ratios for their stock offerings were in some cases different from the pricing ratios for Home Bancorp’s common stock and the market conditions in which these offering were completed were, in some cases, different from current market conditions. Any or all of these differences may cause our stock to perform differently from these other offerings. Before you make an investment decision, we urge you to carefully read this prospectus, including, but not limited to, the “Risk Factors” section beginning on page .

You should be aware that, in certain market conditions, stock prices of thrift initial public offerings have decreased. We can give you no assurance that our stock will not trade below the $10.00 purchase price or that our stock will perform similarly to other recent mutual-to-stock conversions.

Use of Proceeds from the Sale of Our Common Stock

We will use the proceeds from the offering as follows:


Use of Proceeds(1)	Amount, at the minimum		Amount, at the maximum		Percentage of net offering proceeds at the maximum
Loan to our employee stock ownership plan	$	5,100,000	$	6,900,000	8.2	%
Repurchase of shares for recognition and retention plan	$	2,550,000	$	3,450,000	4.1	%
Investment in equity of Home Bank	$	31,063,125	$	42,209,625	50.0	%
General corporate purposes – investments, dividend payments, possible acquisitions and stock repurchases	$	23,413,125	$	31,859,625	37.7	%

(1)	See “Pro Forma Data” for certain assumptions used.

Half of the net proceeds from the offering will be used by Home Bancorp to buy the common stock of Home Bank. Home Bank will use the portion of the cash proceeds it receives for general corporate purposes. The net proceeds received by Home Bank will further strengthen our capital position, which already exceeds all regulatory requirements, and will provide us with additional flexibility to grow and diversify. The proceeds invested in Home Bank, in addition to funding new loans and being invested in securities, may ultimately be used to finance the expansion of our banking operations through the opening of additional branch offices or possible acquisitions of other financial institutions or branch offices, although no such acquisitions are specifically being considered at this time.

The remaining portion of the net proceeds after the loan to our employee stock ownership plan and the investment in Home Bank will be retained by Home Bancorp and will be available for general corporate purposes. We may initially use the remaining net proceeds to invest in U.S. Government and federal agency securities of various maturities, Federal funds, mortgage-backed securities, or a combination thereof. In addition, assuming shareholder approval of the recognition and retention plan, we intend to contribute sufficient funds so that the recognition and retention plan can purchase a number of shares equal to an aggregate of 4% of the common stock issued in the conversion. The net proceeds retained by Home Bancorp may ultimately be used to:

•

support the future expansion of operations through establishment of additional branch offices or other customer facilities for Home Bank, acquisition of other financial institutions or branch offices, expansion into other lending markets or diversification into other banking related businesses, although no such acquisitions are specifically being considered at this time;

•

invest in securities or place funds on deposit with Home Bank;

•

fund repurchases of our common stock or serve as a source of possible payments of cash dividends; and

•

for general corporate purposes.

Our Dividend Policy

We have not determined whether we will pay dividends on the common stock. After the offering, we will consider a policy of paying regular cash dividends. Our ability to pay dividends will depend on a number of factors, including capital requirements, regulatory limitations and our operating results and financial condition. Initially, our ability to pay dividends will be limited to the net proceeds retained by Home Bancorp and earnings from the investment of such proceeds, as well as dividends from Home Bank, if any. At the maximum of the offering range,

Home Bancorp will retain approximately $31.9 million of the net proceeds. Additionally, funds could be contributed from Home Bank through dividends; however, the ability of Home Bank to dividend funds to Home Bancorp is subject to regulatory limitations described in more detail in “Dividends” on page .

Benefits to Management from the Offering

Our employees, officers and directors will benefit from the offering due to various stock-based benefit plans.

•

Full-time employees, including officers, will be participants in our employee stock ownership plan which will purchase shares of common stock in the offering. The employee stock ownership plan will provide retirement benefits to all eligible employees of Home Bank. The plan will purchase 8.0% of Home Bancorp’s common stock sold in the offering, with the proceeds of a loan from Home Bancorp. As the loan is repaid and shares are released from collateral, the shares will be allocated to the accounts of participants based on a participant’s compensation as a percentage of total plan compensation. Non-employee directors are not eligible to participate in the employee stock ownership plan. We will incur additional compensation expense as a result of this plan. See “Pro Forma Data” for an illustration of the effects of this plan.

•

Subsequent to completion of the offering, we intend to implement a:

•

stock recognition and retention plan; and

•

stock option plan

which will benefit our employees and directors. The stock option plan and stock recognition and retention plan will be implemented no earlier than six months after the offering and conversion. Under these plans, we may award stock options and shares of restricted stock to employees and directors. Shares of restricted stock will be awarded at no cost to the recipient. Stock options will be granted at an exercise price equal to 100% of the fair market value of our common stock on the option grant date. We will incur additional compensation expense as a result of both plans. See “Pro Forma Data” for an illustration of the effects of these plans. Under the stock option plan, we may grant stock options in an amount up to 10.0% of Home Bancorp’s common stock sold in the offering. Under the stock recognition and retention plan, we may award restricted stock in an amount equal to 4.0% of Home Bancorp’s common stock sold in the offering. The plans will comply with all applicable Office of Thrift Supervision regulations. Implementation of the stock option plan and stock recognition and retention plan will be subject to approval by the shareholders of Home Bancorp. If the plans are implemented within one year of the conversion and offering, they must be approved by a majority of the total votes eligible to be cast by our shareholders. If the plans are implemented more than one year after the conversion, they must be approved by a majority of the total votes cast.

The following table presents the total value of all shares expected to be available for restricted stock awards under the stock recognition and retention plan, based on a range of market prices from $8.00 per share to $14.00 per share. Ultimately, the value of the grants will depend on the actual trading price of our common stock, which depends on numerous factors.


		Value of
Share Price		255,000 Shares Awarded at Minimum of Range		300,000 Shares Awarded at Midpoint of Range		345,000 Shares Awarded at Maximum of Range		396,750 Shares Awarded at 15% Above Maximum of Range
$	8.00	$	2,040,000	$	2,400,000	$	2,760,000	$	3,174,000
	10.00		2,550,000		3,000,000		3,450,000		3,967,500
	12.00		3,060,000		3,600,000		4,140,000		4,761,000
	14.00		3,570,000		4,200,000		4,830,000		5,554,500

The following table presents the total value of all stock options expected to be made available for grant under the proposed stock option plan, based on a range of market prices from $8.00 per share to $14.00 per share. For purposes of this table, the value of the stock options was determined using the Black-Scholes option-pricing formula. See “Pro Forma Data.” Ultimately, financial gains can be realized on a stock option only if the market price of the common stock increases above the price at which the option is granted.


		Value of
Exercise Price		Option Value		637,500 Options Granted at Minimum of Range		750,000 Options Granted at Midpoint of Range		862,500 Options Granted at Maximum of Range		991,875 Options Granted at 15% Above Maximum of Range
$	8.00	$	3.88	$	2,473,500	$	2,910,000	$	3,346,500	$	3,848,475
	10.00		4.85		3,091,875		3,637,500		4,183,125		4,810,594
	12.00		5.82		3,710,250		4,365,000		5,019,750		5,772,713
	14.00		6.79		4,328,625		5,092,500		5,856,375		6,734,831

The following table summarizes, at the maximum of the offering range, the total number and value of the shares of common stock that the employee stock ownership plan expects to acquire and the total value of all restricted stock awards and stock options that are expected to be available under the stock recognition and retention plan and stock option plan, respectively. At the maximum of the offering range, we will sell 8,625,000 shares.


	Number of Shares to be Granted or Purchased ⁽¹⁾		As a % of Common Stock Sold in the Offering		Total Estimated Value of Grants
Employee stock ownership plan	690,000	⁽²⁾	8.0	%	$	6,900,000	⁽⁴⁾
Restricted stock awards	345,000		4.0			3,450,000	⁽⁴⁾
Stock options	862,500	⁽³⁾	10.0			4,183,125	⁽⁵⁾

Total	1,897,500		22.0	%	$	14,533,125

⁽¹⁾	Based on shares to be sold at maximum of offering range.

⁽²⁾	Represents the number of shares of common stock of Home Bancorp to be outstanding based on the maximum of the offering range multiplied by 8.0%.

⁽³⁾	Represents the number of shares of common stock of Home Bancorp to be outstanding based on the maximum of the offering range multiplied by 10.0%.

⁽⁴⁾	Assumes the value of Home Bancorp’s common stock is $10.00 per share for purposes of determining the total estimated value of the grants under the employee stock ownership plan and the recognition and retention plan.

⁽⁵⁾	Assumes the value of a stock option is $4.85 per share, which was determined using the Black-Scholes option-pricing formula. See “Pro Forma Data.”

Market For Common Stock

We have applied to have the common stock of Home Bancorp listed for trading on the Nasdaq Global Market under the symbol “HBCP.” We cannot assure you that our common stock will be approved for listing. Sandler O’Neill & Partners, L.P. currently intends to become a market maker in the common stock, but it is under no obligation to do so. We cannot assure you that other market markers will be obtained or that an active and liquid trading market for our common stock will develop or, if developed, will be maintained.

Federal and State Income Tax Consequences

We have received an opinion from our federal income tax counsel, Elias, Matz, Tiernan & Herrick L.L.P., that, under federal income tax law and regulation, the tax basis to the shareholders of the common stock purchased in the offering will be the amount paid for the common stock, and that the conversion will not be a taxable event for us. This opinion, however, is not binding on the Internal Revenue Service. We also have received an opinion that the

conversion should not be a taxable event under Louisiana income tax law, see “The Conversion and Offering – Tax Aspects” (page ). The full texts of the opinions are filed as exhibits to the registration statement of which this document is a part, and copies may be obtained from the SEC. See “Where You Can Find Additional Information” on page .

In its opinion, Elias, Matz, Tiernan & Herrick L.L.P. notes that the subscription rights will be granted at no cost to the recipients, will be legally nontransferable and of short duration, and will provide the recipients with the right only to purchase shares of common stock at the same price to be paid by members of the general public in any community offering. Elias, Matz, Tiernan & Herrick L.L.P. has also noted that RP Financial has issued a letter stating that the subscription rights will have no ascertainable market value. In addition, no cash or property will be given to recipients of the subscription rights in lieu of such rights or to those recipients who fail to exercise such rights. In addition, the IRS was requested in 1993 in a private letter ruling to address the federal tax treatment of the receipt and exercise of nontransferable subscription rights in another conversion but declined to express any opinion. Elias, Matz, Tiernan & Herrick L.L.P. believes because of such factors that it is more likely than not that the nontransferable subscription rights to purchase common stock will have no ascertainable value at the time the rights are granted. In addition, neither we nor Elias, Matz, Tiernan & Herrick L.L.P. is aware of any instance where the IRS has determined that subscription rights of the type provided in our conversion have any ascertainable value.

Restrictions on the Acquisition of Home Bancorp and Home Bank

Federal regulation, as well as provisions contained in the articles of incorporation and bylaws of Home Bancorp, contain certain restrictions on acquisitions of Home Bancorp or its capital stock. These restrictions include the requirement that a potential acquirer of common stock obtain the prior approval of the Office of Thrift Supervision before acquiring in excess of 10% of the stock of Home Bancorp.

In addition, the articles of incorporation of Home Bancorp include a provision that prohibits any person from acquiring or offering to acquire the beneficial ownership of more than 10% of any class of equity security of Home Bancorp. For further information, see “Restrictions on Acquisition of Home Bancorp and Home Bank and Related Anti-Takeover Provisions.”

The Amount of Stock You May Purchase

The minimum purchase is 25 shares. You may purchase no more than $250,000 of common stock offered in any single priority category. The maximum amount of shares that a person together with any associates or group of persons acting in concert with such person may purchase is $1.0 million of the common stock being offered (100,000 shares). Your associates are the following persons:

•

any corporation or other organization (other than us) of which such person is a director, officer or partner or is directly or indirectly the beneficial owner of 10% or more of any class of equity securities;

•

any trust or other estate in which such person has a substantial beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity, provided, however that such term shall not include any tax-qualified employee stock benefit plan in which such person has a substantial beneficial interest or serves as a trustee or in a similar fiduciary capacity; and

•

any relative or spouse of such person, or any relative of such spouse, who either has the same home as such person or is a director or officer of us or any of our subsidiaries.

The term “acting in concert” means:

•

knowing participation in a joint activity or interdependent conscious parallel action towards a common goal whether or not pursuant to an express agreement; or

•

a combination or pooling of voting or other interests in the securities of an issuer for a common purpose pursuant to any contract, understanding, relationship, agreement or other arrangement, whether written or otherwise. We may presume that certain persons are acting in concert based upon, among other things, joint account relationships, common addresses on our records or the fact that such persons have filed joint Schedules 13D or 13G with the SEC with respect to other companies.

We may decrease or increase the maximum purchase limitation without notifying you. For additional information, see “The Conversion and Offering – Limitations on Common Stock Purchases” at page .

How We Will Prioritize Orders If We Receive Orders for More Shares Than Are Available for Sale

You might not receive any or all of the shares you order. If we receive orders for more shares than are available, we will allocate stock to the following persons or groups.


PRIORITY 1:		ELIGIBLE ACCOUNT HOLDERS (Home Bank depositors with a balance of at least $50 at the close of business on March 31, 2007).

PRIORITY 2:		OUR EMPLOYEE STOCK OWNERSHIP PLAN.

PRIORITY 3:		SUPPLEMENTAL ELIGIBLE ACCOUNT HOLDERS (Home Bank depositors with a balance of at least $50 at the close of business on June 30, 2008).

PRIORITY 4:		OTHER MEMBERS (Home Bank depositors at the close of business on , 2008 and borrowers with a loan from Home Bank at January 1, 2001 that continued to be outstanding at , 2008).

If the above persons do not subscribe for all of the shares offered in the subscription offering, we will offer the remaining shares to the general public in the community offering, giving preference to natural persons who reside in Lafayette, Acadia and East Baton Rouge Parishes, Louisiana. In the event we sell more than 8,625,000 shares of common stock in the offering, our employee stock ownership plan will have a first priority purchase right to purchase shares in excess of the maximum of the offering range.

How to Order Shares in the Offering

If you want to place an order for shares in the offering, you must complete an original stock order form and send it to us, together with full payment. The stock order form also includes an acknowledgement from you that, before purchasing shares of our common stock, you have received a copy of this prospectus and that you are aware of the risks involved in the investment, including those described under “Risk Factors” beginning at page . We must receive your stock order form before the end of the subscription offering or the end of the community offering, as appropriate. Once we receive your order, you cannot cancel or change it.

To ensure that we properly identify your subscription rights, you must list all of your deposit accounts as of the eligibility date on the stock order form. If you fail to do so, your subscription may be reduced or rejected if the offering is oversubscribed. To preserve your purchase priority, you must register the shares only in the name or names of eligible purchasers at the applicable date of eligibility. You may not add the names of others who were not eligible to purchase common stock in the offering on the applicable date of eligibility without losing your priority.

We may, in our sole discretion, reject orders received in the community offering either in whole or in part. For example, we may reject an order submitted by a person who we believe is making false representations or who we believe is attempting to violate, evade or circumvent the terms and conditions of the plan of conversion. If your order is rejected in part, you cannot cancel the remainder of your order.

How Shares Can Be Paid For

In the offering, subscribers may pay for shares by:

•

personal check, bank check or money order payable to Home Bancorp, Inc.; or

•

authorizing Home Bank to withdraw money from the subscriber’s deposit account(s) maintained with Home Bank (we will waive any applicable penalties for early withdrawals from certificate of deposit accounts).

Owners of self-directed IRAs may use the assets of such IRAs to purchase shares of common stock in the subscription and community offerings. Persons with IRAs maintained at Home Bank must have their accounts transferred to an unaffiliated institution or broker to purchase shares of common stock in the subscription and community offerings. Any interested parties wishing to use IRA funds for stock purchases are advised to contact the conversion center for additional information and allow sufficient time for the account to be transferred as required.

Home Bank is not permitted to lend funds (including funds drawn on a Home Bank line of credit) to anyone for the purpose of purchasing shares of common stock in the offering.

Deadline for Orders of Stock

For those depositors of Home Bank with subscription rights who wish to purchase shares in the offering, a properly completed stock order form, together with payment for the shares, must be received by Home Bank no later than 4:00 p.m., Central time, on , 2008, unless this deadline is extended by us. Subscribers may submit order forms by mail using the return envelope provided, by overnight courier to the indicated address on the order form, or by bringing their order forms to our main office, located at 503 Kaliste Saloom Road, Lafayette, Louisiana, during regular business hours. Stock order forms will not be accepted at any of our branch offices. Once submitted, orders are irrevocable unless the offering is terminated or extended beyond , 2008.

Termination of the Offering

The subscription offering will expire at 4:00 p.m., Central time, on , 2008. In the event that there is a community offering in addition to the subscription offering, we anticipate that such direct community offering would expire not later than 45 days subsequent to the expiration of the subscription offering. We may extend this expiration date without notice to you, until , 2008, unless the Office of Thrift Supervision approves a later date. If the subscription offering and/or community offering extends beyond , 2010, we will notify all subscribers and give them the opportunity to confirm, change or cancel their orders. We will promptly return funds with interest to any subscriber who does not respond to this notice. All further extensions, in the aggregate, may not last beyond , 2010.

Your Subscription Rights Are Not Transferable

You may not assign or sell your subscription rights. Any transfer of subscription rights is prohibited by law. If you exercise subscription rights, you will be required to certify that you are purchasing shares solely for your own account and that you have no agreement or understanding regarding the sale or transfer of shares. We intend to pursue any and all legal and equitable remedies if we learn of the transfer of any subscription rights. We will reject orders that we determine to involve the transfer of subscription rights. With the exception of purchases through individual retirement accounts, Keogh accounts and 401(k) plan accounts, shares purchased in the subscription offering must be registered in the names of all depositors on the qualifying account(s). Deleting names of depositors or adding non-depositors or otherwise altering the form of beneficial ownership of a qualifying account will result in the loss of your subscription rights.

Conversion Center

If you have any questions regarding the offering or our conversion, please call the conversion center at ( ) - . The conversion center is open Monday through Friday, except bank holidays, from 10:00 a.m. to 4:00 p.m., Central time.

To ensure that each purchaser in the subscription and community offering receives a prospectus at least 48 hours before the expiration date of the subscription and community offering in accordance with federal law, no prospectus will be mailed any later than five days before the expiration date, sent via overnight delivery any later than three days before the expiration date or hand delivered any later than two days before the expiration date. Order forms will be distributed only when preceded or accompanied by a prospectus.

RISK FACTORS

You should consider carefully the following risk factors before purchasing Home Bancorp common stock.

Risks Related to Our Business

There are increased risks involved with commercial real estate, commercial and construction and land lending activities.

Our lending activities include loans secured by commercial real estate and commercial business loans. We have increased our emphasis on originating commercial real estate and commercial business loans in recent years, and such loans have increased as a proportion of our loan portfolio from 21.8% in the aggregate at December 31, 2003 to an aggregate of 34.5% at March 31, 2008. Commercial real estate lending and commercial business lending generally is considered to involve a higher degree of risk than single-family residential lending due to a variety of factors, including generally larger loan balances, the dependency on successful operation of the project for repayment, and loan terms which often do not require full amortization of the loan over its term and, instead, provide for a balloon payment at stated maturity. As a result of the larger loan balances typically involved in these loans, an adverse development with respect to one loan or one credit relationship can expose us to greater risk of loss compared to an adverse development with respect to a one- to four-family residential mortgage loan. In addition, our relatively recent emphasis on increasing our originations of commercial real estate and commercial business loans means that our portfolio of these loans is significantly weighted with loans which are not well seasoned and are generally perceived to be more susceptible to adverse economic conditions than older loans.

In addition to commercial real estate and commercial business loans, Home Bank holds a significant portfolio of construction and land loans. At March 31, 2008, Home Bank’s construction and land loans amounted to $26.8 million. Construction and land loans generally have a higher risk of loss than single-family residential mortgage loans due primarily to the critical nature of the initial estimates of a property’s value upon completion of construction compared to the estimated costs, including interest, of construction as well as other assumptions. If the estimates upon which construction loans are made prove to be inaccurate, we may be confronted with projects that, upon completion, have values which are below the loan amounts.

Our allowance for loans losses may not be adequate to cover probable losses.

We have established an allowance for loan losses based upon various assumptions and judgments about the collectibility of our loan portfolio which we believe is adequate to offset probable losses on our existing loans. Since we must use assumptions regarding individual loans and the economy, our current allowance for loan losses may not be sufficient to cover actual loan losses, and increases in the allowance may become necessary in the future. Any future declines in real estate market conditions, general economic conditions or changes in regulatory policies may require us to increase our allowance for loan losses, which would adversely affect our results of operations. We may also need to significantly increase our provision for loan losses, particularly if one or more of our larger loans or credit relationships becomes delinquent. In addition, federal regulators periodically review our allowance for loan losses and may require us to increase our provision for loan losses or recognize loan charge-offs. Our allowance for loan losses amounted to 0.75% of total loans at March 31, 2008.

We may not succeed in our plan to grow which could reduce future profitability.

We intend to grow our branch system by opening additional offices. Our ability to grow organically by establishing new de novo branch offices depends on whether we can identify advantageous locations and generate new deposits and loans from those locations that will create an acceptable level of net income. Typically, it takes several years for a new banking office to become profitable, and this could adversely affect our earnings in future periods. We intend to focus our growth strategy in contiguous markets. There will be additional costs associated with any expansion of our branch network, and no assurance can be given that any new offices will be profitable. There also is a risk that, as we geographically expand our lending area, we may not be as successful in assessing the credit risks which are inherent in different markets. We cannot assure you that we will be successful in our plan to grow.

In addition, we may seek to either acquire other financial institutions and/or branch offices. We cannot assure you that we will be able to grow through acquisitions or, if we do, successfully integrate other financial institutions or branch offices. Our ability to successfully acquire other institutions depends on our ability to identify, acquire and integrate such institutions into our franchise. Currently, we have no agreements or understandings with anyone regarding an acquisition.

Our business is geographically concentrated in south central Louisiana, which makes us vulnerable to downturns in the local economy.

Most of our loans are to individuals and businesses located generally in south central Louisiana. Regional economic conditions affect the demand for our products and services as well as the ability of our customers to repay loans. The concentration of our business operations in south central Louisiana makes us vulnerable to downturns in the local economy. Declines in local real estate values could adversely affect the value of property used as collateral for the loans we make. No assurance can be given that, given the geographic concentration of our business, we will not suffer from future adverse developments in the region. Historically, the oil and gas industry has constituted a significant component of the local economy in south central Louisiana. The oil and gas industry remains an important factor in the local economy in the markets that Home Bank operates in and downturns in the local oil and gas industry could adversely affect Home Bank. In addition, the region is susceptible to hurricanes and tropical storms.

Our market area is susceptible to hurricanes and tropical storms in the future which could adversely affect the banking business in southern Louisiana.

Our primary market area is Lafayette, Louisiana and contiguous markets in south central Louisiana, an area which is susceptible to hurricanes and tropical storms. Basic services, such as water, gas, electricity, health care and the transportation network, as well as the flood prevention system, may be severely affected in the event of a hurricane. This could have a severe adverse effect on us as well as the banking business in southern Louisiana as a whole. Any new storm could adversely affect our loan portfolio by damaging properties pledged as collateral and impair the ability of certain borrowers to repay their loans.

The loss of our President and Chief Executive Officer could hurt our operations.

We rely heavily on our President and Chief Executive Officer, John W. Bordelon. The loss of Mr. Bordelon could have an adverse effect on us, as he is central to virtually all aspects of our business operations and management. In addition, as a small community bank, we have fewer management-level personnel who are in position to succeed and assume the responsibilities of Mr. Bordelon. We intend to enter into a three-year employment agreement with Mr. Bordelon. For further information about our proposed employment agreements, see “Management.”

Changes in interest rates could have a material adverse effect on our operations.

The operations of financial institutions such as we are dependent to a large extent on net interest income, which is the difference between the interest income earned on interest-earning assets such as loans and investment securities and the interest expense paid on interest-bearing liabilities such as deposits and borrowings. Changes in the general level of interest rates can affect our net interest income by affecting the difference between the weighted average yield earned on our interest-earning assets and the weighted average rate paid on our interest-bearing liabilities, or interest rate spread, and the average life of our interest-earning assets and interest-bearing liabilities. Changes in interest rates also can affect our ability to originate loans; the value of our interest-earning assets and our ability to realize gains from the sale of such assets; our ability to obtain and retain deposits in competition with other available investment alternatives; and the ability of our borrowers to repay adjustable or variable rate loans. Interest rates are highly sensitive to many factors, including governmental monetary policies, domestic and international economic and political conditions and other factors beyond our control. Although we believe that the estimated maturities of our interest-earning assets currently are well balanced in relation to the estimated maturities of our interest-bearing liabilities (which involves various estimates as to how changes in the general level of interest rates

will impact these assets and liabilities), there can be no assurance that our profitability would not be adversely affected during any period of changes in interest rates.

Our results of operations are significantly dependent on economic conditions and related uncertainties.

The operations of savings associations are affected, directly and indirectly, by domestic and international economic and political conditions and by governmental monetary and fiscal policies. Conditions such as inflation, recession, unemployment, volatile interest rates, real estate values, government monetary policy, international conflicts, the actions of terrorists and other factors beyond our control may adversely affect our results of operations. Adverse economic conditions also could result in an increase in loan delinquencies, foreclosures and nonperforming assets and a decrease in the value of the property or other collateral which secures our loans, all of which could adversely affect our results of operations. We are particularly sensitive to changes in economic conditions and related uncertainties in the greater Lafayette, Louisiana, area because we derive the vast majority of our loans, deposits and other business from this area. Accordingly, we remain subject to the risks associated with prolonged declines in our local economy.

We are subject to extensive regulation which could adversely affect our business and operations.

We are subject to extensive federal governmental supervision and regulation, which are intended primarily for the protection of depositors. In addition, we are subject to changes in federal and state laws, as well as changes in regulations, governmental policies and accounting principles. The effects of any such potential changes cannot be predicted but could adversely affect the business and our operations in the future.

We face strong competition which may adversely affect our profitability.

We are subject to vigorous competition in all aspects and areas of our business from banks and other financial institutions, including savings and loan associations, savings banks, finance companies, credit unions and other providers of financial services, such as money market mutual funds, brokerage firms, consumer finance companies and insurance companies. We also compete with non-financial institutions, including retail stores that maintain their own credit programs and governmental agencies that make available low cost or guaranteed loans to certain borrowers. Certain of our competitors are larger financial institutions with substantially greater resources, more advanced technological capabilities, lending limits, larger branch systems and a wider array of commercial banking services. Competition from both bank and non-bank organizations will continue.

Risks Related to this Offering

Additional expenses following the offering from new equity benefit plans will adversely affect our net income.

Following the offering, we will recognize additional annual employee compensation and benefit expenses stemming from options and shares granted to employees, directors and executives under new benefit plans. These additional expenses will adversely affect our net income. We cannot determine the actual amount of these new stock-related compensation and benefit expenses at this time because applicable accounting practices generally require that they be based on the fair market value of the options or shares of common stock at the date of the grant; however, we expect them to be significant. We will recognize expenses for our employee stock ownership plan when shares are committed to be released to participants’ accounts and will recognize expenses for restricted stock awards and stock options generally over the vesting period of awards made to recipients. These benefit expenses in the first year following the offering have been estimated to be approximately $1.4 million at the maximum of the offering range as set forth in the pro forma financial information under “Pro Forma Data” assuming the $10.00 per share purchase price as fair market value. Actual expenses, however, may be higher or lower, depending on the price of our common stock at that time. For further discussion of these plans, see “Management – New Stock Benefit Plans.”

Our return on equity may negatively impact our stock price.

Return on equity, which equals net income divided by average equity, is a ratio used by many investors to compare the performance of a particular company with other companies. Home Bank’s return on average equity was 8.0%, on an annualized basis, for the quarter ended March 31, 2008 and 6.9% for the year ended December 31, 2007. This is lower than returns on equity for many comparable publicly traded financial institutions. We expect our return on equity ratio will not increase substantially, due in part to our increased capital level upon completion of the offering. Consequently, you should not expect a competitive return on equity in the near future. Failure to attain a competitive return on equity ratio may make an investment in our common stock unattractive to some investors which might cause our common stock to trade at lower prices than comparable companies with higher returns on equity. The net proceeds from the stock offering, which may be as much as $97.2 million, will significantly increase our equity. On a pro forma basis and based on net income for the quarter ended March 31, 2008, our return on equity ratio, assuming shares are sold at the maximum of the offering range, would be approximately 3.3%. Based on trailing 12-month data at March 31, 2008, the 10 companies comprising our peer group in the independent appraisal prepared by RP Financial and all publicly traded savings banks had average ratios of returns on equity of 5.9% and 2.7%, respectively.

We have broad discretion in allocating the proceeds of the offering. Our failure to effectively utilize proceeds could reduce future profitability.

We intend to contribute 50% of the net proceeds of the offering to Home Bank. Home Bancorp may use the portion of the proceeds that it retains to, among other things, invest in securities, pay cash dividends or repurchase shares of common stock, subject to regulatory restriction. Home Bank initially intends to use the net proceeds it retains to originate new loans and to purchase investment securities. In the future, Home Bank may use the portion of the proceeds that it receives to open new branches, invest in securities and expand its business activities. Home Bancorp and Home Bank may also use the proceeds of the offering to diversify their business and acquire other companies, although we have no specific plans to do so at this time. We have not allocated specific amounts of proceeds for any of these purposes, and we will have significant flexibility in determining how much of the net proceeds we apply to different uses and the timing of such applications. There is a risk that we may fail to effectively use the net proceeds which could reduce our future profitability.

Our employee stock benefit plans will be dilutive.

If the offering is completed and shareholders subsequently approve a stock recognition and retention plan and a stock option plan, we will allocate stock to our officers, employees and directors through these plans. If the shares for the stock recognition and retention plan are issued from our authorized but unissued stock, the ownership percentage of outstanding shares of Home Bancorp would be diluted by approximately 3.8%. However, it is our intention to purchase shares of our common stock in the open market to fund the stock recognition and retention plan. Assuming the shares of our common stock to be awarded under the stock recognition and retention plan are purchased at a price equal to the offering price in the offering, the reduction to shareholders’ equity from the stock recognition and retention plan would be between $2.6 million and $4.0 million at the minimum and the maximum, as adjusted, of the offering range. The ownership percentage of Home Bancorp shareholders would also decrease by approximately 9.1% if all potential stock options under our proposed stock option plan are exercised and are filled using shares issued from authorized but unissued stock, assuming the offering closes at the maximum of the offering range. See “Pro Forma Data” for data on the dilutive effect of the stock recognition and retention plan and the stock option plan and “Management – New Stock Benefit Plans” for a description of the plans.

Our stock price may decline when trading commences.

We cannot guarantee that if you purchase shares in the offering that you will be able to sell them at or above the $10.00 purchase price. The trading price of the common stock will be determined by the marketplace, and will be influenced by many factors outside of our control, including prevailing interest rates, investor perceptions, securities analyst research reports and general industry, geopolitical and economic conditions. Publicly traded stock, including stocks of financial institutions, often experience substantial market price volatility. These market fluctuations might not be related to the operating performance of particular companies whose shares are traded.

There may be a limited market for our common stock, which may adversely affect our stock price.

Although we have applied to have our shares of common stock traded on the Nasdaq Global Market, there is no guarantee that the shares will be actively traded. If an active trading market for our common stock does not develop, you may not be able to sell all of your shares of common stock in an efficient manner and the sale of a large number of shares at one time could temporarily depress the market price. There also may be a wide spread between the bid and asked price for our common stock. When there is a wide spread between the bid and asked price, the price at which you may be able to sell our common stock may be significantly lower than the price at which you could buy it at that time.

We intend to remain independent which may mean you will not receive a premium for your common stock.

We intend to remain independent for the foreseeable future. Because we do not plan on seeking possible acquirors, it is unlikely that we will be acquired in the foreseeable future. Accordingly, you should not purchase our common stock with any expectation that a takeover premium will be paid to you in the near term.

Our stock value may suffer from anti-takeover provisions that may impede potential takeovers that management opposes.

Provisions in our corporate documents, as well as certain federal regulations, may make it difficult and expensive to pursue a tender offer, change in control or takeover attempt that our board of directors opposes. As a result, our shareholders may not have an opportunity to participate in such a transaction, and the trading price of our stock may not rise to the level of other institutions that are more vulnerable to hostile takeovers. Anti-takeover provisions contained in our corporate documents include:

•

restrictions on acquiring more than 10% of our common stock by any person and limitations on voting rights;

•

the election of members of the board of directors to staggered three-year terms;

•

the absence of cumulative voting by shareholders in the election of directors;

•

provisions restricting the calling of special meetings of shareholders; and

•

our ability to issue preferred stock and additional shares of common stock without shareholder approval.

See “Restrictions on Acquisition of Home Bancorp and Home Bank and Related Anti-Takeover Provisions” for a description of anti-takeover provisions in our corporate documents and federal regulations.

FORWARD-LOOKING STATEMENTS

This document contains forward-looking statements, which can be identified by the use of such words as “estimate,” “project,” “believe,” “intend,” “anticipate,” “plan,” “seek,” “expect” and similar expressions. These forward-looking statements include:

•

statements of goals, intentions and expectations;

•

statements regarding prospects and business strategy;

•

statements regarding asset quality and market risk; and

•

estimates of future costs, benefits and results.

These forward-looking statements are subject to significant risks, assumptions and uncertainties, including, among other things, the factors discussed under the heading “Risk Factors” beginning at page that could affect the actual outcome of future events.

Because of these and other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements and you should not rely on such statements.

USE OF PROCEEDS

The following table shows how we intend to use the net proceeds of the offering. The actual net proceeds will depend on the number of shares of common stock sold in the offering and the expenses incurred in connection with the offering. Payments for shares made through withdrawals from deposit accounts at Home Bank will reduce Home Bank’s deposits and will not result in the receipt of new funds for investment. See “Pro Forma Data” for the assumptions used to arrive at these amounts.


	Minimum of Offering Range				Midpoint of Offering Range				Maximum of Offering Range				15% Above Maximum of Offering Range
	6,375,000 Shares at $10.00 Per Share		Percent of Net Proceeds		7,500,000 Shares at $10.00 Per Share		Percent of Net Proceeds		8,625,000 Shares at $10.00 Per Share		Percent of Net Proceeds		9,918,750 Shares at $10.00 Per Share		Percent of Net Proceeds
	(Dollars in thousands)
Offering proceeds	$	63,750	102.6	%	$	75,000	102.4	%	$	86,250	102.2	%	$	99,188	102.0	%
Less: offering expenses		1,624	2.6			1,727	2.4			1,831	2.2			1,950	2.0

Net offering proceeds		62,126	100.0	%		73,273	100.0	%		84,419	100.0	%		97,238	100.0	%

Less:
Proceeds contributed to Home Bank		31,063	50.0			36,637	50.0			42,210	50.0			48,619	50.0
Proceeds used for loan to employee stock ownership plan		5,100	8.2			6,000	8.2			6,900	8.2			7,935	8.2
Proceeds used to repurchase shares for stock recognition plan		2,550	4.1			3,000	4.1			3,450	4.1			3,968	4.1

Proceeds remaining for Home Bancorp	$	23,413	37.7	%	$	27,636	37.7	%	$	31,859	37.7	%	$	36,716	37.7	%

As reflected in the table above, we expect that the net proceeds to be retained by Home Bancorp will range from $23.4 million to $36.7 million. Home Bancorp intends to invest 100% of the proceeds it retains from the offering initially in short-term, liquid investments. Although there can be no assurance that Home Bancorp will

invest the net proceeds in anything other than short-term, liquid investments, over time, Home Bancorp may use the proceeds it retains from the offering:

•

invest in securities or place funds on deposit with Home Bank;

•

fund repurchases of our common stock or serve as a source of possible payments of cash dividends;

•

for general corporate purposes.

Under current Office of Thrift Supervision regulations, Home Bancorp may not repurchase shares of its common stock during the first year following the conversion, except to fund equity benefit plans or, with prior regulatory approval, when extraordinary circumstances exist. We do not anticipate making any stock repurchases during the first year after our conversion except to fund our stock recognition and retention plan upon approval by shareholders.

The portion of net proceeds to be contributed to Home Bank is expected to range from $31.1 million to $48.6 million. Home Bank intends to initially use the net proceeds it receives to purchase investment securities. In the future, Home Bank may use the proceeds that it receives from the offering, which is shown in the table above as the amount contributed to Home Bank:

•

to fund new loans;

•

to invest in securities;

•

to finance the possible expansion of its banking franchise, including developing new branch locations; and

•

for general corporate purposes.

We may need regulatory approvals to engage in some of the activities listed above.

We expect to expand the geographic market we serve by opening new branch offices in the greater Baton Rouge market and other markets which are contiguous to our current offices. Other than these anticipated uses, we have not specifically quantified the amounts involved for the net proceeds to be contributed to Home Bank. Initially, the bulk of the net proceeds to the bank will be invested in securities. In time, we expect a greater amount of the proceeds will be utilized to fund new loan originations.

Except as described above, neither Home Bancorp nor Home Bank has any specific plans for the investment of the proceeds of this offering and has not allocated a specific portion of the proceeds to any particular use. For a discussion of our business reasons for undertaking the offering, see “The Conversion and Offering – Purposes of Conversion.”

DIVIDENDS

After we complete the conversion, our board of directors will have the authority to declare dividends on the common stock, subject to statutory and regulatory requirements. We intend to consider a policy of paying cash dividends on the common stock of Home Bancorp; however, we have not yet made any decision on the timing or the possible amount of any dividend payments. The rate of such dividends and the initial or continued payment thereof will depend upon a number of factors, including the amount of net proceeds retained by us in the conversion, investment opportunities available to us, capital requirements, our financial condition and results of operations, tax considerations, statutory and regulatory limitations, and general economic conditions. No assurances can be given that any dividends will be paid or that, if paid, will not be reduced or eliminated in future periods.

Dividends from Home Bancorp may eventually depend, in part, upon receipt of dividends from Home Bank because Home Bancorp initially will have no source of income other than dividends from Home Bank, earnings from the investment of the net proceeds from the sale of common stock retained by us, and interest payments with respect to our loan to our employee stock ownership plan.

Any payment of dividends by Home Bank to Home Bancorp which would be deemed to be drawn out of Home Bank’s bad debt reserves would require a payment of taxes at the then-current tax rate by Home Bank on the amount of earnings deemed to be removed from the reserves for such distribution. Home Bank does not intend to make any distribution that would create such a federal tax liability. See “Taxation.”

Home Bancorp is not subject to the above regulatory restrictions on the payment of dividends to our shareholders, although the source of such dividends may eventually depend, in part, upon dividends from Home Bank. We are, however, subject to the requirements of Louisiana law, which generally permit the payment of dividends out of surplus, except when (i) the corporation is insolvent or would thereby be made insolvent, or (ii) the declaration or payment thereof would be contrary to any restrictions in the corporation’s articles of incorporation.

We have committed to the Office of Thrift Supervision that, during the one-year period following our conversion, we will take no action to declare an extraordinary dividend that would be treated as a tax-free return of capital without the prior approval of the Office of Thrift Supervision.

MARKET FOR OUR COMMON STOCK

Because this is our initial public offering, there is no market for our common stock at this time. After we complete the offering, we anticipate that our common stock will be listed for quotation on the Nasdaq Global Market under the symbol “HBCP”.

There can be no assurance that an active and liquid trading market will develop for our common stock. The development of an active and liquid public market depends upon the existence of willing buyers and sellers, the presence of which is not within our control or the control of any market maker. You should not view our common stock as a short-term investment. Furthermore, there can be no assurance that you will be able to sell your shares at or above your purchase price. Sandler O’Neill & Partners, L.P. intends to make a market in our common stock after the conversion, but is under no obligation to do so. However, we cannot assure you that other market makers will be obtained or that an active and liquid trading market for our common stock will develop or, if developed, will be maintained.

HOME BANK MEETS ALL OF ITS REGULATORY CAPITAL REQUIREMENTS

At March 31, 2008, Home Bank exceeded all of its regulatory capital requirements. The table below sets forth Home Bank’s historical capital under accounting principles generally accepted in the United States of America and regulatory capital at March 31, 2008, and the pro forma capital of Home Bank after giving effect to the offering, based upon the sale of the number of shares shown in the table. The pro forma capital amounts reflect the receipt by Home Bank of 50% of the net offering proceeds. The pro forma risk-based capital amounts assume the investment of the net proceeds received by Home Bank in assets which have a risk-weight of 50% under applicable regulations, as if such net proceeds had been received and so applied at March 31, 2008.


					Pro Forma at March 31, 2008 based on
	Historical at March 31, 2008				6,375,000 Shares Sold at $10.00 Per Share				7,500,000 Shares Sold at $10.00 Per Share				8,625,000 Shares Sold at $10.00 Per Share				9,918,750 Shares Sold at $10.00 Per Share
	Amount		Percent of Assets ⁽¹⁾		Amount		Percent of Assets ⁽¹⁾		Amount		Percent of Assets ⁽¹⁾		Amount		Percent of Assets ⁽¹⁾		Amount		Percent of Assets ⁽¹⁾
	(Dollars in Thousands)
GAAP Capital	$	51,371	11.95	%	$	77,334	16.77	%	$	82,008	17.57	%	$	86,681	18.35	%	$	92,055	19.23	%

Tangible capital	$	50,359	11.75	%	$	76,322	16.60	%	$	80,996	17.41	%	$	85,669	18.19	%	$	91,043	19.08	%
Requirement		6,430	1.50			6,896	1.50			6,979	1.50			7,063	1.50			7,159	1.50

Excess	$	43,929	10.25	%	$	69,426	15.10	%	$	74,017	15.91	%	$	78,606	16.69	%	$	83,884	17.58	%

Core capital	$	50,359	11.75	%	$	76,322	16.60	%	$	80,996	17.41	%	$	85,669	18.19	%	$	91,043	19.08	%
Requirement		17,146	4.00			18,388	4.00			18,611	4.00			18,834	4.00			19,090	4.00

Excess	$	33,213	7.75	%	$	57,934	12.60	%	$	62,385	13.41	%	$	66,835	14.19	%	$	71,953	15.08	%

Tier 1 Risk Based	$	50,359	19.51	%	$	76,322	27.90	%	$	80,996	29.31	%	$	85,669	30.69	%	$	91,043	32.24	%
Requirement		10,322	4.00			10,943	4.00			11,055	4.00			11,166	4.00			11,295	4.00

Excess	$	40,037	15.51	%	$	65,379	23.90	%	$	69,941	25.31	%	$	74,503	26.69	%	$	79,748	28.24	%

Total Risk-Based	$	52,549	20.36	%	$	78,512	28.70	%	$	83,186	30.10	%	$	87,859	31.47	%	$	93,233	33.02	%
Risk-Based Requirement		20,644	8.00			21,887	8.00			22,110	8.00			22,333	8.00			22,589	8.00

Excess	$	31,905	12.36	%	$	56,625	20.70	%	$	61,076	22.10	%	$	65,526	23.47	%	$	70,644	25.02	%

⁽¹⁾	Adjusted total or adjusted risk-weighted assets, as appropriate.

The following table provides a reconciliation of Home Bank’s capital under generally accepted accounting principles to regulatory capital amounts under Office of Thrift Supervision regulations at March 31, 2008.


	At March 31, 2008
	(In thousands)
Capital under generally accepted accounting principles	$	51,371
Adjustment for accumulated losses (gains) on available for sale securities		(1,012	)
Total tangible and core capital		50,359
Qualifying allowance for loan losses		2,190
Low level recourse obligations		—

Total risk-based capital	$	52,549

The following table provides a reconciliation of Home Bank’s historical regulatory capital amounts under Office of Thrift Supervision regulations to regulatory capital amounts stated on a pro forma basis at March 31, 2008.


	At March 31, 2008
	6,375,000 Shares (Minimum of Range)		7,500,000 Shares (Midpoint of Range)		8,625,000 Shares (Maximum of Range)		9,918,750 Shares (15% Above Maximum of Range) ⁽¹⁾
	(In thousands)
Historical total tangible and core capital	$	50,359	$	50,359	$	50,359	$	50,359
Pro forma adjustments:
Net proceeds		62,126		73,273		84,419		97,238
Retained at holding company ⁽²⁾		28,513		33,636		38,759		44,651
ESOP contra		5,100		6,000		6,900		7,935
Repurchase of Stock Recognition Plan shares		2,550		3,000		3,450		3,968
Pro forma total tangible and core capital		76,322		80,996		85,669		91,043

Qualifying allowance for loan losses		2,190		2,190		2,190		2,190
Low level recourse obligations		—		—		—		—

Pro forma total risk-based capital	$	78,512	$	83,186	$	87,859	$	93,233

⁽¹⁾	As adjusted to give effect to an increase in the number of shares which could occur due to an increase in the offering range of up to 15% as a result of market demand, regulatory considerations or changes in financial markets following the commencement of the offering.

⁽²⁾	Funds retained at holding company will be used in part to fund the loan to the employee stock ownership plan.

OUR CAPITALIZATION

The following table presents the historical capitalization of Home Bank at March 31, 2008, and the pro forma consolidated capitalization of Home Bancorp after giving effect to the conversion and offering, based upon the sale of the number of shares shown below and the other assumptions set forth under “Pro Forma Data.”


			Home Bancorp - Pro Forma Based Upon Sale at $10.00 Per Share
	Home Bank - Historical Capitalization		6,375,000 Shares (Minimum of Offering Range)			7,500,000 Shares (Midpoint of Offering Range)			8,625,000 Shares (Maximum of Offering Range)			9,918,750 Shares ⁽¹⁾ (15% above Maximum of Offering Range)
	(In thousands)
Deposits ⁽²⁾	$	352,128	$	352,128		$	352,128		$	352,128		$	352,128
FHLB advances and other borrowings		23,370		23,370			23,370			23,370			23,370

Total deposits and borrowings	$	375,498	$	375,498		$	375,498		$	375,498		$	375,498

Shareholders’ equity:
Preferred stock, $.01 par value, 10,000,000 shares authorized; none to be issued	$	—	$	—		$	—		$	—		$	—
Common stock, $.01 par value, (post-offering) 40,000,000 shares authorized; shares to be issued as reflected ⁽³⁾		—		64			75			86			99
Additional paid-in capital ⁽³⁾		—		62,062			73,198			84,333			97,139
Retained earnings ⁽⁴⁾		50,359		50,359			50,359			50,359			50,359
Accumulated other comprehensive income		1,012		1,012			1,012			1,012			1,012
Less:
Common stock held by the employee stock ownership plan ⁽⁵⁾		—		(5,100	)		(6,000	)		(6,900	)		(7,935	)
Common stock held by the recognition and retention plan ⁽⁶⁾		—		(2,550	)		(3,000	)		(3,450	)		(3,968	)

Total shareholders’ equity	$	51,371	$	105,847		$	115,644		$	125,440		$	136,706

⁽¹⁾	As adjusted to give effect to an increase in the number of shares which could occur due to an increase in the offering range of up to 15% to reflect changes in market and financial conditions before we complete the offering or to fill the order of our employee stock ownership plan.

⁽²⁾	Does not reflect withdrawals from deposit accounts for the purchase of common stock in the offering. Such withdrawals would reduce pro forma deposits by the amount of such withdrawals.

⁽³⁾

Our pro forma amounts of common stock and additional paid-in capital have been increased to reflect the number of shares of our common stock to be outstanding. No effect has been given to the issuance of additional shares of common stock pursuant to our proposed stock option plan. We intend to adopt a stock option plan and to submit such plan to shareholders at a meeting of shareholders to be held at least six months following completion of the conversion. If the plan is approved

(Footnotes continued on next page)

(Footnotes continued)

by shareholders, an amount equal to 10.0% of Home Bancorp’s common stock to be sold in the offering will be reserved for future issuance pursuant to the plan. Your ownership percentage would decrease by approximately 9.1% if all potential stock options are exercised from our authorized but unissued stock. See “Pro Forma Data” and “Management – New Stock Benefit Plans – Stock Option Plan.”

⁽⁴⁾	The retained earnings of Home Bancorp will be substantially restricted after the offering.

⁽⁵⁾

Assumes that 8.0% of Home Bancorp’s common stock to be sold in the offering will be purchased by our employee stock ownership plan. The common stock acquired by our employee stock ownership plan is reflected as a reduction of shareholders’ equity. Assumes the funds used to acquire our employee stock ownership plan shares will be borrowed from us. See Note 1 to the tables set forth under “Pro Forma Data” and “Management – New Stock Benefit Plans – Employee Stock Ownership Plan.”

⁽⁶⁾

Gives effect to the recognition and retention plan which we expect to adopt after the offering and present to shareholders for approval at a meeting of shareholders to be held at least six months after we complete the conversion. No shares will be purchased by the recognition and retention plan in the offering, and such plan cannot purchase any shares until shareholder approval has been obtained. If the recognition and retention plan is approved by our shareholders, the plan intends to acquire an amount of common stock equal to 4.0% of Home Bancorp’s common stock to be sold in the offering. The table assumes that shareholder approval has been obtained and that such shares are purchased in the open market at $10.00 per share. The common stock so acquired by the recognition and retention plan is reflected as a reduction in shareholders’ equity. If the shares are purchased at prices higher or lower than the initial purchase price of $10.00 per share, such purchases would have a greater or lesser impact, respectively, on shareholders’ equity. If the recognition and retention plan purchases authorized but unissued shares from us, such issuance would dilute the voting interests of existing shareholders by approximately 3.8%. See “Pro Forma Data” and “Management – New Stock Benefit Plans – Stock Recognition and Retention Plan.”

PRO FORMA DATA

The actual net proceeds from the sale of Home Bancorp common stock in the offering cannot be determined until the offering is completed. However, the net proceeds are currently estimated to be between $62.1 million and $84.4 million, or up to $97.2 million in the event the offering range is increased by approximately 15%, based upon the following assumptions:

•

We will sell all shares of common stock in the subscription offering and community offering with no shares sold in a syndicated community offering;

•

Our employee stock ownership plan will purchase an amount equal to 8.0% of the shares sold in the offering, at a price of $10.00 per share with a loan from Home Bancorp that will be repaid in equal installments over 20 years;

•

Expenses of the offering, other than the fees to be paid to Sandler O’Neill & Partners, L.P., are estimated to be $1.1 million;

•

627,500 shares of common stock will be purchased by our employees, directors and their immediate families; and

•

Sandler O’Neill will receive a fee equal to 1.0% of the aggregate purchase price of the shares of stock sold in the offering, excluding any shares purchased by any employee benefit plans, and any of our directors, officers or employees or members of their immediate families.

Actual expenses may vary from this estimate, and the amount of fees paid to Sandler O’Neill & Partners, L.P. (and potentially broker-dealers) will depend upon whether a syndicate of broker-dealers or other means is necessary to sell the shares, and other factors.

We have prepared the following table, which sets forth our historical consolidated net income and shareholders’ equity prior to the conversion and offering and our pro forma consolidated net income and shareholders’ equity following the conversion and offering. In preparing these tables and in calculating pro forma data, the following assumptions have been made:

•

Pro forma earnings have been calculated assuming the stock had been sold at the beginning of the period and the net proceeds had been invested at a yield of 4.47% for the three months ended March 31, 2008 and 4.59% the year ended December 31, 2007, which represents the arithmetic average of (i) Home Bank’s average yield earned on interest-earning assets and (ii) the average cost of its deposits in the respective periods.

•

The pro forma after-tax yield on the net proceeds from the offering is assumed to be 2.95% for the three months ended March 31, 2008 and 3.03% the year ended December 31, 2007, based on an effective tax rate of 34.0%.

•

No withdrawals were made from Home Bank’s deposit accounts for the purchase of shares in the offering.

•

Historical and pro forma per share amounts have been calculated by dividing historical and pro forma amounts by the indicated number of shares of stock, as adjusted in the pro forma net income per share to give effect to the purchase of shares by the employee stock ownership plan.

•

Pro forma shareholders’ equity amounts have been calculated as if our common stock had been sold in the offering on the last day of the period shown and, accordingly, no effect has been given to the assumed earnings effect of the transactions.

The following pro forma information may not be representative of the financial effects of the offering at the date on which the offering actually occurs and should not be taken as indicative of future results of operations. Pro forma shareholders’ equity represents the difference between the stated amount of our assets and liabilities computed in accordance with generally accepted accounting principles. Shareholders’ equity does not give effect to intangible assets in the event of a liquidation, to Home Bank’s bad debt reserve or to the liquidation account to be established upon consummation of the conversion. The pro forma shareholders’ equity is not intended to represent the fair market value of the common stock and may be different than amounts that would be available for distribution to shareholders in the event of liquidation.

The tables reflect the possible issuance of additional shares to be reserved for future issuance pursuant to our proposed stock option plan which we expect to adopt following the offering and present, together with the stock recognition and retention plan discussed below, to our shareholders for approval at a meeting to be held at least six months after the conversion is completed. See “Management – New Stock Benefit Plans.” For purposes of the tables, we have assumed that shareholder approval was obtained, that the exercise price of the stock options and the market price of the common stock at the date of grant were $10.00 per share, that the stock options had a term of 10 years and vested pro rata over five years, and that the stock option plan granted options to acquire common stock equal to 10.0% of Home Bancorp’s common stock sold in the offering. We applied the Black-Scholes option pricing model to estimate a grant date fair value of $4.85 for each option. Finally, we assumed that 25.0% of the stock options were non-qualified options granted to directors, resulting in a tax benefit (at an assumed tax rate of 34.0%) for a deduction equal to the grant date fair value of the options. There can be no assurance that shareholder approval of the stock option plan will be obtained, that the exercise price of the options will be $10.00 per share or that the Black-Scholes option pricing model assumptions used to prepare the table will be the same at the time the options are granted.

The tables also give effect to the recognition and retention plan, which we expect to adopt following the offering and present, together with the new stock option plan discussed above, to our shareholders for approval at a meeting to be held at least six months after the conversion is completed. If approved by shareholders, the recognition and retention plan intends to acquire an amount of common stock equal to 4.0% of Home Bancorp’s common stock to be outstanding after the offering, either through open market purchases, if permissible, or from authorized but unissued shares of common stock. The tables assume that shareholder approval has been obtained and that the shares acquired by the stock recognition and retention plan are purchased in the open market at $10.00 per share and vest over a five-year period. There can be no assurance that shareholder approval of the recognition and retention plan will be obtained, that the shares will be purchased in the open market or that the purchase price will be $10.00 per share.

The tables on the following pages summarize historical consolidated data of Home Bank and Home Bancorp’s pro forma data at or for the dates and periods indicated based on the assumptions set forth above and in the table and should not be used as a basis for projection of the market value of our common stock following the conversion and the offering.


	At or For the Three Months Ended March 31, 2008
	6,375,000 shares sold at $10.00 per share (Minimum of range)			7,500,000 shares sold at $10.00 per share (Midpoint of range)			8,625,000 shares sold at $10.00 per share (Maximum of range)			9,918,750 shares sold at $10.00 per share (15% above Maximum)
	(Dollars in thousands, except per share amounts)
Gross proceeds	$	63,750		$	75,000		$	86,250		$	99,188
Less: estimated offering expenses		(1,624	)		(1,727	)		(1,831	)		(1,950	)

Estimated net proceeds
Less: common stock acquired by employee stock ownership plan ⁽¹⁾		(5,100	)		(6,000	)		(6,900	)		(7,935	)
Less: common stock to be acquired by recognition and retention plan ⁽²⁾		(2,550	)		(3,000	)		(3,450	)		(3,968	)

Net investable proceeds	$	54,476		$	64,273		$	74,069		$	85,335

Pro Forma Net Income:

Pro forma net income:
Historical	$	1,019		$	1,019		$	1,019		$	1,019
Pro forma income on net investable proceeds ⁽³⁾ :		402			474			546			630
Less: state shares tax ⁽⁴⁾		(143	)		(151	)		(158	)		(167	)
Less: pro forma employee stock ownership plan adjustments ⁽¹⁾		(42	)		(50	)		(57	)		(66	)
Less: pro forma restricted stock award expense ⁽²⁾		(84	)		(99	)		(114	)		(131	)
Less: pro forma stock option expense ⁽⁵⁾		(142	)		(167	)		(192	)		(220	)

Pro forma net income	$	1,010		$	1,026		$	1,044		$	1,065

Pro forma net income per share:
Historical ⁽⁶⁾	$	0.17		$	0.15		$	0.13		$	0.11
Pro forma income on net investable proceeds:		0.07			0.07			0.07			0.07
Less: state shares tax		(0.02	)		(0.02	)		(0.02	)		(0.02	)
Less: pro forma employee stock ownership plan adjustments ⁽¹⁾		(0.01	)		(0.01	)		(0.01	)		(0.01	)
Less: pro forma restricted stock award expense ⁽²⁾		(0.01	)		(0.01	)		(0.01	)		(0.01	)
Less: pro forma stock option expense ⁽⁵⁾		(0.02	)		(0.02	)		(0.02	)		(0.02	)

Pro forma net income per share	$	0.18		$	0.16		$	0.14		$	0.12

Offering price as a multiple of pro forma net income per share		13.89	x		15.63	x		17.86	x		20.83	x

Number of shares used to calculate pro forma net income per share ⁽⁶⁾		5,871,375			6,907,500			7,943,625			9,135,169

Pro Forma Shareholders’ Equity:

Pro forma shareholders’ equity (book value) ⁽⁵⁾ :
Historical	$	51,371		$	51,371		$	51,371		$	51,371
Estimated net proceeds		62,126			73,273			84,419			97,238
Less: common stock acquired by employee stock ownership plan ⁽¹⁾		(5,100	)		(6,000	)		(6,900	)		(7,935	)

Less: common stock to be acquired by recognition and retention plan ⁽²⁾		(2,550	)		(3,000	)		(3,450	)		(3,968	)

Pro forma shareholders’ equity	$	105,847		$	115,644		$	125,440		$	136,706

Pro forma shareholders’ equity per share:
Historical	$	8.06		$	6.85		$	5.96		$	5.18
Estimated net proceeds		9.75			9.77			9.79			9.80
Less: common stock acquired by employee stock ownership plan ⁽¹⁾		(0.80	)		(0.80	)		(0.80	)		(0.80	)
Less: common stock to be acquired by recognition and retention plan ⁽²⁾		(0.40	)		(0.40	)		(0.40	)		(0.40	)

Pro forma shareholders’ equity per share	$	16.61		$	15.42		$	14.55		$	13.78

Offering price as a percentage of pro forma shareholders’ equity per share		60.20	%		64.85	%		68.73	%		72.57	%
Number of shares used to calculate pro forma shareholders’ equity per share ⁽⁶⁾		6,375,000			7,500,000			8,625,000			9,918,750

(Footnotes continued on page )


	At or For the Year Ended December 31, 2007
	6,375,000 shares sold at $10.00 per share (Minimum of range)			7,500,000 shares sold at $10.00 per share (Midpoint of range)			8,625,000 shares sold at $10.00 per share (Maximum of range)			9,918,750 shares sold at $10.00 per share (15% above Maximum)
	(Dollars in thousands, except per share amounts)
Gross proceeds	$	63,750		$	75,000		$	86,250		$	99,188
Less: estimated offering expenses		(1,624	)		(1,727	)		(1,831	)		(1,950	)

Estimated net proceeds
Less: common stock acquired by employee stock ownership plan ⁽¹⁾		(5,100	)		(6,000	)		(6,900	)		(7,935	)
Less: common stock to be acquired by recognition and retention plan ⁽²⁾		(2,550	)		(3,000	)		(3,450	)		(3,968	)

Net investable proceeds	$	54,476		$	64,273		$	74,069		$	85,335

Pro Forma Net Income:

Pro forma net income:
Historical	$	3,323		$	3,323		$	3,323		$	3,323
Pro forma income on net investable proceeds ⁽³⁾ :		1,650			1,947			2,244			2,585
Less: state shares tax ⁽⁴⁾		(622	)		(659	)		(695	)		(737	)
Less: pro forma employee stock ownership plan adjustments ⁽¹⁾		(168	)		(198	)		(228	)		(262	)
Less: pro forma restricted stock award expense ⁽²⁾		(337	)		(396	)		(455	)		(524	)
Less: pro forma stock option expense ⁽⁵⁾		(566	)		(666	)		(766	)		(880	)

Pro forma net income	$	3,280		$	3,351		$	3,423		$	3,505

Pro forma net income per share:
Historical ⁽⁶⁾	$	0.56		$	0.48		$	0.42		$	0.36
Pro forma income on net investable proceeds:		0.28			0.28			0.28			0.28
Less: state shares tax		(0.11	)		(0.10	)		(0.09	)		(0.08	)
Less: pro forma employee stock ownership plan adjustments ⁽¹⁾		(0.03	)		(0.03	)		(0.03	)		(0.03	)
Less: pro forma restricted stock award expense ⁽²⁾		(0.06	)		(0.06	)		(0.06	)		(0.06	)
Less: pro forma stock option expense ⁽⁵⁾		(0.10	)		(0.10	)		(0.10	)		(0.10	)

Pro forma net income per share	$	0.54		$	0.47		$	0.42		$	0.37

Offering price as a multiple of pro forma net income per share		18.52	x		21.28	x		23.81	x		27.03	x

Number of shares used to calculate pro forma net income per share ⁽⁶⁾		5,890,500			6,930,000			7,969,500			9,164,925

Pro Forma Shareholders’ Equity:

Pro forma shareholders’ equity (book value) ⁽⁵⁾ :
Historical	$	49,383		$	49,383		$	49,383		$	49,383
Estimated net proceeds		62,126			73,273			84,419			97,238
Less: common stock acquired by employee stock ownership plan ⁽¹⁾		(5,100	)		(6,000	)		(6,900	)		(7,935	)
Less: common stock to be acquired by recognition and retention plan ⁽²⁾		(2,550	)		(3,000	)		(3,450	)		(3,968	)

Pro forma shareholders’ equity	$	103,859		$	113,656		$	123,452		$	134,718

Pro forma shareholders’ equity per share:
Historical	$	7.75		$	6.58		$	5.73		$	4.98
Estimated net proceeds		9.75			9.77			9.79			9.80
Less: common stock acquired by employee stock ownership plan ⁽¹⁾		(0.80	)		(0.80	)		(0.80	)		(0.80	)
Less: common stock to be acquired by recognition and retention plan ⁽²⁾		(0.40	)		(0.40	)		(0.40	)		(0.40	)

Pro forma shareholders’ equity per share	$	16.30		$	15.15		$	14.32		$	13.58

Offering price as a percentage of pro forma shareholders’ equity per share		61.35	%		66.01	%		69.83	%		73.64	%
Number of shares used to calculate pro forma shareholders’ equity per share ⁽⁶⁾		6,375,000			7,500,000			8,625,000			9,918,750

⁽¹⁾

Assumes that the employee stock ownership plan will acquire a number of shares equal to 8.0% of Home Bancorp’s common stock to be sold in the offering. The employee stock ownership plan will borrow the funds used to acquire these shares from the net proceeds from the offering retained by Home Bancorp. The amount of this borrowing has been reflected as a reduction from gross proceeds to determine estimated net investable proceeds. This borrowing will have an interest rate equal to the prime rate and a term of 20 years. Home Bank intends to make contributions to the

(Footnotes continued on next page)

employee stock ownership plan in amounts at least equal to the principal and interest requirement of the debt. Interest income that Home Bancorp will earn on the loan will offset the interest paid on the loan by Home Bank. As the debt is paid down, shares will be released for allocation to participants’ accounts and shareholders’ equity will be increased. The adjustment to pro forma net income for the employee stock ownership plan reflects the after-tax compensation expense associated with the plan, based on an assumed effective tax rate of 34.0%. Applicable accounting principles require that compensation expense for the employee stock ownership plan be based upon shares committed to be released and that unallocated shares be excluded from earnings per share computations. An equal number of shares (1/20 of the total per year, based on a 20-year loan) will be released each year over the term of the loan. The valuation of shares committed to be released would be based upon the average market value of the shares during the year, which, for purposes of this calculation, was assumed to be equal to the $10.00 per share purchase price. If the average market value per share is greater than $10.00 per share, total employee stock ownership plan expense would be greater.

⁽²⁾

Assumes that Home Bancorp will purchase in the open market a number of shares equal to 4.0% of Home Bancorp’s common stock to be sold in the offering, that will be reissued as restricted stock awards under the recognition and retention plan proposed to be adopted following the offering. Repurchases are assumed to be funded with cash on hand at Home Bancorp. The cost of these shares has been reflected as a reduction from gross proceeds to determine estimated net investable proceeds. In calculating the pro forma effect of the restricted stock awards, it is assumed that the required shareholder approval has been received, that the shares used to fund the awards were acquired at the beginning of the respective period and that the shares were acquired at the $10.00 per share purchase price. The issuance of authorized but unissued shares of common stock instead of shares repurchased in the open market would dilute the ownership interests of existing shareholders, by approximately 3.8%. The adjustment to pro forma net income for the restricted stock awards reflects the after-tax compensation expense associated with the awards. It is assumed that the fair market value of a share of Home Bancorp common stock was $10.00 at the time the awards were made, that all shares were granted in the first year after the offering, that shares of restricted stock issued under the recognition and retention plan vest over a five-year period, or 20.0% per year, that compensation expense is recognized on a straight-line basis over each vesting period so that 20.0% of the value of the shares awarded was an amortized expense during each year, and that the combined federal and state income tax rate was 34.0%. If the fair market value per share is greater than $10.00 per share on the date shares are awarded under the recognition and retention plan, total recognition and retention plan expense would be greater.

⁽³⁾

Pro forma net income on net investable proceeds is equal to the net proceeds less the cost of acquiring shares in the open market at the $10.00 per share purchase price to fund the employee stock ownership plan and the restricted stock awards under the recognition and retention plan multiplied by the after-tax reinvestment rate. The after-tax reinvestment rate is equal to 2.95% and 3.03% for the three months ended March 31, 2008 and the year ended December 31, 2007, respectively, based on the following assumptions: combined federal and state income tax rate of 34.0% and a pre-tax reinvestment rate of 4.47% and 4.59% for the three months ended March 31, 2008 and year ended December 31, 2007, respectively.

⁽⁴⁾

Upon consummation of the conversion, Home Bank will become subject to the Louisiana Shares Tax. The Shares Tax is based upon capitalized earnings and taxable stockholders’ equity minus certain real and personal property credits. The amount shown is an estimate. For additional information, see “Taxation-State Taxation.”

⁽⁵⁾

The adjustment to pro forma net income for stock options reflects the compensation expense associated with the stock options (assuming no federal tax benefit) that may be granted under the new stock option plan to be adopted following the conversion. If the new stock option plan is approved by shareholders, a number of shares equal to 10.0% of Home Bancorp’s common stock to be sold in the offering will be reserved for future issuance upon the exercise of stock options that may be granted under the plan. Using the Black-Scholes option-pricing formula, each option is assumed to have a value of $4.85, based on the following assumptions: exercise price, $10.00; trading price on date of grant, $10.00; dividend yield, 0%; expected life, 10 years; expected volatility, 31.0%; and risk-free interest rate, 3.45%. Because there currently is no market for Home Bancorp common stock, the assumed expected volatility is based on the SNL Index for all publicly-traded thrifts. The dividend yield is assumed to be 0% because there is no history of dividend payments and the board of directors has not expressed an intention to commence dividend payments upon completion of the offering. It is assumed that all stock options were granted in the first year after the offering, that stock options granted under the stock option plan vest over a five-year period, or 20.0% per year, that compensation expense is recognized on a straight-line basis over each vesting period so that 20.0% of the value of the options awarded was an amortized expense during each year. If the fair market value per share is different than $10.00 per share on the date options are awarded under the stock option plan, or if the assumptions used in the option-pricing formula are different from those used in preparing this pro forma data, the value of the stock options and the related expense would be different. Applicable accounting standards do not prescribe a specific valuation technique to be used to estimate the fair value of employee stock options. Home Bancorp may use a valuation technique other than the Black-Scholes option-pricing formula and that technique may produce a different value. The issuance of authorized but unissued shares of common stock to satisfy option exercises instead of shares repurchased in the open market would dilute the ownership interests of existing shareholders by approximately 9.1%.

⁽⁶⁾

The number of shares used to calculate pro forma net income per share is equal to the total number of shares to be outstanding upon completion of the offering, less the number of shares purchased by the employee stock ownership plan not committed to be released within one year following the offering. The number of shares used to calculate pro forma shareholders’ equity per share is equal to the total number of shares to be outstanding upon completion of the offering.

SELECTED FINANCIAL AND OTHER DATA

Set forth below is selected summary historical financial and other data of Home Bank. We have prepared this information using the financial statements of Home Bank for the three years ended December 31, 2007 and the three-month periods ended March 31, 2008 and 2007. We have prepared the information for the years ended December 31, 2004 and 2003 using the financial statements of Home Bank and Crowley Building and Loan Association, which merged with Home Bank effective June 30, 2006, in a transaction accounted for as pooling of interests. The financial statements for the three fiscal years ended December 31, 2007 have been audited by Ernst & Young LLP independent registered public accounting firm. The financial statements for the three-month periods ended March 31, 2008 and 2007 have not been audited. In the opinion of management, financial information at March 31, 2008 and for the three month periods ended March 31, 2008 and 2007 reflect all adjustments, consisting only of normal recurring accruals, which are necessary to present fairly the results for such periods. Results for the three-month period ended March 31, 2008 may not be indicative of operations of Home Bank for the year ending December 31, 2008. When you read this summary historical financial data, it is important that you also read the historical financial statements and related notes contained at the end of this prospectus, as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”


	At March 31, 2008		At December 31,
	At March 31, 2008		2007		2006		2005		2004		2003
	(Unaudited)		(Dollars in Thousands)
Selected Financial Condition Data:
Total assets	$	430,053	$	422,351	$	400,484	$	370,413	$	346,026	$	342,593
Cash and cash equivalents		13,169		11,746		27,399		16,213		9,943		19,013
Certificates of deposit in other institutions		2,970		3,267		3,169		4,060		497		695
Cash invested at other ATM locations		18,262		17,143		13,714		14,526		11,612		9,714
Investment securities:
Held-to-maturity		4,481		4,693		5,541		6,621		6,811		83
Available-for-sale		62,052		56,995		53,800		68,457		75,044		98,164
Loans receivable, net		305,815		306,268		281,258		246,225		225,410		198,595
Deposits		352,128		353,536		346,250		308,396		278,002		273,978
FHLB advances		23,370		16,883		5,435		17,484		26,993		30,390
Equity capital, substantially restricted		51,371		49,383		45,856		41,487		38,575		35,946


	Three Months Ended March 31,					Year Ended December 31,
	2008			2007		2007		2006		2005		2004		2003
	(Unaudited)					(Dollars in Thousands)
Selected Operating Data:
Total interest income	$	6,405		$	6,058	$	24,962	$	22,808	$	19,382	$	17,404	$	16,482
Total interest expense		2,549			2,387		9,908		8,215		6,452		5,398		6,074

Net interest income		3,856			3,671		15,054		14,593		12,930		12,006		10,408
Provision (recovery) for loan losses		(30	)		37		420		260		252		311		135

Net interest income after provision (recovery) for loan losses		3,886			3,634		14,634		14,333		12,678		11,695		10,273
Total non-interest income		933			727		3,143		2,449		2,787		2,143		2,532
Total non-interest expense		3,275			2,875		13,067		10,686		10,134		9,642		8,624

Income before income taxes		1,544			1,486		4,710		6,096		5,331		4,196		4,181
Income taxes		525			505		1,387		2,073		1,808		1,427		1,416

Net income	$	1,019		$	981	$	3,323	$	4,023	$	3,523	$	2,769	$	2,765

(Footnotes on next page)


	Three Months Ended March 31,				Year Ended December 31,
	2008		2007		2007		2006		2005		2004		2003
Selected Operating Ratios: ⁽¹⁾
Average yield on interest-earning assets	6.27	%	6.28	%	6.40	%	6.05	%	5.56	%	5.43	%	5.72	%
Average rate on interest-bearing liabilities	2.72		2.74		2.81		2.41		2.01		1.78		2.18
Average interest rate spread ⁽²⁾	3.55		3.54		3.59		3.63		3.55		3.65		3.54
Net interest margin ⁽²⁾	3.77		3.80		3.86		3.87		3.73		3.75		3.61
Average interest-earning assets to average interest-bearing liabilities	108.87		110.63		110.61		110.57		109.59		105.44		103.32
Net interest income after provision for loan losses to non-interest expense	118.65		126.41		111.99		134.12		125.10		121.29		119.11
Total non-interest expense to average assets	3.05		2.88		3.23		2.74		2.82		2.80		2.72
Efficiency ratio ⁽³⁾	68.38		65.37		71.81		62.70		64.48		68.15		66.65
Return on average assets	0.95		0.98		0.82		1.03		0.98		0.80		0.87
Return on average equity	8.04		8.42		6.90		9.18		8.84		7.43		7.98
Average equity to average assets	11.82	%	11.68	%	11.91	%	11.23	%	11.09	%	10.82	%	10.90	%


	At or For The Three Months Ended March 31,				At or For The Year Ended December 31,
	2008		2007		2007		2006		2005		2004		2003
Asset Quality Ratios: ⁽⁴⁾
Non-performing loans as a percent of total loans receivable ⁽⁵⁾	0.43	%	0.47	%	0.42	%	0.33	%	0.34	%	0.33	%	0.64	%
Non-performing assets as a percent of total assets ⁽⁵⁾	0.33		0.34		0.32		0.24		0.21		0.22		0.38
Allowance for loan losses as a percent of non-performing loans	170.69		153.68		178.70		213.18		216.32		217.81		105.91
Allowance for loan losses as a percent of net loans	0.75		0.72		0.76		0.71		0.74		0.72		0.69
Net charge-offs to average loans receivable	—		0.01		0.04		0.03		0.02		0.02		0.06

Capital Ratios: ⁽⁴⁾
Tangible capital ratio	11.75		11.68		11.68		11.48		11.31		11.12		10.43
Core capital ratio	11.75		11.68		11.68		11.48		11.31		11.12		10.43
Total risk-based capital ratio	20.36		19.42		19.36		19.05		20.32		20.45		18.97

Other Data
Banking offices ⁽⁶⁾	10		9		10		9		8		7		7

⁽¹⁾	With the exception of end of period ratios, all ratios are based on average monthly balances during the indicated periods and are annualized where appropriate.

⁽²⁾	Average interest rate spread represents the difference between the average yield on interest-earning assets and the average rate paid on interest-bearing liabilities, and net interest margin represents net interest income as a percentage of average interest-earning assets.

⁽³⁾	The efficiency ratio represents the ratio of non-interest expense divided by the sum of net interest income and non-interest income.

⁽⁴⁾	Asset quality ratios and capital ratios are end of period ratios, except for net charge-offs to average loans receivable.

⁽⁵⁾

Non-performing assets consist of non-performing loans and real estate owned. Non-performing loans consist of all loans 90 days or more past due. It is our policy to cease accruing interest on all loans 90 days or more past due. Real estate owned consists of real estate acquired through foreclosure, real estate acquired by acceptance of a deed-in-lieu of foreclosure.

⁽⁶⁾	Includes Home Bank’s Baton Rouge loan production office at March 31, 2008 and December 31, 2007.

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis section is intended to assist in understanding the financial condition and results of operations of Home Bank (the “Bank”). The discussion and analysis does not include any comments relating to Home Bancorp, Inc. (the “Company”) since the Company has had no significant operations to date. The information contained in this section should be read in conjunction with our financial statements and the accompanying notes to the financial statements and other sections contained in this prospectus.

Overview

The Bank is a community oriented savings bank headquartered in Lafayette, Louisiana. We currently operate nine full-service banking offices in the Lafayette, Louisiana metropolitan area. We also operate a loan production office, which opened in June 200 7 , in Baton Rouge, Louisiana. We expect to open two full-service banking offices in Baton Rouge, Louisiana in 2008 and one in 2009. Our primary business consists of attracting deposits from the general public and using those funds together with funds we borrow to originate loans to our customers and invest in securities. At March 31, 2008, we had total assets of $430.1 million, including $307.5 million in net loans and $66.5 million of investment securities, total deposits of $352.1 million and total equity of $51.4 million.

Historically, we operated as a traditional thrift relying on long-term, fixed rate single-family residential mortgage loans to generate interest income. Approximately five years ago, we revised our operating strategy to become more like a commercial bank. Certain highlights of our operations in recent periods are as follows:

•

Repositioning Our Loan Portfolio. We have gradually increased our holdings of commercial real estate and commercial business loans, and decreased our reliance on originating and portfolioing long-term, fixed-rate single-family residential first mortgage loans. This has been done to reduce our exposure to interest rate risk and increase the yield on the loan portfolio.

•

Selling Mortgage Loans Into the Secondary Market. For several years we have generally sold our newly originated, conforming single-family mortgage loans into the secondary market on a servicing released basis. This strategy helps to reduce our exposure to interest rate risk and increases non-interest income. For the three months ended March 31, 2008 and the years ended December 31, 2007 and 2006, we recorded net gains on the sale of loans of $69,000, $312,000 and $235,000, respectively.

•

Enhancing Our Infrastructure. Over the past several years, the Bank has focused on upgrading its infrastructure, both in terms of offices and equipment and personnel, in order to position the bank for growth. The bank believes it is well positioned to grow and expand consistent with its business strategy.

In addition to its traditional banking services, the Bank has entered into contracts with various counterparties to provide cash for automated teller machines (“ATMs”) at approximately 900 locations throughout the United States. The Bank receives payments, based on the prime rate, from the counterparties for funding the ATMs and these payments are included in interest income. At March 31, 2008, the Bank’s maximum commitment to fund cash at ATM locations was $23.0 million.

Our results of operations depend, to a large extent, on net interest income, which is the difference between the income earned on our loan and investment portfolios and interest expense on deposits and borrowings. Our net interest income is largely determined by our net interest spread, which is the difference between the average yield earned on interest-earning assets and the average rate paid on interest bearing liabilities, and the relative amounts of interest-earning assets and interest-bearing liabilities. Results of operations are also affected by our provisions for loan losses, fee income and other non-interest income and non-interest expense. Non-interest expense principally consists of compensation, office occupancy and equipment expense, data processing, advertising and business

promotion and other expense. After the conversion, we expect that our non-interest expenses will increase as we grow and expand our operations. In addition, our compensation expense will increase due to the new stock benefit plans that we intend to implement. See “Pro Forma Data.” Our results of operations are also significantly affected by general economic and competitive conditions, particularly changes in interest rates, government policies and actions of regulatory authorities. Future changes in applicable law, regulations or government policies may materially impact our financial condition and results of operations.

Business Strategy

Our business strategy is focused on operating a growing and profitable community-oriented financial institution. Below are certain of the highlights of our business strategy:

•

Growing and Diversifying Our Loan Portfolio. We have emphasized increasing and diversifying our loan portfolio. Our net loan portfolio has increased in each of the last four full fiscal years. Our net loans receivable amounted to $305.8 million at March 31, 2008, an increase of $107.2 million, or 54.0%, compared to our net loans outstanding at December 31, 2003. In addition, we have diversified our loan portfolio by, among other things, increasing our holdings of commercial real estate loans and commercial business loans, which generally have shorter terms to maturity and higher yields than single-family residential mortgage loans. At March 31, 2008, our commercial real estate loans and commercial business loans constituted 23.2% and 11.3%, respectively, of our total loan portfolio compared to 15.8% and 6.0%, respectively, at December 31, 2003. Concurrently, our one- to four- family residential first mortgage loans have declined, in terms of the percentage of our total loan portfolio, to 42.6% of our total loan portfolio at March 31, 2008 compared to 54.6% of the total loan portfolio at December 31, 2003. In addition, we have increased our efforts to originate home equity loans and lines of credit (which had an aggregate outstanding balance of $22.7 million at March 31, 2008).

•

Expanding Our Market Area. We intend to pursue opportunities to expand our market area by opening additional banking offices, which may include loan production offices, and, possibly, through acquisitions of other financial institutions (although we have no current plans, understandings or agreements with respect to any specific acquisitions). We expect to focus on contiguous markets in south central Louisiana. In June 2006, we expanded our banking office network beyond Lafayette Parish with our acquisition of Crowley Building and Loan Association, a mutual savings association with one office in Crowley, Louisiana, which is in Acadia Parish approximately 20 miles to the west of Lafayette. In June 200 7 , we opened a loan production office in Baton Rouge, Louisiana. This loan production office is being replaced by a full-service banking office currently under construction in Baton Rouge and expected to open in the third quarter of 2008. We recently acquired an office located in Baton Rouge from another bank which we expect to open in 2008. We expect to open one additional branch office in the Baton Rouge area by the end of 2009 . The Bank expects to focus its expansion efforts in the Baton Rouge area immediately following the conversion and, subsequently, may consider other markets in south Louisiana.

•

Increasing our Market Share in Current Markets. At June 30, 2007 (the most recent data available), the Bank had a deposit market share of 8.4% in Lafayette Parish, representing an increase from its deposit market share of 7.6% at June 30, 2003. The Bank’s deposits increased at a 5.6% compound annual rate over such period, reflecting in part the acquisition of Crowley Building and Loan Association in June 2006. The Bank has focused its efforts to increase market share by expanding its products, adding banking offices and ATMs, increasing its marketing and advertising efforts, and emphasizing its locally-based corporate decision making authority.

•

Increasing Core Deposits. We have increased the amount of our core deposits, consisting of savings accounts, checking accounts and money market accounts, from $139.5 million, or 45.2% of total deposits, at December 31, 2005 to $180.6 million, or 51.3% of total deposits, at March 31,

2008. We have reduced our reliance on certificates of deposit, which generally are higher costing than core deposits and more susceptible to being moved to other institutions offering higher rates. We are planning to continue our efforts to further increase core deposits. One of the benefits of our commercial lending strategy is that we generally require our commercial borrowers to maintain deposit accounts at the Bank.

•

Maintaining High Asset Quality. We continue to maintain exceptional levels of asset quality. At March 31, 2008, our non-performing assets amounted to $1.4 million or 0.3% of total assets. We attribute our high asset quality to our prudent and conservative underwriting practices, and we intend to maintain high asset quality after the offering even as we grow the Bank. During the first quarter of 2008 and the five-year period ended December 31, 2007, our total loan charge-offs amounted to $507,000 in the aggregate.

•

Continuing to Provide Exceptional Customer Service. As a community oriented savings bank, we take pride in providing exceptional customer service as a means to attract and retain customers. We deliver personalized service to our customers that distinguishes us from the large regional banks operating in our market area. Our management team has strong ties to the community. We believe that we know our customers’ banking needs and can respond quickly to address them.

Critical Accounting Policies

In reviewing and understanding financial information for the Bank, you are encouraged to read and understand the significant accounting policies used in preparing our financial statements. These policies are described in Note 2 of the notes to our financial statements. The accounting and financial reporting policies of the Bank conform to accounting principles generally accepted in the United States of America and to general practices within the banking industry. Accordingly, the financial statements require certain estimates, judgments, and assumptions, which are believed to be reasonable, based upon the information available. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the periods presented. The following accounting policies comprise those that management believes are the most critical to aid in fully understanding and evaluating our reported financial results. These policies require numerous estimates or economic assumptions that may prove inaccurate or may be subject to variations which may significantly affect our reported results and financial condition for the period or in future periods.

Allowance for Loan Losses . The allowance for loan losses is established through a provision for loan losses charged to expense. Loans are charged against the allowance for loan losses when management believes that the collectibility of the principal is unlikely. Subsequent recoveries are added to the allowance. The allowance is an amount that represents the amount of probable and reasonably estimable known and inherent losses in the loan portfolio, based on evaluations of the collectibility of loans. The evaluations take into consideration such factors as changes in the types and amount of loans in the loan portfolio, historical loss experience, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, estimated losses relating to specifically identified loans, and current economic conditions. This evaluation is inherently subjective as it requires material estimates including, among others, exposure at default, the amount and timing of expected future cash flows on impacted loans, value of collateral, estimated losses on our commercial and residential loan portfolios as well as consideration of general loss experience. All of these estimates may be susceptible to significant change.

While management uses the best information available to make loan loss allowance evaluations, adjustments to the allowance may be necessary based on changes in economic and other conditions or changes in accounting guidance. Historically, our estimates of the allowance for loan loss have not required significant adjustments from management’s initial estimates. In addition, the Office of Thrift Supervision, as an integral part of its examination processes, periodically reviews our allowance for loan losses. The Office of Thrift Supervision may require the recognition of adjustments to the allowance for loan losses based on their judgment of information available to them at the time of their examinations. To the extent that actual outcomes differ from management’s estimates, additional provisions to the allowance for loan losses may be required that would adversely impact earnings in future periods.

Income Taxes. We make estimates and judgments to calculate some of our tax liabilities and determine the recoverability of some of our deferred tax assets, which arise from temporary differences between the tax and financial statement recognition of revenues and expenses. We also estimate a reserve for deferred tax assets if, based on the available evidence, it is more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. These estimates and judgments are inherently subjective. Historically, our estimates and judgments to calculate our deferred tax accounts have not required significant revision to our initial estimates.

In evaluating our ability to recover deferred tax assets, we consider all available positive and negative evidence, including our past operating results, recent cumulative losses and our forecast of future taxable income. In determining future taxable income, we make assumptions for the amount of taxable income, the reversal of temporary differences and the implementation of feasible and prudent tax planning strategies. These assumptions require us to make judgments about our future taxable income and are consistent with the plans and estimates we use to manage our business. Any reduction in estimated future taxable income may require us to record a valuation allowance against our deferred tax assets. An increase in the valuation allowance would result in additional income tax expense in the period and could have a significant impact on our future earnings.

How We Manage Market Risk

Market risk is the risk of loss from adverse changes in market prices and rates. Our market risk arises primarily from the interest rate risk which is inherent in our lending and deposit taking activities. To that end, management actively monitors and manages interest rate risk exposure. In addition to market risk, our primary risk is credit risk on our loan portfolio. We attempt to manage credit risk through our loan underwriting and oversight policies. See “Business of Home Bank – Lending Activities.”

The principal objective of our interest rate risk management function is to evaluate the interest rate risk embedded in certain balance sheet accounts, determine the level of risk appropriate given our business strategy, operating environment, capital and liquidity requirements, performance objectives and interest rate environment, and manage the risk consistent with approved guidelines. We seek to manage our exposure to risks from changes in interest rates while at the same time trying to improve our net interest spread. We monitor interest rate risk as such risk relates to our operating strategies. We have established an Asset/Liability Committee (“ALCO”), which is comprised of our President and Chief Executive Officer, Chief Financial Officer and Chief Lending Officer, and which is responsible for reviewing our asset/liability and investment policies and interest rate risk position. The ALCO meets on a monthly basis. The extent of the movement of interest rates is an uncertainty that could have a negative impact on future earnings.

In recent years, we primarily have utilized the following strategies in our efforts to manage interest rate risk:

•

we have increased our originations of shorter term loans particularly commercial real estate and commercial business loans;

•

we generally sell our conforming long-term (30-year) fixed-rate single-family residential mortgage loans into the secondary market; and

•

we have invested in securities, consisting primarily of mortgage-backed securities, with relatively short anticipated lives, generally three to five years, and we maintain adequate amounts of liquid assets.

Net Portfolio Value Analysis. Our interest rate sensitivity also is monitored by management through the use of models which generate estimates of the change in its net portfolio value (“NPV”) over a range of interest rate scenarios. NPV is the present value of expected cash flows from assets, liabilities, and off-balance sheet contracts. The NPV ratio, under any interest rate scenario, is defined as the NPV in that scenario divided by the market value of assets in the same scenario. The following table sets forth our NPV as of March 31, 2008 and reflects the changes to NPV as a result of immediate and sustained changes in interest rates as indicated.


Change in Interest Rates In Basis Points (Rate Shock)	Net Portfolio Value							NPV as % of Portfolio Value of Assets
Change in Interest Rates In Basis Points (Rate Shock)	Amount		$ Change			%Change		NPV Ratio		Change
	(Dollars in Thousands)
300bp	$	51,714	$	(10,912	)	(17	)%	12.06	%	(2.08	)%
200		56,448		(6,178	)	(10	)	12.99		(1.15	)
100		60,364		(2,263	)	(4	)	13.73		(0.41	)
Static		62,677		—		—		14.14		—
(100)		63,601		974		+2		14.29		0.15

Certain shortcomings are inherent in the methodology used in the above interest rate risk measurement. Modeling changes in NPV requires the making of certain assumptions which may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. In this regard, the models presented assume that the composition of our interest sensitive assets and liabilities existing at the beginning of a period remains constant over the period being measured and also assumes that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration to maturity or repricing of specific assets and liabilities. Accordingly, although the NPV simulation model above provides an indication of interest rate risk exposure at a particular point in time, such model is not intended to and do not provide a precise forecast of the effect of changes in market interest rates on net interest income and will differ from actual results.

Average Balances, Net Interest Income, and Yields Earned and Rates Paid. The following table shows for the periods indicated the total dollar amount of interest from average interest-earning assets and the resulting yields, as well as the interest expense on average interest-bearing liabilities, expressed both in dollars and rates, and the net interest margin. Tax-exempt income and yields have not been adjusted to a tax-equivalent basis. All average balances are based on monthly balances. Management does not believe that the monthly averages differ significantly from what the daily averages would be.


	Three Months Ended March 31,
	2008						2007
	Average Balance		Interest		Average Yield/ Rate ⁽¹⁾		Average Balance		Interest		Average Yield/ Rate
	(Dollars in Thousands)
Interest-earning assets:
Loans receivable ⁽¹⁾	$	307,567	$	5,279	6.87	%	$	284,215	$	4,895	6.89	%
Investment securities		63,931		785	4.91			57,269		669	4.67
Other interest-earning assets		37,186		341	3.67			44,420		494	4.45

Total interest-earning assets		408,684		6,405	6.27			385,904		6,058	6.28

Non-interest-earning assets		20,255						13,172

Total assets	$	428,939					$	399,076

Interest-bearing liabilities:
Savings, checking and money market accounts		184,509		536	1.16			170,523		538	1.26
Certificate of deposit accounts		174,390		1,851	4.25			172,988		1,797	4.16

Total deposits		358,899		2,387	2.66			343,511		2,335	2.72
FHLB advances		16,482		162	3.92			5,326		52	3.87

Total interest-bearing liabilities		375,381		2,549	2.72			348,837		2,387	2.74

Non-interest-bearing liabilities		2,871						3,638

Total liabilities		378,252						352,475

Equity		50,687						46,601

Total liabilities and equity	$	428,939					$	399,076

Net interest-earning assets	$	33,303					$	37,067

Net interest income; average interest rate spread			$	3,856	3.55	%			$	3,671	3.54	%

Net interest margin ⁽²⁾					3.77	%					3.80	%

Average interest-earning assets to average interest-bearing liabilities					108.87	%					110.63	%

⁽¹⁾	Includes nonaccrual loans during the respective periods. Calculated net of deferred fees and discounts, loans in process and allowance for loan losses.

⁽²⁾	Equals net interest income divided by average interest-earning assets.


	Year Ended December 31,
	2007						2006						2005
	Average Balance		Interest		Average Yield/ Rate ⁽¹⁾		Average Balance		Interest		Average Yield/ Rate		Average Balance		Interest		Average Yield/ Rate(1)
	(Dollars in Thousands)
Interest-earning assets:
Loans receivable ⁽¹⁾	$	291,273	$	20,347	6.99	%	$	265,005	$	17,955	6.78	%	$	235,709	$	15,078	6.40	%
Investment securities		55,037		2,668	4.85			70,276		2,955	4.20			75,953		2,786	3.67
Other interest-earning assets		43,800		1,947	4.44			41,822		1,898	4.54			34,649		1,406	4.06

Total interest-earning assets		390,110		24,962	6.40			377,103		22,808	6.05			346,311		19,270	5.56

Non-interest-earning assets		14,168						13,029						13,060

Total assets	$	404,278					$	390,132					$	359,371

Interest-bearing liabilities:
Savings, checking and money market accounts		172,057		2,140	1.24			155,296		1,432	0.92			128,289		798	0.62
Certificate accounts		174,225		7,486	4.30			172,106		6,220	3.61			163,347		4,716	2.89

Total deposits		346,282		9,626	2.78			327,402		7,652	2.34			291,636		5,514	1.89
FHLB advances		6,422		282	4.39			13,665		563	4.12			24,405		826	3.38

Total interest-bearing liabilities		352,704		9,908	2.81			341,067		8,215	2.41			316,041		6,340	2.01

Non-interest-bearing liabilities		3,444						5,236						3,458

Total liabilities		356,148						346,303						319,499
Equity		48,130						43,829						39,872

Total liabilities and equity	$	404,278					$	390,132					$	359,371

Net interest-earning assets	$	37,406					$	36,036					$	30,270

Net interest income; average Interest rate spread			$	15,054	3.59	%			$	14,593	3.63	%			$	12,930	3.55	%

Net interest margin ⁽²⁾					3.86	%					3.87	%					3.73	%

Average interest-earning assets to average interest-bearing liabilities					110.61	%					110.98	%					109.58	%

⁽¹⁾	Includes nonaccrual loans during the respective periods. Calculated net of deferred fees and discounts, loans in process and allowance for loan losses.

⁽²⁾	Equals net interest income divided by average interest-earning assets.

Rate/Volume Analysis. The following table shows the extent to which changes in interest rates and changes in volume of interest-earning assets and interest-bearing liabilities affected our interest income and expense during the periods indicated. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to (1) changes in rate, which is the change in rate multiplied by prior period volume, and (2) changes in volume, which is the change in volume multiplied by prior period rate. The combined effect of changes in both rate and volume has been allocated proportionately to the change due to rate and the change due to volume.


	Three Months Ended March 31, 2008 compared to Three Months Ended March 31, 2007									2007 compared to 2006									2006 compared to 2005
	Increase (Decrease) Due to									Increase (Decrease) Due to									Increase (Decrease) Due to
	Rate			Volume			Total Increase (Decrease)			Rate			Volume			Total Increase (Decrease)			Rate			Volume			Total Increase (Decrease)
	(In Thousands)
Interest income:
Loans receivable	$	(371	)	$	755		$	384		$	584		$	1,808		$	2,392		$	947		$	1,930		$	2,877
Investment securities		(144	)		260			116			403			(690	)		(287	)		393			(224	)		169
Other interest-earning assets		96			(249	)		(153	)		(40	)		89			49			183			309			492

Total interest income		(419	)		766			347			947			1,207			2,154			1,523			2,015			3,538

Interest expense:
Savings, NOW and money market accounts		(86	)		84			(2	)		526			182			708			425			209			634
Certificate deposits		24			30			54			1,182			84			1,266			1,219			285			1,504

Total deposits		(62	)		114			52			1,708			266			1,974			1,644			494			2,138
FHLB advances		(142	)		252			110			(46	)		(235	)		(281	)		140			(403	)		(263	)

Total interest expense		(204	)		366			162			1,662			31			1,693			1,784			91			1,875

Increase (decrease) in net interest income	$	(215	)	$	400		$	185		$	(715	)	$	1,176		$	461		$	(261	)	$	1,924		$	1,663

Comparison of Financial Condition at March 31, 2008 and December 31, 2007

Our total assets amounted to $430.1 million at March 31, 2008, a $7.7 million, or 1.8%, increase over total assets at December 31, 2007. The primary reason for the increase in total assets in the first quarter of 2008 was a $5.1 million increase in our available-for-sale investment securities. During the quarter, we purchased an additional $7.8 million of available-for-sale investment securities, which more than offset $4.3 million of maturities, calls and repayments of securities during the period. Our cash and cash equivalents increased by $1.4 million to $13.2 million at March 31, 2008 compared to $11.7 million at December 31, 2007. Our cash invested at other ATM locations increased by $1.1 million during the first quarter of 2008 to $18.3 million at March 31, 2008 compared to $17.1 million at December 31, 2007. The Bank receives fees for this service which are included in interest income. The Bank’s net loans receivable decreased by $453,000 during the first quarter of 2008. While $53.6 million of new loans were originated during the quarter, such originations were offset by loan sales and repayments.

The Bank’s total liabilities amounted to $378.7 million at March 31, 2008 compared to $373.0 million at December 31, 2007. During the first quarter of 2008, we increased our advances from the Federal Home Loan Bank (“FHLB”) of Dallas by $6.5 million to $23.4 million as advances were available at terms we deemed attractive compared to other sources of funds. We use borrowings to supplement our deposits as a source of funds for our lending and investment activities. At March 31, 2008, our borrowings consisted solely of FHLB advances. The funds from these additional FHLB advances were used primarily to fund purchases of investment securities and for new loan originations. The increase in FHLB advances more than offset a $1.4 million reduction in total deposits to $352.1 million at March 31, 2008 compared to $353.5 million at December 31, 2007.

Our total equity capital amounted to $51.4 million at March 31, 2008 compared to $49.4 million at December 31, 2007. The primary reasons for the $2.0 million increase in equity was $1.0 million of net income recognized during the quarter plus a $969,000 increase in accumulated other comprehensive income.

Comparison of Financial Condition at December 31, 2007 and December 31, 2006

Our total assets amounted to $422.4 million at December 31, 2007, a $21.9 million or 5.5% increase over total assets at December 31, 2006. During 2007, the primary reason for our increase in total assets was a $25.0 million, or 8.9%, increase in net loans receivable. Our net loans receivable amounted to $306.3 million at December 31, 2007 compared to $281.3 million at December 31, 2006. The increase in our net loan portfolio in 2007 was due to a $13.1 million increase in our single-family residential first mortgage loans held in portfolio, an $8.5 million increase in commercial business loans and a $1.1 million increase in our consumer loan portfolio, which increases, in the aggregate, more than offset reductions in the amount of other loans at December 31, 2007 compared to December 31, 2006. Our cash and cash equivalents amounted to $11.7 million at December 31, 2007 compared to $27.4 million at December 31, 2006, a reduction of $15.7 million, or 57.1%. During 2007, the Bank utilized excess cash to fund new loan originations and purchase additional investment securities. In addition, the Bank purchased a $5.0 million bank owned life insurance (“BOLI”) policy during 2007. The Bank’s BOLI is a single premium life insurance contract on the lives of certain officers of the Bank. Changes in the cash surrender value of BOLI are included in the Bank’s other non-interest income.

Our total liabilities at December 31, 2007, amounted to $373.0 million compared to $354.6 million at December 31, 2006. The primary reason for the increase in total liabilities during 2007 was a $7.3 million increase in our deposits and an $11.4 million increase in our FHLB advances. Our total deposits amounted to $353.5 million at December 31, 2007 compared to $346.3 million at December 31, 2006. Of the $7.3 million in deposit growth in 2007, our core deposits increased $5.3 million in 2007 and constituted 50.1% of total deposits at December 31, 2007. Our FHLB advances amounted to $16.9 million at December 31, 2007.

Our total equity capital amounted to $49.4 million at December 31, 2007 compared to $45.9 million at December 31, 2006. The primary reasons for the $3.5 million increase in equity capital in 2007 was net income of $3.3 million for the year as well as accumulated other comprehensive income of $44,000 at December 31, 2007 compared to an accumulated other comprehensive loss of $160,000 at December 31, 2006.

Comparison of Operating Results for the Three Months Ended March 31, 2008 and March 31, 2007

General. We had net income of $1.0 million for the three months ended March 31, 2008 compared to net income of $981,000 for the three months ended March 31, 2007. Our net interest income amounted to $3.9 million for the quarter ended March 31, 2008, an increase of $186,000, or 5.1%, over net interest income in the first quarter of 2007. The increase in our net interest income in the first quarter of 2008 compared to the first quarter of 2007 was due primarily to increases in the average balances of our loans and investment securities portfolios. In addition, our non-interest income increased due primarily to increased service fees and charges and income recognized from the BOLI policy purchased in 2007. The increases in net interest income and non-interest income in the first quarter of 2008 compared to the first quarter of 2007 were partially offset by increased noninterest expense, due primarily to increased compensation expense.

Our net interest spread, which is the difference between the average yield earned on interest-earning assets and the average rate paid on interest-bearing liabilities, increased by one basis point to 3.55% for the quarter ended March 31, 2008 compared to 3.54% for the quarter ended March 31, 2007. Our net interest margin, which is net interest income as a percentage of average interest-earning assets, was 3.77% for the quarter ended March 31, 2008 compared to 3.80% for the quarter ended March 31, 2007.

Interest Income. Our total interest income was $6.4 million for the quarter ended March 31, 2008 compared to $6.1 million for the three months ended March 31, 2007. Interest income earned on loans increased by $384,000 in the first quarter of 2008 compared to the first quarter of 2007. An 8.2% increase in the average balance of our loans receivable more than offset a two basis point decline in the average yield on loans receivable in the 2008 period compared to the 2007 period. The increase in the average balance of loans reflects new loan originations made in 2007 and the first quarter of 2008 as a result of the Bank’s efforts to grow its loan portfolio. Interest income on investment securities increased by $115,000 in the quarter ended March 31, 2008 compared to the quarter ended March 31, 2007 due to a $6.7 million increase in the average balance of the investment securities portfolio and a 24

basis point increase in the average yield earned. While income from our investment securities was essentially constant, income from other interest-earning assets, such as deposits in other institutions and fees earned on cash invested in other ATM locations, declined by $152,000 in the 2008 period compared to the 2007 period due to a 16.3% decrease in the average balance of other interest-earning assets and a 104 basis point decline in the average yield earned. The Bank’s other interest-earning assets were somewhat higher in the 2007 period due in part to one customer who had deposited more than $12.0 million in cash with the Bank upon the sale of his business and then withdraw most of the funds later in 2007. The decline in the average yield earned on other interest-earning assets in the 2008 period reflects, in part, a reduction in the Federal Funds rate earned on overnight deposits at the FHLB of 250 basis points at March 31, 2008 compared to March 31, 2007 as well as a reduction in the interest rate earned on cash invested in other ATM locations, which rate is tied to the prime rate.

Interest Expense. Our total interest expense amounted to $2.5 million for the three months ended March 31, 2008 compared to $2.4 million for the three months ended March 31, 2007, an increase of $162,000 or 6.8%. Total interest expense on deposits was $2.4 million in the first quarter of 2008 compared to $2.3 million in the first quarter of 2007. The primary reason for the increase in interest expense on deposits was a $14.0 million, or 8.2%, increase in the average balance of savings, checking and money-market deposit accounts in the 2008 period compared to the 2007 period. The average rate paid by the Bank on savings, checking and money-market accounts was 1.16% in the quarter ended March 31, 2008, a decrease of 10 basis points compared to the rate paid in the quarter ended March 31, 2007 The growth in the average balance of savings, checking and money market accounts reflects the Bank’s efforts to increase its “core” deposits. Interest expense on our certificate of deposit accounts increased by $54,000 in the quarter ended March 31, 2008 compared to the quarter ended March 31, 2007 due to a $1.4 million, or 0.8%, increase in the average balance of certificate of deposit accounts and a nine basis point increase in the average rate paid on such deposits.

Provision (Recovery) for Loan Losses. We have identified the evaluation of the allowance for loan losses as a critical accounting policy where amounts are sensitive to material variation. This policy is significantly affected by our judgment and uncertainties and there is a likelihood that materially different amounts would be reported under different, but reasonably plausible, conditions or assumptions. Our activity in the provision for loan losses, which are charges or recoveries to operating results, is undertaken in order to maintain a level of total allowance for losses that management believes covers all known and inherent losses that are both probable and reasonably estimable at each reporting date. Our evaluation process typically includes, among other things, an analysis of delinquency trends, non-performing loan trends, the level of charge-offs and recoveries, prior loss experience, total loans outstanding, the volume of loan originations, the type, size and geographic concentration of our loans, the value of collateral securing the loan, the borrower’s ability to repay and repayment performance, the number of loans requiring heightened management oversight, local economic conditions and industry experience. The Office of Thrift Supervision, as an integral part of its examination process, periodically reviews our allowance for loan losses. The OTS may require the Bank to make additional provisions for estimated loan losses based upon judgments different from those of management.

During the quarter ended March 31, 2008, the Bank made a $30,000 recovery from the allowance for loan losses compared to a provision of $37,000 in the quarter ended March 31, 2007. Upon review of the risk characteristics in the loan portfolio at March 31, 2008, the Bank determined the recovery was warranted in the quarter due to its analysis of the credit quality of its loan portfolio as well as reduced holdings of commercial loans with higher risk characteristics. At March 31, 2008, the ratio of the Bank’s allowance for loan losses to non-performing loans was 170.7% compared to 153.7% at March 31, 2007.

Noninterest Income. The Bank’s noninterest income increased by $206,000, or 28.3%, to $933,000 in the quarter ended March 31, 2008 compared to $727,000 in the quarter ended March 31, 2007. The primary reasons for the increase in noninterest income in the 2008 period were increased income from service fees and charges and an increase in other noninterest income. Our service fees and charges increased by $129,000, or 23.9%, in the quarter ended March 31, 2008 compared to the quarter ended March 31, 2007 due primarily to $47,000 recognized in merchant fee income, compared to no merchant fee income in the first quarter of 2007. Merchant income is fee income received by the Bank for credit card transaction processing terminals provided to local merchants. In addition, the Bank’s fee income from non-sufficient funds (“NSF”) fees on checks increased by $30,000 in the first quarter of 2008 compared to the first quarter of 2007 due primarily to the growth in transaction accounts. Income

from check card fee income increased by $24,000, due primarily to increased volume in check card transactions. Our other noninterest income increased by $75,000 in the first quarter of 2008 compared to the first quarter of 2007 due primarily to $65,000 in income recognized in the 2008 period on the Bank’s BOLI policy, which was purchased in December 2007.

Noninterest Expense. The Bank’s total noninterest expense increased by $401,000, or 14.0%, to $3.3 million for the quarter ended March 31, 2008 compared to $2.9 million for the quarter ended March 31, 2007. The primary reason for the increase in noninterest expense was a $297,000 increase in compensation expense in the first quarter of 2008 compared to the first quarter of 2007. Compensation expense increased in the 2008 period primarily due to an increase in the total number of full time equivalent employees, to 143 at March 31, 2008 compared to 131 at March 31, 2007, as well as normal salary increases. The Bank’s occupancy expense increased by $23,000 in the quarter ended March 31, 2008 compared to March 31, 2007, reflecting the addition of the Bank’s loan production office in Baton Rouge. Advertising expense increased by $21,000 in the first quarter of 2008 compared to the first quarter of 2007, reflecting the Bank’s increased marketing efforts for its 100 ^th anniversary. Other operating expenses increased by $53,000 in the first quarter of 2008 compared to the first quarter of 2007 due to increases in various operating expenses, including a $28,000 increase in professional fees.

Income Tax Expense. The Bank’s income tax expense increased by $20,000 to $525,000 for the quarter ended March 31, 2008 compared to $505,000 for the quarter ended March 31, 2007. The increase in income tax expense primarily reflects the increase in income before income taxes.

Comparison of Operating Results for the Years Ended December 31, 2007 and December 31, 2006

General. We reported net income of $3.3 million for the year ended December 31, 2007 compared to net income of $4.0 million for the year ended December 31, 2006. The primary reason for the $701,000, or 17.4%, decrease in 2007 compared to 2006 was a $2.4 million increase in noninterest expense, which was partially offset by increases in net interest income and noninterest income in 2007 compared to 2006. The increase in noninterest expense in 2007 compared to 2006 was due primarily to increased compensation expense reflecting, in part, the implementation of a post-employment benefit plan for certain executive officers as well as an increase in the number of employees at the Bank. Our net interest income increased by $461,000 in the year ended December 31, 2007 compared to the year ended December 31, 2006, and our noninterest income increased by $694,000. Our tax expense decreased by $685,000 in 2007 compared to 2006.

Our net interest spread decreased by four basis points to 3.59% for the year ended December 31, 2007 compared to 3.63% for the year ended December 31, 2006. Similarly, our net interest margin decreased one basis point to 3.86% for the year ended December 31, 2007 compared to 3.87% for the year ended December 31, 2006.

Interest Income. Our total interest income amounted to $25.0 million for the year ended December 31, 2007 compared to $22.8 million for the year ended December 31, 2006. The reason for the increase in interest income in 2007 compared to 2006 was a $2.4 million, or 13.3%, increase in interest earned on loans. The increase in interest income earned on loans was due primarily to a $26.3 million, or 9.9%, increase in the average balance of our net loan portfolio as well as a 36 basis point increase in the average yield earned on loans in 2007 compared to 2006. The increase in the average balance of loans reflects our efforts to increase our new loan originations, particularly commercial loans. The increase in the average yield on our net loans in 2007 compared to 2006 reflects our focus on originating commercial real estate loans and commercial business loans, both of which have higher yields than one-to four-family residential mortgage loans. The increase in interest income from loans was partially offset by a decrease of $287,000, in interest income on investment securities. The decrease in interest income from investment securities in 2007 compared to 2006 was due primarily to a $15.2 million, or 21.7%, decline in the average balance, which was partially offset by a 22 basis point increase in the average yield. Interest income from other interest-earning assets increased by $49,000 in 2007 compared to 2006.

Interest Expense. Our total interest expense amounted to $9.9 million for the year ended December 31, 2007 compared to $8.2 million for the year ended December 31, 2006, an increase of $1.7 million or 20.6%. The

reason for the increase in interest expense in 2007 compared to 2006 was an increase in the average rates paid on our deposits as well as an increase in the average balance of our deposits in the year ended December 31, 2007 compared to the year ended December 31, 2006. The average balance of our total deposits increased by $18.9 million, or 5.8%, in 2007 compared to 2006 due primarily to a $16.8 million increase in the average balance of savings, checking and money market accounts, which we consider to be “core” deposits. The average rate paid on our deposits increased by 44 basis points in 2007 compared to 2006 due primarily to increases in market rates of interest during the period. The average balance of our FHLB advances was $6.4 million in the year ended December 31, 2007 compared to $13.7 million in the year ended December 31, 2006, and the average rate paid on FHLB advances increased to 4.39% in 2007 compared to 4.12% in 2006.

Provision for Loan Losses. During the year ended December 31, 2007, we made a $420,000 provision for loan losses compared to a $260,000 provision in the year ended December 31, 2006. At December 31, 2007, our allowance for loan losses amounted to $2.3 million, or 178.7% of non-performing loans, compared to $2.0 million, or 213.2% of non-performing loans, at December 31, 2006. During the year ended December 31, 2007, our net charge-offs to the allowance for loan losses was $113,000, or 0.04% of average loans outstanding during the year, compared to net charge-offs of $73,000 during 2006, or 0.03% of average loans outstanding during 2006.

Noninterest Income. Our non-interest income increased by $694,000, or 28.3%, to $3.1 million for the year ended December 31, 2007 compared to $2.4 million for the year ended December 31, 2006. During the year ended December 31, 2006, we recognized a net loss of $504,000 upon the sale of securities. We had no comparable loss on securities sales during the year ended December 31, 2007. During 2006 we sold an aggregate of $15.4 million of securities, most of which we acquired in our merger with Crowley Building & Loan Association and which were not consistent with our investment policy. Our service fees and charges were relatively stable and amounted to $2.3 million during the year ended December 31, 2007 compared to $2.4 million during the year ended December 31, 2006. Our noninterest income included net gains on the sale of loans of $312,000 and $235,000 during the years ended December 31, 2007 and 2006, respectively. We sold an aggregate of $32.5 million and $27.6 million in available for sale mortgage loans in 2007 and 2006, respectively. Our other noninterest income increased to $491,000 in 2007 compared to $366,000 in 2006. The primary reason for the increase in other noninterest income in 2007 was a $67,000 increase in check card fee income.

Noninterest Expense. Our non-interest expense increased by $2.4 million, or 22.3%, to $13.1 million for the year ended December 31, 2007 compared to $10.7 million for the year ended December 31, 2006. The primary reasons for the increase in non-interest expense were increases in compensation expense of $1.6 million and increases in other operating expenses of $494,000. The increase in compensation expense in 2007 compared to 2006 was due primarily to the recognition of $421,000 in expense upon the implementation of post retirement salary continuation agreements with our President and Chief Executive Officer and other executive officers. In addition, salary and benefit expense increased due to the hiring of additional employees to support the Bank’s expansion into Baton Rouge and add staff to support the Bank’s administrative operations. We had 146 full time equivalent employees at December 31, 2007 compared to 125 at December 31, 2006. In addition, $143,000 of the increase in compensation expense in 2007 compared to 2006 was due to increased group health insurance costs. The increase in other operating expense of $494,000 in 2007 compared to 2006 was due primarily to an increase in charitable donations of $299,000 in the year ended December 31, 2007.

Income Tax Expense. Our income tax expense decreased by $685,000 to $1.4 million for the year ended December 31, 2007 compared to $2.1 million for the year ended December 31, 2006. The decrease in income tax expense was due primarily to the decrease in income before taxes. Our effective Federal tax rate was 29.5% for the year ended December 31, 2007 compared to 34.0% for the year ended December 31, 2006. During 2007, the Bank’s effective tax rate differed from the statutory Federal tax rate due to the availability of certain tax credits and other items.

Comparison of Operating Results for the Years Ended December 31, 2006 and December 31, 2005

General. For the year ended December 31, 2006 our net income was $4.0 million compared to net income of $3.5 million for the year ended December 31, 2005. The primary reason for the $500,000 or 14.2%, increase in 2006 compared to 2005 was a $1.7 million increase in net interest income due primarily to increases in the average balances of our interest earning assets in 2006 compared to 2005. The improvement in net interest income in 2006 was partially offset by lower noninterest income in 2006 compared to 2005 and higher noninterest expense.

Our average interest rate spread increased by nine basis points to 3.64% in 2006 compared to 3.55% in 2005, while our net interest margin increased by 14 basis points to 3.87% in 2006 compared to 3.73% in 2005.

Interest Income. Our total interest income was $22.9 million for the year ended December 31, 2006 compared to $19.4 million for the year ended December 31, 2005. Interest income increased on loans and other interest-earning assets due primarily to increases in the average balances of 12.4% and 20.7%, respectively. The increases in the average balances reflect, in part, the Bank’s efforts to grow. The average yields earned on loans, investment securities and other interest-earning assets increased by 38 basis points, 53 basis points and 48 basis points, respectively. In addition to the average balance of our loans increasing in 2006 compared to 2005, the amount of our commercial real estate and commercial business loans, which tend to be relatively higher yielding loans, and their respective proportionate balances in our loan portfolio increased in 2006 compared to 2005, which had a positive effect on the average yield earned on the loan portfolio.

Interest Expense. Our total interest expense amounted to $8.2 million for the year ended December 31, 2006 compared to $6.3 million for the year ended December 31, 2005. A $2.1 million, or 38.8%, increase in interest expense on deposits was partially offset by a $263,000, or 31.9%, decrease in interest expense on FHLB advances. The average balance of our deposits increased by $35.8 million, or 12.3%, in 2006 compared to 2005, while the average rate paid on deposits increased by 45 basis points. The interest expense on our FHLB advances decreased in 2006 compared to 2005 due to a $10.7 million, or 44.0%, decrease in the average balance.

Provision for Loan Losses. Our provision for loan losses was relatively consistent in 2006 and 2005, and amounted to $260,000 for the year ended December 31, 2006 compared to $252,000 for the year ended December 31, 2005. Our allowance for loan losses amounted to $2.0 million, or 213.2% of non-performing loans, at December 31, 2006 compared to $1.8 million, or 216.3% of non-performing loans, at December 31, 2005. Our net charge offs to the allowance for loan losses was $73,000 for the year ended December 31, 2006, compared to $55,000 for the year ended December 31, 2005.

Noninterest Income. Our noninterest income amounted to $2.4 million for the year ended December 31, 2006 compared to $2.8 million for the year ended December 31, 2005. The change was due primarily to a $504,000 loss on the sale of securities recognized in 2006 which, as previously indicated, related primarily to the sale of certain investment securities acquired from Crowley Building and Loan Association which did not meet the Bank’s investment guidelines.

Noninterest Expense. The Bank’s noninterest expense increased to $10.7 million for the year ended December 31, 2006 compared to $10.1 million for the year ended December 31, 2005. The primary reason for the increase in noninterest expense was a $363,000 increase in compensation expense in 2006, primarily reflecting an increase in the number of Bank employees as well as normal compensation adjustments. Occupancy expense increased by $99,000 in 2006 due primarily to increased building and equipment maintenance costs. Advertising expense increased by $40,000 in 2006 compared to 2005, reflecting the Bank’s increased marketing efforts, while data processing and communication expense increased by $59,000 in 2006, reflecting the Bank’s increased investment in technological resources to support its growth.

Income Tax Expense. Our income tax expense increased to $2.1 million for the year ended December 31, 2006 compared to $1.8 million for the year ended December 31, 2005. The increase in income tax expense in 2006 was due to the improvement in income before income taxes. Our effective Federal tax rate was 34.0% for the year ended December 31, 2006 and 33.9% for the year ended December 31, 2005.

Liquidity and Capital Resources

Our primary sources of funds are from deposits, amortization of loans, loan prepayments and the maturity of loans, mortgage-backed securities and other investments, and other funds provided from operations. While scheduled payments from the amortization of loans and mortgage-backed securities and maturing investment securities are relatively predictable sources of funds, deposit flows and loan prepayments can be greatly influenced by general interest rates, economic conditions and competition. We also maintain excess funds in short-term, interest-bearing

assets that provide additional liquidity. At March 31, 2008, our cash and cash equivalents amounted to $13.2 million. In addition, at such date our available for sale investment securities amounted to $62.1 million.

We use our liquidity to fund existing and future loan commitments, to fund maturing certificates of deposit and demand deposit withdrawals, to invest in other interest-earning assets, and to meet operating expenses. At March 31, 2008, we had certificates of deposit maturing within the next 12 months amounting to $138.0 million. Based upon historical experience, we anticipate that a significant portion of the maturing certificates of deposit will be redeposited with us. For the three months ended March 31, 2008, the average balance of our outstanding FHLB advances was $16.5 million. At March 31, 2008, we had $23.4 million in outstanding FHLB advances and we had $160.0 million in additional FHLB advances available to us.

In addition to cash flow from loan and securities payments and prepayments as well as from sales of available for sale securities, we have significant borrowing capacity available to fund liquidity needs. In recent years we have utilized borrowings as a cost efficient addition to deposits as a source of funds. Our borrowings consist primarily of advances from the Federal Home Loan Bank of Dallas, of which we are a member. Under terms of the collateral agreement with the Federal Home Loan Bank, we pledge residential mortgage loans and mortgage-backed securities as well as our stock in the Federal Home Loan Bank as collateral for such advances.

Commitments

The following table summarizes our outstanding commitments to originate loans, to fund additional amounts of cash at other ATM locations pursuant to existing agreements and to advance additional amounts pursuant to outstanding letters of credit, lines of credit and undisbursed construction loans at March 31, 2008 and December 31, 2007.


	Total Amounts Committed at March 31, 2008		At March 31, 2008 Amount of Commitment Expiration - Per Period
	Total Amounts Committed at March 31, 2008		To 1 Year		1-3 Years		4-5 Years		After 5 Years
			(In Thousands)
Letters of credit	$	843	$	833	$	10	$	—	$	—
Lines of credit		21,877		15,603		6,274		—		—
Cash invested in other ATM locations		4,738		4,738		—		—		—
Undisbursed portion of loans in process		29,549		28,669		42		839		—
Commitments to originate loans		21,230		21,230		—		—		—

Total commitments	$	78,237	$	71,073	$	6,326	$	839	$	—


	Total Amounts Committed at December 31, 2007		At December 31, 2007 Amount of Commitment Expiration - Per Period
	Total Amounts Committed at December 31, 2007		To 1 Year		1-3 Years		4-5 Years		After 5 Years
			(In Thousands)
Letters of credit	$	1,101	$	1,091	$	10	$	—	$	—
Lines of credit		20,712		14,617		6,095		—		—
Cash invested in other ATM locations		5,857		5,857		—		—		—
Undisbursed portion of loans in process		32,360		29,347		2,009		993		11
Commitments to originate loans		15,101		15,101		—		—		—

Total commitments	$	75,131	$	66,013	$	8,114	$	993	$	11

Contractual Cash Obligations

The following table summarizes our contractual cash obligations at March 31, 2008 and December 31, 2007.


	Total at March 31, 2008		At March 31, 2008 Payments Due By Period
	Total at March 31, 2008		To 1 Year		1-3 Years		4-5 Years		After 5 Years
			(In Thousands)
Certificates of deposit	$	171,523	$	138,090	$	24,661	$	6,757	$	2,015
FHLB advances		23,370		12,500		10,870		—		—

Total long-term debt		194,893		150,590		35,531		6,757		2,015
Operating lease obligations		11		11		—		—		—

Total contractual obligations	$	194,904	$	150,601	$	35,531	$	6,757	$	2,015


	Total at December 31, 2007		At December 31, 2007 Payments Due By Period
	Total at December 31, 2007		To 1 Year		1-3 Years		4-5 Years		After 5 Years
			(In Thousands)
Certificates of deposit	$	176,376	$	142,636	$	25,928	$	5,616	$	2,196
FHLB advances		16,883		8,000		8,883		—		—

Total long-term debt		193,259		150,636		34,811		5,616		2,196
Operating lease obligations		15		15		—		—		—

Total contractual obligations	$	193,274	$	150,651	$	34,811	$	5,616	$	2,196

We anticipate that we will continue to have sufficient funds and alternative funding sources to meet our current commitments.

Impact of Inflation and Changing Prices

The financial statements, accompanying notes, and related financial data of the Bank presented herein have been prepared in accordance with generally accepted accounting principles, which require the measurement of financial position and operating results in terms of historical dollars without considering the changes in purchasing power of money over time due to inflation. The impact of inflation is reflected in the increased cost of operations. Most of our assets and liabilities are monetary in nature; therefore, the impact of interest rates has a greater impact on its performance than the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services.

Recent Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 157, Fair Value Measurement. SFAS No. 157 provides enhanced guidance for using fair value to measure assets and liabilities. The standard also responds to investors’ requests for expanded information about the extent to which companies measure assets and liabilities at fair value, the information used to measure fair value, and the effect of fair value measurements on earnings, and applies whenever other standards require or permit assets or liabilities to be measured at fair value. Under the standard, fair value refers to the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the reporting entity transacts its business. SFAS No. 157 clarifies the principle that fair value should be based on the assumptions market participants would use when pricing the asset or liability. In support of this principle, SFAS No. 157 establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. Under the standard, fair value measurements would be separately disclosed by level within the fair value hierarchy. The Bank adopted SFAS No. 157 on January 1, 2008. The adoption did not have a material impact on the Bank’s financial position or results of operations. See Note 5 of the notes to the Bank’s financial statements for additional disclosures related to the Bank’s adoption of SFAS No. 157.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. SFAS No. 159 provides the Bank with an option to report selected financial assets and liabilities at fair value and establishes presentation and disclosure requirements to facilitate reporting between companies. The fair value option established by this Statement permits the Bank to choose to measure eligible items at fair value at specified election dates. The Bank shall then report unrealized gains and losses on items for which the fair value option has been elected in earnings at each reporting date subsequent to implementation. The Bank adopted SFAS No. 159 on January 1, 2008. The adoption did not have a material impact on the Bank’s financial position or results of operations.

In December 2007, the FASB issued SFAS 141(R), Business Combinations. SFAS 141(R), which will impact how entities apply the acquisition method to business combinations. Significant changes to how the Bank accounts for business combinations under this Statement include (1) the acquisition date will be date the acquirer obtains control, (2) all identifiable assets acquired, liabilities assumed, and noncontrolling interests in the acquiree will be stated at fair value on the acquisition date, (3) assets or liabilities arising from noncontractual contingencies will be measured at their acquisition date fair value only if it is more likely than not that they meet the definition of

an asset or liability on the acquisition date, (4) adjustments subsequently made to the provisional amounts recorded on the acquisition date will be made retroactively during a measurement period not to exceed one year, (5) acquisition-related restructuring costs that do not meet the criteria in SFAS 146, Accounting for Costs Associated with Exit or Disposal Activities, will be expensed as incurred, (6) transaction costs will be expensed as incurred, (7) reversals of deferred income tax valuation allowances and income tax contingencies will be recognized in earnings subsequent to the measurement period, and (8) the allowance for loan losses of an acquiree will not be permitted to be recognized by the acquirer. Additionally, SFAS 141(R) will require additional disclosures regarding subsequent changes to acquisition-related contingencies, contingent consideration, noncontrolling interests, acquisition-related transaction costs, fair values and cash flows not expected to be collected for acquired loans, and goodwill valuation.

The Bank will be required to apply SFAS 141(R) prospectively to all business combinations completed on or after January 1, 2009. Early adoption is not permitted. For business combinations with an acquisition date before the effective date, the provisions of SFAS 141(R) will apply to the subsequent accounting for deferred income tax valuation allowances and income tax contingencies and will require any changes in those amounts to be recorded in earnings. Management is currently evaluating the effects that SFAS 141(R) will have on the financial condition, results of operations, liquidity, and the disclosures that will be presented in the consolidated financial statements.

BUSINESS OF HOME BANK

General. Home Bank is a federally chartered community-oriented savings bank which was originally organized in 1908 and is headquartered in Lafayette, Louisiana. The Bank currently conducts its business from its main office as well as eight additional full-service banking offices in the Lafayette metropolitan area and a loan production office located in Baton Rouge, Louisiana. We expect to open two additional full service banking offices in the Baton Rouge area in 2008 and one in 2009.

We are primarily engaged in attracting deposits from the general public and using those funds to invest in loans and securities. Our principal sources of funds are customer deposits, repayments of loans, maturities of investments and funds borrowed from outside sources such as the Federal Home Loan Bank (the “FHLB”) of Dallas. These funds are primarily used for the origination of loans, including single-family residential first mortgage loans, commercial real estate mortgage loans, commercial business loans, home equity loans and lines of credit, construction and land loans and other loans. The Bank derives its income principally from interest earned on loans and investment securities and, to a lesser extent, from fees received in connection with the origination of loans, service charges on deposit accounts and for other services. The Bank’s primary expenses are interest expense on deposits and borrowings and general operating expenses.

We are an active originator of residential home mortgage loans in our market area. Historically, Home Bank was a traditional thrift institution with an emphasis on fixed-rate long-term single-family residential first mortgage loans. Approximately five years ago, we shifted our emphasis on the loan products we offer and increased our efforts to originate commercial real estate loans and commercial business loans. Commercial real estate loans and commercial business loans were deemed attractive due to their generally higher yields and shorter anticipated lives compared to single-family residential mortgage loans. In addition, the Bank views commercial real estate and commercial business loans as attractive lending products because the Bank’s commercial borrowers typically are required to maintain commercial deposit accounts at the Bank, increasing the Bank’s core deposits. At March 31, 2008, 51.3% of the Bank’s total deposits were considered to be core deposits, as defined by the Bank to include all deposits other than certificate of deposit accounts. The Bank intends to continue its efforts to increase its core deposits, which have increased from 45.2% of total deposits at December 31, 2005, as a cost efficient source of funds for continued loan growth.

In recent years, the Bank has focused on increasing and diversifying its loan portfolio, growing its deposit base, and on transitioning from a traditional thrift institution to a commercial bank model. The Bank increased its net loan portfolio by $107.2 million, or 54.0%, at March 31, 2008 compared to December 31, 2003. The Bank’s total deposits have increased by $78.2 million, or 28.5%, to $352.1 million at March 31, 2008 compared to December 31, 2003. At March 31, 2008, the Bank had nine full-service banking offices and one loan production office compared to seven banking offices at December 31, 2003. The Bank intends to continue to grow by its expansion into the Baton Rouge market area as well as continuing to increase its market penetration in the Lafayette market area. Reflecting the Bank’s loan diversification efforts, its commercial real estate loans have grown from $31.6 million, or 15.8% of the total loan portfolio, at December 31, 2003, to $71.6 million, or 23.2% of the total portfolio, at March 31, 2008. During this period the Bank’s commercial business loans have increased from $12.0 million, or 6.0% of the loan portfolio, at December 31, 2003, to $34.9 million, or 11.3% of the loan portfolio, at March 31, 2008. In its efforts to become more like a community bank, the Bank has strengthened its infrastructure and technological capabilities in order to facilitate its ability to compete with other financial institutions and offer additional products and services. The Bank offers internet banking, bank debit cards, corporate cash management and merchant bank card services. The Bank also provides cash to fund remote, third-party ATMs at approximately 900 locations throughout the United States. The Bank serves as a source of funds for these ATMs, which are located in convenience stores and other public locations, for a fee, which is included in interest income. At March 31, 2008 and December 31, 2007, such cash at other ATMs amounted to $18.3 million and $17.1 million, respectively, and the Bank recognized interest income of $247,000 and $1.3 million, respectively, for the three months ended March 31, 2008 and the year ended December 31, 2007 with respect to such financing of remote ATMs.

Our headquarters office is located at 503 Kaliste Saloom Road, Lafayette, Louisiana, and our telephone number is (337) 237-1960. We maintain a website at www.home24bank.com, and we provide our customers with on-line banking services. Information on our website should not be considered a part of this prospectus.

Market Area and Competition

The Bank’s primary market area is south central Louisiana, particularly the Lafayette, Louisiana metropolitan area. With its June 2006 acquisition of Crowley Building and Loan Association, the Bank expanded its branch office network into Crowley, Louisiana, which is located in Acadia Parish, approximately 20 miles to the west of Lafayette. In 2007, the Bank again expanded its operations by opening a loan production office in Baton Rouge, Louisiana, which is approximately 55 miles northeast of Lafayette. The Bank expects to replace the loan production office with a full-service banking office in Baton Rouge in the third quarter of 2008 and expects to open a second new banking office in the Baton Rouge metropolitan area during 2008.

Lafayette is the fifth largest city in Louisiana. Lafayette is the parish seat and the center of the Acadiana region of south central Louisiana. Given its proximity to the Gulf of Mexico, approximately 30 miles to the south, the oil and gas industry has a significant presence in the Lafayette market, in addition to retail, medical, government, service and transport operations. As of December 2007, 10.7% of the workforce of Lafayette Parish was employed by the mining industry, which includes oil and gas extraction. Lafayette and the Acadiana region also benefit from a strong tourism industry. The University of Louisiana at Lafayette, with an enrollment exceeding 16,000 students, is the second largest university in Louisiana. The University Research Park is headquarters to several agencies involved with biological research. The University also is known for its strong computer technology resources. Subsequent to Hurricane Katrina in 2005, the Lafayette and Baton Rouge areas have experienced population increases due, in part, to migration from the New Orleans metropolitan area. The Lafayette metropolitan statistical area (“MSA”) had an estimated 2007 population of 256,000, which reflects an increase of 7.1% from 2000 to 2007, compared to a 1.9% population decline in the state during that period. The total number of households increased by approximately 9.4% in the Lafayette MSA from 2000 to 2007, and the average 2007 household income was approximately $55,000, compared to average 2007 household income of approximately $52,000 for the State of Louisiana and approximately $73,000 for the United States. The December 2007 unemployment rate in the Lafayette MSA was 2.6%.

Baton Rouge, which is the current focus of the Bank’s branch office expansion efforts, is the state capital, the second largest city in Louisiana and is the state’s largest metropolitan area. Baton Rouge is a major industrial, petrochemical, and port center of the south. Population in the Baton Rouge MSA increased approximately 8.1% between 2000 and 2007, while the number of total households increased approximately 10.7%. The average 2007 household income in the Baton Rouge MSA was approximately $57,000 and the December 2007 unemployment rate was 3.5%.

We face significant competition in originating loans and attracting deposits. This competition stems primarily from commercial banks, other savings banks and savings associations and mortgage-banking companies. Many of the financial service providers operating in our market area are significantly larger, and have greater financial resources, than us. We face additional competition for deposits from short-term money market funds and other corporate and government securities funds, mutual funds and from other non-depository financial institutions such as brokerage firms and insurance companies.

Lending Activities

General. At March 31, 2008, our net loan portfolio totaled $305.8 million or 71.1% of total assets. Historically, our principal lending activity has been the origination of loans collateralized by one- to four-family, also known as “single-family,” residential real estate loans located in our market area. We have increased our emphasis on originating commercial real estate and other commercial loans in recent years. We also originate consumer loans, consisting primarily of automobile, recreation vehicle and boat loans, and other loans.

The types of loans that we may originate are subject to federal and state law and regulations. Interest rates charged by us on loans are affected principally by the demand for such loans and the supply of money available for lending purposes and the rates offered by our competitors. These factors are, in turn, affected by general and economic conditions, the monetary policy of the federal government, including the Federal Reserve Board, legislative tax policies and governmental budgetary matters.

Loan Portfolio Composition. The following table shows the composition of our loan portfolio by type of loan at the dates indicated.


	March 31, 2008					December 31,
	March 31, 2008					2007					2006					2005					2004					2003
	Amount			%		Amount			%		Amount			%		Amount			%		Amount			%		Amount			%
	(Dollars in Thousands)
Real estate loans:
One- to four-family residential:
First mortgage	$	131,323		42.58	%	$	131,535		42.58	%	$	118,475		41.78	%	$	110,366		44.45	%	$	110,713		48.70	%	$	109,387		54.60	%
Home equity loans and lines		22,676		7.35			23,065		7.47			19,604		6.91			18,672		7.52			17,317		7.62			13,933		6.95

Total		153,999		49.93			154,600		50.05			138,079		48.69			129,038		51.97			128,030		56.32			123,320		61.55

Commercial real estate		71,595		23.21			71,964		23.30			66,125		23.32			53,321		21.48			44,433		19.54			31,619		15.78
Construction and land		26,784		8.68			25,942		8.39			32,097		11.32			24,645		9.93			21,015		9.24			20,384		10.17
Multi-family residential		7,168		2.32			7,242		2.34			7,694		2.71			8,157		3.29			6,838		3.01			3,484		1.74

Total real estate loans		259,546		84.15			259,748		84.09			243,995		86.04			215,161		86.56			200,316		88.11			178,807		89.25

Other loans:
Commercial loans		34,870		11.31			35,783		11.58			27,329		9.64			21,744		8.76			16,667		7.33			12,027		6.00
Consumer loans		14,000		4.54			13,375		4.33			12,250		4.32			11,388		4.59			10,359		4.56			9,510		4.75

Total other loans		48,870		15.85			49,158		15.91			39,579		13.96			33,132		13.34			27,026		11.89			21,537		10.75

Total loans	$	308,416		100.00	%	$	308,906		100.00	%	$	283,574		100.00	%	$	248,293		100.00	%	$	227,342		100.00	%	$	200,344		100.00	%

Less:
Allowance for loan losses		(2,284	)				(2,314	)				(2,008	)				(1,821	)				(1,625	)				(1,366	)
Deferred loan fees		(317	)				(324	)				(308	)				(247	)				(307	)				(383	)

Net loans	$	305,815				$	306,268				$	281,258				$	246,225				$	225,410				$	198,595

Contractual Terms to Final Maturities. The following table shows the scheduled contractual maturities of our loans as of March 31, 2008, before giving effect to net items. Demand loans, loans having no stated schedule of repayments and no stated maturity, and overdrafts are reported as due in one year or less. The amounts shown below do not take into account loan prepayments.


	One-to Four-Family Residential				Commercial Real Estate		Construction and Land Loans		Multi-Family Residential		Commercial Loans		Consumer		Total
	First Mortgage		Home Equity Loans and Lines		Commercial Real Estate		Construction and Land Loans		Multi-Family Residential		Commercial Loans		Consumer		Total
	(In Thousands)
Amounts due after March 31, 2008 in:
One year or less	$	8,798	$	5,600	$	19,245	$	22,501	$	3,318	$	14,675	$	4,479	$	78,616
After one year through two years		658		4,121		11,732		2,009		313		3,409		1,143		23,385
After two years through three years		1,166		4,014		4,434		573		2,284		3,445		2,191		18,107
After three years through five years		4,297		1,914		20,874		715		1,226		10,729		3,305		43,060
After five years through ten years		13,980		2,559		10,599		717		27		2,612		497		30,991
After ten years through 15 years		11,892		4,193		4,494		269		—		—		1,577		22,425
After 15 years		90,532		275		217		—		—		—		808		91,832

Total	$	131,323	$	22,676	$	71,595	$	26,784	$	7,168	$	34,870	$	14,000	$	308,416

The following table shows the dollar amount of our loans at March 31, 2008 due after March 31, 2009 as shown in the preceding table, which have fixed interest rates or which have floating or adjustable interest rates.


	Fixed-Rate		Floating or Adjustable-Rate		Total
	(In Thousands)
One- to four-family residential:
First mortgage	$	94,235	$	28,290	$	122,525
Home equity loans and lines		9,734		7,367		17,101
Commercial real estate		43,982		8,368		52,350
Construction and land loans		4,283		—		4,283
Multi-family residential		3,850		—		3,850
Commercial loans		18,772		1,424		20,196
Consumer loans		9,454		41		9,495

Total	$	184,310	$	45,490	$	229,800

Loan Originations. Our lending activities are subject to underwriting standards and loan origination procedures established by our board of directors and management. Loan originations are obtained through a variety of sources, primarily existing customers as well as new customers obtained from referrals and local advertising and promotional efforts. Single-family residential mortgage loan applications and consumer loan applications are taken at any of the Bank’s branch offices. Applications for other loans typically are taken personally by one of our loan officers, although they may be received by a branch office initially and then referred to a loan officer. All loan applications are processed and underwritten centrally at our main office. The Bank does not originate, and at March 31, 2008 had no, sub-prime or “Alt-A” loans in its portfolio or available for sale.

Our single-family residential first mortgage loans are written on standardized documents used by the Federal Home Loan Mortgage Corporation (“FHLMC” or “Freddie Mac”) and Federal National Mortgage Association (“FNMA” or “Fannie Mae”). We also utilize an automated loan processing and underwriting software system for our new single-family residential mortgage loans. For loans in excess of $250,000 which are secured by real estate, property valuations are undertaken by an independent third-party appraiser approved by our board of directors. Loans in amounts of less than $250,000, are evaluated by qualified bank personnel or third parties.

In addition to originating loans, we occasionally purchase participation interests in larger balance loans, typically commercial real estate mortgage loans and construction loans, from other financial institutions in our market area or other markets in Louisiana. Such participations are reviewed for compliance with our underwriting criteria before they are purchased. Generally, we have purchased such loans without any recourse to the seller. However, we actively monitor the performance of such loans through the receipt of regular reports from the lead lender regarding the loan’s performance, physically inspecting the loan security property on a periodic basis, discussing the loan with the lead lender on a regular basis and receiving copies of updated financial statements from the borrower.

In our efforts to reduce the interest rate risk in our loan portfolio, we generally sell all of our newly originated fixed-rate, conforming single-family residential mortgage loans into the secondary market on a servicing released basis. From January 1, 2005 through March 31, 2008, we sold an aggregate of $96.8 million in single-family residential mortgage loans into the secondary market at an aggregate gain of $852,000. In addition to the loans we hold in portfolio, the mortgage loans we originate for sale into the secondary market, which are classified as available for sale, amounted to $1.6 million, $1.2 million and $1.6 million at March 31, 2008 and at December 31, 2007 and 2006, respectively. In addition, the Bank also occasionally sells participation interests in loans it originates. At March 31, 2008, sold loan participation interests totaled $4.5 million with respect to seven loans. We generally have sold participation interests in loans only when a loan would exceed our loans-to-one borrower limits. Our legal loans-to-one borrower limit, with certain exceptions, generally is 15% of our unimpaired capital and surplus or $7.6 million at March 31, 2008. At March 31, 2008, our five largest loans to one borrower and related entities amounted to $7.4 million, $7.2 million, $5.9 million, $5.6 million and $5.0 million, respectively, and all of such loans were performing in accordance with their terms.

The following table shows our total loans originated, purchased, sold and repaid during the periods indicated.


	Three months ended March 31,					Year ended December 31,
	2008		2007			2007		2006		2005
	(In Thousands)
Loan Originations:
One- to four-family residential:
First mortgages	$	22,604	$	16,618		$	85,208	$	79,094	$	72,911
Home equity loans and lines		2,648		1,911			9,597		9,437		11,914
Commercial real estate		10,571		3,504			29,585		21,197		23,951
Construction and land		1,886		9,275			16,328		6,944		4,256
Multi-family residential		27		14			1,504		2,502		4,034
Commercial		12,881		12,774			35,679		17,318		13,413
Consumer		2,971		2,091			9,414		10,079		8,481

Total loan originations		53,588		46,187			187,315		146,571		138,960

Loans purchased		—		—			—		—		—

Loans sold		7,896		10,941			32,552		25,833		27,401
Loan principal repayments		46,856		38,417			179,629		100,968		108,453

Total loans sold and principal repayments		54,752		49,358			212,181		126,801		135,854

Increase or (decrease) due to other items, net ⁽¹⁾		1,176		2,888			49,446		16,653		15,744

Net increase (decrease) in total loans	$	12	$	(283	)	$	24,580	$	36,423	$	18,850

⁽¹⁾	Other items consist of loans in process, deferred fees and the allowance for loan losses.

One- to Four-Family Residential Mortgage Lending. One of our primary lending activities continues to be the origination of loans secured by first mortgages on one- to four-family residences in our market area. At March 31, 2008, $131.3 million of our total loan portfolio consisted of single-family residential mortgage loans. As a result of our increased emphasis on commercial real estate loans, commercial business loans and other loans, our single-family residential real estate first mortgage loans as a percentage of total loans have decreased from 54.6% at December 31, 2003 to 42.6% at March 31, 2008.

Our single-family residential mortgage loans generally are underwritten on terms and documentation conforming to guidelines issued by Freddie Mac and Fannie Mae. Applications for one-to four-family residential mortgage loans are accepted at any of our banking offices and are then referred to our main office for processing, which consists primarily of obtaining all documents required by Freddie Mac and Fannie Mae underwriting standards, and completing the underwriting, which includes making a determination whether the loan meets our underwriting standards. In order to reduce interest rate risk, we generally sell all newly originated conforming, fixed-rate single-family residential mortgage loans into the secondary market. We currently originate fixed-rate, fully amortizing mortgage loans with maturities of 15 or 30 years. We also offer adjustable rate mortgage (“ARM”) loans where the interest rate either adjusts on an annual basis or is fixed for the initial three, five, seven or 10 years and then adjusts annually thereafter. However, due to local market conditions, we have not originated a significant amount of ARM loans in recent years. At March 31, 2008, only $28.3 million, or 21.5%, of our one- to four-family residential loan portfolio consisted of ARM loans.

We underwrite one- to four-family residential mortgage loans with loan-to-value ratios which generally do not exceed 90%, provided that the borrower obtains private mortgage insurance on loans that exceed 80% of the appraised value of the secured property. We also require that title insurance, hazard insurance and, if appropriate, flood insurance be maintained on all properties securing real estate loans. We require that a licensed appraiser from our list of approved appraisers perform and submit to us an appraisal on all properties securing one- to four-family first mortgage loans exceeding $250,000. For single-family residential mortgage loans which are less than $250,000, we either receive an appraisal from an approved appraiser or, in certain instances, we obtain a property evaluation

from a bank employee or third-party evaluator. Our mortgage loans generally include due-on-sale clauses which provide us with the contractual right to deem the loan immediately due and payable in the event the borrower transfers ownership of the property. Due-on-sale clauses are an important means of adjusting the yields of fixed-rate mortgage loans in portfolio and we generally exercise our rights under these clauses.

Our single-family residential mortgage loans also include home equity loans and home equity lines of credit. While home equity loans and lines of credit are secured by the borrower’s primary residence, we generally obtain a second mortgage position to secure such loans and lines. At March 31, 2008, the aggregate outstanding balance of our home equity loans and home equity lines of credit was $22.7 million, or 7.4% of our total loan portfolio. In addition, the unused portion of our home equity lines of credit was $9.6 million at March 31, 2008. Our home equity loans are fully amortizing, have terms to maturity of up to 15 years and generally have fixed rates of interest. Our home equity lines of credit are offered on a revolving line of credit basis, with terms of up to three years and adjustable interest rates tied to the prime rate. We offer home equity loans and lines of credit with a loan-to-value ratio (combined with any loan secured by a first mortgage) not exceeding 90%. Our customers may apply for home equity loans and lines of credit at any of our banking offices. During the quarter ended March 31, 2008 and the year ended December 31, 2007, we originated $2.6 million and $9.6 million, respectively, in home equity loans and home equity lines of credit.

The Bank’s one- to four- family residential mortgage loans at March 31, 2008 also include $7.6 million in construction loans to individuals for the construction and permanent financing (“construction/permanent loans”) of their homes. The Bank’s construction/permanent loans are structured to provide one closing for both the construction loan and the permanent financing. During the construction phase, which typically lasts for six to nine months, employees of the Bank make periodic inspections of the construction site and loan proceeds are disbursed directly to the contractors as construction progresses. Typically, disbursements are made in five draws during the construction period. Construction loans require payment of interest only during the construction phase and are structured to be converted to fixed- or adjustable-rate permanent loans at the end of the construction phase. Prior to making a commitment to fund a construction loan, the Bank requires an appraisal or, in certain instances, an evaluation of the property by independent fee appraisers or the Bank’s employees (for loans of less than $250,000). The Bank’s staff also reviews and inspects each project prior to every disbursement of funds during the term of the construction loan. Loan proceeds are disbursed based on a percentage of completion.

Commercial Real Estate Loans and Multi-Family Residential Loans. At March 31, 2008, our commercial real estate and multi-family residential loans amounted to an aggregate of $78.8 million or 25.5% of our total loan portfolio at such date. We began to increase our emphasis on commercial real estate loans several years ago as they generally have shorter terms to maturity, improving the Bank’s interest rate risk profile, and provide higher yields than single-family residential mortgage loans.

Our commercial real estate loan portfolio amounted to $71.6 million, or 23.2% of the total loan portfolio, at March 31, 2008. Our commercial real estate loans consist primarily of loans secured by office buildings, retail and industrial use buildings, strip shopping centers and other properties used for commercial purposes located in our market area. At March 31, 2008, the average commercial real estate loan size was $265,000. The five largest commercial real estate loans outstanding were $4.6 million, $4.0 million, $3.0 million, $2.8 million and $1.7 million, and all of such loans were performing in accordance with all their terms.

At March 31, 2008, the Bank’s multi-family residential mortgage loans amounted to $7.2 million, or 2.3% of the total loan portfolio. The Bank’s multi-family residential mortgage loans, which are underwritten and approved in a manner consistent with the Bank’s commercial real estate loans, are secured by residential properties with more than four units located in the Bank’s market area. At March 31, 2008, the Bank’s largest multi-family residential mortgage loan was a $2.0 million loan secured by an 86 unit apartment complex located in Lafayette, Louisiana, which is performing in accordance with its terms. At March 31, 2008, the average size of the Bank’s multi-family residential mortgage loans was $341,000.

Although terms for commercial real estate and multi-family residential loans vary, our underwriting standards generally allow for terms not exceeding 20 years and loan-to-value ratios of not more than 80%. Interest rates are either fixed or, on occasion, adjustable, based upon designated market indices such as the prime rate, and

fees are charged to the borrower at the origination of the loan. In light of local market demands, our commercial real estate loans originated in recent years have been fixed-rate loans with terms to maturity of 5 to 10 years and amortization periods of 10 years to 15 years. However, the actual lives of such loans generally are less due to prepayments and re-financings. Generally, we obtain personal guarantees of the principals as additional collateral for commercial real estate, multi-family residential and land loans.

Commercial real estate and multi-family residential lending involve a greater degree of risk than single-family residential lending. These risks include larger loans to individual borrowers and loan payments that are dependent upon the successful operation of the project or the borrower’s business. These risks can be affected by supply and demand conditions of rental housing units, office and retail space and other commercial space in the project’s market area. We attempt to minimize these risks for loans we originate by soliciting loans from businesses with existing operating performance. We also use conservative debt coverage ratios in our underwriting, and periodically monitor the operation of the business or project and the physical condition of the property. At March 31, 2008, $425,000 of our commercial real estate and multi-family residential loans were either delinquent for more than 30 days or considered non-performing. We have had an aggregate of $20,000 in charge-offs of commercial real estate and multi-family residential loans during the past five years.

Various aspects of commercial real estate and multi-family residential transactions are evaluated in an effort to mitigate the additional risk in these types of loans. In our underwriting procedures, consideration is given to the stability of the property’s cash flow history, future operating projections, current and projected occupancy levels, location and physical condition. Generally, we impose a debt service ratio (the ratio of net cash flows from operations before the payment of debt service to debt service) of not less than 125% in the case of commercial real estate and multi-family residential loans. We also evaluate the credit and financial condition of the borrower, and if applicable, the guarantor. Appraisal reports prepared by independent appraisers are obtained on each loan to substantiate the property’s market value, and are reviewed by us prior to the closing of the loan.

Construction and Land Loans. The Bank has originated construction and land development loans in its market area for more than the past five years. At March 31, 2008, the Bank’s construction and land loans amounted to $26.8 million or 8.7% of the total loan portfolio. In addition, we had $29.5 million of undisbursed construction loans in process at March 31, 2008. Of that amount, $15.9 million consisted of loans to contractors and builders to finance the construction of single-family homes in the Bank’s market area. At March 31, 2008, the Bank’s construction loans also included $4.5 million in loans to developers for the construction and development of subdivisions. Loans to finance the construction of single-family homes and subdivisions are generally offered to experienced builders in the Lafayette area with whom the Bank has an established relationship. Residential development loans are typically offered with terms of up to 24 months. The maximum loan-to-value limit applicable to these loans is 80% of the appraised post construction value. Construction loan proceeds are disbursed periodically in increments as construction progresses and as inspection by the Bank’s approved appraisers warrants. At March 31, 2008, the Bank’s five largest construction/development loans amounted to $1.0 million, $733,000, $630,000, $567,000 and $518,000, respectively. Each of these loans was performing according to its original terms at March 31, 2008. At March 31, 2008, the average balance of the Bank’s construction loans to contractors and developers was approximately $349,000.

The Bank’s construction loans also include loans for the construction of commercial real estate. We typically either originate such loans on a construction/permanent basis where the initial phase of the loan, generally six to 12 months, consists of construction (with interest only payments on the loan) and, upon completion of construction, the loan automatically converts to a permanent amortizing loan, or we require that third-party permanent financing be in place at the time of loan origination. At March 31, 2008, our portfolio of construction loans included an aggregate of $470,000 of construction loans for commercial real estate.

The Bank also originates land loans to local contractors and developers for the purpose of improving the property, or for the purpose of holding or developing the land for sale. The Bank’s land loans amounted to approximately $5.8 million at March 31, 2008. Such loans are secured by a lien on the property, are limited to 65% of the lower of the acquisition price or the appraised value of the land, and have a term of up to 10 years. The Bank’s land loans generally are secured by property in its primary market area. The Bank requires title insurance and, if applicable, a hazardous waste survey reporting that the land is free of hazardous or toxic waste.

Construction financing is generally considered to involve a higher degree of credit risk than long-term financing on improved, owner-occupied real estate. Risk of loss on a construction loan depends largely upon the accuracy of the initial estimate of the property’s value at completion of construction compared to the estimated cost, including interest, of construction and other assumptions. Additionally, if the estimate of value proves to be inaccurate, the Bank may be confronted with a project, when completed, having a value less than the loan amount. The Bank has attempted to minimize these risks by generally concentrating on residential construction loans in its market area to contractors with whom it has established relationships.

Commercial Business Loans. Our commercial business loans amounted to $34.9 million or 11.3% of the total loan portfolio at March 31, 2008. Our commercial business loans typically are to small to mid-sized businesses in our market area and may be for working capital, equipment financing, inventory financing or accounts receivable financing. Small business loans may have adjustable or fixed rates of interest and generally have terms of five years or less but may go up to seven years. Our commercial business loans generally are secured by equipment, machinery or other corporate assets. In addition, we generally obtain personal guarantees from the principals of the borrower with respect to all commercial business loans. At March 31, 2008, our five largest commercial business loans had outstanding balances of $3.5 million, $1.7 million, $1.3 million, $1.1 million and $1.1 million. During the three months ended March 31, 2008 and the five years ended December 31, 2007, the Bank has charged off an aggregate of $62,000 in commercial business loans.

Our commercial lenders actively solicit commercial business loans in our market area. We are seeking to increase our commercial business loan portfolio. In particular, we are targeting loans from small to mid-sized firms located in our markets that generally are considered too small by the regional and super-regional banks operating in our market. Commercial business loans generally are deemed to involve a greater degree of risk than single-family residential mortgage loans. Repayment of our commercial business loans is often dependent on the cash flows of the borrower, which may be unpredictable, and the collateral securing these loans may fluctuate in value. Credit support provided by the borrower for most of these loans and the probability of repayment is based on the liquidation of the pledged collateral and enforcement of a personal guarantee, if any exists. As a result, in the case of loans secured by accounts receivable, the availability of funds for the repayment of these loans may be substantially dependent on the ability of the borrower to collect amounts due from its customers. The collateral securing other loans, such as inventory or equipment, may depreciate over time, may be difficult to appraise and may fluctuate in value based on the success of the business.

Consumer Lending Activities. In our efforts to provide a full range of financial services to our customers, we offer various types of consumer loans. Our consumer loans amounted to $14.0 million or 4.5% of our total loan portfolio at March 31, 2008. Our consumer loans are comprised primarily of automobile loans, boat loans, recreational vehicle loans and unsecured personal loans.

Consumer loans generally have higher interest rates and shorter terms than residential loans, however, they have additional credit risk due to the type of collateral securing the loan or in some cases the absence of collateral. In the three months ended March 31, 2008 and year ended December 31, 2007, we charged off $9,000 and $56,000, respectively, of consumer loans.

Loan Approval Procedures and Authority. Our Board of Directors establishes the Bank’s lending policies and procedures. Our Loan Policy Manual is reviewed on at least an annual basis by our management team in order to propose modifications as a result of market conditions, regulatory changes and other factors. All modifications must be approved by our Board of Directors.

Various officers or combinations of officers of the Bank have the authority within specifically identified limits to approve new loans. The maximum loan amount that may be approved by an individual officer is $750,000. Our management level Loan Committee (comprised of our President, Chief Lending Officer and Senior Commercial Loan Officer) has authority to approve loans in amounts up to $1.25 million. Our Board level Loan Committee has authority to approve loans up to $2.5 million. All other loans must be approved by the Board of Directors of the Bank.

Asset Quality

General. One of our key objectives has been, and continues to be, maintaining a high level of asset quality. In addition to maintaining credit standards for new originations which we believe are sound, we are proactive in our loan monitoring, collection and workout processes in dealing with delinquent or problem loans.

When a borrower fails to make a scheduled payment, we attempt to cure the deficiency by making personal contact with the borrower. Initial contacts are generally made within 10 days after the date the payment is due. In most cases, deficiencies are promptly resolved. If the delinquency continues, late charges are assessed and additional efforts are made to collect the deficiency. All loans which are designated as “special mention,” classified or which are delinquent 90 days or more are reported to the Board of Directors of the Bank on a monthly basis.

On loans where the collection of principal or interest payments is doubtful, the accrual of interest income ceases (“non-accrual” loans). It is our policy, with certain limited exceptions, to discontinue accruing additional interest and reverse any interest accrued on any loan which is 90 days or more past due. On occasion, this action may be taken earlier if the financial condition of the borrower raises significant concern with regard to his/her ability to service the debt in accordance with the terms of the loan agreement. Interest income is not accrued on these loans until the borrower’s financial condition and payment record demonstrate an ability to service the debt.

Real estate which is acquired as a result of foreclosure is classified as real estate owned until sold. Real estate owned is recorded at the lower of cost or fair value less estimated selling costs. Costs associated with acquiring and improving a foreclosed property are usually capitalized to the extent that the carrying value does not exceed fair value less estimated selling costs. Holding costs are charged to expense. Gains and losses on the sale of real estate owned are charged to operations, as incurred.

We account for our impaired loans under generally accepted accounting principles. An impaired loan generally is one for which it is probable, based on current information, that the lender will not collect all the amounts due under the contractual terms of the loan. Large groups of smaller balance, homogeneous loans are collectively evaluated for impairment. Loans collectively evaluated for impairment include smaller balance commercial real estate loans, residential real estate loans and consumer loans. These loans are evaluated as a group because they have similar characteristics and performance experience. Larger commercial real estate, multi-family residential and land loans and commercial business loans are individually evaluated for impairment. As of March 31, 2008, and December 31, 2007 and 2006, our impaired loans amounted to $1.3 million, $1.3 million and $977,000, respectively.

Federal regulations and our policies require that we utilize an internal asset classification system as a means of reporting problem and potential problem assets. We have incorporated an internal asset classification system, substantially consistent with Federal banking regulations, as a part of our credit monitoring system. Federal banking regulations set forth a classification scheme for problem and potential problem assets as “substandard,” “doubtful” or “loss” assets. An asset is considered “substandard” if it is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. “Substandard” assets include those characterized by the “distinct possibility” that the insured institution will sustain “some loss” if the deficiencies are not corrected. Assets classified as “doubtful” have all of the weaknesses inherent in those classified “substandard” with the added characteristic that the weaknesses present make “collection or liquidation in full,” on the basis of currently existing facts, conditions, and values, “highly questionable and improbable.” Assets classified as “loss” are those considered “uncollectible” and of such little value that their continuance as assets without the establishment of a specific loss reserve is not warranted.

When an insured institution classifies one or more assets, or portions thereof, as “substandard” or “doubtful,” it is required that a general valuation allowance for loan losses be established for loan losses in an amount deemed prudent by management. General valuation allowances represent loss allowances which have been established to recognize the inherent losses associated with lending activities, but which, unlike specific allowances, have not been allocated to particular problem assets. When an insured institution classifies one or more assets, or portions thereof, as “loss,” it is required either to establish a specific allowance for losses equal to 100% of the amount of the asset so classified or to charge off such amount.

A savings institution’s determination as to the classification of its assets and the amount of its valuation allowances is subject to review by Federal bank regulators which can order the establishment of additional general or specific loss allowances. The Federal banking agencies have adopted an interagency policy statement on the allowance for loan and lease losses. The policy statement provides guidance for financial institutions on both the responsibilities of management for the assessment and establishment of allowances and guidance for banking agency examiners to use in determining the adequacy of general valuation guidelines. Generally, the policy statement recommends that institutions have effective systems and controls to identify, monitor and address asset quality problems; that management analyze all significant factors that affect the collectibility of the portfolio in a reasonable manner; and that management establish acceptable allowance evaluation processes that meet the objectives set forth in the policy statement. Our management believes that, based on information currently available, its allowance for loan losses is maintained at a level which covers all known and inherent losses that are both probable and reasonably estimable at each reporting date. However, actual losses are dependent upon future events and, as such, further additions to the level of allowances for loan losses may become necessary.

We review and classify assets on a monthly basis and the Board of Directors is provided with monthly reports on our classified assets. We classify assets in accordance with the management guidelines described above. The following table shows the aggregate amounts of our classified assets at the dates indicated.


	At March 31, 2008		At December 31,
	At March 31, 2008		2007		2006		2005
	(In Thousands)
Substandard assets	$	1,647	$	1,487	$	1,134	$	829
Doubtful assets		—		—		—		—
Loss assets		—		—		—		—

Total	$	1,647	$	1,487	$	1,134	$	829

In addition to classified assets, the Bank designates certain assets as “special mention”. Special mention assets are defined as assets that have potential weaknesses that deserve management’s close attention but do not currently expose the insured institution to risk which is sufficient enough to warrant adverse classification. At March 31, 2008, Home Bank had $9.0 million of assets classified as special mention. All of the Bank’s special mention assets at March 31, 2008 were loans which were performing in accordance with their terms, and the Bank is not aware of any possible credit problems of the borrowers that cause management to have serious doubts about the ability of such borrowers to comply with the present loan repayment terms.

Delinquent Loans. The following table shows the delinquencies in our loan portfolio as of the dates indicated.


	At March 31, 2008								At December 31, 2007								At December 31, 2006
	30-89 Days Overdue				90 or More Days Overdue				30-89 Days Overdue				90 or More Days Overdue				30-89 Days Overdue				90 or More Days Overdue
	Number of Loans	Principal Balance			Number of Loans	Principal Balance			Number of Loans	Principal Balance			Number of Loans	Principal Balance			Number of Loans	Principal Balance			Number of Loans	Principal Balance
	(Dollars in Thousands)
One- to four-family residential:
First mortgage	25	$	2,280		3	$	886		33	$	2,488		3	$	775		32	$	2,527		5	$	238
Home equity loans and lines	10		220		—		—		2		47		1		12		3		39		—		—
Commercial real estate and multi-family residential loans	2		99		2		326		4		577		1		318		3		358		2		476
Construction and land loans	—		—		—		—		—		—		—		—		2		58		—		—
Commercial	3		68		2		93		5		162		4		173		3		134		5		199
Consumer	11		99		2		33		18		115		2		17		16		91		3		29

Total delinquent loans	51	$	2,766		9	$	1,338		62	$	3,389		11	$	1,295		59	$	3,207		15	$	942

Delinquent loans to total net loans			0.90	%			0.44	%			1.11	%			0.42	%			1.14	%			0.34	%

Delinquent loans to total loans			0.90	%			0.43	%			1.10	%			0.42	%			1.13	%			0.33	%

Non-Performing Loans and Real Estate Owned. The following table shows the amounts of our non-performing assets (defined as non-accruing loans, accruing loans 90 days or more past due and real estate owned) at the dates indicated. We did not have troubled debt restructurings at any of the dates indicated.


	March 31, 2008			December 31,
	March 31, 2008			2007			2006			2005			2004			2003
	(Dollars in Thousands)
Non-accruing loans:
One- to four-family residential:
First mortgages	$	886		$	775		$	238		$	541		$	567		$	871
Home equity loans and lines		—			12			—			16			14			—
Multi-family residential and commercial real estate loans		326			318			476			43			—			193
Construction and land loans		—			—			—			—			—			—
Commercial		93			173			199			114			79			14
Consumer		33			17			29			47			2			42

Total non-accruing loans		1,338			1,295			942			761			662			1,120

Accruing loans 90 days or more past due:
One- to four-family residential:
First mortgages		—			—			—			81			84			170
Home equity loans and lines		—			—			—			—			—			—
Commercial real estate loans and multi-family residential loans		—			—			—			—			—			—
Construction and land loans		—			—			—			—			—			—
Commercial		—			—			—			—			—			—
Consumer		—			—			—			—			—			—
Total accruing loans 90 days or more past due		—			—			—			81			84			170

Total non-performing loans ⁽¹⁾		1,338			1,295			942			842			746			1,290

Real estate owned, net ⁽²⁾		60			47			25			38			—			—

Total non-performing assets	$	1,398		$	1,342		$	967		$	880		$	746		$	1,290

Total non-performing loans as a percentage of loans, net		0.44	%		0.42	%		0.34	%		0.34	%		0.33	%		0.65	%

Total non-performing loans as a percentage of total assets		0.31	%		0.31	%		0.24	%		0.23	%		0.22	%		0.38	%

Total non-performing assets as a percentage of total assets		0.33	%		0.32	%		0.24	%		0.24	%		0.22	%		0.38	%

⁽¹⁾	Non-performing loans consist of non-accruing loans plus accruing loans 90 days or more past due.

⁽²⁾	Real estate owned balances are shown net of related loss allowances.

For the three months ended March 31, 2008 and the years ended December 31, 2007 and 2006, the amount of additional interest income that would have been recognized on non-accrual loans if such loans had continued to perform in accordance with their contractual terms was $122,000, $119,000 and $41,000, respectively.

Allowance for Loan Losses. The allowance for loan losses is established through a provision for loan losses. We maintain the allowance at a level believed, to the best of management’s knowledge, to cover all known and inherent losses in the portfolio that are both probable and reasonable to estimate at each reporting date. Management reviews the allowance for loan losses on no less than a quarterly basis in order to identify those inherent losses and to assess the overall collection probability for the loan portfolio. Our evaluation process includes, among other things, an analysis of delinquency trends, non-performing loan trends, the level of charge-offs and recoveries, prior loss experience, total loans outstanding, the volume of loan originations, the type, size and geographic concentration of our loans, the value of collateral securing the loan, the borrower’s ability to repay and repayment performance, the number of loans requiring heightened management oversight, local economic conditions and industry experience. Such risk ratings are periodically reviewed by management and revised as deemed appropriate. The establishment of the allowance for loan losses is significantly affected by management judgment and uncertainties and there is a likelihood that different amounts would be reported under different conditions or

assumptions. Various regulatory agencies, as an integral part of their examination process, periodically review our allowance for loan losses. Such agencies may require the Bank to make additional provisions for estimated loan losses based upon judgments different from those of management.

We will continue to monitor and modify our allowances for loan losses as conditions dictate. No assurances can be given that our level of allowance for loan losses will cover all of the inherent losses on our loans or that future adjustments to the allowance for loan losses will not be necessary if economic and other conditions differ substantially from the economic and other conditions used by management to determine the current level of the allowance for loan losses.

The following table shows changes in our allowance for loan losses during the periods presented.


	At or For the Three Months ended March 31,						At or For the Year Ended December 31,
	2008			2007			2007			2006			2005			2004			2003
	(Dollars in Thousands)
Net loans outstanding at end of period	$	305,815		$	281,379		$	306,268		$	281,258		$	246,225		$	225,410		$	198,595
Average loans outstanding		306,169			283,169			290,160			265,005			235,709			227,868			202,126
Allowance for loan losses, beginning of period		2,314			2,008			2,008			1,821			1,625			1,366			1,349
Provision (recovery) for loan losses		(30	)		37			420			260			252			310			135
Charge-offs:
One- to four-family residential:
First Mortgages		—			—			17			20			18			6			67
Home equity loans and lines		—			—			52			16			—			—			—
Commercial real estate loans and multi-family residential loans		—			—			—			—			20			—			—
Construction and land		—			—			—			—			—			—			—
Commercial		17			—			16			—			—			—			29
Consumer		9			18			40			54			28			60			39

Total charge-offs		26			18			125			90			66			66			135

Recoveries on loans previously charged off		25			1			11			17			11			15			17

Allowance for loan losses, end of period	$	2,284		$	2,029		$	2,314		$	2,008		$	1,821		$	1,625		$	1,366

Allowance for loan losses as a percent of non-performing loans		170.69	%		153.68	%		178.70	%		213.18	%		216.32	%		217.81	%		105.91	%

Allowance for loan losses as a percent of net loans		0.75	%		0.72	%		0.76	%		0.71	%		0.74	%		0.72	%		0.69	%

Ratio of net charge-offs during the period to average loans outstanding during the period		0.00	%		0.01	%		0.04	%		0.03	%		0.02	%		0.02	%		0.06	%

The following table shows how our allowance for loan losses is allocated by type of loan at each of the dates indicated.


	At March 31, 2008				At December 31,
	At March 31, 2008				2007				2006				2005				2004				2003
	Amount of Allowance		Loan Category as a % of Total Loans		Amount of Allowance		Loan Category as a % of Total Loans		Amount of Allowance		Loan Category as a % of Total Loans		Amount of Allowance		Loan Category as a % of Total Loans		Amount of Allowance		Loan Category as a % of Total Loans		Amount of Allowance		Loan Category as a % of Total Loans
	(Dollars in Thousands)
One-to four-family residential:
First mortgages	$	413	42.58	%	$	387	42.58	%	$	344	41.78	%	$	335	44.45	%	$	337	48.69	%	$	327	54.61	%
Home equity loans and lines		325	7.35			302	7.47			209	6.91			212	7.52			204	7.62			158	6.95
Commercial real estate loans and multi-family residential loans		459	25.54			925	25.64			541	26.03			414	24.76			333	22.56			222	17.52
Construction and land loans		100	8.68			201	8.39			125	11.32			106	9.93			74	9.24			71	10.17
Commercial		794	11.31			316	11.58			621	9.64			503	8.76			443	7.33			406	6.00
Consumer		193	4.54			183	4.34			168	4.32			231	4.58			220	4.56			173	4.75
Unallocated		—	0.00			—	0.00			—	0.00			20	0.00			14	0.00			9	0.00

Total	$	2,284	100.00	%	$	2,314	100.00	%	$	2,008	100.00	%	$	1,821	100.00	%	$	1,625	100.00	%	$	1,366	100.00	%

The allowance consists of specific and general components. The specific component relates to loans that are classified as either doubtful, substandard or special mention. The general component covers non-classified loans and is based on historical loss experience adjusted for qualitative factors. An unallocated component is maintained to cover uncertainties that could affect management’s estimate of probable losses. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio.

Investment Activities

General. We invest in securities pursuant to our Investment Policy, which has been approved by our Board of Directors. The Bank’s ALCO, comprised of the Bank’s President, Chief Lending Officer and Chief Financial Officer, monitors our investment activity and ensures that the Bank’s investments are consistent with the Investment Policy. The Board of Directors of the Bank reviews all investment activity monthly.

Our Investment Policy is designed primarily to manage the interest rate sensitivity of our assets and liabilities, to generate a favorable return without incurring undue interest rate and credit risk, to complement our lending activities and to provide and maintain liquidity. On occasion, we also have used a leveraged investment strategy for the purpose of enhancing returns. Pursuant to this strategy, we have utilized borrowings from the FHLB to purchase additional investment securities. We attempt to match the advances with the securities purchased in order to obtain a favorable difference, or “spread,” between the interest paid on the advance against the yield received on the security purchased.

At March 31, 2008, our investment securities amounted to $66.5 million in the aggregate or 15.5% of total assets at such date. The largest component of our securities portfolio in recent periods has been mortgage-backed securities, which amounted to $61.9 million or 93.0% of the securities portfolio at March 31, 2008. In addition, we invest in U.S. government and agency obligations, municipal securities, and other securities. Our agency debt securities often have call provisions which provide the agency with the ability to call the securities at specified dates.

At March 31, 2008, we had an aggregate of $1.6 million in gross unrealized gains on our investment securities portfolio. Such unrealized gains reflect an increase in market value of securities as a result of changes in market rates of interest.

Pursuant to SFAS No. 115, our securities are classified as available for sale, held to maturity, or trading, at the time of acquisition. Securities classified as held to maturity must be purchased with the intent and ability to hold that security until its final maturity, and can be sold prior to maturity only under rare circumstances. Held to maturity securities are accounted for based upon the historical cost of the security. Available for sale securities can be sold at any time based upon needs or market conditions. Available for sale securities are accounted for at fair value, with unrealized gains and losses on these securities, net of income tax provisions, reflected in retained earnings as accumulated other comprehensive income. At March 31, 2008, we had $62.1 million of securities classified as available for sale, $4.5 million of securities classified as held to maturity and no securities classified as trading. During the year ended December 31, 2006, we sold an aggregate of $15.4 million of available for sale securities at a loss of $504,000. Most of the securities sold were acquired in the merger of Crowley Building and Loan Association in June 2006 and either did not meet our investment guidelines and/or were sold in order to reinvest the proceeds in higher yielding securities.

We do not purchase mortgage-backed derivative instruments that would be characterized “high-risk” under Federal banking regulations at the time of purchase, nor do we purchase corporate obligations which are not rated investment grade or better. We do not hold any collateralized debt obligations (“CDOs”) or REIT preferred securities.

Our mortgage-backed securities consist primarily of mortgage pass-through certificates issued by the Government National Mortgage Association (“GNMA” or “Ginnie Mae”), Fannie Mae or Freddie Mac.

Investments in mortgage-backed securities involve a risk that actual prepayments will be greater than estimated prepayments over the life of the security, which may require adjustments to the amortization of any premium or accretion of any discount relating to such instruments thereby changing the net yield on such securities. There is also reinvestment risk associated with the cash flows from such securities or in the event such securities are redeemed by the issuer. In addition, the market value of such securities may be adversely affected by changes in interest rates.

Collateralized mortgage obligations are typically issued by a special-purpose entity, in our case, by government agencies, which may be organized in a variety of legal forms, such as a trust, a corporation, or a partnership. Substantially all of the collateralized mortgage obligations held in our portfolio consist of senior sequential tranches. By purchasing senior sequential tranches, management attempts to ensure the cash flow associated with such an investment.

The following table sets forth certain information relating to our investment securities portfolio at the dates indicated.


					At December 31,
	At March 31, 2008				2007				2006				2005
	Amortized Cost		Market Value		Amortized Cost		Market Value		Amortized Cost		Market Value		Amortized Cost		Market Value
	(Dollars in Thousands)
Securities Available-for-Sale:
Mortgage-backed securities	$	58,519	$	60,034	$	54,930	$	54,996	$	52,045	$	51,818	$	61,228	$	60,664
U.S. government and agency obligations		1,999		2,018		1,999		1,999		1,998		1,982		7,996		7,793

Total Securities AFS		60,518		62,052		56,929		56,995		54,043		53,800		69,224		68,457

Securities Held to Maturity:
Mortgage-backed securities		3,341		3,394		3,553		3,493		4,424		4,264		5,509		5,280
U.S. government and agency obligations		—		—		—		—		997		988		992		980
Municipal obligations		1,140		1,166		1,140		1,166		120		119		120		116

Total Securities held to maturity		4,481		4,560		4,693		4,659		5,541		5,371		6,621		6,376

Total	$	64,999	$	66,612	$	61,622	$	61,654	$	59,584	$	59,171	$	75,845	$	74,833

The following table sets forth the amount of investment securities which mature during each of the periods indicated and the weighted average yields for each range of maturities at March 31, 2008. No tax-exempt yields have been adjusted to a tax-equivalent basis.


	Amounts at March 31, 2008 Which Mature In
	One Year or Less			After One to Five Years			After Five to 10 Years			Over 10 Years			Total
	(Dollars in Thousands)
Available-for-Sale:
Mortgage-backed securities	$	—		$	—		$	4,167		$	54,352		$	58,519
U.S. government and agency obligations		1,999			—			—			—			1,999

Total		1,999			—			4,167			54,352			60,518

Weighted Average Yield		4.47	%		0.00	%		4.80	%		5.23	%		5.14	%

Held to Maturity:
Mortgage-backed securities	$	—		$	3,341		$	—		$	—		$	3,341
Municipal obligations		—			181			390			569			1,140

Total		—			3,522			390			569			4,481

Weighted Average Yield		0.00	%		3.89	%		3.98	%		4.01	%		3.92	%

Total Mortgage-Backed and Investment Securities:
Mortgage-backed securities	$	—		$	3,341		$	4,167		$	54,352		$	61,860
U.S. government and agency obligations		1,999			—			—			—			1,999
Municipal obligations		—			181			390			569			1,140

Total	$	1,999		$	3,522		$	4,557		$	54,921		$	64,999

Weighted Average Yield		4.47	%		3.89	%		4.73	%		5.22	%		5.05	%

The following table sets forth the composition of our mortgage-backed securities portfolio at each of the dates indicated.


	At March 31, 2008		At December 31,
	At March 31, 2008		2007		2006		2005
	(In Thousands)
Fixed rate:
Available for sale	$	12,605	$	11,832	$	8,855	$	9,913
Held to maturity		3,341		3,553		4,424		5,509

Total fixed-rate		15,946		15,385		13,279		15,422

Adjustable-rate:
Available for sale		45,914		43,098		43,190		51,315
Held to maturity		—		—		—		—

Total adjustable-rate		45,914		43,098		43,190		51,315

Total mortgage-backed securities	$	61,860	$	58,483	$	56,469	$	66,737

Sources of Funds

General. Deposits, loan repayments and prepayments, proceeds from investment sales, calls, maturities and pay-downs, cash flows generated from operations and Federal Home Loan Bank advances are the primary sources of our funds for use in lending, investing and for other general purposes.

Deposits. We offer a variety of deposit accounts with a range of interest rates and terms. Our deposits consist of checking, both interest-bearing and non-interest-bearing, money market, savings and certificate of deposit accounts. At March 31, 2008, 51.3% of the funds deposited with the Bank were in core deposits, which are deposits other than certificates of deposit.

The flow of deposits is influenced significantly by general economic conditions, changes in money market rates, prevailing interest rates and competition. Our deposits are obtained predominantly from the areas where our branch offices are located. We have historically relied primarily on customer service and long-standing relationships with customers to attract and retain these deposits; however, market interest rates and rates offered by competing financial institutions significantly affect our ability to attract and retain deposits.

The Bank uses traditional means of advertising its deposit products, including broadcast and print media and we generally do not solicit deposits from outside our market area. In recent years, we have emphasized the origination of core deposits.

We do not actively solicit certificate accounts in excess of $100,000, known as “jumbo CDs,” or use brokers to obtain deposits. At March 31, 2008, our jumbo CDs amounted to $68.5 million, of which $56.3 million are scheduled to mature within twelve months. At March 31, 2008, the weighted average remaining maturity of our certificate of deposit accounts was nine months.

The following table shows the distribution of, and certain other information relating to, our deposits by type of deposit, as of the dates indicated.


	At March 31, 2008				At December 31,
	At March 31, 2008				2007				2006				2005
	Amount		%		Amount		%		Amount		%		Amount		%
	(Dollars in Thousands)
Certificate accounts:
1.00% - 1.99%	$	396	0.11	%	$	281	0.08	%	$	1,037	0.30	%	$	15,132	4.91	%
2.00% - 2.99%		10,308	2.93			926	0.26			16,050	4.64			55,656	18.05
3.00% - 3.99%		67,292	19.11			68,410	19.35			59,737	17.25			70,179	22.76
4.00% - 4.99%		85,563	24.30			96,682	27.35			78,643	22.71			23,004	7.46
5.00% - 5.99%		5,822	1.65			7,968	2.25			16,928	4.89			2,424	.79
6.00% - 6.99%		2,142	0.61			2,109	0.60			2,001	0.58			2,473	0.80
7.00% or more		—	—			—	—			—	—			—	—

Total certificate accounts	$	171,523	48.71		$	176,376	49.89		$	174,396	50.37		$	168,868	54.76

Transaction accounts:
Savings		19,132	5.43	%		19,115	5.41	%		18,832	5.44	%		18,641	6.04	%
Checking:
Interest bearing		37,318	10.60			37,935	10.73			38,984	11.26			36,796	11.93
Non-interest bearing		53,673	15.24			50,791	14.37			54,756	15.81			44,471	14.42
Money market		70,482	20.02			69,319	19.61			59,283	17.12			39,620	12.85

Total transaction accounts		180,605	51.29			177,160	50.11			172,854	49.63			139,528	45.24

Total deposits	$	352,128	100.00	%	$	353,536	100.00	%	$	346,250	100.00	%	$	308,396	100.00	%

The following table shows the average balance of each type of deposit and the average rate paid on each type of deposit for the periods indicated.


	Three Months Ended						Year Ended December 31,
	March 31, 2008						2007						2006						2005
	Average Balance		Interest Expense		Average Rate Paid		Average Balance		Interest Expense		Average Rate Paid		Average Balance		Interest Expense		Average Rate Paid		Average Balance		Interest Expense		Average Rate Paid
	(Dollars in Thousands)
Savings accounts	$	18,920	$	29	0.62	%	$	19,495	$	124	0.63	%	$	19,510	$	122	0.63	%	$	18,478	$	106	0.58	%
Checking		88,288		34	0.15			91,016		148	0.16			86,596		175	0.20			70,053		132	0.19
Money market		77,301		472	2.44			61,546		1,868	3.04			49,190		1,136	2.31			39,740		560	1.41
Certificates of deposit		174,390		1,851	4.25			174,225		7,486	4.30			172,106		6,220	3.61			163,342		4,716	2.89

Total interest-bearing deposits	$	358,899	$	2,387	2.66	%	$	346,282	$	9,626	2.78	%	$	327,402	$	7,652	2.34	%	$	291,613	$	5,514	1.89	%

The following table presents, by various interest rate categories and maturities, the amount of certificates of deposit at March 31, 2008.


Certificates of Deposit	Balance at March 31, 2008 Maturing in the 12 Months Ending March 31,
Certificates of Deposit	2009		2010		2011		Thereafter		Total
	(In Thousands)
Less than 2.00%	$	212	$	184	$	—	$	—	$	396
2.00% - 2.99%		6,763		3,049		496		—		10,308
3.00% - 3.99%		51,397		8,201		4,447		3,247		67,292
4.00% - 4.99%		72,839		6,274		1,084		5,366		85,563
5.00% - 5.99%		5,069		734		19		—		5,822
6.00% - 6.99%		1,810		92		240		—		2,142
7.00% or more		—		—		—		—		—

Total certificate accounts	$	138,090	$	18,534	$	6,286	$	8,613	$	171,523

The following table shows the maturities of our certificates of deposit of $100,000 or more at March 31, 2008 by time remaining to maturity.


Quarter Ending:	Amount		Weighted Average Rate
	(Dollars in Thousands)
June 30, 2008	$	17,873	4.61	%
September 30, 2008		23,682	4.62
December 31, 2008		10,550	3.92
March 31, 2009		4,167	3.61
After March 31, 2009		12,194	3.96

Total certificates of deposit with balances of $100,000 or more	$	68,466	4.33	%

Borrowings. We utilize advances from the FHLB as an alternative to retail deposits to fund operations as part of our operating strategy. These FHLB advances are collateralized primarily by certain of our mortgage loans and mortgage-backed securities and secondarily by our investment in capital stock of the FHLB. FHLB advances are made pursuant to several different credit programs, each of which has its own interest rate and range of maturities. The maximum amount that the FHLB will advance to member institutions, including the Bank, fluctuates from time to time in accordance with the policies of the FHLB. At March 31, 2008, we had $23.4 million in outstanding FHLB advances and $160 million of additional FHLB advances available. At such date, $12.5 million of our FHLB advances mature within one year. Subsequent to the conversion, it is likely that we will increase such limit to permit moderately increased utilization of FHLB advances.

The following table shows certain information regarding our borrowings at or for the dates indicated:


	At or For the Three Months Ended March 31,						At or For the Year Ended December 31,
	2008			2007			2007			2006			2005
	(Dollars in Thousands)
FHLB advances:
Average balance outstanding	$	16,482		$	5,326		$	6,422		$	13,665		$	24,405
Maximum amount outstanding at any month-end during the period		23,370			5,431			16,883			24,480			32,100
Balance outstanding at end of period		23,370			3,922			16,883			5,435			17,484
Average interest rate during the period		3.92	%		3.87	%		4.39	%		4.12	%		3.38	%
Weighted average interest rate at end of period		3.22	%		4.21	%		4.29	%		3.88	%		3.83	%

At March 31, 2008 and December 31, 2007, $12.5 million and $8.0 million, respectively, of our borrowings were short-term (maturing in one year or less). Such short-term borrowings had a weighted average interest rate of 2.41% and 4.28%, respectively, at March 31, 2008 and December 31, 2007.

Properties

We currently conduct business from our main office, eight additional full-service banking offices and one loan production office. The following table sets forth the net book value of the land, building and leasehold improvements and certain other information with respect to our offices at March 31, 2008.


Description/Address	Leased/Owned	Date of Lease Expiration	Net Book Value of Property		Amount of Deposits
Main Office:			(In Thousands)
503 Kaliste Saloom Road, Lafayette, LA	Owned	N/A	$	5,239	$	125,992

Branches:
1020 Coolidge Blvd., Lafayette, LA	Owned	N/A		208		45,614
5543 Cameron St., Scott, LA	Owned	N/A		761		13,559
4202 Johnston St., Lafayette, LA	Owned	N/A		684		51,624
523 Jefferson St., Lafayette, LA	Owned	N/A		360		38,381
5028 Ambassador Caffery, Lafayette, LA	Owned	N/A		724		14,437
1219 Albertson Pkwy., Broussard, LA	Owned	N/A		932		15,143
806 Veterans Blvd., Carencro, LA	Owned	N/A		743		21,045
204 N. Parkerson Blvd., Crowley, LA	Owned	N/A		812		26,333
10563 Glenstone Place, Baton Rouge, LA ⁽¹⁾	Owned	N/A		1,168		—

Loan Production Office:
9035 Bluebonnet Blvd., Baton Rouge, LA	Leased	12/31/2008		26		—

Total			$	11,657	$	352,128

⁽¹⁾	Under construction.

Subsidiaries

Home Bank has no subsidiaries.

Employees

At March 31, 2008, we had 143 full-time equivalent employees. None of such employees are represented by a collective bargaining group, and we believe that our relationship with our employees is excellent.

Legal Proceedings

We are not presently involved in any legal proceedings of a material nature. The Bank has been named as a defendant or co-defendant in 11 lawsuits, commencing in early 2007, alleging that the claimants incurred losses during 2006 as a result of the Bank accepting deposits with forged endorsements from a former customer. The Bank notified its insurance carrier of the potential claims and paid the $100,000 insurance claim deductible in 2006. The Bank does not expect to incur any material expense as a result of the lawsuits filed. From time to time, we are a party to legal proceedings incidental to our business to enforce our security interest in collateral pledged to secure loans made by the Bank.

REGULATION

Set forth below is a brief description of certain laws relating to the regulation of Home Bancorp and Home Bank after the proposed conversion. This description does not purport to be complete and is qualified in its entirety by reference to applicable laws and regulations.

General

Home Bank, as a federally chartered savings bank, is subject to federal regulation and oversight by the Office of Thrift Supervision extending to all aspects of its operations. The Bank also is subject to regulation and examination by the Federal Deposit Insurance Corporation, which insures the deposits of the Bank to the maximum extent permitted by law, and requirements established by the Federal Reserve Board. Federally chartered savings institutions are required to file periodic reports with the Office of Thrift Supervision and are subject to periodic examinations by the Office of Thrift Supervision and the Federal Deposit Insurance Corporation. The investment and lending authority of savings institutions are prescribed by federal laws and regulations, and such institutions are prohibited from engaging in any activities not permitted by such laws and regulations. Such regulation and supervision primarily is intended for the protection of depositors and not for the purpose of protecting shareholders.

Federal law provides the federal banking regulators, including the Office of Thrift Supervision and Federal Deposit Insurance Corporation, with substantial enforcement powers. The Office of Thrift Supervision’s enforcement authority over all savings institutions and their holding companies includes, among other things, the ability to assess civil money penalties, to issue cease and desist or removal orders and to initiate injunctive actions. In general, these enforcement actions may be initiated for violations of laws and regulations and unsafe or unsound practices. Other actions or inactions may provide the basis for enforcement action, including misleading or untimely reports filed with the Office of Thrift Supervision. Any change in such regulations, whether by the Federal Deposit Insurance Corporation, Office of Thrift Supervision or Congress, could have a material adverse impact on the Company and the Bank and their operations.

Regulation of Home Bancorp, Inc.

Holding Company Acquisitions. Upon completion of the conversion, the Company will become a savings and loan holding company under the Home Owners’ Loan Act, as amended, and will be required to register with the Office of Thrift Supervision. Federal law generally prohibits a savings and loan holding company, without prior Office of Thrift Supervision approval, from acquiring the ownership or control of any other savings institution or savings and loan holding company, or all, or substantially all, of the assets or more than 5% of the voting shares of the savings institution or savings and loan holding company. These provisions also prohibit, among other things, any director or officer of a savings and loan holding company, or any individual who owns or controls more than 25% of the voting shares of such holding company, from acquiring control of any savings institution not a subsidiary of such savings and loan holding company, unless the acquisition is approved by the Office of Thrift Supervision.

The Office of Thrift Supervision may not approve any acquisition that would result in a multiple savings and loan holding company controlling savings institutions in more than one state, subject to two exceptions: (1) the approval of interstate supervisory acquisitions by savings and loan holding companies; and (2) the acquisition of a savings institution in another state if the laws of the state of the target savings institution specifically permit such acquisitions. The states vary in the extent to which they permit interstate savings and loan holding company acquisitions.

Holding Company Activities. The Company will operate as a unitary savings and loan holding company and will be permitted to engage only in the activities permitted for financial holding companies under Federal Reserve Board regulations or for multiple savings and loan holding companies. Multiple savings and loan holding companies are permitted to engage in the following activities: (i) activities permitted for a bank holding company under section 4(c) of the Bank Holding Company Act (unless the Director of the OTS prohibits or limits such 4(c) activities); (ii) furnishing or performing management services for a subsidiary savings association; (iii) conducting any insurance agency or escrow business; (iv) holding, managing, or liquidating assets owned by or acquired from a subsidiary savings association; (v) holding or managing properties used or occupied by a subsidiary savings association; (vi) acting as trustee under deeds of trust; or (vii) activities authorized by regulation as of March 5, 1987, to be engaged in by multiple savings and loan holding companies. Although savings and loan holding companies are not subject to specific capital requirements or specific restrictions on the payment of dividends or other capital distributions, federal regulations do prescribe such restrictions on subsidiary savings institutions, as described below. The Bank will be required to notify the Office of Thrift Supervision 30 days before declaring any dividend. In addition, the financial impact of a holding company on its subsidiary institution is a matter that is evaluated by the Office of Thrift Supervision and the agency has authority to order cessation of activities or divestiture of subsidiaries deemed to pose a threat to the safety and soundness of the institution.

Federal Securities Laws. We have filed with the Securities and Exchange Commission a registration statement under the Securities Act of 1933 for the registration of our common stock to be issued pursuant to the conversion. In connection with the conversion, we intend to register our common stock with the Securities and Exchange Commission under Section 12(b) of the Securities Exchange Act of 1934. We will then be subject to the proxy and tender offer rules, insider trading reporting requirements and restrictions, and certain other requirements under the Securities Exchange Act of 1934. Pursuant to Office of Thrift Supervision regulations and the plan of conversion, we have agreed to maintain such registration for a minimum of three years following the conversion.

The Sarbanes-Oxley Act of 2002. As a public company, the Company will be subject to the Sarbanes-Oxley Act of 2002, which implements a broad range of corporate governance and accounting measures for public companies designed to promote honesty and transparency in corporate America and better protect investors from corporate wrongdoing. The Sarbanes-Oxley Act’s principal legislation and the derivative regulation and rule-making promulgated by the SEC includes:

•

the creation of an independent accounting oversight board;

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auditor independence provisions that restrict non-audit services that accountants may provide to their audit clients;

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additional corporate governance and responsibility measures, including the requirement that the chief executive officer and chief financial officer certify financial statements;

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a requirement that companies establish and maintain a system of internal control over financial reporting and that a company’s management provide an annual report regarding its assessment of the effectiveness of such internal control over financial reporting to the company’s independent accountants and that such accountants provide an attestation report with respect to management’s assessment of the effectiveness of the company’s internal control over financial reporting;

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the forfeiture of bonuses or other incentive-based compensation and profits from the sale of an issuer’s securities by directors and senior officers in the twelve month period following initial publication of any financial statements that later require restatement;

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an increase in the oversight of, and enhancement of certain requirements relating to audit committees of public companies and how they interact with the company’s independent auditors;

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the requirement that audit committee members must be independent and are absolutely barred from accepting consulting, advisory or other compensatory fees from the issuer;

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the requirement that companies disclose whether at least one member of the committee is a “financial expert” (as such term is defined by the SEC) and if not, why not;

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expanded disclosure requirements for corporate insiders, including accelerated reporting of stock transactions by insiders and a prohibition on insider trading during pension blackout periods;

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a prohibition on personal loans to directors and officers, except certain loans made by insured financial institutions;

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disclosure of a code of ethics and the requirement of filing of a Form 8-K for a change or waiver of such code;

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mandatory disclosure by analysts of potential conflicts of interest; and

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a range of enhanced penalties for fraud and other violations.

Home Bank

General. As part of the conversion, the Bank will convert from a federally-chartered mutual savings bank to a federally chartered stock savings bank. The Office of Thrift Supervision will continue to be its primary federal regulator and has extensive authority over the operations of federally-chartered savings institutions. As part of this authority, the Bank is required to file periodic reports with the Office of Thrift Supervision and is subject to periodic examinations by the Office of Thrift Supervision and the Federal Deposit Insurance Corporation. The investment and lending authority of savings institutions are prescribed by federal laws and regulations, and such institutions are prohibited from engaging in any activities not permitted by such laws and regulations. Such regulation and supervision is primarily intended for the protection of depositors and the Deposit Insurance Fund (“DIF”) administered by the Federal Deposit Insurance Corporation.

Insurance of Accounts. The deposits of the Bank are insured to the maximum extent permitted by the DIF and are backed by the full faith and credit of the U.S. Government. As insurer, the Federal Deposit Insurance Corporation is authorized to conduct examinations of, and to require reporting by, insured institutions. It also may prohibit any insured institution from engaging in any activity determined by regulation or order to pose a serious threat to the Federal Deposit Insurance Corporation. The Federal Deposit Insurance Corporation also has the authority to initiate enforcement actions against savings institutions, after giving the Office of Thrift Supervision an opportunity to take such action.

Under regulations effective January 1, 2007, the FDIC adopted a new risk-based premium system that provides for quarterly assessments based on an insured institution’s ranking in one of four risk categories based upon supervisory and capital evaluations. Well-capitalized institutions (generally those with CAMELS composite ratings of 1 or 2) are grouped in Risk Category I and assessed for deposit insurance at an annual rate of between five and seven basis points. The assessment rate for an individual institution is determined according to a formula based on a weighted average of the institution’s individual CAMEL component ratings plus either five financial ratios or, in the case of an institution with assets of $10.0 billion or more, the average ratings of its long-term debt. Institutions in Risk Categories II, III and IV assessed at annual rates of 10, 28 and 43 basis points, respectively.

In addition, all institutions with deposits insured by the Federal Deposit Insurance Corporation are required to pay assessments to fund interest payments on bonds issued by the Financing Corporation, a mixed-ownership government corporation established to recapitalize a predecessor to the DIF. The assessment rate for the first quarter of 2007 was .0122% of insured deposits and is adjusted quarterly. These assessments will continue until the Financing Corporation bonds mature in 2019.

The Federal Deposit Insurance Corporation may terminate the deposit insurance of any insured depository institution, including the Bank, if it determines after a hearing that the institution has engaged or is engaging in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, order or any condition imposed by an agreement with the Federal Deposit Insurance Corporation. It also may suspend deposit insurance temporarily during the hearing process for the permanent termination of insurance, if the institution has no tangible capital. If insurance of accounts is terminated, the accounts at the institution at the time of the termination, less subsequent withdrawals, shall continue to be insured for a period of six months to two years, as determined by the Federal Deposit Insurance Corporation. Management is aware of no existing circumstances which would result in termination of the Bank’s deposit insurance.

Regulatory Capital Requirements. OTS regulated savings associations are required to maintain minimum levels of regulatory capital. The Office of Thrift Supervision has established capital standards consisting of a “tangible capital requirement,” a “leverage capital requirement” and “a risk-based capital requirement.” The Office of Thrift Supervision also is authorized to impose capital requirements in excess of these standards on individual institutions on a case-by-case basis.

Current Office of Thrift Supervision capital standards require savings institutions to satisfy the following capital requirements:

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tangible capital requirement – “tangible” capital equal to at least 1.5% of adjusted total assets;

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leverage capital requirement – “core” capital equal to at least 3.0% of adjusted total assets; and

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risk-based capital requirement – “total” capital (a combination of core and “supplementary” capital) equal to at least 8.0% of “risk-weighted” assets.

Core capital generally consists of common stockholders’ equity (including retained earnings). Tangible capital generally equals core capital minus intangible assets, with only a limited exception for purchased mortgage servicing rights. The Bank had no intangible assets at March 31, 2008. Both core and tangible capital are further reduced by an amount equal to a savings institution’s debt and equity investments in subsidiaries engaged in activities not permissible to national banks (other than subsidiaries engaged in activities undertaken as agent for customers or in mortgage banking activities and subsidiary depository institutions or their holding companies). These adjustments do not affect the Bank’s regulatory capital.

In determining compliance with the risk-based capital requirement, a savings institution is allowed to include both core capital and supplementary capital in its total capital, provided that the amount of supplementary capital included does not exceed the savings institution’s core capital. Supplementary capital generally consists of general allowances for loan losses up to a maximum of 1.25% of risk-weighted assets, together with certain other items. In determining the required amount of risk-based capital, total assets, including certain off-balance sheet items, are multiplied by a risk weight based on the risks inherent in the type of assets. The risk weights range from 0% for cash and securities issued by the U.S. Government or unconditionally backed by the full faith and credit of the U.S. Government to 100% for loans (other than qualifying residential loans weighted at 80%) and repossessed assets.

Savings institutions must value securities available for sale at amortized cost for regulatory capital purposes. This means that in computing regulatory capital, savings institutions should add back any unrealized losses and deduct any unrealized gains, net of income taxes, on debt securities reported as a separate component of GAAP capital.

At March 31, 2008, the Bank exceeded all of its regulatory capital requirements.

Any savings institution that fails any of the capital requirements is subject to possible enforcement actions by the Office of Thrift Supervision or the Federal Deposit Insurance Corporation. Such actions could include a capital directive, a cease and desist order, civil money penalties, the establishment of restrictions on the institution’s operations, termination of federal deposit insurance and the appointment of a conservator or receiver. The Office of Thrift Supervision’s capital regulation provides that such actions, through enforcement proceedings or otherwise, could require one or more of a variety of corrective actions.

Prompt Corrective Action. In addition to the regulatory capital requirements for OTS-regulated savings associations discussed above, each federal banking agency has implemented a system of prompt corrective action. The following table shows the amount of capital associated with the different capital categories set forth in the prompt corrective action regulations of the Office of Thrift Supervision.


Capital Category	Total Risk-Based Capital	Tier 1 Risk-Based Capital	Tier 1 Leverage Capital
Well capitalized	10% or more	6% or more	5% or more
Adequately capitalized	8% or more	4% or more	4% or more
Undercapitalized	Less than 8%	Less than 4%	Less than 4%
Significantly undercapitalized	Less than 6%	Less than 3%	Less than 3%

In addition, an institution is “critically undercapitalized” if it has a ratio of tangible equity to total assets that is equal to or less than 2.0%. Under specified circumstances, a federal banking agency may reclassify a well capitalized institution as adequately capitalized and may require an adequately capitalized institution or an undercapitalized institution to comply with supervisory actions as if it were in the next lower category (except that the Federal Deposit Insurance Corporation may not reclassify a significantly undercapitalized institution as critically undercapitalized).

An institution generally must file a written capital restoration plan which meets specified requirements within 45 days of the date that the institution receives notice or is deemed to have notice that it is undercapitalized, significantly undercapitalized or critically undercapitalized. A federal banking agency must provide the institution with written notice of approval or disapproval within 60 days after receiving a capital restoration plan, subject to extensions by the agency. An institution which is required to submit a capital restoration plan must concurrently submit a performance guaranty by each company that controls the institution. In addition, undercapitalized institutions are subject to various regulatory restrictions, and the appropriate federal banking agency also may take any number of discretionary supervisory actions.

At March 31, 2008, the Bank was deemed a well capitalized institution for purposes of the prompt corrective regulations and as such is not subject to the above mentioned restrictions.

The table below sets forth the Bank’s capital position relative to its regulatory capital requirements at March 31, 2008.


	Actual				Required for Capital Adequacy Purposes				To Be Well Capitalized Under Prompt Corrective Action Provisions				Excess Over Well-Capitalized Provisions
	Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount	Ratio
	(Dollars in Thousands)
Tier 1 risk-based capital	$	50,359	19.51	%	$	10,322	4.0	%	$	15,483	6.0	%	34,876	13.51	%
Total risk-based capital		52,549	20.36			20,644	8.0			25,805	10.0		26,744	10.36
Tier 1 leverage capital		50,359	11.75			17,146	4.0			21,432	5.0		28,927	6.75
Tangible capital		50,359	11.75			6,430	1.5			N/A	N/A		N/A	N/A

Capital Distributions. Office of Thrift Supervision regulations govern capital distributions by savings institutions, which include cash dividends, stock repurchases and other transactions charged to the capital account of a savings institution to make capital distributions. A savings institution must file an application for Office of Thrift Supervision approval of the capital distribution if (1) the total capital distributions for the applicable calendar year exceed the sum of the institution’s net income for that year to date plus the institution’s retained net income for the

preceding two years, (2) the institution would not be at least adequately capitalized following the distribution, (3) the distribution would violate any applicable statute, regulation, agreement or Office of Thrift Supervision-imposed condition, or (4) the institution is not eligible for expedited treatment of its filings. If an application is not required to be filed, savings institutions which are a subsidiary of a savings and loan holding company (as well as certain other institutions) must still file a notice with the Office of Thrift Supervision at least 30 days before the board of directors declares a dividend or approves a capital distribution.

Qualified Thrift Lender Test. All savings institutions are required to meet a qualified thrift lender, or QTL, test to avoid certain restrictions on their operations. A savings institution can comply with the QTL test by either qualifying as a domestic building and loan association as defined in the Internal Revenue Code or meeting the Office of Thrift Supervision QTL test.

Currently, the Office of Thrift Supervision QTL test requires that 65% of an institution’s “portfolio assets” (as defined) consist of certain housing and consumer-related assets on a monthly average basis in nine out of every 12 months. To be a qualified thrift lender under the IRS test, the savings institution must meet a “business operations test” and a “60 percent assets test,” each defined in the Internal Revenue Code.

If the savings institution fails to maintain its QTL status, the holding company’s activities are restricted. In addition, it must discontinue any non-permissible business, although the Office of Thrift Supervision may grant a grace period up to two years for good cause. Nonetheless, any company that controls a savings institution that is not a qualified thrift lender must register as a bank holding company within one year of the savings institution’s failure to meet the QTL test.

Statutory penalty provisions require an institution that fails to remain a QTL to either become a national bank or be prohibited from the following:

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Making any new investments or engaging in any new activity not allowed for both a national bank and a savings association;

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Establishing any new branch office unless allowable for a national bank; and

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Paying dividends unless allowable for a national bank.

Three years from the date a savings association should have become or ceases to be a QTL, by failing to meet either QTL test, the institution must comply with the following restriction:

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Dispose of any investment or not engage in any activity unless the investment or activity is allowed for both a national bank and a savings association.

At March 31, 2008, the Bank met the QTL test.

Limitations on Transactions with Affiliates. Transactions between savings institutions and any affiliate are governed by Sections 23A and 23B of the Federal Reserve Act. An affiliate of a savings institution is any company or entity which controls, is controlled by or is under common control with the savings institution. In a holding company context, the parent holding company of a savings institution (such as the Company) and any companies which are controlled by such parent holding company are affiliates of the savings institution. Generally, Section 23A limits the extent to which the savings institution or its subsidiaries may engage in “covered transactions” with any one affiliate to an amount equal to 10% of such institution’s capital stock and surplus, and contain an aggregate limit on all such transactions with all affiliates to an amount equal to 20% of such capital stock and surplus. Section 23B applies to “covered transactions” as well as certain other transactions and requires that all transactions be on terms substantially the same, or at least as favorable, to the savings institution as those provided to a non-affiliate. The term “covered transaction” includes the making of loans to, purchase of assets from and issuance of a guarantee to an affiliate and similar transactions. Section 23B transactions also include the provision of services and the sale of assets by a savings institution to an affiliate. In addition to the restrictions imposed by Sections 23A and 23B, a savings institution is

prohibited from (i) making a loan or other extension of credit to an affiliate, except for any affiliate which engages only in certain activities which are permissible for bank holding companies, or (ii) purchasing or investing in any stocks, bonds, debentures, notes or similar obligations of any affiliate, except for affiliates which are subsidiaries of the savings institution.

In addition, Sections 22(g) and (h) of the Federal Reserve Act place restrictions on loans to executive officers, directors and principal stockholders. Under Section 22(h), loans to a director, an executive officer and to a greater than 10% stockholder of a savings institution, and certain affiliated interests of either, may not exceed, together with all other outstanding loans to such person and affiliated interests, the savings institution’s loans to one borrower limit (generally equal to 15% of the institution’s unimpaired capital and surplus). Section 22(h) also requires that loans to directors, executive officers and principal stockholders be made on terms substantially the same as offered in comparable transactions to other persons unless the loans are made pursuant to a benefit or compensation program that (i) is widely available to employees of the institution and (ii) does not give preference to any director, executive officer or principal stockholder, or certain affiliated interests of either, over other employees of the savings institution. Section 22(h) also requires prior board approval for certain loans. In addition, the aggregate amount of extensions of credit by a savings institution to all insiders cannot exceed the institution’s unimpaired capital and surplus. Furthermore, Section 22(g) places additional restrictions on loans to executive officers. At March 31, 2008, the Bank was in compliance with the above restrictions.

Privacy Requirements of the Gramm-Leach-Bliley Act. The Gramm-Leach-Bliley Act of 1999 provided for sweeping financial modernization for commercial banks, savings banks, securities firms, insurance companies, and other financial institutions operating in the United States. Among other provisions, the Gramm-Leach-Bliley Act places limitations on the sharing of consumer financial information with unaffiliated third parties. Specifically, the Gramm-Leach-Bliley Act requires all financial institutions offering financial products or services to retail customers to provide such customers with the financial institution’s privacy policy and provide such customers the opportunity to “opt out” of the sharing of personal financial information with unaffiliated third parties.

Anti-Money Laundering. On October 26, 2001, in response to the events of September 11, 2001, the President of the United States signed into law the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (referred to as the USA PATRIOT Act). The USA PATRIOT Act significantly expands the responsibilities of financial institutions, including savings and loan associations, in preventing the use of the U.S. financial system to fund terrorist activities. Title III of the USA PATRIOT Act provides for a significant overhaul of the U.S. anti-money laundering regime. Among other provisions, it requires financial institutions operating in the United States to develop new anti-money laundering compliance programs, due diligence policies and controls to ensure the detection and reporting of money laundering. Such compliance programs are intended to supplement existing compliance requirements, also applicable to financial institutions, under the Bank Secrecy Act and the Office of Foreign Assets Control Regulations. We have established policies and procedures to ensure compliance with the USA PATRIOT Act’s provisions, and the impact of the USA PATRIOT Act on our operations has not been material.

Federal Home Loan Bank System. The Bank is a member of the Federal Home Loan Bank of Dallas, which is one of 12 regional Federal Home Loan Banks that administers the home financing credit function of savings institutions. Each Federal Home Loan Bank serves as a reserve or central bank for its members within its assigned region. It is funded primarily from proceeds derived from the sale of consolidated obligations of the Federal Home Loan Bank System. It makes loans to members ( i.e. , advances) in accordance with policies and procedures established by the Board of Directors of the Federal Home Loan Bank. At March 31, 2008, the Bank had $23.4 million of Federal Home Loan Bank advances.

As a member, the Bank is required to purchase and maintain stock in the Federal Home Loan Bank of Dallas in an amount equal to at least 1% of its aggregate unpaid residential mortgage loans or similar obligations at the beginning of each year. At March 31, 2008, the Bank had $1.3 million in Federal Home Loan Bank stock, which was in compliance with this requirement.

The Federal Home Loan Banks are required to provide funds for the resolution of troubled savings institutions and to contribute to affordable housing programs through direct loans or interest subsidies on advances targeted for

community investment and low- and moderate-income housing projects. These contributions have adversely affected the level of Federal Home Loan Bank dividends paid in the past and could do so in the future. These contributions also could have an adverse effect on the value of Federal Home Loan Bank stock in the future.

Federal Reserve System. The Federal Reserve Board requires all depository institutions to maintain reserves against their transaction accounts (primarily NOW and Super NOW checking accounts) and non-personal time deposits. Because required reserves must be maintained in the form of vault cash or a noninterest-bearing account at a Federal Reserve Bank, the effect of this reserve requirement is to reduce an institution’s earning assets. At March 31, 2008, the Bank had met its reserve requirement.

TAXATION

Federal Taxation

General. The Company and the Bank will be subject to federal income taxation in the same general manner as other corporations with some exceptions listed below. The following discussion of federal, state and local income taxation is only intended to summarize certain pertinent income tax matters and is not a comprehensive description of the applicable tax rules. The Bank’s federal income tax returns for taxable years through December 31, 2003 have been closed for purposes of examination by the Internal Revenue Service. As a result, all tax returns through that date may no longer be audited.

Upon completion of the conversion, the Company will file a consolidated federal income tax return with the Bank. Accordingly, it is anticipated that any cash distributions made by the Company to its shareholders would be treated as cash dividends and not as a non-taxable return of capital to shareholders for federal and state tax purposes.

Method of Accounting. For federal income tax purposes, the Bank reports income and expenses on the accrual method of accounting and uses a December 31 tax year for filing its federal income tax return.

Bad Debt Reserves. The Small Business Job Protection Act of 1996 eliminated the use of the unique reserve method of accounting for bad debt reserves by savings associations, effective for taxable years beginning after 1995. Prior to that time, the Bank was permitted to establish a reserve for bad debts and to make additions to the reserve. These additions could, within specified formula limits, be deducted in arriving at taxable income. As a result of the Small Business Job Protection Act of 1996, savings associations must use the same service method as banks in computing their bad debt deduction beginning with their 1996 federal tax return. In addition, federal legislation required the recapture over a six year period of the excess of tax bad debt reserves at December 31, 1995 over those established as of December 31, 1987.

Taxable Distributions and Recapture. Prior to the Small Business Job Protection Act of 1996, bad debt reserves created prior to January 1, 1988 were subject to recapture into taxable income if the Bank failed to meet certain thrift asset and definitional tests. New federal legislation eliminated these savings association related recapture rules. However, under current law, pre-1988 reserves remain subject to recapture should the Bank make certain non-dividend distributions or cease to maintain a bank charter.

At March 31, 2008, the total federal pre-1988 reserve was approximately $5.8 million. The reserve reflects the cumulative effects of federal tax deductions by the Bank for which no federal income tax provisions have been made.

Alternative Minimum Tax. The Internal Revenue Code imposes an alternative minimum tax at a rate of 20% on a base of regular taxable income plus certain tax preferences. The alternative minimum tax is payable to the extent such alternative minimum tax income is in excess of the regular income tax. Net operating losses, of which the Bank has none, can offset no more than 90% of alternative minimum taxable income. Certain payments of alternative minimum tax may be used as credits against regular tax liabilities in future years. The Bank has not been subject to the alternative minimum tax or any such amounts available as credits for carryover.

Net Operating Loss Carryovers. For net operating losses in years beginning after August 5, 1997, net operating losses can be carried back to the two years proceeding the loss year and forward to the 20 years following the loss year. At March 31, 2008, the Bank had no net operating loss carry forwards for federal income tax purposes.

Corporate Dividends-Received Deduction. Home Bancorp will be able to exclude from its income 100% of dividends received from Home Bank as a member of the same affiliated group of corporations. The corporate dividends received deduction is 80% in the case of dividends received from corporations which a corporate recipient owns less than 80%, but at least 20% of the distribution corporation. Corporations which own less than 20% of the stock of a corporation distributing a dividend may deduct only 70% of dividends received.

State Taxation

The Company will be subject to the Louisiana Corporation Income Tax based on our Louisiana taxable income. The Corporation Income Tax applies at graduated rates from 4% upon the first $25,000 of Louisiana taxable income to 8% on all Louisiana taxable income in excess of $200,000. For these purposes, “Louisiana taxable income” means net income which is earned by us within or derived from sources within the State of Louisiana, after adjustments permitted under Louisiana law, including a federal income tax deduction. In addition, the Bank will be subject to the Louisiana Shares Tax which is imposed on the assessed value of a company’s stock. The formula for deriving the assessed value is to calculate 15% of the sum of:

(a)

20% of our capitalized earnings, plus

(b)

80% of our taxable stockholders’ equity, minus

(c)

50% of our real and personal property assessment.

Various items may also be subtracted in calculating a company’s capitalized earnings. We believe that the Louisiana Shares Tax will result in a significant additional tax liability following the conversion on an annual basis. See “Pro Forma Data.”

MANAGEMENT

Management of Home Bancorp, Inc.

The board of directors of the Company is divided into three classes, each of which contains approximately one-third of the board. The directors will be elected by the shareholders of the Company for staggered three-year terms, or until their successors are elected and qualified. One class of directors, consisting of Messrs. Busch, Hendry and Dailey has a term of office expiring at the first annual meeting of shareholders, a second class consisting of Messrs. Maraist and Bourgeois has a term of office expiring at the second annual meeting of shareholders and a third class, consisting of Messrs. Bordelon, Judice and Blanchet has a term of office expiring at the third annual meeting of shareholders. Their names and biographical information are set forth under “–Management of Home Bank.” Mr. Dailey was appointed to the Board of Directors of the Bank pursuant to the terms of the merger agreement whereby the Bank acquired Crowley Building and Loan Association in 2006. Pursuant to the terms of the acquisition agreement, the Bank entered into a three-year employment agreement with Mr. Dailey. No directors or executive officers are related to each other.

The following individuals are executive officers of Home Bancorp and hold the offices set forth below opposite their names.


Executive		Position Held with Company
John W. Bordelon		President and Chief Executive Officer
Darren E. Guidry		Executive Vice President
Joseph B. Zanco		Executive Vice President and Chief Financial Officer

The executive officers of the Company are elected annually and hold office until their respective successors have been elected and qualified or until death, resignation or removal by the board of directors.

Information concerning the principal occupations, employment and compensation of the directors and officers of the Company during the past five years is set forth under “– Management of Home Bank,” “– Executive Officers Who Are Not Also Directors,” “– Director Compensation,” “– Executive Compensation,” “– Benefit Plans” and “New Stock Benefit Plans.” Initially, directors are not expected to receive additional compensation for serving as directors of the Company. It is not anticipated that separate compensation will be paid to directors of the Company unless such persons devote significant time to the separate management of the Company’s affairs. The Company may determine that such compensation is appropriate in the future.

Management of Home Bank

The following table sets forth certain information regarding the directors of Home Bancorp, all of whom are also directors of the Bank.


Name	Age	Position with Home Bank and Principal Occupation During the Past Five Years	Director of the Bank Since
Michael P. Maraist	60	Chairman of the Board. Owner and Chief Financial Officer of Timco Services Inc., a provider of oilfield tools and services located in Lafayette, Louisiana.	2004

John W. Bordelon	52	Director, President and Chief Executive Officer of Home Bank since 1993. Previously served in various management and other positions since joining the Bank in 1981.	1990

Paul J. Blanchet, III	53	Director. Partner in Broussard Poche Lewis & Breaux, LLP. a public accounting firm located in Lafayette, Louisiana.	2002

Richard J. Bourgeois	61	Director. Physician and surgeon, Lafayette, Louisiana.	1994

Henry William Busch, Jr.	67	Director and Secretary. President of Mike Baker Brick of Lafayette, Louisiana.	1993

Lester James Dailey	69	Director and First Vice President of Home Bank since July 2006. Former Chief Executive Officer of Crowley Building & Loan Association, Crowley, Louisiana from 1980 through June 2006.	2006

John A. Hendry	58	Director. Pediatric Dentist, Lafayette, Louisiana.	2000

Marc W. Judice	61	Director. President of Judice & Adley PLC, a law firm located in Lafayette, Louisiana.	1996

Executive Officers Who Are Not Also Directors

Darren E. Guidry. Age 45. Mr. Guidry has served as an Executive Vice President and Chief Lending Officer for the Bank since 1993.

Joseph B. Zanco. Age 38. Mr. Zanco joined the Bank in April 2008 as Executive Vice President and Chief Financial Officer. Previously, Mr. Zanco served as Controller at IberiaBank Corporation since May 2003 and, prior thereto, as Internal Audit Manager at Iberia Bank.

In order to support its expanding operations, the Bank plans to hire an additional executive officer in 2008 to serve as its Executive Vice President and Chief Operations Officer.

Director Compensation

Our directors currently receive an annual retainer of $14,000 plus $500 per Board meeting attended. During 2007, the Bank’s directors received a monthly fee of $1,600 and an additional $350 for attending meetings for committees of the board.

The table below summarizes the total compensation paid to our employee directors for the fiscal year ended December 31, 2007, except for Mr. Bordelon who is in the Summary Compensation Table below.


Name	Fees Earned or Paid in Cash		All Other Compensation			Total
Michael P. Marist	$	28,650	$	—		$	28,650
Paul J. Blanchet, III		26,200		—			26,200
Richard J. Bourgeois		23,400		—			23,400
Henry William Busch, Jr.		24,450		—			24,450
Lester James Dailey		19,200		83,788	⁽¹⁾		102,988
John A. Hendry		23,750		—			23,750
Marc W. Judice		30,750		—			30,750

⁽¹⁾

Includes salary of $75,000, employer contributions under the Bank’s 401(k) Profit Sharing Plan and automobile expense. Mr. Dailey previously served as President and Chief Executive Officer of Crowley Building and Loan Association. At the time of the Bank’s acquisition of the association in June 2006, it entered into an agreement with Mr. Dailey which provides that he shall be employed by the Bank as First Vice President and Crowley City President. The employment agreement provides for a minimum base salary of $75,000 and has a three-year term with automatic one-day extensions on a daily basis, unless notice is given not to extend the agreement, subject to a final termination date of December 31, 2011.

Summary Compensation Table

The table below summarizes the total compensation paid or earned by our chief executive officer and the next two highest compensated executive officers (which we refer to as the “named executive officers”) for the fiscal year ended December 31, 2007.


Name and Principal Position	Year	Salary		Bonus		Nonqualified Deferred Compensation Earnings		All Other Compensation ⁽¹⁾		Total

John W. Bordelon President and Chief Executive Officer	2007	$	185,600	$	54,757	$	—	$	74,921	$	315,278

Darren E. Guidry Executive Vice President and Chief Lending Officer	2007		116,085		27,739		—		36,659		180,483

Sandra S. Chalmers ⁽²⁾ Executive Vice President and Chief Financial Officer	2007		125,889		13,343		—		17,063		156,495

(Footnotes on next page)

⁽¹⁾

Includes for Messrs. Bordelon and Guidry and Ms. Chalmers, employer contributions under the Bank’s 401(k) Profit Sharing Plan, the payment of premiums for split dollar life insurance and payment for unused vacation; for Messrs. Bordelon and Guidry, club dues and personal use of a cellular telephone; and for Mr. Bordelon, directors fees of $19,200 and the payment of premiums for long term disability insurance.

⁽²⁾	Ms. Chalmers resigned for personal reasons effective April 16, 2008.

The Bank is a mutual savings bank and has not granted any equity awards or stock options to date. The Bank does not maintain any non-equity incentive plans.

Benefit Plans

Salary Continuation Agreements. Effective August 1, 2007, the Bank entered into a salary continuation agreement with its President, John W. Bordelon. The agreement provides that Mr. Bordelon will receive an annual retirement benefit for a period of 10 years, with the annual benefit equal to $180,000 if he retires at age 62 and increasing each additional year he remains employed until the annual benefit reaches $214,000 if he retires after age 65. The retirement benefits vest over a period of 10 years, with 50% of the benefit vesting in 2007. In the event of early retirement, the Bank will pay Mr. Bordelon his vested benefits in 120 equal monthly installments upon his attaining age 62. If Mr. Bordelon dies while still employed, the Bank will pay Mr. Bordelon’s beneficiary an annual benefit of $360,000 each year for five years, payable in monthly installments.

If Mr. Bordelon has a separation from service within 24 months following a change in control but prior to reaching age 62, the Bank shall pay him $180,000 per year in 12 equal monthly installments for ten years, beginning the earlier of 24 months after separation from service or age 62. If the separation from service occurs more than 24 months following a change in control, the annual benefit shall be distributed beginning at age 62.

Similar nonqualified salary continuation agreements were entered into with Darren Guidry and Sandra S. Chalmers, effective August 1, 2007. Ms. Chalmers did not have any vested benefit under her agreement when she resigned in April 2008, and she will not receive any benefits under her agreement. Mr. Guidry’s agreement provides for a retirement benefit of $75,000 per year if he remains employed until age 65, payable in equal monthly installments for a period of ten years. His retirement benefits vest over a period of 12 years, commencing August 1, 2008. In the event of early retirement, the Bank will pay Mr. Guidry his vested benefits in 120 equal monthly installments upon his attaining age 65. If Mr. Guidry dies while still employed, the Bank will pay his beneficiary an annual benefit of $75,000 each year for ten years, payable in monthly installments. If Mr. Guidry has a separation from service within 24 months following a change in control but prior to reaching age 65, the Bank shall pay him the vested portion of his annual benefit in a lump sum on the first day of the month following the separation from service. In each case, benefits are subject to a six-month delay to the extent required by the Internal Revenue Code.

Proposed Employment Agreements. Prior to consummation of the conversion, it is anticipated that the Company and the Bank will enter into employment agreements with Messrs. Bordelon, Guidry and Zanco. These agreements will fully comply with all applicable regulations of the OTS and will have industry standard terms.

New Stock Benefit Plans

Employee Stock Ownership Plan. The Company has established an employee stock ownership plan for our employees to become effective upon the conversion. Employees who have been credited with at least 500 hours of service during a six-month period and who have attained age 21 are eligible to participate in the Company’s employee stock ownership plan.

As part of the conversion, in order to fund the purchase of up to 8.0% of the common stock issued in the conversion, or 510,000 shares and 793,500 shares based on the minimum and 15% above the maximum of the offering range, respectively, we anticipate that the employee stock ownership plan will borrow funds from Home Bancorp. We anticipate that such loan will equal 100% of the aggregate purchase price of the common stock acquired by our employee stock ownership plan. We have agreed to loan the employee stock ownership plan the funds necessary to purchase shares. If the employee stock ownership plan’s order is not completely filled in the offering we expect that the employee stock ownership plan will purchase shares in the open market after the conversion is completed at a price which may be more or less than $10.00 per share. The loan to the employee stock ownership plan will be repaid principally from the Bank’s contributions to the employee stock ownership plan and the collateral for the loan will be the common stock purchased by the employee stock ownership plan. The term of the loan is expected to be 20 years. The interest rate for the employee stock ownership plan loan will be fixed and is expected to be at the prime rate at the date the employee stock ownership plan enters into the loan. We may, in any plan year, make additional discretionary contributions for the benefit of plan participants in either cash or shares of common stock, which may be acquired through the purchase of outstanding shares in the market or from individual shareholders, upon the original issuance of additional shares by the Company or upon the sale of treasury shares by the Company. Such purchases, if made, would

be funded through additional borrowings by the employee stock ownership plan or additional contributions from the Company or from the Bank. The timing, amount and manner of future contributions to the employee stock ownership plan will be affected by various factors, including prevailing regulatory policies, the requirements of applicable laws and regulations and market conditions.

Shares purchased by our employee stock ownership plan with the loan proceeds will be held in a suspense account and released for allocation to participants on a pro rata basis as debt service payments are made. Shares released from the employee stock ownership plan will be allocated to each eligible participant’s employee stock ownership plan account based on the ratio of each such participant’s compensation to the total compensation of all eligible employee stock ownership plan participants. Forfeitures may be used for several purposes such as the payment of expenses or be reallocated among remaining participating employees. Upon the completion of six years of service, the account balances of participants within the employee stock ownership plan will become 100% vested. Credit is given for years of service with the Bank prior to adoption of the employee stock ownership plan. In the case of a “change in control,” as defined in the employee stock ownership plan, however, participants will become immediately fully vested in their account balances. Participants will also become fully vested in their account balances upon death, disability or retirement. Benefits may be payable upon retirement or separation from service.

Generally accepted accounting principles require that any third party borrowing by our employee stock ownership plan be reflected as a liability on our statement of financial condition. Since the employee stock ownership plan is borrowing from us, the loan will not be treated as a liability but instead will be excluded from shareholders’ equity. If the employee stock ownership plan purchases newly issued shares from the Company, total shareholders’ equity would neither increase nor decrease, but per share shareholders’ equity and per share net earnings would decrease as the newly issued shares are allocated to the employee stock ownership plan participants.

Our employee stock ownership plan will be subject to the requirements of the Employee Retirement Income Security Act of 1974, as amended, and the applicable regulations of the IRS and the Department of Labor.

Stock Option Plan. Following completion of the conversion, we intend to adopt a stock option plan, which will be designed to attract and retain qualified personnel, provide directors, officers and employees with a proprietary interest in the Company as an incentive to contribute to our success and reward employees for outstanding performance. The stock option plan will provide for the grant of incentive stock options intended to comply with the requirements of Section 422 of the Internal Revenue Code and non-incentive or compensatory stock options. Options may be granted to our directors, officers and employees. The stock option plan will be administered and interpreted by a committee of the board of directors composed of independent directors. Unless terminated earlier, the stock option plan shall continue in effect for a period of 10 years from the date the stock option plan is adopted by the board of directors.

Under the stock option plan, a committee will determine which directors, officers and employees will be granted options, whether options will be incentive or compensatory options, the number of shares subject to each option, the exercise price of each option, whether options may be exercised by delivering other shares of common stock and when such options become exercisable. The per share exercise price of an incentive stock option will be at least equal to the fair market value of a share of common stock on the date the option is granted, or 110% of fair market value in the case of incentive stock options granted to employees who are 10% shareholders.

At a meeting of our shareholders to be held at least six months after the conversion, we intend to present the stock option plan to shareholders for their approval and to reserve an amount equal to 10.0% of the shares of common stock issued in the conversion, which would be 637,500 shares or 991,875 shares based on the minimum and 15% above the maximum of the offering range, respectively, for issuance under the stock option plan. Applicable regulations of the Office of Thrift Supervision require that if the stock option plan is adopted within twelve months after the conversion, it must be approved by a majority of the total votes eligible to be cast by shareholders. If the stock option plan is implemented more than one year after the conversion, the plan must be approved by a majority of the shares of the Company present and voting at the meeting of shareholders. In addition, applicable Office of Thrift Supervision regulations provide that, in the event such plan is implemented within one year after the conversion, no individual officer or employee may receive more than 25% of the options granted under the stock option plan and non-employee directors may not receive more than 5% individually, or 30% in the aggregate of the options granted under the stock option plan. Office of Thrift Supervision regulations also provide that the exercise price of any options granted under any such plan

must be at least equal to the fair market value of the common stock as of the date of grant. Further, options under such plan generally are required to vest over at least a five year period at no faster than 20% per year. The Company intends that the stock option plan will comply with all applicable regulations of the Office of Thrift Supervision. Each stock option or portion thereof will be exercisable at any time on or after it vests and will be exercisable until 10 years after its date of grant or for periods of up to five years following the death, disability or other termination of the optionee’s employment or service as a director. However, failure to exercise incentive stock options within ninety days after the date on which the optionee’s employment terminates may result in the loss of incentive stock option treatment for federal income tax purposes.

At the time an option is granted pursuant to the stock option plan, the recipient will not be required to make any payment in consideration for such grant. With respect to incentive or compensatory stock options, the optionee will be required to pay the applicable exercise price at the time of exercise in order to receive the underlying shares of common stock. The shares reserved for issuance under the stock option plan may be authorized but previously unissued shares, treasury shares, or shares purchased by the Company on the open market or from private sources. In the event of a stock split, reverse stock split or stock dividend, the number of shares of common stock under the stock option plan, the number of shares to which any option relates and the exercise price per share under any option shall be adjusted to reflect such increase or decrease in the total number of shares of common stock outstanding. If we declare a special cash dividend or return of capital after we implement the stock option plan in an amount per share which exceeds 10% of the fair market value of a share of common stock as of the date of declaration, the per share exercise price of all previously granted options which remain unexercised as of the date of such declaration shall, subject to certain limitations, be proportionately adjusted to give effect to the special cash dividend or return of capital as of the date of payment of such special cash dividend or return of capital.

Under current provisions of the Internal Revenue Code, the federal income tax treatment of incentive stock options and compensatory stock options is different. A holder of incentive stock options who meets certain holding period requirements will not recognize income at the time the option is granted or at the time the option is exercised, and a federal income tax deduction generally will not be available to us at any time as a result of such grant or exercise. With respect to compensatory stock options, the difference between the fair market value on the date of exercise and the option exercise price generally will be treated as compensation income upon exercise, and we will be entitled to a deduction in the amount of income so recognized by the optionee.

Stock Recognition and Retention Plan. After completion of the conversion, we also intend to adopt a stock recognition and retention plan for our directors, officers and employees. The objective of the stock recognition and retention plan will be to enable us to provide directors, officers and employees with a proprietary interest in the Company as an incentive to contribute to our success. We intend to present the stock recognition and retention plan to our shareholders for their approval at a meeting of shareholders. Applicable Office of Thrift Supervision regulations provide that, in the event the stock recognition and retention plan is implemented within one year after the conversion, no individual officer or employee may receive more than 25% of the shares granted under the plan and non-employee directors may not receive more than 5% individually, or 30% in the aggregate of the shares granted under the stock recognition and retention plan. Applicable Office of Thrift Supervision regulations provide that, in the event such plan is implemented within one year after the conversion, shares granted under the plan generally are required to vest over at least a five year period at no faster than 20% per year. In addition, applicable regulations of the Office of Thrift Supervision require that if the stock recognition and retention is adopted within twelve months after the conversion, it must be approved by a majority of the total votes eligible to be cast by shareholders. If the stock recognition and retention plan is implemented more than one year after the conversion, the plan must be approved by a majority of the shares of the Company present and voting at the meeting of shareholders. The Company intends that the stock recognition and retention plan will comply with all then applicable regulation of the Office of Thrift Supervision.

The stock recognition and retention plan will be administered by a committee of the Company’s board of directors, which will have the responsibility to invest all funds contributed to the trust created for the stock recognition and retention plan. We will contribute sufficient funds to the trust so that it can purchase, following the receipt of shareholder approval, a number of shares equal to an aggregate of 4.0% of the common stock issued in the conversion, which would be 255,000 shares or 396,750 shares based on the minimum and 15% above the maximum of the offering range, respectively. Shares of common stock granted pursuant to the stock recognition and retention plan generally will be in the form of restricted stock vesting as described above. For accounting purposes, compensation expense in the

amount of the fair market value of the common stock at the date of the grant to the recipient will be recognized pro rata over the period during which the shares are payable. A recipient will be entitled to all voting and other shareholder rights, except that the shares, while restricted, may not be sold, pledged or otherwise disposed of and are required to be held in the trust. Under the terms of the stock recognition and retention plan, recipients of awards will be entitled to instruct the trustees of the stock recognition and retention plan as to how the underlying shares should be voted, and the trustees will be entitled to vote all unallocated shares in their discretion. If a recipient’s employment is terminated as a result of death or disability, all restrictions will expire and all allocated shares will become unrestricted. We will be able to terminate the stock recognition and retention plan at any time, and if we do so, any shares not allocated will revert to the Company. Recipients of grants under the stock recognition and retention plan will not be required to make any payment at the time of grant or when the underlying shares of common stock become vested, other than for certain recipients, payment of withholding taxes.

Transactions With Related Persons

Loans and Extensions of Credit. The Bank offers mortgage loans to its directors, officers and employees as well as members of their immediate families for the financing of their primary residences and certain other loans. These loans are generally made on substantially the same terms as those prevailing at the time for comparable transactions with non-affiliated persons. It is the belief of management that these loans neither involve more than the normal risk of collectibility nor present other unfavorable features to the Bank.

Section 22(h) of the Federal Reserve Act generally provides that any credit extended by a savings institution, such as the Bank, to its executive officers, directors and, to the extent otherwise permitted, principal stockholder(s), or any related interest of the foregoing, must be on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions by the savings institution with non-affiliated parties; unless the loans are made pursuant to a benefit or compensation program that (i) is widely available to employees of the institution and (ii) does not give preference to any director, executive officer or principal stockholder, or certain affiliated interests of either, over other employees of the savings institution, and must not involve more than the normal risk of repayment or present other unfavorable features.

The aggregate amount of loans by the Bank to its executive officers and directors was approximately $830,000 at March 31, 2008, or approximately 1.62% of total equity at such date. These loans were performing according to their original terms at March 31, 2008.

Review, Approval or Ratification of Transactions with Related Persons. Regulations of the Office of Thrift Supervision require that if any director or executive officer has any interest in a matter to be considered by the Bank’s board of directors, he or she must fully disclose such interest, refrain from participating in the board’s discussion of the matter and recuse him or herself from voting on the matter. The Bank and its directors and executive officers, adheres to the regulations of the Office of Thrift Supervision in acting upon any matter in which a director or executive officer has a direct or indirect personal interest. Such matters may be approved by the board provided that a majority of the non-interested directors conclude that the transaction is in the best interests of the Bank and consistent with all Federal regulations and the Bank’s policies. The board’s minutes will reflect the interest of the subject director or executive officer and note that he or she did not participate in the discussion of, or vote on, the matter.

PROPOSED MANAGEMENT PURCHASES

The following table sets forth, for each of our directors and executive officers (and their associates) and for all of our directors and executive officers as a group, the proposed purchases of common stock, assuming the offering is closed at the maximum of the offering range and assuming sufficient shares are available to satisfy their subscriptions.


Name	Number of Shares	Amount($)		Percent ⁽¹⁾
Directors:
Michael P. Maraist	100,000	$	1,000,000	1.2	%
John W. Bordelon	60,000		600,000	0.7
Paul J. Blanchet, III	20,000		200,000	0.2
Richard J. Bourgeois	100,000		1,000,000	1.2
Henry William Busch, Jr.	100,000		1,000,000	1.2
Lester James Dailey	25,000		250,000	0.3
John A. Hendry	100,000		1,000,000	1.2
Marc W. Judice	82,500		825,000	1.0
Other Executive Officers:
Darren Guidry	30,000		300,000	0.4
Joseph B. Zanco	10,000		100,000	0.1

All Directors and Executive Officers as a Group (10 persons)	627,500	$	6,275,000	7.3	%

⁽¹⁾	Based on the maximum of the offering range.

THE CONVERSION AND OFFERING

The boards of directors of Home Bancorp and Home Bank have approved the plan of conversion, as has the Office of Thrift Supervision, subject to approval by the members of Home Bank entitled to vote on the matter and the satisfaction of certain other conditions. Office of Thrift Supervision approval, however, does not constitute a recommendation or endorsement of the plan of conversion by the Office of Thrift Supervision.

General

On April 3, 2008, the board of directors of Home Bank unanimously approved the plan of conversion pursuant to which we will be converted from a federally chartered mutual savings bank to a federally chartered stock savings bank to be known as “Home Bank,” and we will offer and sell the common stock of the Company. The Company will hold all of the common stock of the Bank following the conversion. The plan of conversion has been conditionally approved by the Office of Thrift Supervision, subject to, among other things, approval of the plan by the members of the Bank. A special meeting has been called for this purpose to be held on , 2008.

In adopting the plan of conversion, our board of directors determined that the conversion was advisable and in the best interests of us and our members. The board further determined that the interests of certain depositors in the net worth of the Bank would be equitably provided for and that the conversion would not have any adverse impact on the reserves and net worth of the Bank.

We have received approval from the Office of Thrift Supervision for the Company to become a savings and loan holding company and to acquire all of the common stock of the Bank. One-half of the net proceeds from the sale of the common stock of the Company in the offering will be transferred to the Bank with the remaining net proceeds being retained by the Company for our general corporate purposes. Based on the minimum and maximum of the offering range, we intend to use approximately $5.1 million, and approximately $6.9 million, at the minimum and maximum of the offering range, respectively, of the net proceeds retained by us to loan funds to our employee stock ownership plan to

enable it to purchase up to 8% of the common stock of the Company. The conversion will not be completed unless we sell shares of common stock equal to our appraised value.

The plan of conversion provides generally that we will offer shares of common stock for sale in the subscription offering to eligible account holders, our employee stock ownership plan, supplemental eligible account holders and other members of the Bank. In addition, subject to the prior rights of holders of subscription rights, we may elect to offer the shares of common stock not subscribed for in the subscription offering, if any, for sale in a community offering commencing during or upon completion of the subscription offering. See “– Subscription Offering and Subscription Rights” and “– Community Offering.” We have the right to accept or reject, in whole or in part, any orders to purchase shares of common stock received in the community offering.

The aggregate price of the shares of common stock to be issued in the conversion will be within the offering range, which was determined based upon an independent appraisal of the estimated pro forma market value of the common stock. The offering range is currently $63.8 million to $86.3 million. All shares of the Company’s common stock to be issued and sold in the conversion will be sold at the same price. The independent appraisal will be affirmed or, if necessary, updated before we complete the conversion. The appraisal has been performed by RP Financial, a consulting firm experienced in the valuation and appraisal of savings institutions. See “–How We Determined the Price Per Share and the Offering Range” for more information as to how the estimated pro forma market value of the common stock was determined.

The following discussion of the conversion summarizes the material aspects of the plan of conversion. The summary is qualified in its entirety by reference to the provisions of the plan of conversion. A copy of the plan of conversion is available for inspection at the offices of the Bank and at the offices of the Office of Thrift Supervision. The plan of conversion is also filed as an exhibit to the registration statement of which this prospectus is a part, copies of which may be obtained from the SEC. See “Where You Can Find Additional Information.”

Purposes of Conversion

As a mutual savings bank, we do not have shareholders and we have no authority to issue capital stock. By converting to the capital stock form of organization, we will be structured in the form used by commercial banks, most business entities and a growing number of savings institutions. The conversion will result in an increase in our capital base, which will support our operations.

We believe that this is the right time for the Bank to convert to the stock form. The primary reasons for the conversion and offering are:

•

To support future growth and geographic expansion of our banking operations in our current market areas and contiguous markets.

•

To enhance our future profitability and earnings through reinvesting and leveraging the proceeds, primarily through traditional funding and lending activities.

•

To enhance our current compensation programs through the addition of stock-based benefit plans, which we expect will help us to attract and retain qualified directors, officers and employees.

•

To facilitate our ability to make acquisitions of other institutions in the future (although we do not currently have any plans, agreements or understandings regarding any acquisition transactions).

branch offices in Baton Rouge, Louisiana in 2008 and one additional branch office in the Baton Rouge market area during 2009. We then expect to consider further geographic expansion of our banking franchise into other markets in southern Louisiana. We hope to be able to use these new branches to enhance our community banking efforts in the areas in which we open new offices. In addition, we believe that there may be opportunities to make acquisitions of other financial institutions in the future, although we do not currently have any plans, agreements or understanding regarding any acquisition transactions. The proceeds from the offering as well as the stock form of ownership will facilitate our ability to consider acquisitions in the future.

The conversion will permit our customers and possibly other members of the local community and of the general public to become equity owners and to share in our future. The conversion also will provide additional funds for lending and investment activities and facilitate future access to the capital markets. The holding company form of organization will provide additional flexibility to diversify our business activities through subsidiaries, or through acquisition of or mergers with other financial institutions, as well as other companies. Although there are no current arrangements, understandings or agreements regarding any such opportunities, we will be in a position after the conversion, subject to regulatory limitations and our financial position, to take advantage of any such opportunities that may arise.

Effects of Conversion

General. Before the conversion, each of our depositors has both a deposit account and a pro rata ownership interest in the net worth of the Bank, which interest may only be realized in the event of a liquidation of the Bank. However, this ownership interest is tied to the depositor’s account and has no tangible market value separate from such deposit account. A depositor who reduces or closes his account receives nothing for his ownership interest in the net worth of the Bank, which is lost to the extent that the balance in the account is reduced.

Consequently, our depositors normally cannot realize the value of their ownership interest, which has realizable value only in the unlikely event that we were liquidated. In such event, the depositors of record at that time, as owners, would share pro rata in any residual surplus and reserves of the Bank after other claims, including claims of depositors to the amount of their deposits, are paid.

When we convert to stock form, permanent nonwithdrawable capital stock will be created to represent the ownership of the net worth of the Bank, and the Bank will become a wholly owned subsidiary of the Bancorp. The Company’s common stock will be separate and apart from deposit accounts of the Bank and such stock cannot be and will not be insured by the Federal Deposit Insurance Corporation or any other governmental agency. Certificates will be issued to evidence ownership of the Company common stock. These stock certificates will be transferable, and therefore the stock may be sold or traded if a purchaser is available with no effect on any account the seller may hold in the Bank.

Continuity. While the conversion is being accomplished, our normal banking business of accepting deposits and making loans will continue without interruption. We will continue to be subject to regulation by the Office of Thrift Supervision and the Federal Deposit Insurance Corporation. After the conversion, we will continue to provide services for depositors and borrowers under current policies by our present management and staff.

Our current directors and officers will continue to serve as directors and officers of Home Bank after the conversion. The directors and officers of the Company consist of individuals currently serving as directors and officers of the Bank, and they will retain their positions in the Bank after the conversion.

Effect on Deposit Accounts. Under the plan of conversion, each depositor in the Bank at the time of the conversion will automatically continue as a depositor after the conversion, and each such deposit account will remain the same with respect to deposit balance, interest rate and other terms, except to the extent that funds in the account are withdrawn to purchase the common stock with respect to those depositors who authorize such a withdrawal and except with respect to voting and liquidation rights. Each such account will be insured by the Federal Deposit Insurance Corporation to the same extent as before the conversion. Depositors will continue to hold their existing certificates, passbooks and other evidences of their accounts.

Effect on Loans. No loan outstanding from the Bank will be affected by the conversion, and the amount, interest rate, maturity and security for each loan will remain as they were contractually fixed prior to the conversion.

Effect on Voting Rights of Members. At present, all depositors and certain borrowers of the Bank are members of, and have voting rights in, the Bank as to all matters requiring membership action. When we complete the conversion, depositors will cease to be members and will no longer be entitled to vote at meetings of the Bank. After the conversion, the Bancorp will be the sole shareholder of the Bank and will have all of the voting rights in the Bank. Exclusive voting rights with respect to the Company will be vested in the holders of our common stock. Depositors and borrowers of the Bank will not have voting rights in us after the conversion, except to the extent that they become the Company shareholders by buying our common stock.

Tax Effects. To complete the conversion, we must receive rulings or opinions with regard to federal and Louisiana income taxation which indicate that the conversion will not be taxable for federal or Louisiana income tax purposes to us or the Eligible Account Holders or Supplemental Eligible Account Holders, except as discussed below. We have received favorable opinions regarding the federal and Louisiana income tax consequences of the conversion. See “– Tax Aspects.”

Effect on Liquidation Rights. If the Bank were to liquidate, all claims of our creditors (including those of depositors, to the extent of their deposit balances) would be paid first. Thereafter, if there were any assets remaining, members of the Bank would receive such remaining assets, pro rata, based upon the deposit balances in their deposit accounts at the Bank immediately prior to liquidation. In the unlikely event that we were to liquidate after the conversion, all claims of creditors (including those of depositors, to the extent of their deposit balances) would also be paid first, followed by distribution of the “liquidation account” to certain depositors (see “– Liquidation Rights of Certain Depositors”), with any assets remaining thereafter distributed to the Company as the sole shareholder of the Bank. Pursuant to the rules and regulations of the Office of Thrift Supervision, a post-conversion merger, consolidation, sale of bulk assets or similar combination or transaction with another insured savings institution would not be considered a liquidation and, in such a transaction, the liquidation account would be required to be assumed by the surviving institution.

How We Determined the Price Per Share and the Offering Range

The plan of conversion requires that the purchase price of the common stock must be based on the appraised pro forma market value of the common stock, as determined on the basis of an independent valuation. We have retained RP Financial to make such valuation. For its services in making such appraisal, RP Financial’s fees and out-of-pocket expenses are estimated to be $55,000. We have agreed to indemnify RP Financial and any employees of RP Financial who act for or on behalf of RP Financial in connection with the appraisal and the business plan against any and all loss, cost, damage, claim, liability or expense of any kind (including claims under federal and state securities laws) arising out of any misstatement or untrue statement of a material fact or an omission to state a material fact in the information supplied by us to RP Financial, unless RP Financial is determined to be negligent or otherwise at fault.

RP Financial prepared the appraisal taking into account the pro forma impact of the offering. For its analysis, RP Financial undertook substantial investigations to learn about our business and operations. We supplied financial information, including annual financial statements, information on the composition of assets and liabilities, and other financial schedules. In addition to this information, RP Financial reviewed our application for conversion as filed with the Office of Thrift Supervision and our registration statement as filed with the Securities and Exchange Commission. Furthermore, RP Financial visited our facilities and had discussions with our management. RP Financial did not perform a detailed individual analysis of the separate components of our assets and liabilities. We did not impose any limitations on RP Financial in connection with its appraisal.

In connection with its appraisal, RP Financial reviewed the following factors, among others:

•

our present and projected operating results and financial condition;

•

the economic and demographic conditions of our primary market area;

•

pertinent historical financial and other information relating to the Bank;

•

a comparative evaluation of our operating and financial statistics with those of other savings banks;

•

the proposed price per share;

•

the aggregate size of the offering of common stock;

•

our proposed dividend policy;

•

the impact of the offering on our capital position and earnings potential; and

•

the trading market for securities of comparable institutions and general conditions in the market for such securities.

RP Financial relied primarily on a comparative market value methodology in determining the pro forma market value of our common stock. In applying this methodology, RP Financial analyzed financial and operational comparisons of the Bank with a selected peer group of publicly traded savings institutions. The pro forma market value of our common stock was determined by RP Financial based on the market pricing ratios of the peer group, subject to certain valuation adjustments based on fundamental differences between the Bank and the institutions comprising the peer group. Specifically, RP Financial took into account that, on a pro forma basis compared solely to the peer group, we had a relatively higher capital level, higher concentration of investment in securities, and a lower concentration of loans and that, based on the twelve-month period preceding their appraisal, we had higher profitability compared to the peer group. Additionally, RP Financial took into account the economic conditions and outlook for the market area in which the Bank operates and the after market pricing characteristics of recently converted savings institutions. RP Financial utilized the results of this overall analysis to establish pricing ratios that resulted in the determination of our pro forma market value.

Consistent with Office of Thrift Supervision appraisal guidelines, RP Financial’s analysis utilized three selected valuation procedures, the price/book method, the price/earnings method, and the price/assets method, all of which are described in its report. RP Financial’s appraisal report is filed as an exhibit to the registration statement that we have filed with the Securities and Exchange Commission. See “Where You Can Find Additional Information.” RP Financial placed the greatest emphasis on the price/earnings and price/book methods in estimating pro forma market value. RP Financial compared the pro forma price/book and price earnings ratios for the Company to the same ratios for a peer group of comparable companies. The peer group consists of 10 thrift holding companies with assets between $201 million and $1.2 billion. The following are various averages for peer group companies which averages were not used as selection criteria for the peer group companies:

•

average assets of $609 million;

•

average non-performing assets of 1.9% of total assets;

•

average loans of 74.6% of total assets;

•

average equity of 12.7% of total assets; and

•

average net income of 0.64% of average assets.

On the basis of the analysis in its report, RP Financial has advised us that, in its opinion, as of May 16, 2008, the estimated pro forma market value of the common stock of the Company to be sold in the offering was within the valuation range of $63.8 million and $86.3 million with a midpoint of $75.0 million.

The following table presents a summary of selected pricing ratios for the Company, for the peer group and for all fully converted publicly traded savings banks. The figures for the Company are from RP Financial’s appraisal report and they thus do not correspond exactly to the ratios presented in the Pro Forma Data section of this prospectus. Compared to the average pricing ratios of the peer group, the Company’s pro forma pricing ratios at the maximum of the offering range indicate a premium of 35.3% on a price-to-earnings basis and a discount of 27.6% on a price-to-tangible book basis.


	Price to Earnings Multiple ⁽¹⁾	Price to Book Value Ratio ⁽²⁾		Price to Tangible Book Value Ratio ⁽²⁾
Home Bancorp (pro forma):
Midpoint	22.10x	64.85	%	64.85	%
Maximum	24.89	68.73		68.73
Maximum, as adjusted	27.98	72.57		72.57
Peer Group:
Average	18.40x	91.40	%	94.91	%
Median	16.51	85.64		95.55
All fully-converted, publicly-traded savings banks:
Average	20.47x	108.34	%	120.80	%
Median	19.12	98.98		108.91

⁽¹⁾	Ratios are based on earnings for twelve months ended March 31, 2008, and share prices as of May 16, 2008.

⁽²⁾	Ratios are based on book value as of March 31, 2008 and share prices as of May 16, 2008.

Our board of directors reviewed RP Financial’s appraisal report, including the methodology and the assumptions used by RP Financial, and determined that the valuation range was reasonable and adequate. Assuming that the shares are sold at $10.00 per share in the offering, the estimated number of shares would be between 6,375,000 at the minimum of the valuation range and 8,625,000 at the maximum of the valuation range, with a midpoint of 7,500,000. The purchase price of $10.00 per share was determined by us, taking into account, among other factors, the requirement under Office of Thrift Supervision regulations that the common stock be offered in a manner that will achieve the widest distribution of the stock and desired liquidity in the common stock after the offering.

Since the outcome of the offering relates in large measure to market conditions at the time of sale, it is not possible for us to determine the exact number of shares that we will issue at this time. The offering range may be amended, with the approval of the Office of Thrift Supervision, if necessitated by developments following the date of the appraisal in, among other things, market conditions, our financial condition or operating results, regulatory guidelines or national or local economic conditions.

If, upon completion of the subscription offering, at least the minimum number of shares are subscribed for, RP Financial, after taking into account factors similar to those involved in its prior appraisal, will determine its estimate of our pro forma market value as of the close of the subscription offering. If, as a result of regulatory considerations, demand for the shares or changes in market conditions, RP Financial determines that our pro forma market value has increased, we may sell up to 9,918,750 shares without any further notice to you.

No shares will be sold unless RP Financial confirms that, to the best of its knowledge and judgment, nothing of a material nature has occurred that would cause it to conclude that the actual total purchase price of the shares on an aggregate basis was materially incompatible with its appraisal. If, however, the facts do not justify that statement, we may either: terminate the stock offering and promptly return all funds; promptly return all funds, set a new offering range, notify all subscribers and give them the opportunity to place a new order for shares of the Company common stock; or take such other actions as may be permitted by the Office of Thrift Supervision. If the offering is terminated, all subscriptions will be cancelled and subscription funds will be returned promptly with interest, and holds on funds authorized for withdrawal from deposit accounts will be released or reduced. If RP Financial establishes a new valuation range, it must be approved by the Office of Thrift Supervision.

In formulating its appraisal, RP Financial relied upon the truthfulness, accuracy and completeness of all documents we furnished to it. RP Financial also considered financial and other information from regulatory agencies, other financial institutions, and other public sources, as appropriate. While RP Financial believes this information to be reliable, RP Financial does not guarantee the accuracy or completeness of the information and did not independently verify the financial statements and other data provided by us nor independently value our assets or liabilities. The appraisal is not intended to be, and must not be interpreted as, a recommendation of any kind as to the advisability of purchasing shares of common stock. Moreover, because the appraisal must be based on many factors that change periodically, there is no assurance that purchasers of shares in the offering will be able to sell shares after the offering at prices at or above the purchase price.

The appraisal report of RP Financial has been filed as an exhibit to our registration statement and our application for conversion, both of which this prospectus is a part, and is available for inspection in the manner set forth under “Where You Can Find Additional Information.”

Subscription Offering and Subscription Rights

In accordance with the plan of conversion, rights to subscribe for the purchase of Company common stock have been granted under the plan of conversion to the following persons in the following order of descending priority:

(1)

“Eligible Account Holders,” that is, depositors at the Bank with account balances of $50.00 or more as of March 31, 2007;

(2)

Our employee stock ownership plan;

(3)

“Supplemental Eligible Account Holders,” that is, persons who are not Eligible Account Holders but who are depositors at Home Bank with account balances of $50.00 or more as of June 30, 2008; and

(4)

“Other Members,” that is, persons who are not Eligible Account Holders or Supplemental Eligible Account Holders but who are depositors at Home Bank as of , 2008 or who were borrowers with a loan from Home Bank as of January 1, 2001 that continued to be outstanding as of , 2008.

All subscriptions received will be subject to the availability of common stock after satisfaction of all subscriptions of all persons having prior rights in the subscription offering and to the maximum and minimum purchase limitations set forth in the plan of conversion and as described below under “- Limitations on Common Stock Purchases.”

Priority 1: Eligible Account Holders. Each Eligible Account Holder will receive, without payment, first priority, nontransferable subscription rights to subscribe for in the subscription offering up to the greater of:

(1)

$250,000 (25,000 shares) of common stock offered, or

(2)

in each case as of the close of business on March 31, 2007 (the “Eligibility Record Date”), subject to the overall purchase limitations. See “– Limitations on Common Stock Purchases.”

If there are not sufficient shares available to satisfy all subscriptions, shares first will be allocated among subscribing Eligible Account Holders so as to permit each such Eligible Account Holder, to the extent possible, to purchase a number of shares sufficient to make his total allocation equal to the lesser of the number of shares subscribed for or 100 shares. Thereafter, any shares remaining after each subscribing Eligible Account Holder has been allocated the lesser of the number of shares subscribed for or 100 shares will be allocated among the subscribing Eligible Account Holders whose subscriptions remain unfilled in the proportion that the amounts of their respective eligible deposits bear

to the total amount of eligible deposits of all subscribing Eligible Account Holders whose subscriptions remain unfilled, provided that no fractional shares shall be issued. Subscription Rights of Eligible Account Holders will be subordinated to the priority rights of our employee stock ownership plan to purchase shares in excess of the maximum of the offering range.

To ensure proper allocation of stock, each Eligible Account Holder must list on his subscription order form all accounts in which he has an ownership interest. Failure to list an account could result in fewer shares being allocated than if all accounts had been disclosed. The subscription rights of Eligible Account Holders who are also our directors or officers or their associates will be subordinated to the subscription rights of other Eligible Account Holders to the extent attributable to increased deposits in the year proceeding March 31, 2007.

Priority 2: Employee Stock Ownership Plan. Our employee stock ownership plan will receive, without payment, second priority, nontransferable subscription rights to purchase, in the aggregate, up to 8% of the common stock to be issued in the conversion, including any increase in the number of shares of common stock after the date hereof as a result of an increase of up to 15% in the maximum of the offering range. Our employee stock ownership plan intends to purchase 8% of the shares of common stock, or 510,000 shares and 690,000 shares based on the minimum and maximum of the offering range, respectively. Subscriptions by our employee stock ownership plan will not be aggregated with shares of common stock purchased directly by or which are otherwise attributable to any other participants in the subscription and community offerings, including subscriptions of any of our directors, officers, employees or associates thereof. In the event that the total number of shares offered in the conversion is increased to an amount greater than the number of shares representing the maximum of the offering range (“Maximum Shares”), our employee stock ownership plan will have a priority right to purchase any such shares exceeding the Maximum Shares up to an aggregate of 8% of the common stock. See “– Limitations on Common Stock Purchases.” Our employee stock ownership plan may purchase some or all of our shares that it intends to acquire in the open market after the offering is completed, subject to approval of the Office of Thrift Supervision.

Priority 3: Supplemental Eligible Account Holders. To the extent that there are sufficient shares remaining after satisfaction of subscriptions by Eligible Account Holders and our employee stock ownership plan, each Supplemental Eligible Account Holder will receive, without payment, third priority, nontransferable subscription rights to subscribe for in the subscription offering up to the greater of:

(1)

$250,000 (25,000 shares) of common stock offered, or

(2)

15 times the product (rounded down to the next whole number) obtained by multiplying the total number of shares of common stock to be issued by a fraction, of which the numerator is the amount of the Supplemental Eligible Account Holder’s qualifying deposit and the denominator of which is the total amount of qualifying deposits of all Supplemental Eligible Account Holders, in each case as of the close of business on June 30, 2008 (the “Supplemental Eligibility Record Date”), subject to the overall purchase limitations. See “– Limitations on Common Stock Purchases.”

If there are not sufficient shares available to satisfy all subscriptions of all Supplemental Eligible Account Holders, available shares first will be allocated among subscribing Supplemental Eligible Account Holders so as to permit each such Supplemental Eligible Account Holder, to the extent possible, to purchase a number of shares sufficient to make his total allocation equal to the lesser of the number of shares subscribed for or 100 shares. Thereafter, any shares remaining available will be allocated among the Supplemental Eligible Account Holders whose subscriptions remain unfilled in the proportion that the amounts of their respective eligible deposits bear to the total amount of eligible deposits of all subscribing Supplemental Eligible Account Holders whose subscriptions remain unfilled, provided that no fractional shares shall be issued.

Priority 4: Other Members. To the extent that there are sufficient shares remaining after satisfaction of subscriptions by Eligible Account Holders, our employee stock ownership plan and Supplemental Eligible Account Holders, each Other Member will receive, without payment therefor, fourth priority, nontransferable subscription rights to purchase up to $250,000 (25,000 shares) of common stock offered, subject to the overall purchase limitations. See “– Limitations on Common Stock Purchases.”

In the event the Other Members subscribe for a number of shares which, when added to the shares subscribed for by Eligible Account Holders, our employee stock ownership plan and Supplemental Eligible Account Holders, is in excess of the total number of shares of common stock offered in the conversion, shares first will be allocated so as to permit each subscribing Other Member, to the extent possible, to purchase a number of shares sufficient to make his total allocation equal to the lesser of the number of shares subscribed for or 100 shares. Thereafter, any remaining shares will be allocated among such subscribing Other Members on an equal number of shares basis per order until all orders have been filled or the remaining shares have been allocated, provided that no fractional shares shall be issued.

Expiration Date for the Subscription Offering. The subscription offering will expire at : p.m., Central Time, on , 2008 (the “expiration date”), unless extended for up to 45 days or for such additional periods by us as may be approved by the Office of Thrift Supervision. The subscription offering may not be extended beyond , 2010. Subscription rights which have not been exercised prior to the expiration date (unless extended) will become void.

We will not execute orders until at least the minimum number of shares of common stock (6,375,000 shares) have been subscribed for or otherwise sold. If all shares have not been subscribed for or sold within 45 days after the expiration date, unless such period is extended with the consent of the Office of Thrift Supervision, all funds delivered to the Bank pursuant to the subscription offering will be returned promptly to the subscribers with interest and all withdrawal authorizations will be canceled. If an extension beyond the 45-day period following the expiration date is granted (which is , 2008), we will notify subscribers of the extension of time and subscribers will have the right to modify or rescind their subscriptions. If we do not receive an affirmative response from a subscriber to any resolicitation, the subscriber’s order will be rescinded and all funds received will be returned promptly with interest, or withdrawal authorizations will be cancelled.

Community Offering. To the extent that shares remain available for purchase after satisfaction of all subscriptions of Eligible Account Holders, the employee stock ownership plan, Supplemental Eligible Account Holders and Other Members, we may elect to offer shares pursuant to the plan of conversion to certain members of the general public, with preference given to natural persons residing in Lafayette Parish, Acadia Parish, and East Baton Rouge Parish, Louisiana, (such natural persons referred to as “Preferred Subscribers”). If commenced, the community offering may commence concurrently with or subsequent to the subscription offering and will expire not later than 45 days subsequent to the subscription offering. If we conduct a community offering, such persons may purchase up to $250,000 of common stock (25,000 shares) subject to the maximum purchase limitations. See “– Limitations on Common Stock Purchases.” This amount may be increased at our sole discretion. The opportunity to subscribe for shares of common stock in the community offering category will be subject to our right in our sole discretion, to accept or reject any such orders in whole or in part either at the time of receipt of an order or as soon as practicable following the expiration date.

If there are not sufficient shares available to fill the orders of Preferred Subscribers after completion of the subscription offerings, such stock will be allocated first to each Preferred Subscriber whose order is accepted by us, in an amount equal to the lesser of 100 shares or the number of shares subscribed for by each such Preferred Subscriber, if possible. Thereafter, unallocated shares will be allocated among the Preferred Subscribers whose orders remain unsatisfied in the same proportion that the unfilled subscription of each bears to the total unfilled subscriptions of all Preferred Subscribers whose subscription remains unsatisfied. If there are any shares remaining, shares will be allocated to other members of the general public who subscribe in the community offering applying the same allocation described above for Preferred Subscribers.

Syndicated Community or Underwritten Public Offering. The plan of conversion provides that, if necessary, all shares of common stock not purchased in the subscription offering and community offering may be offered for sale to the general public in a syndicated community offering to be managed by Sandler O’Neill & Partners, L.P., acting as our agent. In such capacity, Sandler O’Neill & Partners, L.P. may form a syndicate of other broker-dealers. Alternatively, we may sell any remaining shares in an underwritten public offering. However, we retain the right to accept or reject, in whole or in part, any orders in the syndicated community offering or underwritten public offering. Neither Sandler O’Neill & Partners, L.P. nor any registered broker-dealer will have any obligation to take or purchase any shares of the common stock in the syndicated community offering. However, Sandler O’Neill & Partners, L.P., has agreed to use its best efforts in the sale of shares in any syndicated community offering. The syndicated community

offering would terminate no later than 45 days after the expiration of the subscription offering, unless extended by us, with any required regulatory approval or non-objection.

Common stock sold in the syndicated community offering will be sold at a purchase price per share which is the same price as all other shares being offered in the offering. We may begin the syndicated community offering or underwritten public offering at any time following the commencement of the subscription offering.

The opportunity to subscribe for shares of common stock in the syndicated community offering or underwritten public offering is subject to our right in our sole discretion to accept or reject orders, in whole or part, either at the time of receipt of an order or as soon as practicable following the expiration date of the offering. If your order is rejected in part, you will not have the right to cancel the remainder of your order.

If we are unable to find purchasers from the general public for all unsubscribed shares, we will make other purchase arrangements, if feasible. Other purchase arrangements must be approved by the Office of Thrift Supervision and may include purchases by directors, officers and their associates in excess of the proposed management purchases discussed earlier, although no such increased purchases are currently anticipated. If other purchase arrangements cannot be made, we may terminate the offering and promptly return all funds; set a new offering range, notify all subscribers and give them the opportunity to confirm, cancel or change their orders; or take such other actions as may be permitted by the Office of Thrift Supervision.

Persons Who Cannot Exercise Subscription Rights

We will make reasonable efforts to comply with the securities laws of all states in the United States in which persons entitled to subscribe for stock pursuant to the plan of conversion reside. However, we are not required to offer stock in the subscription offering to any person who resides in a foreign country or resides in a state of the United States with respect to which:

•

the number of persons otherwise eligible to subscribe for shares under the plan of conversion who reside in such jurisdiction is small;

•

the granting of subscription rights or the offer or sale of shares of common stock to such persons would require us, or our officers, directors or employees, under the laws of such jurisdiction, to register as a broker, dealer, salesman or selling agent or to register or otherwise qualify its securities for sale in such jurisdiction or to qualify as a foreign corporation or file a consent to service of process in such jurisdiction; or

•

such registration, qualification or filing in our judgment would be impracticable or unduly burdensome for reasons of costs or otherwise.

Where the number of persons eligible to subscribe for shares in one state is small, we will base our decision as to whether or not to offer the common stock in such state on a number of factors, including but not limited to the size of accounts held by account holders in the state, the cost of registering or qualifying the shares or the need to register us, or our officers, directors or employees as brokers, dealers or salesmen.

Limitations on Common Stock Purchases

The plan of conversion includes the following limitations on the number of shares of common stock which may be purchased in the conversion:

(1)

No fewer than 25 shares of common stock may be purchased, to the extent such shares are available;

(2)

Each Eligible Account Holder may subscribe for and purchase in the subscription offering up to the greater of (a) $250,000 (25,000 shares) of common stock or (b) 15 times the product (rounded down to the next whole number) obtained by multiplying the total number of shares of common stock offered by a fraction, of which the numerator is the amount of the qualifying deposit of the Eligible

Account Holder and the denominator is the total amount of qualifying deposits of all Eligible Account Holders, in each case as of the close of business on the Eligibility Record Date, with clause (a) above subject to the overall limitation in clause (6) below;

(3)

Our employee stock ownership plan may purchase up to 8% of the aggregate number of shares of common stock to be issued in the offering and any additional shares issued in the event of an increase in the offering range;

(4)

Each Supplemental Eligible Account Holder may subscribe for and purchase in the Subscription Offering up to the greater of (a) $250,000 (25,000 shares) of common stock and (b) 15 times the product (rounded down to the next whole number) obtained by multiplying the total number of shares of common stock offered by a fraction, of which the numerator is the amount of the qualifying deposit of the Supplemental Eligible Account Holder and the denominator is the total amount of qualifying deposits of all Supplemental Eligible Account Holders, in each case as of the close of business on the Supplemental Eligibility Record Date, with clause (a) above subject to the overall limitation in clause (6) below;

(5)

Each Other Member or any person purchasing shares of common stock in the community offering may subscribe for and purchase up to $250,000 (25,000 shares) of common stock offered in the subscription offering or community offering, subject to the overall limitation in clause (6) below;

(6)

Except for our employee stock ownership plan and certain Eligible Account Holders and Supplemental Eligible Account Holders whose subscription rights are based upon the amount of their deposits, the maximum number of shares of common stock subscribed for or purchased in all categories of the conversion by any person, together with associates of and groups of persons acting in concert with such persons, shall not exceed $1.0 million of the common stock offered in the offering (100,000 shares); and

(7)

No more than 27% of the total number of shares offered for sale in the conversion may be purchased by our directors and officers and their associates in the aggregate, excluding purchases by our employee stock ownership plan.

Subject to any required regulatory approval and the requirements of applicable laws and regulations, but without further approval of the members of the Bank, the individual amount permitted to be subscribed for and the overall purchase limitations may be increased or decreased. If either of such amounts is increased, subscribers for the maximum amount will be given the opportunity to increase their subscriptions up to the then applicable limit. If either of such amounts is decreased, subscribers for the maximum amount will be decreased by the minimum amount necessary so that the subscriber will be in compliance with the new maximum limitation.

In the event of an increase in the total number of shares of common stock offered in the conversion due to an increase in the offering range of up to 15%, the additional shares will be allocated in the following order of priority in accordance with the plan of conversion:

(1)

to fill our employee stock ownership plan’s subscription of 8% of the adjusted maximum number of shares;

(2)

in the event that there is an oversubscription by Eligible Account Holders, to fill unfulfilled subscriptions of Eligible Account Holders, inclusive of the adjusted maximum;

(3)

in the event that there is an oversubscription by Supplemental Eligible Account Holders, to fill unfulfilled subscriptions of Supplemental Eligible Account Holders, inclusive of the adjusted maximum;

(4)

in the event that there is an oversubscription by Other Members, to fill unfulfilled subscriptions of Other Members, inclusive of the adjusted maximum; and

100

(5)

to fill unfulfilled subscriptions in the community offering to the extent possible, inclusive of the adjusted maximum.

The term “associate” of a person is defined to include the following:

(1)

any corporation or other organization (other than the Company, the Bank or a majority-owned subsidiary of the Bank) of which such person is a director, officer or partner or is directly or indirectly the beneficial owner of 10% or more of any class of equity securities;

(2)

any trust or other estate in which such person has a substantial beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity, provided, however, that such term shall not include any tax-qualified employee stock benefit plan in which such person has a substantial beneficial interest or serves as a trustee or in a similar fiduciary capacity; and

(3)

any relative or spouse of such person, or any relative of such spouse, who either has the same home as such person or who is a director or officer of us or any of our subsidiaries.

The term “acting in concert” is defined to mean (1) knowing participation in a joint activity or interdependent conscious parallel action towards a common goal whether or not pursuant to an express agreement, or (2) a combination or pooling of voting or other interests in the securities of an issuer for a common purpose pursuant to any contract, understanding, relationship, agreement or other arrangement, whether written or otherwise. We may presume that certain persons are acting in concert based upon, among other things, joint account relationships, common addresses on our records or the fact that such persons have filed joint Schedules 13D or 13G with the SEC with respect to other companies.

Plan of Distribution and Marketing Arrangements

Offering materials have been initially distributed to certain persons by mail, with additional copies made available through the conversion center and Sandler O’Neill & Partners, L.P. All prospective purchasers are to send payment directly to the Bank, where such funds will be held in a separate account earning interest and not released until the offering is completed or terminated.

We have engaged Sandler O’Neill & Partners, L.P., a broker-dealer registered with FINRA, as a financial and marketing advisor in connection with the offering of our common stock. In its role as financial and marketing advisor, Sandler O’Neill & Partners, L.P. will assist us in the offering as follows:

•

consulting as to the securities marketing implications of any aspect of the plan of conversion;

•

reviewing with our board of directors the financial impact of the offering on us based upon the independent appraiser’s appraisal of the common stock;

•

reviewing all offering documents, including the prospectus, stock order forms and related offering materials (we are responsible for the preparation and filing of such documents);

•

assisting in the design and implementation of a marketing strategy for the offering;

•

as necessary, assisting us in scheduling and preparing for meetings with potential investors and broker-dealers; and

•

providing such other general advice and assistance we may request to promote the successful completion of the offering.

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For these services, Sandler O’Neill & Partners, L.P. will receive a fee of 1.0% of the aggregate dollar amount of the common stock sold in the subscription and community offerings excluding shares purchased by our tax qualified employee benefit plans and shares purchased by our directors, officers and employees and their immediate families. We have made an advance payment of $25,000 to Sandler O’Neill & Partners, L.P. If there is a syndicated community offering, Sandler O’Neill & Partners, L.P. will receive a management fee of 1.0% of the aggregate dollar amount of the common stock sold in the syndicated community offering. The total fees payable to Sandler O’Neill & Partners, L.P. and other FINRA member firms in the syndicated community offering shall not exceed 6.5% of the aggregate dollar amount of the common stock sold in the syndicated community offering.

We will also reimburse Sandler O’Neill & Partners, L.P. for its legal fees and expenses associated with this marketing effort, up to a maximum of $75,000. If the plan of conversion is terminated or if Sandler O’Neill & Partners, L.P. terminates its agreement with us in accordance with the provisions of the agreement, Sandler O’Neill & Partners, L.P. will only receive reimbursement of its reasonable out-of-pocket expenses. We will indemnify Sandler O’Neill & Partners, L.P. against liabilities and expenses (including legal fees) incurred in connection with certain claims or liabilities arising out of or based upon untrue statements or omissions contained in the offering materials for the common stock, including liabilities under the Securities Act of 1933.

We have also engaged Sandler O’Neill & Partners, L.P. to act as records management agent in connection with the offering. In its role as records management agent, Sandler O’Neill & Partners, L.P. will assist us in the offering as follows: (i) consolidation of accounts and development of a central file; (ii) preparation of order forms; (iii) organization and supervision of the conversion center; (iv) proxy solicitation and special meeting services; and (v) subscription services. For these services, Sandler O’Neill & Partners, L.P. will receive a fee of $20,000 and reimbursement for its reasonable out-of-pocket expenses. We have made an advance payment of $5,000 to Sandler O’Neill & Partners, L.P. for its role as records management agent.

Sandler O’Neill has not prepared any report or opinion constituting a recommendation or advice to us or to persons who subscribe for common stock, nor has it prepared an opinion as to the fairness to us of the purchase price or the terms of the common stock to be sold. Sandler O’Neill expresses no opinion as to the prices at which common stock to be issued may trade.

Our directors and executive officers may participate in the solicitation of offers to purchase common stock. Trained employees may participate in the offering in ministerial capacities, providing clerical work in effecting a sales transaction or answering questions of a ministerial nature. Questions of prospective purchasers regarding the offering process will be directed to registered representatives of Sandler O’Neill & Partners, L.P. We will rely on Rule 3a4-1 of the Securities Exchange Act of 1934, as amended, so as to permit officers, directors, and employees to participate in the sale of the common stock. No officer, director, or employee will be compensated for his participation by the payment of commissions or other remuneration based either directly or indirectly on the transactions in the common stock.

Procedure for Purchasing Shares in the Subscription and Community Offerings

To ensure that each purchaser in the subscription and community offering receives a prospectus at least 48 hours before the applicable expiration date, unless extended, in accordance with Rule 15c2-8 of the Securities Exchange Act of 1934, no prospectus will be mailed any later than five days prior to such date or hand delivered any later than two days prior to such date. Execution of the stock order form will confirm receipt or delivery in accordance with Rule 15c2-8. Order forms will only be distributed with a prospectus.

To purchase shares in the Subscription Offering, an executed stock order form with the required payment for each share subscribed for, or with appropriate authorization for withdrawal from a deposit account at the Bank (which may be given by completing the appropriate blanks in the order form), must be received by the Bank by : p.m., Central time, on , 2008, unless extended. We will not accept stock order forms which are not received by such time or are executed defectively or are received without full payment, or appropriate withdrawal instructions. Copies of order forms, payments from other private third parties and wire transfers also will not be accepted. We will not accept incomplete or improperly executed forms. Once received, an executed order form may not be modified, amended or rescinded without our consent, unless the conversion has not been completed within 45 days after the end of the Subscription Offering, unless such period has been extended.

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In order to ensure that Eligible Account Holders, Supplemental Eligible Account Holders and Other Members are properly identified as to their stock purchase priority, depositors as of the close of business on the Eligibility Record Date (March 31, 2007), the Supplemental Eligibility Record Date (June 30, 2008) and depositors as of the close of business on , 2008 or borrowers who had loans from the Bank January 1, 2001 that continued to be outstanding as of , 2008, must list all accounts on the stock order form giving all names in each account and the account numbers. Failure to list all of your accounts may result in fewer shares being allocated to you than if all of your accounts had been disclosed. To preserve your subscription rights, you must register shares only in the name or names of eligible account holders, supplemental eligible account holders or other members, as appropriate, as of the Eligibility Record Date, Supplemental Eligibility Record Date or Other Member Voting Record Date. You may not add names of others who did not have subscription rights to purchase shares of our common stock.

Payment for subscriptions may be made (1) by check or money order payable to Home Bancorp, Inc., or (2) by authorization of withdrawal from deposit accounts maintained with the Bank. Interest will be paid on payments made by check or money order at the Bank’s passbook rate of interest from the date payment is received until the offering is completed or terminated. Funds received before completion of the offering up to the minimum of the offering range will be maintained in a segregated deposit account at the Bank. Funds received in excess of the minimum of the offering range may be maintained in a segregated deposit account at the Bank, or at our discretion, in a segregated deposit account at an independent insured depository institution. In either case, we will pay interest on all funds received at a rate equal to the Bank’ passbook rate, which is currently % per annum. If payment is made by authorization of withdrawal from deposit accounts, the funds authorized to be withdrawn from a deposit account will continue to accrue interest at the contractual rates until completion or termination of the conversion, but a hold will be placed on such funds, thereby making them unavailable to the depositor until completion or termination of the offering.

If a subscriber authorizes the Bank to withdraw the amount of the purchase price from his deposit account, the Bank will do so as of the effective date of the offering. The Bank will waive any applicable penalties for early withdrawal from certificate accounts. If the remaining balance in a certificate account is reduced below the applicable minimum balance requirement at the time that the funds actually are transferred under the authorization, the certificate will be canceled at the time of the withdrawal, without penalty, and the remaining balance will earn interest at the passbook rate.

Our employee stock ownership plan will not be required to pay for the shares subscribed for at the time it subscribes. Instead, our employee stock ownership plan may pay for the shares of common stock subscribed for by it at the purchase price upon completion of the offering provided that there is a valid loan commitment in force from the time of its subscription until completion. The loan commitment may be from the Company or an unrelated financial institution.

Owners of self-directed IRAs may use the assets of such IRAs to purchase shares of common stock in the Subscription and Community Offerings, provided that such IRAs are not maintained at the Bank. Persons with IRAs maintained at the Bank must have their accounts transferred to an unaffiliated institution or broker to purchase shares of common stock in the subscription and community offerings. In addition, applicable regulations require that officers, directors and 10% shareholders who use self-directed IRA funds to purchase shares of common stock in the subscription and community offerings make such purchases for the exclusive benefit of the IRAs. Any interested parties wishing to use IRA funds for stock purchases are advised to contact the conversion center for additional information and allow sufficient time for the account to be transferred as required.

We may, in our sole discretion, permit institutional investors to submit irrevocable orders together with the legally binding commitment for payment and to thereafter pay for such shares of common stock for which they subscribe in the community offering at any time before the 48 hours prior to the completion of the offering. This payment may be made by wire transfer. Our interpretation of the terms and conditions of the plan of conversion and of the acceptability of the order forms will be final.

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Restrictions on Transfer of Subscription Rights and Shares

You may not transfer or enter into any agreement or understanding to transfer the legal or beneficial ownership of your subscription rights issued under the plan of conversion or the shares of common stock to be issued upon their exercise. You may exercise your subscription rights only for your own account. If you exercise your subscription rights, you will be required to certify that you are purchasing shares solely for your own account and that you have no agreement or understanding regarding the sale or transfer of such shares. Federal regulations also prohibit any person from offering or making an announcement of an offer or intent to make an offer to purchase such subscription rights or shares of common stock prior to the completion of the conversion. With the exception of purchases through individual retirement accounts, Keogh accounts and 401(k) plan accounts, shares purchased in the subscription offering must be registered in the names of all depositors on the qualifying account(s). Deleting names of depositors or adding non-depositors or otherwise altering the form of beneficial ownership of a qualifying account will result in the loss of your subscription rights.

We will pursue any and all legal and equitable remedies in the event we become aware of the transfer of subscription rights and will not honor orders known by us to involve the transfer of such rights.

Liquidation Rights of Certain Depositors

In the unlikely event of a complete liquidation of the Bank in its present mutual form, each of our depositors would receive his pro rata share of any of our assets remaining after payment of claims of all creditors (including the claims of all depositors to the withdrawal value of their accounts). Each depositor’s pro rata share of such remaining assets would be in the same proportion as the value of his deposit account was to the total value of all deposit accounts at the time of liquidation. After the conversion, each depositor, in the event of a complete liquidation of the Bank, would have a claim as a creditor of the same general priority as the claims of all other general creditors of the Bank. However, except as described below, his claim would be solely in the amount of the balance in his deposit account plus accrued interest. The depositor would not have an interest in the value or assets of the Bank above that amount.

The plan of conversion provides for the establishment, upon the completion of the conversion, of a special “liquidation account” for the benefit of Eligible Account Holders and Supplemental Eligible Account Holders in an amount equal to our net worth as of the date of its latest statement of financial condition contained in the final prospectus utilized in the conversion. As of March 31, 2008, the initial balance of the liquidation account would be approximately $51.4 million. Each Eligible Account Holder and Supplemental Eligible Account Holder, if he were to continue to maintain his deposit account at the Bank, would be entitled, upon a complete liquidation of the Bank after the conversion, to an interest in the liquidation account prior to any payment to the Company as the sole shareholder of the Bank. Each Eligible Account Holder and Supplemental Eligible Account Holder would have an initial interest in such liquidation account for each deposit account, including passbook accounts, interest-bearing checking accounts, money market deposit accounts, and certificates of deposit, held in the Bank at the close of business on March 31, 2007 or June 30, 2008, as the case may be. Each Eligible Account Holder and Supplemental Eligible Account Holder will have a pro rata interest in the total liquidation account for each of his deposit accounts based on the proportion that the balance of each such deposit account on the March 31, 2007, eligibility record date (or the June 30, 2008 supplemental eligibility record date, as the case may be) bore to the balance of all deposit accounts in the Bank on such dates. For deposit accounts in existence at both the eligibility record date and the supplemental eligibility record date, separate initial sub account balances will be determined for such accounts on each of the respective dates. The liquidation account will be an off balance sheet memorandum account. The balance of the liquidation account will not be reflected in our published financial statements.

If, however, on any December 31 annual closing date, commencing December 31, 2008, the amount in any deposit account is less than the amount in such deposit account on March 31, 2007 or June 30, 2008, as the case may be, or any other annual closing date, then the interest in the liquidation account relating to such deposit account would be reduced by the proportion of any such reduction, and such interest will cease to exist if such deposit account is closed. In addition, no interest in the liquidation account would ever be increased despite any subsequent increase in the related deposit account. Any assets remaining after the claims of general creditors (including the claims of all depositors to the withdrawal value of their accounts) and the above liquidation rights of Eligible Account Holders and Supplemental Eligible Account Holders are satisfied would be distributed to the Company as the sole shareholder of the Bank.

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Tax Aspects

Completion of the conversion is expressly conditioned upon prior receipt of either a ruling or an opinion of counsel with respect to federal tax laws, and either a ruling or an opinion with respect to Louisiana tax laws, to the effect that consummation of the transactions contemplated hereby will not result in a taxable reorganization under the provisions of the applicable codes or otherwise result in any adverse tax consequences to us or to account holders receiving subscription rights, except to the extent, if any, that subscription rights are deemed to have fair market value on the date such rights are issued.

Elias, Matz, Tiernan & Herrick L.L.P., Washington, D.C., has issued an opinion to us that, for federal income tax purposes:

(1)

Our change in form from mutual to stock ownership will constitute a reorganization under Section 368(a)(1)(F) of the Internal Revenue Code and we will not recognize any gain or loss as a result of the conversion;

(2)

no gain or loss will be recognized by us upon the purchase of the Bank’s capital stock by the Company;

(3)

no gain or loss will be recognized by Eligible Account Holders and Supplemental Eligible Account Holders upon the issuance to them of deposit accounts in the Bank in its stock form plus their interests in the liquidation account in exchange for their deposit accounts in the mutual bank;

(4)

the tax basis of the depositors’ deposit accounts in the Bank immediately after the conversion will be the same as the basis of their deposit accounts immediately prior to the conversion;

(5)

the tax basis of each Eligible Account Holder’s and Supplemental Eligible Account Holder’s interest in the liquidation account will be zero;

(6)

the tax basis to the shareholders of the common stock purchased in the conversion will be the amount paid therefor;

(7)

the holding period for shares of common stock will begin on the date of the exercise of the subscription right and on the day after the date of purchase if purchased in the community offering or syndicated community offering; and

(8)

it is more likely than not that the Eligible Account Holders and Supplemental Eligible Account Holders will not recognize gain upon the issuance to them of withdrawable savings accounts in the Bank following the conversion, interests in the liquidation account and nontransferable subscription rights to purchase Company common stock in exchange for their savings accounts and proprietary interests in the Bank.

In reaching their conclusions in opinions (4), (5) and (8) above, Elias, Matz, Tiernan & Herrick L.L.P. has noted that the subscription rights will be granted at no cost to the recipients, will be legally nontransferable and of short duration, and will provide the recipients with the right only to purchase shares of common stock at the same price to be paid by members of the general public in any community offering. Elias, Matz, Tiernan & Herrick L.L.P. has also noted that RP Financial has issued a letter dated June 2, 2008, as described below, stating that the subscription rights will have no ascertainable market value. In addition, no cash or property will be given to recipients of the subscription rights in lieu of such rights or to those recipients who fail to exercise such rights. In addition, the IRS was requested in 1993 in a private letter ruling to address the federal tax treatment of the receipt and exercise of nontransferable subscription rights in another conversion and declined to express any opinion. Elias, Matz, Tiernan & Herrick L.L.P. believes because of the factors noted above in this paragraph that it is more likely than not that the nontransferable subscription rights to purchase common stock will have no ascertainable value at the time the rights are granted.

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Ernst & Young LLP, has also advised us that the tax effects of the conversion under Louisiana law are substantially the same as they are under federal law.

In the opinion of RP Financial, the subscription rights will have no ascertainable value at the time of distribution or exercise, based on the fact that such rights will be acquired by the recipients without cost, will be nontransferable and of short duration, and will afford the recipients the right only to purchase the common stock at the same price as will be paid by members of the general public in any community offering.

The issue of whether or not the subscription rights have value is dependent upon all of the facts and circumstances that occur. If the nontransferable subscription rights to purchase common stock are subsequently found to have an ascertainable market value greater than zero, income may be recognized by various recipients of the nontransferable subscription rights (in certain cases, whether or not the rights are exercised) and we may be taxed on the distribution of the nontransferable subscription rights under Section 311 of the Internal Revenue Code. In this event, the nontransferable subscription rights may be taxed partially or entirely at ordinary income tax rates.

Unlike private rulings, an opinion is not binding on the IRS, and the IRS could disagree with conclusions reached therein. In the event of such disagreement, there can be no assurance that the IRS would not prevail in a judicial or administrative proceeding. Eligible subscribers are encouraged to consult with their own tax advisor as to their own tax consequences in the event that such subscription rights are deemed to have an ascertainable value.

Delivery of Certificates

Certificates representing Company common stock issued in the conversion will be mailed by our transfer agent to the persons entitled thereto at the addresses of such persons appearing on the stock order form as soon as practicable following completion of the conversion. Any certificates returned as undeliverable will be held by us until claimed by persons legally entitled thereto or otherwise disposed of in accordance with applicable law. Until certificates for common stock are available and delivered to subscribers, such subscribers may not be able to sell the shares of common stock for which they have subscribed, even though trading of the common stock may have commenced.

Required Approvals

Various approvals of the Office of Thrift Supervision are required to complete the conversion. The Office of Thrift Supervision approved the plan of conversion, subject to approval by Home Bank’s members and other standard conditions. The Office of Thrift Supervision has also approved our holding company application, subject to the following standard conditions:

(1)

The acquisition of the Bank by the Company must be completed within 120 days of approval of the application;

(2)

We must file legal and accounting and other standard certifications with the Office of Thrift Supervision; and

(3)

We must not take any action that would prevent Company common stock from being listed on an exchange or quoted on the Nasdaq system.

We are required to make certain filings with state securities regulatory authorities in connection with the issuance of common stock in the conversion.

Certain Restrictions on Purchase or Transfer of Shares After the Conversion

All shares of common stock purchased in connection with the conversion by any of our directors or executive officers will be subject to a restriction that the shares not be sold for a period of one year following the conversion, except in the event of the death of such director or executive officer or pursuant to a merger or similar transaction approved by the Office of Thrift Supervision. Each certificate for restricted shares will bear a legend giving notice of

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this restriction on transfer, and appropriate stop-transfer instructions will be issued to our transfer agent. Any shares of common stock issued at a later date within this one year period as a stock dividend, stock split or otherwise with respect to such restricted stock will be subject to the same restrictions. Our directors and executive officers will also be subject to the insider trading rules promulgated pursuant to the Securities Exchange Act of 1934 as long as the common stock is registered pursuant to Section 12(b) of the Securities Exchange Act of 1934.

Purchases of our common stock by our directors, executive officers and their associates during the three-year period following completion of the conversion may be made only through a broker or dealer registered with the SEC, except with the prior written approval of the Office of Thrift Supervision. This restriction does not apply, however, to negotiated transactions involving more than 1% of our outstanding common stock or to certain purchases of stock pursuant to an employee stock benefit plan, such as our employee stock ownership plan, or by any non-tax-qualified employee stock benefit plan, such as the recognition plan.

Any repurchases of common stock by us in the future will be subject to the receipt of any necessary approvals from the Office of Thrift Supervision during the first year after the conversion.

RESTRICTIONS ON ACQUISITION OF HOME BANCORP AND HOME BANK

AND RELATED ANTI-TAKEOVER PROVISIONS

Restrictions in Our Articles of Incorporation and Bylaws and Louisiana Law

Certain provisions of our articles of incorporation and bylaws and Louisiana law which deal with matters of corporate governance and rights of shareholders might be deemed to have a potential anti-takeover effect. Provisions in our articles of incorporation and bylaws provide, among other things,

•

that our board of directors is divided into classes with only one-third of our directors standing for reelection each year;

•

that no person shall directly or indirectly acquire or offer to acquire beneficial ownership of more than 10% of the issued and outstanding shares of any class of voting securities of the Company;

•

that special meetings of shareholders may be called by shareholders who beneficially own at least 50% of the outstanding voting shares of the Company;

•

that shareholders generally must provide us advance notice of shareholder proposals and director nominations and provide certain specified related information; and

•

the authority to issue shares of authorized but unissued common stock and preferred stock and to establish the terms of any one or more series of preferred stock, including voting rights, without additional shareholder approval.

Provisions of the Louisiana Business Corporation Law applicable to us as well as our articles of incorporation contain certain provisions which may be deemed to have an anti-takeover effect, including:

•

rights of shareholders to receive the fair value for their shares following a control transaction from a controlling person or group; and

•

a supermajority voting requirement for a business combination with an “interested shareholder” (defined generally as the beneficial owner of 10% or more of the corporation’s outstanding shares) unless certain minimum price and procedural safeguards are satisfied.

The provisions noted above as well as others discussed below may have the effect of discouraging a future takeover attempt which is not approved by our board of directors but which individual shareholders may consider to be

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in their best interests or in which shareholders may receive a substantial premium for their shares over the then current market price. As a result, shareholders who might wish to participate in such a transaction may not have an opportunity to do so. The provisions may also render the removal of our board of directors or management more difficult. Furthermore, such provisions could render us being deemed less attractive to a potential acquiror and/or could result in our shareholders receiving a lesser amount of consideration for their shares of our common stock than otherwise could have been available either in the market generally and/or in a takeover.

A more detailed discussion of these and other provisions of our articles of incorporation and bylaws and the Louisiana Business Corporation Law is set forth below.

Board of Directors. Our articles of incorporation and bylaws provide that our board of directors be divided into three classes of directors each and that the members of each class be elected for a term of three years and until their successors are elected and qualified, with one class being elected annually. Holders of our common stock will not have cumulative voting in the election of directors.

Under our articles of incorporation, subject to the rights of the holders of any class or series of stock having preference over our common stock, any vacancy occurring in our board of directors, including any vacancy created by reason of an increase in the number of directors, may be filled by a majority vote of the remaining directors, whether or not a quorum is present. Any director so chosen to fill a vacancy will hold office for the remainder of the term to which the director has been elected and until his or her successor is elected and qualified.

Our articles of incorporation also provide that, subject to the rights of the holder of any class or series of stock having preference over our common stock, any director may be removed by shareholders without cause by the affirmative vote of at least 75% of all outstanding shares entitled to vote in the election of directors, and may be removed with cause only upon the vote of at least a majority of the total votes eligible to be cast by shareholders. Cause for removal will be deemed to exist only if the director in question:

•

convicted of a felony or an offense punishable by imprisonment for a term of more than one year by a court of competent jurisdiction; or

•

deemed liable by a court of competent jurisdiction for gross negligence or misconduct in the performance of duties to the Company.

Limitation on Voting Rights. Article 10.A of our articles of incorporation provides that no person shall directly or indirectly offer to acquire or acquire the beneficial ownership of (i) more than 10% of the issued and outstanding shares of any class of an equity security of the Company, or (ii) any securities convertible into, or exercisable for, any equity securities of the Company if, assuming conversion or exercise by such person of all securities of which such person is the beneficial owner which are convertible into, or exercisable for, such equity securities (but of no securities convertible into, or exercisable for, such equity securities of which such person is not the beneficial owner), such person would be the beneficial owner of more than 10% of any class of an equity security of the Company. The term “person” is broadly defined to prevent circumvention of this restriction.

The foregoing restrictions do not apply to (i) any offer with a view toward public resale made exclusively to the Company by underwriters or a selling group acting on its behalf, (ii) any tax-qualified employee benefit plan or arrangement established by us and any trustee of such a plan or arrangement, and (iii) any other offer or acquisition approved in advance by the affirmative vote of two-thirds of our entire board of directors. In the event that shares are acquired in violation of Article 10.A, all shares beneficially owned by any person in excess of 10% shall be considered “Excess Shares” and shall not be counted as shares entitled to vote and shall not be voted by any person or counted as voting shares in connection with any matters submitted to shareholders for a vote, and the board of directors may cause such Excess Shares to be transferred to an independent trustee for sale on the open market or otherwise, with the expenses of such trustee to be paid out of the proceeds of sale.

Indemnification and Limitation of Liability. Article 8.A of our articles of incorporation provides that a director or officer of the Company will not be personally liable for monetary damages for any action taken, or any failure to take any

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action, as a director or officer except to the extent that by law a director’s or officer’s liability for monetary damages may not be limited. This provision does not eliminate or limit the liability of our directors and officers for (a) any breach of the director’s or officer’s duty of loyalty to the Company or our shareholders, (b) any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) any unlawful dividend, stock repurchase or other distribution, payment or return of assets to shareholders, or (d) any transaction from which the director or officer derived an improper personal benefit. This provision may preclude shareholder derivative actions and may be construed to preclude other third-party claims against the directors and officers.

Our articles of incorporation also provide that the Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, including actions by or in the right of the Company, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was our director, officer, employee or agent, or is or was serving at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. Such indemnification is furnished to the full extent provided by law against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding. The indemnification provisions also permit us to pay reasonable expenses in advance of the final disposition of any action, suit or proceeding as authorized by our Board of Directors, provided that the indemnified person undertakes to repay us if it is ultimately determined that such person was not entitled to indemnification.

The rights of indemnification provided in our articles of incorporation are not exclusive of any other rights which may be available under our bylaws, any insurance or other agreement, by vote of shareholders or directors (regardless of whether directors authorizing such indemnification are beneficiaries thereof) or otherwise. In addition, the articles of incorporation authorize us to maintain insurance on behalf of any person who is or was our director, officer, employee or agent, whether or not we would have the power to provide indemnification to such person. By action of the board of directors, we may create and fund a trust fund or other fund or form of self-insurance arrangement of any nature, and may enter into agreements with our officers, directors, employees and agents for the purpose of securing or insuring in any manner its obligation to indemnify or advance expenses provided for in the provisions in the articles of incorporation and bylaws regarding indemnification. These provisions are designed to reduce, in appropriate cases, the risks incident to serving as a director, officer, employee or agent and to enable us to attract and retain the best personnel available.

Authorized Shares. Article 4 of our articles of incorporation authorizes the issuance of 50,000,000 shares of stock, of which 10,000,000 shares shall be shares of serial preferred stock, and 40,000,000 shall be common stock. The shares of common stock and preferred stock were authorized in an amount greater than that to be issued in the conversion to provide our board of directors with as much flexibility as possible to effect, among other transactions, financings, acquisitions, stock dividends, stock splits and employee stock options. However, these additional authorized shares may also be used by the board of directors consistent with its fiduciary duty to deter future attempts to gain control of the Company. The board of directors also has sole authority to determine the terms of any one or more series of preferred stock, including voting rights, conversion rates, and liquidation preferences. As a result of the ability to fix voting rights for a series of preferred stock, the board has the power, to the extent consistent with its fiduciary duty, to issue a series of preferred stock to persons friendly to management in order to attempt to block a post-tender offer merger or other transaction by which a third party seeks control, and thereby assist management to retain its position. We currently have no plans for the issuance of additional shares, other than the issuance of additional shares pursuant to stock benefit plans.

Special Meetings of Shareholders and Shareholder Nominations and Proposals. Article 9.B of the articles of incorporation provides that special meetings of shareholders may only be called by (i) the President, (ii) a majority of the board of directors, and (iii) by persons who beneficially own an aggregate of at least 50% of the outstanding voting shares, except as may otherwise be provided by law. The articles of incorporation also provide that any action permitted to be taken at a meeting of shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, is given by the holders of all outstanding shares entitled to vote and filed with the secretary of the Company.

Article 9.D of our articles of incorporation provides that only such business as shall have been properly brought before an annual meeting of shareholders shall be conducted at the annual meeting.

To be properly brought before an annual meeting, business must be specified in the notice of the meeting, or any supplement thereto, given by or at the direction of the board of directors, or otherwise properly brought before the

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meeting by a shareholder. For business to be properly brought before an annual meeting by a shareholder, the shareholder must have given timely notice thereof in writing to the Company’s secretary. To be timely, a shareholder’s notice must be delivered to or mailed and received at the Company’s principal executive offices not later than 120 days prior to the anniversary date of the mailing of proxy materials by the Company in connection with the immediately preceding annual meeting of shareholders, or, in the case of the first annual meeting of shareholders following the conversion, by December 31, 2008. The Company’s articles of incorporation also require that the notice must contain certain information in order to be considered. The board of directors may reject any shareholder proposal not made in accordance with the articles of incorporation. The presiding officer of an annual meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with our articles of incorporation, and if he should so determine, he shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.

Article 6.F. of our articles of incorporation provide that, subject to the rights of the holders of any class or series of stock having a preference over the common stock as to dividends or upon liquidation, all nominations for election to the board of directors, other than those made by the board or a committee thereof, shall be made by a shareholder who has complied with the notice provisions in such Article 6.F. Written notice of a shareholder nomination must include certain specified information and must be communicated to the attention of the secretary and either delivered to, or mailed and received at, the Company’s principal executive offices not later than (a) with respect to an annual meeting of shareholders, 120 days prior to the anniversary date of the mailing of proxy materials by the Company in connection with the immediately preceding annual meeting of shareholders, or in the case of the first annual meeting following the conversion by December 31, 2008.

The procedures regarding shareholder proposals and nominations are intended to provide the Company’s board of directors with the information deemed necessary to evaluate a shareholder proposal or nomination and other relevant information, such as existing shareholder support, as well as the time necessary to consider and evaluate such information in advance of the applicable meeting. The proposed procedures, however, will give incumbent directors advance notice of a business proposal or nomination. This may make it easier for the incumbent directors to defeat a shareholder proposal or nomination, even when certain shareholders view such proposal or nomination as in the best interests of the Company or its shareholders.

Amendment of Articles of Incorporation and Bylaws. Article 11 of our articles of incorporation generally provides that any amendment of the articles of incorporation must be first approved by a majority of the board of directors and then by the holders of a majority of the shares of the Company entitled to vote in an election of directors, except that the approval of 75% of the shares entitled to vote in an election of directors is required for any amendment to Articles 6 (directors), 7 (preemptive rights), 8 (indemnification), 9 (meetings of shareholders and shareholder proposals), 10 (restrictions on acquisitions) and 11 (amendments).

Our bylaws may be amended by a majority of the board of directors or by the affirmative vote of a majority of the total shares entitled to vote in an election of directors, except that the affirmative vote of at least 75% of the total shares entitled to vote in an election of directors shall be required to amend, adopt, alter, change or repeal any provision inconsistent with certain specified provisions of the bylaws.

Louisiana Corporate Law

In addition to the provisions contained in our articles of incorporation, the Louisiana Business Corporation Law (“BCL”) includes certain provisions applicable to Louisiana corporations, such as the Company, which may be deemed to have an anti-takeover effect. Such provisions include (i) rights of shareholders to receive the fair value of their shares of stock following a control transaction from a controlling person or group and (ii) requirements relating to certain business combinations.

The Louisiana BCL provides that any person who acquires “control shares” will be able to vote such shares only if the right to vote is approved by the affirmative vote of at least a majority of both (1) all the votes entitled to be cast by shareholders and (2) all the votes entitled to be cast by shareholders excluding “interested shares”. “Control shares” is defined to include shares that would entitle the holder thereof, assuming the shares had full voting rights, to exercise voting power within any of the following ranges: (a) 20% or more but less than one-third of all voting power; (b) one-third or more

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but less than a majority of all voting power; or (c) a majority or more of all voting power. Any acquisition that would result in the ownership of control shares in a higher range would require an additional vote of shareholders. “Interested shares” includes control shares and any shares held by an officer or employee director of the corporation. If the control shares are provided full voting rights, all shareholders have dissenters’ rights entitling them to receive the “fair cash value” of their shares, which shall not be less than the highest price paid per share to acquire the control shares.

The Louisiana BCL defines a “Business Combination” generally to include (a) any merger, consolidation or share exchange of the corporation with an “Interested Shareholder” or affiliate thereof, (b) any sale, lease, transfer or other disposition, other than in the ordinary course of business, of assets equal to 10% or more of the market value of the corporation’s outstanding stock or of the corporation’s net worth to any Interested Shareholder or affiliate thereof in any 12-month period, (c) the issuance or transfer by the corporation of equity securities of the corporation with an aggregate market value of 5% or more of the total market value of the corporation’s outstanding stock to any Interested Shareholder or affiliate thereof, except in certain circumstances, (d) the adoption of any plan or proposal for the liquidation or dissolution of the corporation in which anything other than cash will be received by an Interested Shareholder or affiliate thereof, or (e) any reclassification of the corporation’s stock or merger which increases by 5% or more the ownership interest of the Interested Shareholder or any affiliate thereof. “Interested Shareholder” includes any person who beneficially owns, directly or indirectly, 10% or more of the corporation’s outstanding voting stock, or any affiliate thereof who had such beneficial ownership during the preceding two years, excluding in each case the corporation, its subsidiaries and their benefit plans.

Under the Louisiana BCL, a Business Combination must be approved by any vote otherwise required by law or the articles of incorporation, and by the affirmative vote of at least each of the following: (1) 80% of the total outstanding voting stock of the corporation; and (2) two-thirds of the outstanding voting stock held by persons other than the Interested Shareholder. However, the supermajority vote requirement shall not be applicable if the Business Combination meets certain minimum price requirements and other procedural safeguards, or if the transaction is approved by the Board of Directors prior to the time that the Interested Shareholder first became an Interested Shareholder.

The BCL authorizes the board of directors of Louisiana business corporations to create and issue (whether or not in connection with the issuance of any of its shares or other securities) rights and options granting to the holders thereof (1) the right to convert shares or obligations into shares of any class, or (2) the right or option to purchase shares of any class, in each case upon such terms and conditions as the Company may deem expedient.

Anti-Takeover Effects of the Articles of Incorporation and Bylaws and the Louisiana Business Corporation Law

The foregoing provisions of the articles of incorporation and bylaws of the Company and Louisiana law could have the effect of discouraging an acquisition of the Company or stock purchases in furtherance of an acquisition, and could accordingly, under certain circumstances, discourage transactions which might otherwise have a favorable effect on the price of our common stock.

The board of directors believes that the provisions described above are prudent and will reduce vulnerability to takeover attempts and certain other transactions that are not negotiated with and approved by our board of directors. The board of directors believes that these provisions are in our best interests and shareholders. In the board of director’s judgment, the board of directors is in the best position to determine our true value and to negotiate more effectively for what may be in the best interests of shareholders. Accordingly, the board of directors believes that it is in our best interests and shareholders to encourage potential acquirors to negotiate directly with the board of directors and that these provisions will encourage such negotiations and discourage hostile takeover attempts. It is also the board of directors’ view that these provisions should not discourage persons from proposing a merger or other transaction at prices reflective of the true value of our stock and where the transaction is in the best interests of all shareholders.

Despite the board of directors’ belief as to the benefits to our shareholders of the foregoing provisions, these provisions also may have the effect of discouraging a future takeover attempt in which shareholders might receive a substantial premium for their shares over then current market prices and may tend to perpetuate existing management. As a result, shareholders who might desire to participate in such a transaction may not have an opportunity to do so. The board of directors, however, has concluded that the potential benefits of these provisions outweigh their possible disadvantages.

111

Regulatory Restrictions

The Change in Bank Control Act provides that no person, acting directly or indirectly or through or in concert with one or more other persons, may acquire control of a savings institution unless the Office of Thrift Supervision has been given 60 days’ prior written notice. The Home Owners’ Loan Act provides that no company may acquire “control” of a savings institution without the prior approval of the Office of Thrift Supervision. Any company that acquires such control becomes a thrift holding company subject to registration, examination and regulation by the Office of Thrift Supervision. Pursuant to federal regulations, control of a savings institution is conclusively deemed to have been acquired by, among other things, the acquisition of more than 25% of any class of voting stock of the institution or the ability to control the election of a majority of the directors of an institution. Moreover, control is presumed to have been acquired, subject to rebuttal, upon the acquisition of more than 10% of any class of voting stock, or of more than 25% of any class of stock, of a savings institution where certain enumerated “control factors” are also present in the acquisition. The Office of Thrift Supervision may prohibit an acquisition if (a) it would result in a monopoly or substantially lessen competition, (b) the financial condition of the acquiring person might jeopardize the financial stability of the institution, or (c) the competence, experience or integrity of the acquiring person indicates that it would not be in the interest of the depositors or of the public to permit the acquisition of control by such person. The foregoing restrictions do not apply to the acquisition of a savings institution’s capital stock by one or more tax-qualified employee stock benefit plans, provided that the plan or plans do not have beneficial ownership in the aggregate of more than 25% of any class of equity security of the savings institution.

During the conversion and for three years following the conversion, Office of Thrift Supervision regulations prohibit any person from acquiring, either directly or indirectly, or making an offer to acquire more than 10% of the stock of any converted savings institution, such as the Bank, without the prior written approval of the Office of Thrift Supervision, except for:

•

any offer with a view toward public resale made exclusively to the institution or to underwriters or a selling group acting on its behalf;

•

offers that if consummated would not result in the acquisition by such person during the preceding 12-month period of more than 1% of such stock;

•

offers in the aggregate for up to 24.9% by the employee stock ownership plan or other tax-qualified plans of us or the Bank; and

•

an offer to acquire or acquisition of beneficial ownership of more than 10% of the common stock of the savings institution by a corporation whose ownership is or will be substantially the same as the ownership of the savings institution, provided that the offer or acquisition is made more than one year following the date of completion of the conversion.

Such prohibition also is applicable to the acquisition of our common stock. In the event that any person, directly or indirectly, violates this regulation, the securities beneficially owned by such person in excess of 10% shall not be counted as shares entitled to vote and shall not be voted by any person or counted as voting shares in connection with any matters submitted to a vote of shareholders. The definition of beneficial ownership for this regulation extends to persons holding revocable or irrevocable proxies for an institution’s stock under circumstances that give rise to a conclusive or rebuttable determination of control under Office of Thrift Supervision regulations.

In addition to the foregoing, the plan of conversion prohibits any person, prior to the completion of the conversion, from offering, or making an announcement of an intent to make an offer, to purchase subscription rights or common stock. See “The Conversion – Restrictions on Transfer of Subscription Rights and Shares.”

112

DESCRIPTION OF CAPITAL STOCK

General

We are authorized to issue 50,000,000 shares of capital stock, of which 40,000,000 are shares of common stock, par value $.01 per share (the “Common Stock”) and 10,000,000 are shares of preferred stock, par value $.01 per share (the “Preferred Stock”). We currently expect to issue up to a maximum of 9,918,750 shares of Common Stock and no shares of Preferred Stock in the conversion. Each share of our Common Stock issued in the conversion will have the same relative rights as, and will be identical in all respects with, each other share of Common Stock issued in the conversion. Upon payment of the purchase price of $10.00 per share for the Common Stock in accordance with the plan of conversion, all such stock will be duly authorized, fully paid and nonassessable based on the laws and regulations in effect as of the date of consummation of the conversion.

Our Common Stock will represent nonwithdrawable capital, will not be an account of an insurable type, and will not be insured by the FDIC.

Common Stock

Dividends. We can pay dividends if, as and when declared by our board of directors, subject to compliance with limitations which are imposed by law. See “Dividends.” The holders of our Common Stock will be entitled to receive and share equally in such dividends as may be declared by our board of directors out of funds legally available therefor. If we issue Preferred Stock, the holders thereof may have a priority over the holders of the Common Stock with respect to dividends.

Voting Rights. Upon completion of the conversion, the holders of our Common Stock will possess exclusive voting rights in the Company. They will elect our board of directors and act on such other matters as are required to be presented to them under Louisiana law or our articles of incorporation or as are otherwise presented to them by the board of directors. Except as discussed in “Restrictions on Acquisition of the Company and the Bank and Related Anti-Takeover Provisions,” each holder of Common Stock will be entitled to one vote per share and will not have any right to cumulate votes in the election of directors. If we issue Preferred Stock, holders of the Preferred Stock may also possess voting rights.

Liquidation. In the event of any liquidation, dissolution or winding up of the Bank, the Company, as the sole holder of the Bank’s capital stock, would be entitled to receive, after payment or provision for payment of all debts and liabilities of the Bank (including all deposit accounts and accrued interest thereon) and after distribution of the balance in the special liquidation account to Eligible Account Holders and Supplemental Eligible Account Holders (see “The Conversion and Offering – Liquidation Rights of Certain Depositors”), all assets of the Bank available for distribution. In the event of any liquidation, dissolution or winding up of the Company, the holders of our Common Stock would be entitled to receive, after payment or provision for payment of all our debts and liabilities, all of the assets of the company available for distribution. If Preferred Stock is issued, the holders thereof may have a priority over the holders of our Common Stock in the event of liquidation or dissolution.

Preemptive Rights. Holders of our Common Stock will not be entitled to preemptive rights with respect to any shares which may be issued in the future. Our Common Stock is not subject to any required redemption.

Preferred Stock

None of the shares of our authorized Preferred Stock will be issued in the conversion. Such stock may be issued with such preferences and designations as the board of directors may from time to time determine. Our board of directors can, without shareholder approval, issue preferred stock with voting, dividend, liquidation and conversion rights which could dilute the voting strength of the holders of the Common Stock and may assist management in impeding an unfriendly takeover or attempted change in control.

113

EXPERTS

Ernst & Young LLP, independent registered public accounting firm, has audited our financial statements at December 31, 2007 and 2006, and for each of the three years in the period ended December 31, 2007, as set forth in their report. We’ve included our financial statements in the prospectus and elsewhere in the registration statement in reliance on Ernst & Young LLP’s report, given on their authority as experts in accounting and auditing.

RP Financial has consented to the publication herein of the summary of its report to the Bank and the Company setting forth its opinion as to the estimated pro forma market value of the Common Stock to be outstanding upon completion of the conversion and its opinion with respect to subscription rights.

LEGAL AND TAX OPINIONS

The legality of the Common Stock and the federal income tax consequences of the conversion will be passed upon for Home Bank and Home Bancorp by Elias, Matz, Tiernan & Herrick L.L.P., Washington, D.C., special counsel. The Louisiana income tax consequences of the conversion will be passed upon for Home Bank and Home Bancorp, Inc. by Ernst & Young LLP, New Orleans, Louisiana. Certain legal matters will be passed upon for Sandler O’Neill & Partners, L.P. by Luse, Gorman, Pomerenk & Schick, P.C., Washington, D.C.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

The Company has filed with the SEC a Registration Statement on Form S-1 under the Securities Act of 1933 with respect to the shares of its common stock offered in this document. As permitted by the rules and regulations of the SEC, this prospectus does not contain all the information set forth in the Registration Statement. Such information can be examined without charge at the public reference facilities of the SEC located at 100 F Street, N.E., Washington, D.C. 20549, and copies of such material can be obtained from the SEC at prescribed rates. The public may obtain more information on the operations of the public reference room by calling 1-800-SEC-0330. The registration statement also is available through the SEC’s world wide web site on the internet at http://www.sec.gov. The statements contained in this prospectus as to the contents of any contract or other document filed as an exhibit to the Registration Statement are, of necessity, brief descriptions thereof and are not necessarily complete.

The Bank has filed an application with respect to the conversion with the Office of Thrift Supervision. This prospectus omits certain information contained in that application. The application may be examined at the principal office of the Office of Thrift Supervision, 1700 G Street, N.W., Washington, D.C. 20552, and at the Midwest Regional Office of the Office of Thrift Supervision located at 225 East John Carpenter Freeway, Suite 500, Irving, Texas 75062. The Company also has filed a holding company application with the OTS. This prospectus omits certain information contained in that application.

In connection with the conversion, the Company will register its common stock with the SEC under Section 12(b) of the Securities Exchange Act of 1934, and, upon such registration, the Company and the holders of its stock will become subject to the proxy solicitation rules, reporting requirements and restrictions on stock purchases and sales by directors, officers and greater than 10% shareholders, the annual and periodic reporting requirements and certain other requirements of the Securities Exchange Act of 1934. The Company has undertaken that it will not terminate such registration for a period of at least three years following the conversion.

114

INDEX TO FINANCIAL STATEMENTS

Home Bank


		Page No.
Report of Independent Registered Public Accounting Firm		F-1

Financial Statements:

Statements of Financial Condition as of March 31, 2008 (unaudited) and December 31, 2007 and 2006		F-2

Statements of Income for the three months ended March 31, 2008 and 2007 (unaudited) and the years ended December 31, 2007, 2006 and 2005		F-3

Statements of Equity for the three months ended March 31, 2008 (unaudited) and the years ended December 31, 2007, 2006 and 2005		F-5

Statements of Cash Flows for the three months ended March 31, 2008 and 2007 (unaudited) and the years ended December 31, 2007, 2006 and 2005		F-6

Notes to Financial Statements		F-8

All financial statement schedules are omitted because the required information either is not applicable or is shown in the financial statements or in the notes thereto.

The registrant, Home Bancorp, Inc., is in organization and has not yet commenced operations to date; accordingly, the financial statements of Home Bancorp, Inc. have been omitted because of their immateriality.

115

[Letterhead of Ernst & Young LLP

New Orleans, Louisiana]

Report of Independent Registered Public Accounting Firm

The Board of Directors

Home Bank

We have audited the accompanying statements of financial condition of Home Bank (the Bank) as of December 31, 2007 and December 31, 2006, and the related statements of income, equity, and cash flows for each of the three years in the period ended December 31, 2007. These financial statements are the responsibility of the Bank’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Bank’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Bank’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Home Bank at December 31, 2007 and December 31, 2006, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2007, in conformity with accounting principles generally accepted in the United States.

/s/ Ernst & Young LLP

March 28, 2008

F-1

Home Bank

Statements of Financial Condition


	March 31, 2008		December 31, 2007		December 31, 2006
	*(Unaudited)*
Assets
Cash and cash equivalents	$	13,168,514	$	11,746,082	$	27,399,259
Certificates of deposit in other institutions		2,970,000		3,267,000		3,169,000
Cash invested at other ATM locations		18,261,597		17,142,751		13,714,087
Investment securities held to maturity (fair values of $4,555,493, $4,658,338, and $5,370,984, respectively)		4,481,269		4,693,288		5,541,045
Investment securities available for sale, at fair value		62,052,234		56,995,287		53,799,718
Loans receivable, net		305,815,306		306,268,019		281,257,666
Mortgage loans, held for sale		1,639,400		1,174,650		1,605,450
Federal Home Loan Bank stock, at cost		1,329,400		943,500		891,900
Real estate owned		59,687		52,187		42,000
Office properties and equipment, net		11,656,909		11,687,580		10,396,226
Accrued interest receivable		2,214,487		2,065,756		1,857,759
Cash surrender value of bank-owned life insurance		5,070,551		5,006,615		—
Prepaid expenses and other assets		1,333,465		1,308,130		809,581

Total assets	$	430,052,819	$	422,350,845	$	400,483,691

Liabilities and equity
Deposits	$	352,128,470	$	353,536,399	$	346,250,319
Federal Home Loan Bank advances		23,370,241		16,883,436		5,434,825
Accrued interest and other liabilities		3,183,370		2,547,890		2,942,242

Total liabilities		378,682,081		372,967,725		354,627,386

Retained earnings		50,358,559		49,339,479		46,016,774
Accumulated other comprehensive income (loss)		1,012,179		43,641		(160,469	)

Total equity		51,370,738		49,383,120		45,856,305

Total liabilities and equity	$	430,052,819	$	422,350,845	$	400,483,691

See accompanying notes.

F-2

Home Bank

Statements of Income


	Quarters Ended					Years Ended
	March 31, 2008			March 31, 2007		December 31, 2007			December 31, 2006			December 31, 2005
	*(Unaudited)*			*(Unaudited)*
Interest income:
Loans	$	5,279,195		$	4,895,201	$	20,346,536		$	17,955,003		$	15,078,262
Investment securities		785,409			668,656		2,667,979			2,954,948			2,786,198
Other investments and deposits		340,451			493,918		1,947,548			1,897,693			1,405,716

		6,405,055			6,057,775		24,962,063			22,807,644			19,270,176

Interest expense:
Deposits		2,387,019			2,335,444		9,626,217			7,652,349			5,514,143
Federal Home Loan Bank advances		161,619			51,569		282,099			562,798			825,920

		2,548,638			2,387,013		9,908,316			8,215,147			6,340,063

Net interest income		3,856,417			3,670,762		15,053,747			14,592,497			12,930,113
(Reversal of) provision for loan losses		(29,511	)		37,499		419,872			260,285			252,401

Net interest income after (reversal of) provision for loan losses		3,885,928			3,633,263		14,633,875			14,332,212			12,677,712

Noninterest income:
Service fees and charges		671,078			541,708		2,344,064			2,352,035			2,261,828
Net gain on sale of loans		69,879			67,874		311,744			234,914			235,795
Net loss on sale of securities		—			—		—			(504,061	)		—
Net loss on sale of real estate owned		(210	)		—		(4,140	)		—			—
Other income		192,541			117,723		491,214			366,240			289,494

		933,288			727,305		3,142,882			2,449,128			2,787,117

Noninterest expense:
Compensation		2,092,501			1,795,978		7,994,357			6,376,790			6,013,462
Occupancy		178,124			155,465		693,250			667,258			567,901
Depreciation		202,042			202,176		867,603			752,626			759,336
Advertising		132,514			111,630		515,228			405,307			364,915
Data processing and communication		225,810			217,593		855,236			836,391			777,752
Other operating		444,164			391,246		2,141,019			1,647,116			1,650,791

		3,275,155			2,874,088		13,066,693			10,685,488			10,134,157

Income before income taxes		1,544,061			1,486,480		4,710,064			6,095,852			5,330,672
Income tax expense		524,981			505,403		1,387,359			2,072,590			1,807,777

Net income	$	1,019,080		$	981,077	$	3,322,705		$	4,023,262		$	3,522,895

See accompanying notes.

F-3

Home Bank

Statements of Equity


	Retained Earnings		Accumulated Other Comprehensive Income (Loss)			Comprehensive Income
Balance at January 1, 2005	$	38,470,617	$	104,463
Net income		3,522,895		—		$	3,522,895
Unrealized losses on securities available for sale, net of tax of $314,694		—		(610,877	)		(610,877	)

Comprehensive income		—		—		$	2,912,018

Balance at December 31, 2005		41,993,512		(506,414	)
Net income		4,023,262		—		$	4,023,262
Unrealized gains on securities available for sale, net of tax of $178,214		—		345,945			345,945

Comprehensive income		—		—		$	4,369,207

Balance at December 31, 2006		46,016,774		(160,469	)
Net income		3,322,705		—		$	3,322,705
Unrealized gains on securities available for sale, net of tax of $105,147		—		204,110			204,110

Comprehensive income		—		—		$	3,526,815

Balance at December 31, 2007		49,339,479		43,641
Net income (unaudited)		1,019,080		—		$	1,019,080
Unrealized gains on securities available for sale, net of tax of $498,944 (unaudited)		—		968,538			968,538

Comprehensive income (unaudited)		—		—		$	1,987,618

Balance at March 31, 2008 (unaudited)	$	50,358,559	$	1,012,179

See accompanying notes.

F-4

Home Bank

Statements of Cash Flows


	Quarters Ended						Years Ended
	March 31, 2008			March 31, 2007			December 31, 2007			December 31, 2006			December 31, 2005
	*(Unaudited)*			*(Unaudited)*
Operating activities
Net income	$	1,019,080		$	981,077		$	3,322,705		$	4,023,262		$	3,522,895
Adjustments to reconcile net income to net cash provided by operating activities:
(Reversal of) provision for loan losses		(29,511	)		37,499			419,872			260,285			252,401
Depreciation expense		202,042			202,176			867,603			752,626			759,336
Mortgage servicing amortization		5,499			9,999			53,399			46,285			45,282
Provision for mortgage servicing rights impairment		—			—			3,464			19,386			14,216
FHLB stock dividend		(7,700	)		(11,600	)		(38,800	)		(58,100	)		(69,358	)
Net amortization of investment premiums/discounts		114,457			(17,234	)		34,255			134,453			86,911
Gain on loans sold, net		(69,879	)		(67,874	)		(311,744	)		(234,914	)		(235,795	)
Loss on sale of real estate owned		210			—			4,140			—			—
Net loss on sale of securities		—			—			—			504,061			—
Proceeds, including principal payments, from available-for-sale loans		10,009,986			8,538,424			32,827,942			27,891,304			26,060,165
Originations of loans held for sale		(10,404,857	)		(8,066,300	)		(32,085,398	)		(29,046,840	)		(23,859,850	)
Deferred income taxes		(19,424	)		—			(435,351	)		(97,615	)		(86,211	)
Increase in interest receivable		(148,731	)		70,738			(207,997	)		(353,114	)		(175,117	)
(Increase) decrease in prepaid expenses and other assets		(30,834	)		(88	)		(587,098	)		3,641			(366,420	)
Increase in cash surrender value of bank-owned life insurance		(63,936	)		—			(6,615	)		—			—
Decrease (increase) in accrued expenses and other liabilities		144,959			188,311			(64,150	)		(184,282	)		992,575

Net cash provided by operating activities		721,361			1,865,128			3,796,227			3,660,438			6,941,030

Investing activities
Purchases of available-for-sale investment securities		(7,833,590	)		—			(20,454,451	)		(17,266,322	)		(14,874,284	)
Purchases of held-to-maturity investment securities		—			—			(1,020,000	)		—			(989,900	)
Proceeds from sales of and payments on available-for-sale investment securities		4,131,306			4,256,224			17,528,988			31,812,710			20,409,443
Proceeds from maturities and calls of available-for-sale investment securities		—			9,128			9,315			1,784			14,190
Payments on held-to-maturity mortgage-backed securities		210,382			217,251			1,863,339			1,074,307			1,205,490
(Increase) decrease in cash invested at other ATM locations		(1,118,846	)		(579,559	)		(3,428,664	)		812,099			(2,914,272	)
Net decrease (increase) in loans		482,224			(158,435	)		(25,430,225	)		(35,293,216	)		(21,103,046	)
Decrease (increase) in certificates of deposit in other institutions		297,000			297,000			(98,000	)		891,000			(3,563,000	)
Proceeds from sale of real estate owned		3,290			—			17,360			—			18,000
Purchases of office properties and equipment		(171,371	)		(377,439	)		(2,160,557	)		(736,676	)		(734,105	)
Proceeds from office properties and equipment disposals		—			—			1,600			—			—
Purchase of bank-owned life insurance		—			—			(5,000,000	)		—			—
Purchases of FHLB stock		(378,200	)		—			(718,300	)		(576,500	)		—
Proceeds from redemption of FHLB stock		—			320,900			705,500			1,001,700			974,258

Net cash (used in) provided by investing activities		(4,377,805	)		3,985,070			(38,184,095	)		(18,279,114	)		(21,557,226	)

F-5

Home Bank

Statements of Cash Flows (continued)


	Quarters Ended						Years Ended
	March 31, 2008			March 31, 2007			December 31, 2007			December 31, 2006			December 31, 2005
	*(Unaudited)*			*(Unaudited)*
Financing activities
(Decrease) increase in deposits	$	(1,407,929	)	$	1,524,584		$	7,286,080		$	37,854,441		$	30,394,299
Proceeds from issuance of debt		89,800,000			—			98,004,304			152,250,000			278,756,523
Payments on debt		(83,313,195	)		(1,512,642	)		(86,555,693	)		(164,299,229	)		(288,265,045	)

Net cash provided by financing activities		5,078,876			11,942			18,734,691			25,805,212			20,885,777

Increase (decrease) in cash and cash equivalents		1,422,432			5,862,140			(15,653,177	)		11,186,536			6,269,581
Cash and cash equivalents at beginning of period		11,746,082			27,399,259			27,399,259			16,212,723			9,943,142

Cash and cash equivalents at end of period	$	13,168,514		$	33,261,399		$	11,746,082		$	27,399,259		$	16,212,723

See accompanying notes.

F-6

Home Bank

Notes to Financial Statements

March 31, 2008 (Unaudited), March 31, 2007 (Unaudited), December 31, 2007,

and December 31, 2006

1. Description of Business

Home Bank (the Bank) is a federally chartered mutual savings bank. The Bank was officially chartered in 1908 as a Louisiana state chartered savings association. The Bank converted to a federal mutual savings bank charter in 1993. The Bank is regulated by the Office of Thrift Supervision (OTS) and its deposits are insured to the maximum permissible under federal law by the Federal Deposit Insurance Corporation (FDIC). The Bank provides a wide range of commercial, retail, and mortgage banking products and services throughout the Lafayette, Louisiana, area and surrounding parishes.

2. Inclusion of Unaudited Information

The financial information included herein as of March 31, 2008 and for the interim periods ended March 31, 2008 and 2007 is unaudited. However, in management’s opinion, the information reflects all normal, recurring adjustments that are necessary for a fair presentation. The results shown for the three months ended March 31, 2008 and 2007 are not necessarily indicative of the results to be obtained for a full year.

3. Plan of Conversion (Unaudited)

On April 3, 2008, the Board of Directors of the Bank adopted a Plan of Conversion (the Plan) whereby the Bank will convert from a federally chartered mutual savings bank to a federally chartered stock savings bank and operate as a wholly owned subsidiary of a stock holding company (the Holding Company), and offer Holding Company stock on a priority basis to qualifying depositors, tax-qualified employee benefit plans sponsored by the Bank, and others in a subscription offering, with any remaining shares to be offered to the public in a direct community offering and possibly in a syndicated community offering (the Conversion). The Conversion is subject to approval by the Office of Thrift Supervision and by the Bank’s members.

As part of the Conversion, the Bank will establish a liquidation account in an amount equal to the net worth of the Bank as of the date of the latest balance sheet appearing in the final prospectus distributed in connection with the Conversion. The liquidation account will be maintained for the benefit of eligible account holders and supplemental eligible account holders who maintain their accounts at the Bank after the Conversion. The liquidation account will be reduced annually to the extent that such account holders have reduced their qualifying deposits as of each anniversary date. Subsequent increases will not restore an account holder’s interest in the liquidation account. In the event of a complete liquidation, each eligible account holder will be entitled to receive balances for accounts then held.

F-7

Home Bank

Notes to Financial Statements (continued)

3. Plan of Conversion (continued)

Conversion cost will be deferred and reduce the proceeds from the shares sold in the Conversion. If the Conversion is not completed, all costs will be expensed. As of March 31, 2008, the Bank had incurred $19,000 of Conversion costs.

4. Summary of Significant Accounting Policies

The accounting and reporting policies of the Bank conform with accounting principles generally accepted in the United States. The following is a description of the significant policies.

Use of Estimates

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Investment and Mortgage-Backed Securities

The Bank follows Statement of Financial Accounting Standards (SFAS) No. 115, Accounting for Certain Investments in Debt and Equity Securities , with respect to its investment and mortgage-backed securities. This standard addresses the accounting and reporting for investments in equity securities that have readily determinable fair values and for all investments in debt securities. Under SFAS No. 115, investment and mortgage-backed securities, which the Bank both positively intends and has the ability to hold to maturity, are carried at amortized cost.

Investment and mortgage-backed securities that are acquired with the intention of being resold in the near term are classified under SFAS No. 115 as trading securities and are carried at fair value, with unrealized holding gains and losses recognized in current earnings. The Bank does not currently hold any securities for trading purposes.

Securities not meeting the criteria of either trading securities or held to maturity are classified as available for sale and are carried at fair value. Unrealized holding gains and losses for these securities are recognized, net of related income tax effects, as a separate component of the Bank’s equity.

F-8

Home Bank

Notes to Financial Statements (continued)

4. Summary of Significant Accounting Policies (continued)

Interest income earned on securities either held to maturity or available for sale is included in current earnings, including the amortization of premiums and the accretion of discounts using the interest method. The gain or loss realized on the sale of a security held to maturity or available for sale, as determined on a specific identification basis, is computed with reference to its amortized cost and is also included in current earnings.

The Bank reviews investment securities for impairment periodically. Impairment is considered to be other-than-temporary if it is likely that all amounts contractually due will not be received for debt securities and when there is no positive evidence indicating that an investment’s carrying amount is recoverable in the near term for equity securities. When impairment is considered other-than-temporary, the cost basis of the security is written down to fair value, with the impairment charge included in earnings in net securities gains (losses). The new cost basis is not changed for subsequent recoveries in fair value. Increases in fair value above cost on available-for-sale securities are reflected net of tax in equity and included in other comprehensive income. In evaluating whether impairment is temporary or other-than-temporary, the Bank considers, among other things, the time period the security has been in an unrealized loss position; the financial condition of the issuer and its industry; recommendations of investment advisors; economic forecasts; market or industry trends; changes in tax laws, regulations, or other governmental policies significantly affecting the issuer; any downgrades from rating agencies; and any reduction or elimination of dividends. The intent and ability of the Bank to hold a security for a period of time sufficient to allow for any anticipated recovery in fair value is also considered.

Loans

Discounts on loan originations and purchased loans are amortized using the level yield interest method over the remaining contractual life of the loan.

Nonrefundable loan origination fees, net of direct loan origination costs, are deferred and recognized over the life of the loan as an adjustment of yield by use of the interest method.

The Bank allocates the cost to acquire or originate a mortgage loan between the loan and the right to service the loan if it intends to sell or securitize the loan and retain the servicing rights. In addition, the Bank periodically assesses capitalized mortgage servicing rights for impairment based on the fair value of such rights. To the extent that temporary impairment exists, write-downs are recognized in current earnings as an adjustment to the corresponding valuation

F-9

Home Bank

Notes to Financial Statements (continued)

4. Summary of Significant Accounting Policies (continued)

allowance. Permanent impairment is recognized through a write-down of the asset with a corresponding reduction in the valuation allowance. For purposes of performing its impairment evaluation, the portfolio is stratified on the basis of certain risk characteristics, including loan type and interest rates. Capitalized servicing rights are amortized over the period of, and in proportion to, estimated net servicing income, which considers appropriate prepayment assumptions.

The amount of capitalized mortgage servicing rights for the period ended March 31, 2008 and years ended December 31, 2007 and December 31, 2006 were not material.

Interest on loans receivable is accrued as earned. Interest on loans deemed uncollectible is excluded from income. The accrual of interest is discontinued and reversed against current income once loans become at least 90 days past due. The past due status of loans is determined based on the contractual terms. Loans are returned to accrual status when all past due payments are received in full and future payments are probable.

Allowance for Loan Losses

The allowance for loan losses is maintained at an amount which management deems adequate to cover estimated probable losses on loans receivable. The allowance for loan loss is comprised of specific and general reserves. The Bank determines specific reserves based on the provisions of SFAS No. 114, as amended by SFAS No. 118, which address the accounting by creditors for impairment of certain loans. The Bank’s allowance for loan losses includes a measure of impairment related to those loans identified for evaluation under the standard. This measurement is based on a comparison of the recorded investment in the loan with either the expected cash flows discounted using the loan’s original effective interest rate or the fair value of the collateral underlying certain collateral-dependent loans. General reserves are based on management’s evaluation of many factors, including current economic trends, industry experience, historical loss experience, industry loan concentrations, the borrowers’ abilities to repay and repayment performance, probability of foreclosure, and estimated collateral values. As these factors change, adjustments to the loan loss reserve are charged to current operations. Loans and related accrued interest that are determined to be uncollectible are charged-off against the allowance for loan losses once that determination is made.

F-10

Home Bank

Notes to Financial Statements (continued)

4. Summary of Significant Accounting Policies (continued)

Cash and Cash Equivalents

For purposes of reporting cash flows, cash and cash equivalents include cash on hand, due from banks, and interest-bearing deposits with the Federal Home Loan Bank of Dallas (FHLB). The Bank considers all highly liquid debt instruments with original maturities of three months or less (excluding certificates of deposit in other institutions) to be cash equivalents.

The Bank is required to maintain reserve requirements with the Federal Reserve Bank. The appropriate requirement is dependent upon the Bank’s cash on hand or noninterest-bearing balances. The reserve requirement at March 31, 2008, December 31, 2007, and December 31, 2006 was $1,021,000, $567,000, and $1,214,000, respectively.

Loan Sales

The Bank sells mortgage loans and loan participations for an amount equal to the principal amount of loans or participations with yields to investors based upon the current market rate. Realized gains and losses related to loan sales are included in noninterest income. As of March 31, 2008, December 31, 2007, and December 31, 2006, the Bank had $17,318,227, $17,787,053, and $21,269,422, respectively, outstanding in loans sold to government agencies that it was servicing.

For financial reporting purposes, the Bank classifies a portion of its loan portfolio as “loans available for sale.” Included in this category are loans which the Bank has the current intent to sell and loans which are available to be sold in the event that the Bank determines that loans should be sold to support the Bank’s investment and liquidity objectives, as well as to support its overall asset and liability management strategies. Loans included in this category for which the Bank has the current intention to sell are recorded at the lower of aggregate cost or fair value. As of March 31, 2008, December 31, 2007, and December 31, 2006, the Bank had $1,639,400, $1,174,650, and $1,605,450, respectively, in loans classified as “available for sale.”

Salary Continuation Agreements

The Bank records the expense associated with its salary continuation agreements over the service periods of the persons covered under these agreements.

F-11

Home Bank

Notes to Financial Statements (continued)

4. Summary of Significant Accounting Policies (continued)

Other Real Estate Owned

Other real estate owned (REO) property is carried at fair value less estimated selling costs. Costs relating to the development and improvement of REO property are capitalized, and costs relating to holding and maintaining the property are expensed. Write-downs from cost to fair value at the dates of foreclosure are charged against the allowance for loan losses. Valuations are periodically performed and an allowance for loss is established by a charge to operations if the carrying value of a property exceeds its fair value less selling costs. The Bank had $59,687, $52,187, and $42,000 of other real estate owned as of March 31, 2008, December 31, 2007, and December 31, 2006, respectively.

Federal Home Loan Bank Stock

As a member of the FHLB, the Bank is required to maintain a minimum level of investment in capital stock of the FHLB based on specific percentages of its outstanding FHLB advances, total assets, and mortgages. The Bank’s investment in FHLB stock is carried at par value ($100 per share), which reasonably approximates its fair value, as excess stock amounts held are redeemed quarterly at par by the FHLB.

Office Properties and Equipment

Office properties and equipment are stated at cost. Depreciation is computed using the straight-line method with rates based on the estimated useful lives of the individual assets, which range from 3 to 40 years. Expenditures which substantially increase the useful lives of existing property and equipment are capitalized while routine expenditures for repairs and maintenance are expensed as incurred.

Income Taxes

The Bank accounts for income taxes under the liability method. Deferred tax assets and liabilities are established for the temporary differences between the financial reporting basis and the tax basis of the Bank’s assets and liabilities using enacted tax rates expected to be in effect during the year in which the differences in basis reverse.

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Home Bank

Notes to Financial Statements (continued)

4. Summary of Significant Accounting Policies (continued)

During 2007, the Bank adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (FIN 48). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in financial statements in accordance with SFAS No. 109, Accounting for Income Taxes . The Bank does not believe it has any material unrecognized tax benefits included in its financial statements. The Bank has not had any settlements in the current period with taxing authorities, nor has it recognized tax benefits as a result of a lapse of the applicable statute of limitations.

The Bank recognizes interest and penalties accrued related to unrecognized tax benefits, if applicable, in noninterest expense. During the years ended December 31, 2007, December 31, 2006, and December 31, 2005, the Company did not recognize any interest or penalties in its financial statements, nor has it recorded an accrued liability for interest or penalty payments.

Cash Surrender Value of Life Insurance

Life insurance contracts represent single premium life insurance contracts on the lives of certain officers of the Bank. The Bank is the beneficiary of these policies. These contracts are reported at their cash surrender value and changes in the cash surrender value are included in other non-interest income.

Comprehensive Income

Generally accepted accounting principles (GAAP) generally require that recognized revenues, expenses, gains, and losses be included in net earnings. Although certain changes in assets and liabilities, such as unrealized gains and losses on available-for-sale securities, are reported as a separate component of the equity section of the balance sheets, such items, along with net earnings, are components of comprehensive income. The Bank presents comprehensive income in its statements of equity.

Reclassifications

Certain reclassifications have been made to prior period balances to conform to the current period presentation.

F-13

Home Bank

Notes to Financial Statements (continued)

4. Summary of Significant Accounting Policies (continued)

Effect of New Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board (FASB) issued SFAS No. 157, Fair Value Measurement. SFAS No. 157 provides enhanced guidance for using fair value to measure assets and liabilities. The standard also responds to investors’ requests for expanded information about the extent to which companies measure assets and liabilities at fair value, the information used to measure fair value, and the effect of fair value measurements on earnings, and applies whenever other standards require or permit assets or liabilities to be measured at fair value. Under the standard, fair value refers to the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the reporting entity transacts its business. SFAS No. 157 clarifies the principle that fair value should be based on the assumptions market participants would use when pricing the asset or liability. In support of this principle, SFAS No. 157 establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. Under the standard, fair value measurements would be separately disclosed by level within the fair value hierarchy. The Bank adopted SFAS No. 157 on January 1, 2008. The adoption did not have a material impact on the Bank’s financial position or results of operations. See Note 5 for additional information related to the Bank’s adoption of SFAS No. 157.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. SFAS No. 159 provides the Bank with an option to report selected financial assets and liabilities at fair value and establishes presentation and disclosure requirements to facilitate reporting between companies. The fair value option established by this statement permits the Bank to choose to measure eligible items at fair value at specified election dates. The Bank shall then report unrealized gains and losses on items for which the fair value option has been elected in earnings at each reporting date subsequent to implementation. The Bank adopted SFAS No. 159 on January 1, 2008. The adoption did not have a material impact on the Bank’s financial position or results of operations.

F-14

Home Bank

Notes to Financial Statements (continued)

4. Summary of Significant Accounting Policies (continued)

In December 2007, the FASB issued SFAS 141(R), Business Combinations. SFAS 141(R) will impact how entities apply the acquisition method to business combinations. Significant changes to how the Bank accounts for business combinations under this statement include: (1) the acquisition date will be date the acquirer obtains control, (2) all identifiable assets acquired, liabilities assumed, and noncontrolling interests in the acquiree will be stated at fair value on the acquisition date, (3) assets or liabilities arising from noncontractual contingencies will be measured at their acquisition date fair value only if it is more likely than not that they meet the definition of an asset or liability on the acquisition date, (4) adjustments subsequently made to the provisional amounts recorded on the acquisition date will be made retroactively during a measurement period not to exceed one year, (5) acquisition-related restructuring costs that do not meet the criteria in SFAS 146, Accounting for Costs Associated with Exit or Disposal Activities, will be expensed as incurred, (6) transaction costs will be expensed as incurred, (7) reversals of deferred income tax valuation allowances and income tax contingencies will be recognized in earnings subsequent to the measurement period, and (8) the allowance for loan losses of an acquiree will not be permitted to be recognized by the acquirer. Additionally, SFAS 141(R) will require additional disclosures regarding subsequent changes to acquisition-related contingencies, contingent consideration, noncontrolling interests, acquisition-related transaction costs, fair values and cash flows not expected to be collected for acquired loans, and goodwill valuation.

F-15

Home Bank

Notes to Financial Statements (continued)

5. Fair Value Measurements (Unaudited)

On January 1, 2008, the Bank adopted the provisions of SFAS No. 157, Fair Value Measurements , and SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities . SFAS No. 157 clarifies the principle that fair value should be based on the assumptions market participants would use when pricing the asset or liability and establishes a fair value hierarchy that prioritizes the inputs used to develop those assumptions and measure fair value. The hierarchy requires companies to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

•

Level 1 – Quoted prices in active markets for identical assets or liabilities.

•

Level 2 – Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

•

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies, and similar techniques that use significant unobservable inputs.

A description of the valuation methodologies used for instruments measured at fair value follows, as well as the classification of such instruments within the valuation hierarchy.

Securities Available For Sale

Securities are classified within Level 1 where quoted market prices are available in an active market. Inputs include securities that have quoted prices in active markets for identical assets. If quoted market prices are unavailable, fair value is estimated using pricing models or quoted prices of securities with similar characteristics, at which point the securities would be classified within Level 2 of the hierarchy. Examples may include certain collateralized mortgage and debt obligations. The Bank’s current investment portfolio does not include Level 3 securities as of March 31, 2008.

F-16

Home Bank

Notes to Financial Statements (continued)

5. Fair Value Measurements (unaudited) (continued)

Mortgage Loans Held For Sale

As of March 31, 2008, the Bank had $1,639,400 of loans held for sale. Mortgage loans originated and held for sale are carried at the lower of cost or estimated fair value. The Bank obtains quotes or bids on these loans directly from purchasing financial institutions. Typically these quotes include a premium on the sale; thus, these quotes indicate the fair value of the held for sale loans is greater than cost. At March 31, 2008, the entire balance of $1,639,400 was recorded at cost.

Impaired Loans

Loans are measured for impairment using the methods permitted by SFAS No. 114, Accounting by Creditors for Impairment of a Loan . Fair value of impaired loans is measured by either the loan’s obtainable market price, if available (Level 1), the fair value of the collateral if the loan is collateral dependent (Level 2), or the present value of expected future cash flows, discounted at the loan’s effective interest rate (Level 3). Fair value of the collateral is determined by appraisals or independent valuation.

Other Real Estate Owned (OREO)

As of March 31, 2008, the Bank had $59,687 in OREO, which includes all real estate, other than bank premises used in bank operations, owned or controlled by the Bank, including real estate acquired in settlement of loans. Properties are recorded at the balance of the loan or at estimated fair value less estimated selling costs, whichever is less, at the date acquired. Fair values of OREO at March 31, 2008, are determined by sales agreement or appraisal, and costs to sell are based on estimation per the terms and conditions of the sales agreement. Inputs include appraisal values on the properties or recent sales activity for similar assets in the property’s market; thus, OREO measured at fair value would be classified within Level 2 of the hierarchy.

F-17

Home Bank

Notes to Financial Statements (continued)

5. Fair Value Measurements (unaudited) (continued)

The Bank has segregated all financial assets and liabilities that are measured at fair value on a recurring basis into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date in the table below.


			Fair Value Measurements Using
	March 31, 2008		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Available-for-sale securities	$	62,052,234	$	—	$	62,052,234	$	—

The Company did not record any liabilities at fair value for which measurement of the fair value was made on a recurring basis.

Gains and losses (realized and unrealized) included in earnings (or changes in net assets) for the first three months of 2008 are reported in noninterest income or other comprehensive income as follows:


	Noninterest Income		Other Comprehensive Income
Total gains included in earnings	$	—	$	—
Change in unrealized gains relating to assets still held at March 31, 2008		—		968,538

The Bank has segregated all financial assets and liabilities that are measured at fair value on a nonrecurring basis into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date in the table below.


			Fair Value Measurements Using
	March 31, 2008		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
OREO	$	59,687	$	—	$	59,687	$	—

F-18

Home Bank

Notes to Financial Statements (continued)

5. Fair Value Measurements (unaudited) (continued)

The Bank did not record any liabilities at fair value for which measurement of the fair value was made on a nonrecurring basis. There are no unrealized or realized gains or losses included in earnings or changes in net assets for the first three months of 2008 related to these nonrecurring fair value measurements.

SFAS No. 159 provides the Bank with an option to report selected financial assets and liabilities at fair value. The fair value option established by this statement permits companies to choose to measure eligible items at fair value at specified election dates and report unrealized gains and losses on items for which the fair value option has been elected in earnings at each reporting date subsequent to implementation.

The Bank has currently chosen not to elect the fair value option for any items that are not already required to be measured at fair value in accordance with accounting principles generally accepted in the United States and, as such, has not included any gains or losses in earnings for the three months ended March 31, 2008. The Bank has also not recorded a cumulative effect adjustment for the change in accounting principle during the three months ended March 31, 2008.

6. Merger with Crowley Building and Loan Association

On June 30, 2006, the Bank acquired by merger Crowley Building and Loan Association (CBLA), a mutual association, in a business combination accounted for as a pooling of interests. Since CBLA was a mutual association, no consideration was paid in the merger. The assets, liabilities, and operating results of CBLA have been included in the accompanying financial statements as of January 1, 2005.

7. Cash Invested at ATM Locations

The Bank has entered into contracts with various counterparties to provide cash for ATMs at approximately 900 locations throughout the United States. The contracts range in terms up to two years and contain options to extend the contracts for certain periods. As of March 31, 2008, the Bank had commitments to fund up to a maximum of $23 million associated with these contracts. The maximum amounts committed under these agreements were $21 million, $27 million, and $20 million during 2008, 2007, and 2006, respectively. Under the terms of these agreements, the Bank retains ownership of the cash in the ATM at all times. The Bank had accrued receivables associated with these contracts of approximately $85,431, $101,100, and $90,700 as of March 31, 2008, December 31, 2007, and December 31, 2006, respectively.

F-19

Home Bank

Notes to Financial Statements (continued)

8. Investment and Mortgage-Backed Securities

Summary information regarding investment and mortgage-backed securities classified as available for sale and held to maturity as of March 31, 2008, December 31, 2007, and December 31, 2006 follows:

Securities Available For Sale


	March 31, 2008 (Unaudited)
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses				Estimated Fair Value
					Less than 1 year		Greater than 1 year
U.S. Government agencies: Mortgage-backed securities	$	58,519,226	$	1,630,287	$	14,893	$	100,450	$	60,034,170
Bonds		1,999,404		18,660		—		—		2,018,064

	$	60,518,630	$	1,648,947	$	14,893	$	100,450	$	62,052,234


	December 31, 2007
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses				Estimated Fair Value
					Less than 1 year		Greater than 1 year
U.S. Government agencies: Mortgage-backed securities	$	54,930,111	$	259,828	$	157,884	$	35,528	$	54,996,527
Bonds		1,999,053		—		293		—		1,998,760

	$	56,929,164	$	259,828	$	158,177	$	35,528	$	56,995,287


	December 31, 2006
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses				Estimated Fair Value
					Less than 1 year		Greater than 1 year
U.S. Government agencies: Mortgage-backed securities	$	52,045,150	$	162,432	$	388,904	$	866	$	51,817,812
Bonds		1,997,703		—		472		15,325		1,981,906

	$	54,042,853	$	162,432	$	389,376	$	16,191	$	53,799,718

F-20

Home Bank

Notes to Financial Statements (continued)

8. Investment and Mortgage-Backed Securities (continued)

Securities Held to Maturity


	March 31, 2008 (Unaudited)
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
U.S. Government agencies: Mortgage-backed securities	$	3,341,481	$	52,995	$	—	$	3,394,476
Bonds		1,139,788		22,361		1,132		1,161,017

	$	4,481,269	$	75,356	$	1,132	$	4,555,493


	December 31, 2007
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
U.S. Government agencies: Mortgage-backed securities	$	3,553,447	$	—	$	60,611	$	3,492,836
Bonds		1,139,841		25,661		—		1,165,502

	$	4,693,288	$	25,661	$	60,611	$	4,658,338


	December 31, 2006
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
U.S. Government agencies: Mortgage-backed securities	$	4,424,370	$	8	$	160,127	$	4,264,251
Bonds		1,116,675		—		9,942		1,106,733

	$	5,541,045	$	8	$	170,069	$	5,370,984

The unrealized losses on the Bank’s available-for-sale and held-to-maturity securities at March 31, 2008, December 31, 2007, and December 31, 2006, were caused by interest rate changes. The Bank has the ability and intent to hold the securities until a recovery of fair value.

F-21

Home Bank

Notes to Financial Statements (continued)

8. Investment and Mortgage-Backed Securities (continued)

The Bank’s mortgage-backed securities have contractual maturities ranging from 5 to 30 years, and the bonds have contractual maturities ranging from one to 10 years. However, actual maturities may differ from contractual maturities due to borrowers’ rights to prepay the underlying mortgage loans held as collateral. The remaining weighted-average maturity of mortgage-backed securities was approximately 22, 24, and 13 years as of March 31, 2008, December 31, 2007, and December 31, 2006, respectively.

Accrued interest receivable for investment securities was $342,823, $344,445, and $310,256 as of March 31, 2008, December 31, 2007, and December 31, 2006, respectively.

At March 31, 2008, December 31, 2007, and December 31, 2006, the Bank had $6,383,118, $6,724,786, and $2,562,254, respectively, of securities pledged against deposits.

9. Loans Receivable

Loans receivable consisted of the following as of the dates indicated:


	March 31, 2008			December 31, 2007			December 31, 2006
	*(Unaudited)*
Real estate loans – fixed rate	$	210,404,123		$	209,919,120		$	193,951,680
Real estate loans – adjustable rate		49,141,962			49,829,492			50,042,748
Other loans:
Loans secured by savings deposits		3,312,707			2,934,661			3,108,875
Consumer loans		11,645,691			11,196,058			9,501,818
Commercial – other		45,867,758			45,794,143			37,771,551

		320,372,241			319,673,474			294,376,672
Less: Allowance for loan losses		(2,283,796	)		(2,314,132	)		(2,007,779	)
Undistributed portion of construction loans		(11,956,415	)		(10,767,398	)		(10,803,342	)
Net deferred loan origination fees		(316,724	)		(323,925	)		(307,885	)

	$	305,815,306		$	306,268,019		$	281,257,666

F-22

Home Bank

Notes to Financial Statements (continued)

9. Loans Receivable (continued)

The composition of the real estate loan portfolio classified by type of property was as follows as of the dates indicated:


	March 31, 2008		December 31, 2007		December 31, 2006
	*(Unaudited)*
One- to four-unit residential	$	169,907,338	$	169,777,149	$	151,336,616
Five- or more-unit residential		7,167,974		7,241,789		8,149,418
Nonresidential		72,096,914		72,120,137		73,066,156
Land		10,373,859		10,609,537		11,442,238

Total real estate loans, net of undisbursed portion	$	259,546,085	$	259,748,612	$	243,994,428

Accrued interest receivable for loans was $1,771,370, $1,605,256, and $1,444,161 as of March 31, 2008, December 31, 2007, and December 31, 2006, respectively.

10. Allowance for Loan Losses

A summary of activity in the allowance for loan losses is as follows:


	March 31, 2008			December 31, 2007			December 31, 2006			December 31, 2005
	*(Unaudited)*
Balance at beginning of period	$	2,314,132		$	2,007,779		$	1,821,390		$	1,627,712
Provision (reversal)		(29,511	)		419,872			260,285			252,401
Charge-offs, net of recoveries		(825	)		(113,519	)		(73,896	)		(58,723	)

Balance at end of period	$	2,283,796		$	2,314,132		$	2,007,779		$	1,821,390

F-23

Home Bank

Notes to Financial Statements (continued)

10. Allowance for Loan Losses (continued)

Nonaccrual loans for which interest had been suspended totaled $1,337,051, $1,283,551, and $871,083 as of March 31, 2008, December 31, 2007, and December 31, 2006, respectively. Interest income that would have been recognized on these loans under the Bank’s normal lending terms is approximately $122,000, $59,000, $119,000, $41,000, and $62,000 for the quarters ended March 31, 2008 and March 31, 2007, and years ended December 31, 2007, December 31, 2006, and December 31, 2005, respectively. All impaired loans at March 31, 2008, December 31, 2007, and December 31, 2006 are classified as nonaccrual. The average recorded investment in impaired loans was $1,310,301, $1,075,000, and $805,401 for the quarter ended March 31, 2008, and years ended December 31, 2007 and December 31, 2006, respectively. Reserves associated with these loans were not material as of March 31, 2008, December 31, 2007, and December 31, 2006, respectively. No interest income was recognized related to impaired loans for the quarters ended March 31, 2008 and March 31, 2007. The amount of interest income recognized related to impaired loans was $7,862, $45,823, and $20,104 for the years ended December 31, 2007, December 31, 2006, and December 31, 2005, respectively. There were no loans past due 90 days or more and still accruing interest at March 31, 2008, December 31, 2007, and December 31, 2006.

The Bank grants commercial, real estate, and consumer loans to customers located primarily in Lafayette Parish and surrounding areas. The Bank’s primary service area has a degree of dependency on energy and energy-related industries.

The Bank evaluates the credit risk of each customer on an individual basis and, where deemed appropriate, collateral is obtained. Collateral varies by individual loan customer but may include real estate, equipment, deposits, personal and government guarantees, and general security agreements. Access to collateral is dependent upon the type of collateral obtained. On an ongoing basis, the Bank monitors its collateral and the collateral value related to the loan balance outstanding.

F-24

Home Bank

Notes to Financial Statements (continued)

11. Loan Servicing

Mortgage loans sold to and serviced for others are not included in the accompanying statements of financial condition. The unpaid principal balances of these loans as of the dates indicated are summarized as follows:


	March 31, 2008		December 31, 2007		December 31, 2006
	*(Unaudited)*
Mortgage loans sold to Federal Home Loan Mortgage Corporation without recourse	$	15,582,550	$	16,123,727	$	19,603,938
Mortgage loans sold to Federal National Mortgage Association without recourse		1,735,677		1,663,326		1,665,484

Balance at end of year	$	17,318,227	$	17,787,053	$	21,269,422

Custodial and escrow account balances maintained in connection with the foregoing loan servicing arrangements were $172,010, $110,425, and $109,747 as of March 31, 2008, December 31, 2007, and December 31, 2006, respectively.

12. Office Properties and Equipment

Office properties and equipment consisted of the following as of the dates indicated:


	March 31, 2008			December 31, 2007			December 31, 2006
	*(Unaudited)*
Land	$	3,366,642		$	3,366,642		$	2,198,372
Buildings and improvements		9,425,709			9,425,709			8,878,693
Furniture and equipment		5,467,854			5,296,483			5,124,864

		18,260,205			18,088,834			16,201,929
Less accumulated depreciation		(6,603,296	)		(6,401,254	)		(5,805,703	)

	$	11,656,909		$	11,687,580		$	10,396,226

F-25

Home Bank

Notes to Financial Statements (continued)

13. Income Taxes

The Bank files federal income tax returns on a calendar year basis. Income tax expense (benefit) for the quarters ended March 31, 2008 and March 31, 2007, and years ended December 31, 2007, December 31, 2006, and December 31, 2005, is summarized as follows:


	Quarters Ended March 31,				Years Ended December 31,
	2008		2007		2007			2006			2005
	*(Unaudited)*		*(Unaudited)*
Current	$	505,557	$	401,553	$	1,822,710		$	2,170,205		$	1,893,988
Deferred		19,424		103,850		(435,351	)		(97,615	)		(86,211	)

	$	524,981	$	505,403	$	1,387,359		$	2,072,590		$	1,807,777

The components of the Bank’s net deferred tax liabilities are as follows:


	March 31, 2008			December 31, 2007			December 31, 2006
	*(Unaudited)*
Deferred tax (liabilities) assets:
FHLB stock dividends	$	(50,000	)	$	(47,000	)	$	(400,000	)
Loan loss reserves		50,000			60,000			(83,000	)
Accumulated depreciation		(371,000	)		(375,000	)		(81,000	)
Unrealized (gain) loss on securities available for sale		(522,000	)		(22,000	)		83,000
Mortgage servicing rights		(11,000	)		(13,000	)		(41,000	)
Deferred compensation		146,000			143,000			—
Other		(27,000	)		(13,000	)		(250,000	)

Deferred tax liability	$	(785,000	)	$	(267,000	)	$	(772,000	)

F-26

Home Bank

Notes to Financial Statements (continued)

13. Income Taxes (continued)

For the year ended December 31, 2007, the provision for federal income taxes differed from the amount computed by applying the federal income tax statutory rate of 34% on income from operations as indicated in the following analysis (dollars in thousands):


Federal tax based on statutory rate	$	1,601,422
Decrease resulting from:
Effect of tax-exempt income		(8,590	)
Tax credits		(138,052	)
Other		(67,421	)

Income tax expense	$	1,387,359

Effective rate		29.5	%

There were no significant differences between the statutory and effective tax rates for the three months ended March 31, 2008 and March 31, 2007, and the years ended December 31, 2006 and December 31, 2005.

Retained earnings at March 31, 2008, December 31, 2007, and December 31, 2006, included $5,836,965 for which no deferred federal income tax liability has been recognized. This amount represents an allocation of income to bad debt deductions for tax purposes only. Reductions of amounts so allocated for purposes other than bad debt losses would create income for tax purposes only, which would be subject to the then-current federal statutory income tax rate. The unrecorded deferred income tax liability on the above amount was $1,984,568 at March 31, 2008, December 31, 2007, and December 31, 2006. Current accounting standards do not require the accrual of this deferred tax amount to be recorded unless it is probable that the reserve (for tax purposes) will be significantly depleted by loan losses deductible for tax purposes in the future. Based on current estimates of losses within the Bank’s loan portfolio, accrual of the deferred tax liability associated with this reserve was not required as of March 31, 2008, December 31, 2007, and December 31, 2006.

F-27

Home Bank

Notes to Financial Statements (continued)

14. Employee Benefit Plans

The Bank’s 401(k) defined contribution plan allows its participants to contribute up to 75% of their pretax earnings on a tax-deferred basis up to the statutory limit, and the Bank contributes a matching contribution on behalf of plan participants limited to 4% of the employees’ salaries. Additionally, the Bank contributes 7% of each employee’s salary, on their behalf, to the plan regardless of whether such employees make individual contributions to the plan. During the quarters ended March 31, 2008 and March 31, 2007 and years ended December 31, 2007, December 31, 2006, and December 31, 2005, the Bank made contributions of $166,663, $151,288, $403,157, $334,772, and $322,007, respectively, in connection with the plan, which is included in compensation expense in the accompanying statements of income.

Salary Continuation Agreement

As a supplement to its 401(k) retirement plan, the Bank has entered into salary continuation agreements with certain executive officers of the Bank. Under his salary continuation agreement, the Chief Executive Officer will be entitled to a stated annual benefit for a period of ten years upon retirement from the Bank after attaining age 62. Benefits under the agreement vest over ten years, with 50% of this benefit having vested in 2007. In the event of early retirement, the Bank shall pay the CEO his vested benefits in 120 equal monthly installments upon his attaining age 62. Upon death during active service, the Bank shall distribute to the executive’s beneficiary an amount equal to two times his fully vested normal retirement benefit, payable in monthly installments over five years.

In the event of a separation from service within 24 months following a change in control but prior to normal retirement age, the Bank shall distribute to the Chief Executive Officer his fully vested annual benefit in 12 equal monthly installments for ten years beginning the earlier of 24 months after separation from service or age 62. If separation from service occurs more than 24 months following a change in control, the annual benefit shall be distributed beginning at age 62.

Similar nonqualified salary continuation agreements were entered into with certain other executives as well, which provide that the executives will be entitled to a stated annual benefit for a period of ten years upon retirement from the Bank after attaining age 65, distributed monthly. In the event of early retirement, the Bank shall pay the executives their vested benefits in 120 equal monthly installments upon attaining age 65. Upon death during active service, the Bank shall distribute the fully vested normal retirement benefit to the executive’s beneficiary in 120 monthly installments. In the event of a separation from service within 24 months following a change in control but prior to normal retirement age, the Bank shall distribute to the executive

F-28

Home Bank

Notes to Financial Statements (continued)

14. Employee Benefit Plans (continued)

the vested portion of the annual benefit in a lump sum on the first day of the month following the separation from service. In each case, benefits are subject to a six-month delay to the extent required by applicable law.

The agreements resulted in a one-time adjustment to record liability equal to the present value of the benefits expected to be provided to each of the executives for the service of the executives to date. This adjustment resulted in compensation expense of $421,967 for the year ended December 31, 2007. For the quarter ended March 31, 2008, the Bank recorded compensation expense of $6,216 related to these agreements.

15. Deposits

Deposits consisted of the following major classifications as of the dates indicated:


	March 31, 2008		December 31, 2007		December 31, 2006
	*(Unaudited)*
Demand deposit accounts	$	53,673,168	$	50,791,478	$	54,756,049
Savings		19,132,460		19,114,785		18,831,955
Money market accounts		70,481,492		69,318,978		59,282,525
NOW accounts		37,318,209		37,935,401		38,983,897
Certificates of deposit		171,523,141		176,375,757		174,395,893

	$	352,128,470	$	353,536,399	$	346,250,319

Deposit maturities at December 31, 2007, are as follows:


Maturity	Amount
No stated maturity	$	177,449,766
2008		142,523,513
2009		17,695,753
2010		7,931,245
2011		4,061,416
2012 and thereafter		3,874,706

	$	353,536,399

F-29

Home Bank

Notes to Financial Statements (continued)

15. Deposits (continued)

The aggregate amount of certificates of deposit with balances of $100,000 or more was $68,465,779, $71,144,069, and $72,599,959 at March 31, 2008, December 31, 2007, and December 31, 2006, respectively.

16. Commitments and Contingencies

Standby letters of credit represent commitments by the Bank to meet the obligations of certain customers if called upon. Outstanding standby letters of credit were approximately $0.8 million, $1.1 million, and $1.2 million as of March 31, 2008, December 31, 2007, and December 31, 2006, respectively.

Additionally, in the normal course of business, there were various other commitments and contingent liabilities which are not reflected in the financial statements. Loan commitments are single-purpose commitments to lend which will be funded and reduced according to specified repayment schedules. Most of these commitments have maturities of less than one year. Loan commitments outstanding were approximately $61.3 million, $47.4 million, and $49.1 million for the periods ended March 31, 2008, December 31, 2007, and December 31, 2006, respectively. Unused availability under outstanding lines-of-credit was approximately $21.9 million, $20.8 million, and $20.9 million as of March 31, 2008, December 31, 2007, and December 31, 2006, respectively. The Bank uses the same credit policies in making commitments as it does for on-balance-sheet instruments. The Bank normally secures its outstanding standby letters of credit with deposits from the customer. The Bank evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management’s credit evaluation of the customer. Collateral held varies but may include certificates of deposit, property, plant and equipment, and income-producing properties. There are no commitments which present an unusual risk to the Bank, and no material losses are anticipated as a result of these transactions.

In early 2007, various lawsuits were filed against the Bank alleging the claimants incurred losses during 2006 as a result of the Bank accepting deposits with forged endorsements from a customer. The Bank’s Fidelity Bond insurance policy includes a deductible of $100,000. This deductible was recorded as an expense in 2006. The Bank, its legal representative, and its insurer are collaborating to resolve by settlement all cases associated with this matter based on the individual facts and circumstances of all interested parties. Settlements are being funded by the insurer. If the Bank’s insurer were not funding these settlements, the effect on the Bank’s financial position and results of operations could be material.

F-30

Home Bank

Notes to Financial Statements (continued)

17. Federal Home Loan Bank Advances

FHLB advances consist of the following obligations:

As of March 31, 2008 (Unaudited)


Maturity/Balloon Date	Weighted Average Interest Rate		Principal Balance
Latest maturity 07/07/08	2.3680	%	$	11,500,000
Latest maturity 12/31/09	3.7698			6,000,000
Latest maturity 11/09/10	4.3384			5,870,241

			$	23,370,241

As of December 31, 2007


Maturity/Balloon Date	Weighted Average Interest Rate		Principal Balance
Latest maturity 07/07/08	4.2776	%	$	8,000,000
Latest maturity 12/31/09	4.2303			3,000,000
Latest maturity 11/09/10	4.3383			5,883,436

			$	16,883,436

Collateral for the FHLB advances is secured through a blanket lien evidenced by the Bank’s pledge of first mortgage collateral, demand deposit accounts, capital stock, and certain other assets pursuant to the “Advances, Collateral Pledge and Security Agreement.” Under this collateral pledge agreement, the Bank must meet all statutory and regulatory capital standards and must meet all FHLB credit underwriting standards. Management believes that the Bank is in compliance with all such requirements as of March 31, 2008 and December 31, 2007.

As of March 31, 2008 and December 31, 2007, the Bank had $160.0 million and $160.6 million, respectively, of additional FHLB advances available.

F-31

Home Bank

Notes to Financial Statements (continued)

18. Related-Party Transactions

Directors and officers of the Bank have been customers of, and have had other transactions with, the Bank for several years. Loan transactions with directors, officers, and employees are generally made on substantially the same terms as those prevailing at the time for comparable loans to other persons. Loans outstanding to directors, officers, and employees totaled approximately $3,447,000, $3,493,500, and $3,245,000 as of March 31, 2008, December 31, 2007, and December 31, 2006, respectively. During 2008, new loans made to related parties totaled $213,541 and net repayments and/or reclassifications totaled $260,000. During 2007, new loans made to related parties totaled $1,110,978 and net repayments and/or reclassifications totaled $862,478. Related deposit accounts totaled approximately $11,067,000, $11,088,000, and $16,282,000 as of March 31, 2008, December 31, 2007, and December 31, 2006, respectively.

F-32

Home Bank

Notes to Financial Statements (continued)

19. Fair Value of Financial Instruments

SFAS No. 107, Disclosures about Fair Value of Financial Instruments , requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate that value. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented below do not necessarily represent the underlying value of the Bank.


	March 31, 2008
	Carrying Value		Estimated Fair Value
	(Unaudited)
Assets:
Cash and cash equivalents	$	13,168,514	$	13,168,514
Certificates of deposit in other institutions		2,970,000		2,970,000
Cash invested at ATM locations		18,261,597		18,261,597
Investments and mortgage-backed securities		64,999,899		66,607,727
Loans, net		307,454,706		305,080,000
FHLB stock		1,329,400		1,329,400

Liabilities:
Deposits		352,128,470		354,272,000
FHLB advances		23,370,241		23,648,000

F-33

Home Bank

Notes to Financial Statements (continued)

19. Fair Value of Financial Instruments (continued)


	December 31, 2007
	Carrying Value		Estimated Fair Value
Assets:
Cash and cash equivalents	$	11,746,082	$	11,746,082
Certificates of deposit in other institutions		3,267,000		3,267,000
Cash invested at ATM locations		17,142,751		17,142,751
Investments and mortgage-backed securities		61,622,452		61,653,625
Loans, net		307,442,669		304,690,000
FHLB stock		943,500		943,500

Liabilities:
Deposits		353,536,399		353,881,000
FHLB advances		16,883,436		16,919,000

	December 31, 2006
	Carrying Value		Estimated Fair Value
Assets:
Cash and cash equivalents	$	27,399,259	$	27,399,259
Certificates of deposit in other institutions		3,169,000		3,169,000
Cash invested at ATM locations		13,714,087		13,714,087
Investments and mortgage-backed securities		59,356,560		59,340,763
Loans, net		282,863,116		281,005,000
FHLB stock		891,900		891,900

Liabilities:
Deposits		346,250,319		342,758,000
FHLB advances		5,434,825		5,349,000

The carrying value of cash and cash equivalents, short-term investments, and cash invested at ATM locations is a reasonable estimate of fair value.

The fair value for investment and mortgage-backed securities is determined from quoted market prices. If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities.

F-34

Home Bank

Notes to Financial Statements (continued)

19. Fair Value of Financial Instruments (continued)

The fair value of loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturity.

The carrying value of FHLB stock approximates fair value based upon the redemption provisions of the FHLB.

The fair value of demand deposits, savings, and interest-bearing demand deposits is the amount payable on demand. The fair value of fixed-maturity certificates of deposit is estimated by discounting the future cash flows using the rates currently offered for deposits of similar remaining maturities.

The carrying amount of the FHLB advances is estimated using the rates currently offered for advances of similar maturities.

The fair value of off-balance sheet financial instruments as of March 31, 2008, December 31, 2007, and December 31, 2006 was not material.

20. Regulatory Matters

The Bank is subject to regulatory capital requirements administered by the OTS and FDIC. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of its assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier 1 capital (as defined) to average assets (as defined). Management believes, as of March 31, 2008, that the Bank meets all capital adequacy requirements to which it is subject.

F-35

Home Bank

Notes to Financial Statements (continued)

20. Regulatory Matters (continued)

As of March 31, 2008 and December 31, 2007, the most recent notification from the OTS categorized the Bank as “well capitalized” under the OTS regulatory classification framework. To be categorized as “well capitalized,” the Bank must maintain minimum total risk-based, Tier 1 risk-based, Tier 1 leverage, and tangible capital ratios as set forth in the following table. There are no conditions or events since that notification that management believes have changed the Bank’s category.

The Bank’s actual capital amounts and ratios are also presented in the following table (dollars in thousands):


	Actual				For Capital Adequacy Purposes				To be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio		Amount		Ratio		Amount		Ratio
March 31, 2008 *(Unaudited)*
Tier 1 risk-based capital	$	50,359	19.51	%	$	10,322	4.0	%	$	15,483	6.0	%
Total risk-based capital		52,549	20.36			20,644	8.0			25,805	10.0
Tier 1 leverage capital		50,359	11.75			17,146	4.0			21,432	5.0
Tangible capital		50,359	11.75			6,430	1.5			N/A	N/A

December 31, 2007
Tier 1 risk-based capital	$	49,340	18.51	%	$	10,663	4.0	%	$	15,995	6.0	%
Total risk-based capital		51,605	19.36			21,326	8.0			26,658	10.0
Tier 1 leverage capital		49,340	11.68			16,896	4.0			21,120	5.0
Tangible capital		49,340	11.68			6,336	1.5			N/A	N/A

December 31, 2006
Tier 1 risk-based capital	$	46,017	18.27	%	$	10,076	4.0	%	$	15,114	6.0	%
Total risk-based capital		47,986	19.05			20,152	8.0			25,191	10.0
Tier 1 leverage capital		46,017	11.48			16,040	4.0			20,050	5.0
Tangible capital		46,017	11.48			6,015	1.5			N/A	N/A

F-36

Home Bank

Notes to Financial Statements (continued)

21. Supplemental Cash Flow Disclosures


	March 31, 2008		December 31, 2007		December 31, 2006
	(Unaudited)
Interest paid on deposits and FHLB advances during the period	$	2,547,503	$	9,896,398	$	8,206,685
Taxes paid during the period		–		2,123,793		2,689,880

F-37

You should rely only on the information contained in this document or that to which we have referred you. We have not authorized anyone to provide you with information that is different. This document does not constitute an offer to sell, or the solicitation of an offer to buy, any of the securities offered hereby to any person in any jurisdiction in which such offer or solicitation would be unlawful. The affairs of Home Bancorp, Inc. and Home Bank may change following the delivery of this prospectus. Delivery of this document and the sales of shares made hereunder does not mean otherwise.

HOME BANCORP, INC.

(Proposed Holding Company for Home Bank)

Up to 8,625,000 Shares of Common Stock

(Anticipated Maximum, Subject to Increase)

COMMON STOCK

PROSPECTUS

S ANDLER O’N EILL + PARTNERS , L . P .

, 2008

Until , 2008 or 25 days after commencement of the Syndicated Community Offering, if any, whichever is later, all dealers effecting transactions in our common stock may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to any unsold allotments or subscriptions.

PROSPECTUS SUPPLEMENT

HOME BANCORP, INC.

Home Bank Profit Sharing 401(k) Plan

(Participation Interests in up to 580,283 shares of common stock of Home Bancorp, Inc.)

This prospectus supplement is being provided to employees of the Home Bank who are participants in the Home Bank Profit Sharing 401(k) Plan (also referred to as the Plan). This supplement relates to the election by Plan participants to invest all or a part of their Plan accounts in the common stock of Home Bancorp, Inc. at a purchase price of $10.00 per share.

Home Bank is reorganizing from a mutual savings bank to a stock savings bank, establishing a stock holding company, Home Bancorp, Inc., to hold all of the outstanding shares of Home Bank, with Home Bank becoming a wholly-owned subsidiary of Home Bancorp, Inc. In connection with this reorganization, Home Bancorp’s common stock will be offered for sale to certain depositors and borrowers in a subscription offering and then to the general public.

As a participant in the Home Bank Profit Sharing 401(k) Plan, you may use your account balance in the Plan to purchase shares of Home Bancorp common stock in two possible ways:

•

First, if you already have subscription rights as an eligible depositor or borrower of Home Bank, you may exercise such rights and use the monies held in your individual Plan account to purchase shares during the subscription offering of Home Bancorp’s shares, subject to the limitations and other conditions of such offering. If you do not have subscription rights, you may be able to use the monies held in your individual plan account to purchase shares during a community offering, as a member of the general public. Subscription offering orders, however, will have preference over orders placed in a community offering, in the event the offering is oversubscribed. Because the Plan actually purchases the shares, you will acquire a “participation interest” in the shares and not own the shares directly. Shares may be purchased in this manner by allocating all or a portion of the funds in your Plan account into a new investment option, the employer stock fund, which provides the opportunity to invest in Home Bancorp’s common stock. The purchase price is $10.00 per share.

•

Second, after Home Bancorp’s initial public offering is completed, on an ongoing basis, whether or not you purchase shares during the offering, you will be able to allocate all or a portion of your Plan account between all of the Plan’s investment funds including the option to invest in Home Bancorp’s common stock. The purchase price of shares will be market price, which may be more or less than the $10.00 purchase price in the offering.

The prospectus dated , 2008 of Home Bancorp, which is attached to this prospectus supplement, includes detailed information with respect to Home Bancorp, Home Bank and the offering of Home Bancorp common stock. This prospectus supplement should be read only in conjunction with the attached prospectus.

For a discussion of certain factors you should consider before investing, see “Restrictions on Resale” at page S-10 in this prospectus supplement and “Risk Factors” beginning on page in the prospectus.

Neither the Securities and Exchange Commission nor any state securities regulator has approved or disapproved these securities or passed upon the adequacy or accuracy of this prospectus supplement. Any representation to the contrary is a criminal offense.

The participation interests are not savings accounts or deposits and are not insured or guaranteed by any government insurance fund, Home Bank or Home Bancorp. This type of investment involves risk and you may lose some or all of your investment.

The date of this prospectus supplement is , 2008.


		Page

THE OFFERING		S-1

Summary of the Reorganization		S-1
Securities Offered		S-1
Election to Purchase Common Stock in the Offering; Priorities		S-1
How to Use Plan Funds and Funds Held Outside the Plan to Invest in the Offering		S-2
Deadline for Delivery of Election Forms		S-2
Irrevocability of Election to Participate in the Offering		S-2
Direction to Purchase Common Stock After the Offering		S-2
Purchase Price of Common Stock		S-3
Nature of a Participant’s Interest in Common Stock		S-3

DESCRIPTION OF THE PLAN		S-3

Introduction		S-3
Employee Retirement Income Security Act		S-3
Reference to Full Text of Plan		S-4
Eligibility and Participation		S-4
Contributions Under the Plan		S-4
Limitations on Contributions		S-4
Loans		S-5
Hardship Withdrawal		S-6
In-Service Withdrawal		S-6
Investment of Contributions		S-6
Employer Stock		S-6
Vesting		S-7
Distribution Upon Retirement or Disability		S-7
Distribution Upon Death		S-7
Distribution Upon Termination of Employment		S-7
Non-alienation of Benefits		S-7
Reports to Plan Participants		S-8
Plan Administration		S-8
Amendment and Termination		S-8
Merger, Consolidation or Transfer		S-8
Federal Income Tax Consequences		S-8
ERISA and Other Qualification		S-10
Restrictions on Resale		S-10
SEC Reporting and Short-Swing Profit Liability		S-11

LEGAL OPINION		S-11

Annex A		A-1
Annex B		B-1
2007 Form 5500, Schedule I, Financial Information		C-1

THE OFFERING

Summary of the Reorganization

Home Bank is converting from the mutual to the stock form and forming a new stock holding company under the name Home Bancorp, Inc., a Pennsylvania corporation. Home Bank will convert from a federally chartered mutual savings bank to a federally chartered stock savings bank and become a wholly owned subsidiary of Home Bancorp. You may use your Home Bank Profit Sharing 401(k) Plan (also referred to as the Plan) account to subscribe for shares of Home Bancorp as described in this prospectus supplement.

Securities Offered

The securities offered by this prospectus supplement are participation interests in the Plan. At April 29, 2008, the Plan had $5,802,825 in assets which could be used to purchase up to 580,283 shares (at the purchase price of $10.00 per share) of Home Bancorp’s common stock subject to the limitations and conditions of Home Bancorp’s offering. The Plan will hold the common stock and the Plan will only acquire shares at the instruction of Plan participants for their own accounts. Home Bancorp is the issuer of the common stock. The common stock to be issued hereby is conditioned on the completion of the reorganization. Your investment in the common stock of Home Bancorp in the reorganization is subject to the priority purchase rights applicable to you, as set forth in the Plan of Conversion, and as described below. Information with regard to the Plan is contained in this prospectus supplement and information with regard to the reorganization and the financial condition, results of operation and business of Home Bank is contained in the attached prospectus. This prospectus supplement should be read with the attached prospectus. The address of the principal executive office of Home Bancorp and Home Bank is 503 Kaliste Saloom Road, Lafayette, Louisiana 70508. The telephone number of Home Bank is (337) 572-1014.

Election to Purchase Common Stock in the Offering; Priorities

You may direct the transfer of all or part of the funds which represent your beneficial interest in the assets of the Plan to be invested in the employer stock fund. The Plan trustee will subscribe for common stock offered for sale in connection with the reorganization according to your directions. In the event the offering is oversubscribed and the Plan trustee is unable to use the full amount allocated by you to purchase common stock in the offering, the amount that is not invested in common stock of Home Bancorp, Inc. will be returned to the other investments of the Plan pursuant to your existing investment directions. If you choose not to direct the investment of your Plan account balance to purchase shares of Home Bancorp’s common stock in the offering, your Plan account balance will remain in the other investment options of the Plan as previously directed.

You are permitted to use funds allocated to your Plan account to purchase shares of Home Bancorp’s common stock in the subscription offering to the extent that you fall into one of the following orders of priority:

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first, you held deposit account(s) at Home Bank with an aggregate balance of $50 or more at the close of business on March 31, 2007;

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second, you held deposit account(s) at Home Bank with an aggregate balance of $50 or more at the close of business on June 30, 2008; and

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third, you held deposit account(s) at Home Bank at the close of business on , 2008 or you had an outstanding loan with Home Bank as of January 1, 2001 which continued to be outstanding as of , 2008.

If you do not qualify in the subscription offering, your order will be treated as a community offering order.

Common stock so purchased will be allocated to your Plan account.

The limitations on the amount of common stock that you may purchase in the offering, as described in the attached prospectus, see “The Reorganization and Offering - Limitations on Common Stock Purchases,” will be calculated based on the aggregate amount directly purchased by you in the offering with funds held outside the Plan, together with the amount purchased with funds allocated to your Plan account.

How to Use Plan Funds and Funds Held Outside the Plan to Invest in the Offering

Accompanying this prospectus supplement is an investment election form attached as Annex A . The investment election form will enable you to direct that all or a portion of your beneficial interest in the Plan be used to invest in the common stock of Home Bancorp. If you wish to invest all or part of your beneficial interest in the assets of the Plan in Home Bancorp’s common stock during the offering, you should complete the investment election form and return it to John Bordelon no later than 12:00 PM on , 2008. In order to purchase shares outside the Plan (in your name or through an IRA) you must complete and return a stock order form, along with payment by check or by authorizing a withdrawal from your Home Bank deposit account(s) to be received by the Stock Information Center no later than 12:00 Noon, Central time, on , 2008. If you do not have a stock order form, or have other questions about purchasing stock outside the Plan, contact the Stock Information Center by calling .

Deadline for Delivery of Election Forms

The investment election form must be returned to Home Bank, 503 Kaliste Saloom Road, Lafayette, Louisiana 70508, Attn: John Bordelon, to be received no later than 12:00 p.m. on , 2008.

Irrevocability of Election to Participate in the Offering

After you return the investment election form, your directions to transfer amounts credited to your Plan account to purchase shares of common stock during the offering is irrevocable .

Direction to Purchase Common Stock After the Offering

After the offering, whether or not you elected to purchase shares during the offering, you will continue to be able to direct the investment of your plan contributions in the investment options available under the Plan, including Home Bancorp’s common stock, through the employer stock fund (the percentage invested in any option must be a whole percent). You may change the allocation of your interest in the various investment options offered under the Plan at any time. Special restrictions may apply to transfers directed to or from Home Bancorp’s common stock if you are an executive officer, director or principal shareholder of Home Bancorp and are subject to the provisions of Section 16(b) of the Securities and Exchange Act of 1934, as amended. In addition, participants who are our officers or

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directors will not be able to transfer their initial investment out of Home Bancorp’s common stock purchased in the offering for a period of one (1) year following completion of the reorganization.

Purchase Price of Common Stock

The funds you allocate for the purchase of common stock in the offering will be used by the Plan trustee to purchase shares of common stock, except in the event of an oversubscription, as discussed above. The price paid for such shares of common stock in the offering will be $10.00 per share, the same price as paid by all other persons who purchase shares of common stock in the offering.

After the offering, common stock purchased by the Plan trustee will be acquired in open market transactions or from Home Bancorp’s treasury stock account. The prices paid by the trustee for shares acquired in the open market may be higher or lower than the $10.00 per share offering price and will be for “adequate consideration” which means the fair market value of the common stock as quoted on the Nasdaq Global Market.

Nature of a Participant’s Interest in Common Stock

The common stock will be held in the name of the Plan, as trustee, and will be allocated to your individual account under the Plan. Therefore, earnings with respect to your Plan account should not be affected by the investment designations (including investments in Home Bancorp common stock) of other participants.

DESCRIPTION OF THE PLAN

Introduction

The Plan was adopted by Home Bank effective as of January 1, 1996 and was amended and restated effective as of May 1, 2006. The Plan is a profit sharing plan with a cash or deferred compensation feature established in accordance with the requirements under Section 401(a) and Section 401(k) of the Internal Revenue Code of 1986, as amended. Home Bank may rely on an opinion letter, obtained by BISYS Retirement Services, Inc., that the Plan is qualified under Section 401(a) of the Internal Revenue Code, and its related trust is tax exempt under Section 501(a) of the Internal Revenue Code.

Employee Retirement Income Security Act

The Plan is an “individual account plan” other than a “money purchase pension plan” within the meaning of the Employee Retirement Income Security Act of 1974, as amended. As such, the Plan is subject to all of the provisions of Title I (Protection of Employee Benefits Rights) and Title II (Amendments to the Internal Revenue Code Relating to Retirement Plans) of ERISA, except the funding requirements contained in Part 3 of Title I of ERISA which by their terms do not apply to an individual account plan (other than a money purchase pension plan). The Plan is not subject to Title IV (Plan Termination Insurance) of ERISA. The funding requirements contained under Title IV of ERISA are not applicable to participants or beneficiaries under the Plan.

Applicable federal law requires the Plan to impose substantial restrictions on your right to withdraw amounts held for your benefit under the Plan prior to the termination of your employment with Home Bank. A substantial federal tax penalty also may be imposed on distributions made prior to you attaining the age 59 ¹ / 2 .

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Reference to Full Text of Plan

The following is a summary of the Plan and does not contain all of the detailed information in the Plan. Copies of the Plan are available to all employees by request from Home Bank, 503 Kaliste Saloom Road, Lafayette, Louisiana 70508, Attn: Sarah Oubre, Vice President/Human Resources Manager. You are urged to read carefully the full text of the Plan. To the extent that any conflict may exist between the terms and conditions of the Plan and the description in this prospectus supplement, the terms and conditions in the Plan shall control.

Eligibility and Participation

An employee of Home Bank is eligible to become a participant in the Plan after attaining the age of twenty-one (21) and completing six months of employment. An eligible participant (i.e., a participant that has attained the age of twenty-one (21) and completed six months of employment) will enter the Plan on the first January 1 ^st or July 1 ^st coinciding with or next following the date an employee satisfies these requirements . After an employee enters the Plan, he or she is eligible to receive employer matching contributions and profit sharing contributions; however, Home Bank retains the discretion to increase, decrease or eliminate the amount of contributions made to the Plan. The plan year is the calendar year, January 1 to December 31.

As of April 29, 2008, there were approximately 128 employees actively participating in the Plan, and all of the participants are eligible to receive a profit sharing contribution.

Contributions Under the Plan

401(k) Contributions. As a Plan participant, you are permitted to elect to reduce your compensation initially pursuant to Home Bank Profit Sharing 401(k) Plan Enrollment Form and may change your contributions later by submitting a Change of Investment Form, by dialing (888) 800-5359 or by the internet at www.planservices.com/ML. Contribution changes are permitted daily. The amount you elect is subject to certain restrictions and limitations, as discussed below, not to exceed $15,500 for 2008 or such higher amount as may be periodically set by the IRS and have such amount contributed to the Plan on your behalf. If you are 50 years or older, you can also make “catch up” contributions of up to $5,000 in 2008. Your pre-tax employee contributions are transferred by Home Bank to the trustee and credited to your Plan account. The Plan defines “compensation” as your basic salary rate plus certain pre-tax contributions. Generally, you may elect to modify the amount contributed to your Plan account, however, special restrictions apply to the employer stock fund if you are subject to Section 16 of the Securities Exchange Act of 1934.

Employer Matching and Profit Sharing Contributions. Home Bank currently contributes a matching contribution amount equal to 100% of the first 4% of your contribution and Home Bank currently contributes a profit sharing contribution on behalf of participants. Home Bank retains the discretion to increase, decrease or eliminate the amount of matching and profit sharing contributions made to the Plan.

Limitations on Contributions

Limitation on Annual Additions and Benefits . Pursuant to the requirements of the Internal Revenue Code, the Plan provides that the amount of contributions and forfeitures allocated to your Plan account during any calendar year generally may not exceed the lesser of 100% of compensation for the calendar year or $46,000 (for 2008) (adjusted for increases in the cost of living as permitted by the Internal Revenue Code).

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Limitation on 401(k) Plan Contributions. By law, your total deferrals under the Plan may not exceed $15,500 for 2008, adjusted for increases in the cost of living as permitted by the Internal Revenue Code. Contributions in excess of this limitation will be included in gross income for federal income tax purposes in the year they are made. In addition, any such excess deferral will again be subject to federal income tax when distributed by the Plan, unless the excess deferral (together with any income allocable thereto) is distributed by April 15th of the following year in which the excess deferral is made. Any income on the excess deferral that is distributed by April 15th of the immediately succeeding year will be treated, for federal income tax purposes, as earned and received by you in the taxable year in which the excess deferral is made.

Limitation on Plan Contributions for Highly Compensated Employees. Section 401(k) of the Internal Revenue Code limits the amount of salary deferrals that may be made to the Plan in any calendar year on behalf of highly compensated employees (as defined below) in relation to the amount of salary deferrals made by or on behalf of all other employees eligible to participate in the Plan. If these limitations are exceeded, the level of deferrals by highly compensated employees must be adjusted.

In general, a highly compensated employee includes any employee who, during the calendar year or the preceding year, (1) was at any time a 5% owner (i.e., owns directly or indirectly more than 5% of the stock of Home Bancorp), or (2) for the preceding year had compensation from the employer in excess of $105,000 (for 2008), and if the employer so elects was in the top-group of employees for such preceding year. An employee is in the top-paid group of employees for any year if such employee is in the group consisting of the top 20% of employees when ranked on the basis of compensation paid during such year. Such dollar amounts are adjusted annually to reflect increases in the cost of living.

In order to prevent the disqualification of the Plan, any amount contributed by highly compensated employees that exceeds the average deferral limitation in any calendar year must be distributed to such highly compensated employees before the close of the following calendar year. However, the employer will be subject to a 10% excise tax on any excess contributions unless such excess contributions, either are recharacterized or are distributed before the close of the first 2 ¹ / 2 months following the calendar year to which such excess contributions relate.

Top-Heavy Plan Requirements. If for any calendar year the Plan is a top-heavy plan, then Home Bank may be required to make certain minimum contributions to the Plan on behalf of non-key employees. In general, the Plan will be regarded as a “top-heavy plan” for any calendar year if, as of the last day of the preceding calendar year, the aggregate balance of the accounts of participants who are key employees exceeds 60% of the aggregate balance of the accounts of all participants. Key employees (for 2007) generally include any employee who, at any time during the calendar year, was (1) an officer of Home Bank having annual compensation in excess of $150,000 (for 2008), (2) a 5% owner of Home Bancorp (i.e., owns directly or indirectly more than 5% of the stock of Home Bancorp, or stock possessing more than 5% of the total combined voting power of all stock of Home Bancorp or (3) a 1% or greater owner of Home Bancorp having annual compensation in excess of $150,000.

Loans

You are permitted to borrow money from your account once per year. The loan amount must be at least $1,000 and is limited to a maximum of 50% of your vested account balance, up to a maximum of $50,000. The interest rate will be determined at the time of the loan request. This rate will remain fixed for the life of the loan. You can borrow for any reason up to a maximum term of 60 months. If you are borrowing to purchase a residence, your loan may have a term of up to 180 months. You may have two outstanding loans at any time. Refinancing is not permitted. The Plan Administrator can provide you

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with information about the fees associated with a loan. Unlike a withdrawal, there are no tax penalties associated with the plan’s loan feature, unless you default on the loan repayment, in which case the loan is treated as a withdrawal. If you default on a loan, you may not take out a new loan for seven years.

Hardship Withdrawal

You can withdraw contributions made on your behalf if your employer determines that you have an immediate financial need created by severe hardship and you lack other reasonably available resources. The IRS defines financial hardship as:

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Purchase of a primary residence and payment of certain expenses related to the repair of damage to a primary residence.

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To prevent eviction from or foreclosure of a primary residence.

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Tuition, including room and board, for the next 12 months of post-secondary education for yourself, your spouse or children.

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Payment of unreimbursed medical expenses and certain funeral expenses.

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Payment for expenses for repairing damages to a principal residence that would qualify for a casualty deduction under the Internal Revenue Code.

In the event of a hardship withdrawal, you may continue to make contributions to the 401(k) Plan.

In-Service Withdrawal

In general, you may make a full or partial withdrawal if you have an immediate financial need created by severe hardship, as described in the preceding paragraph under the header “Hardship Withdrawal.” If you make a withdrawal, you may continue to make contributions to the plan. The 401(k) Plan does not provide for in-service withdrawals, other than hardship withdrawals and plan loans.

Under current tax law, any amounts withdrawn from the plan - both contributions and earnings - will be taxed as ordinary income. Distributions before age 59 ¹ / 2 , unless such distributions are a result of separation from service at or after age 55, or death, are also subject to a 10% early withdrawal penalty, as well as regular income tax.

Investment of Contributions

All amounts credited to your accounts under the Plan are held in a trust. A trustee appointed by Home Bank’s Board of Directors administers the trust. Accompanying this prospectus supplement is Annex B , which provides a description of the investment choices under the Plan.

Employer Stock

Each participant’s beneficial interest in his or her common stock of Home Bancorp is measured in shares. All purchases will be made at prevailing market prices. Under certain circumstances, the Plan trustee may be required to limit the daily volume of shares purchased.

Any brokerage commissions, transfer fees and other expenses incurred in the sale and purchase of our common stock will be paid out of a cash account managed by the Plan trustee. Therefore, although your account will not be directly adjusted for such fees, the market value of the shares held in your account will be reduced.

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As of the date of this prospectus supplement, none of the shares of Home Bancorp common stock have been issued or are outstanding and there is no established market for Home Bancorp’s common stock. Accordingly, there is no record of the historical performance of Home Bancorp’s common stock. Generally, performance will be dependent upon a number of factors, including the financial condition and profitability of Home Bancorp and market conditions for Home Bancorp’s common stock.

Vesting

You are always 100% vested in your pre-tax employee contributions and the earnings thereon under the Plan. In addition, you are always 100% vested in any employer contributions and the earnings thereon under the Plan. Employer matching contributions made on your behalf become 20% vested after you complete two years of service (and are zero percent vested if you have less than two years of service) with an additional 20% vested in each subsequent year of service and 100% vested after six years of service. There are two vesting schedules for profit sharing contributions, depending on when the contributions were made on your behalf. For profit sharing contributions made prior to January 1, 2007, the contributions become 20% vested after you complete three years of service (and are zero percent vested if you have less than three years of service) with an additional 20% vested in each subsequent year of service and 100% vested after seven years of service. For profit sharing contributions made after January 1, 2007, the contributions become 20% vested after you complete two years of service (and are zero percent vested if you have less than two years of service) with an additional 20% vested in each subsequent year of service and 100% vested after six years of service.

Distribution Upon Retirement or Disability

Upon retirement or disability, you may elect to have your vested account balance distributed in a single lump-sum payment. Payment of your benefits must generally begin no later than the April 1 following the calendar year in which you attain age 70 ¹ / 2 or the calendar year in which you retire.

Distribution Upon Death

If you die before your entire vested interest has been distributed, benefits will be paid to your surviving spouse in a single lump-sum payment. If you are an unmarried participant, or you are a married participant with special consent to the designation of a beneficiary other than your spouse, payment of benefits to your chosen beneficiary will be in a single lump-sum payment.

Distribution Upon Termination of Employment

After termination of employment with Home Bank, you are entitled to distribution of your vested Plan account upon the earlier of death, disability, or attainment of the Plan’s normal retirement age. However, you may elect to receive a distribution of your vested Plan account after termination prior to death, disability, or the attainment of the Plan’s normal retirement age.

Non-alienation of Benefits

Except with respect to federal income tax withholdings and qualified domestic relations orders, benefits payable under the Plan shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, garnishment, execution, or levy of any kind, either voluntary or involuntary, and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, charge or otherwise dispose of any rights to benefits payable under the Plan shall be void.

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Reports to Plan Participants

The Plan administrator will furnish to you a quarterly statement showing the balance in your Plan account as of the end of that period, the amount of contributions allocated to your Plan account for that period, and the adjustments to your account to reflect earnings or losses, distributions, loans disbursed, loan repayments and/or transfers between investment funds.

Plan Administration

Home Bank is the named fiduciary of the Plan for purposes of ERISA. The trustees for the Plan are John Bordelon, Joseph Zanco, Michael Maraist and Henry Busch. The trustee receives, holds and invests the contributions to the Plan in trust and distributes them to participants and beneficiaries in accordance with the terms of the Plan and the directions of the Plan administrator.

The Plan is administered by a Plan administrator who is one or more persons appointed by and who serve at the pleasure of Home Bank. Currently, the Plan administrator is Home Bank. The address and telephone number of the administrator is 503 Kaliste Saloom Road, Lafayette, Louisiana 70508, (337) 572-1014. The administrator is responsible for the administration of the Plan, interpretation of the provisions of the Plan, prescribing procedures for filing applications for benefits, preparation and distribution of information explaining the Plan, maintenance of Plan records, books of account and all other data necessary for the proper administration of the Plan, and preparation and filing of all returns and reports relating to the Plan which are required to be filed with the U.S. Department of Labor and the IRS, and for all disclosures required to be made to participants, beneficiaries and others under ERISA.

Amendment and Termination

Home Bank intends to continue the Plan indefinitely. Nevertheless, Home Bank may terminate the Plan at any time. If the Plan is terminated in whole or in part, then regardless of other provisions in the Plan, if you are affected by the termination you will have a fully vested interest in your Plan account. Home Bank reserves the right to make, from time to time, any amendment or amendments to the Plan which do not cause any part of the trust to be used for, or diverted to, any purpose other than the exclusive benefit of participants or their beneficiaries; provided, however, that Home Bank may make any amendment it determines necessary or desirable, with or without retroactive effect, to comply with ERISA and/or the Internal Revenue Code.

Merger, Consolidation or Transfer

In the event of the merger or consolidation of the Plan with another plan, or the transfer of the Plan trust assets to another plan, the Plan requires that each participant will (if either the Plan or the other plan were then terminated) receive a benefit immediately after the merger, consolidation or transfer which is equal to or greater than the benefit he or she would have been entitled to receive immediately before the merger, consolidation or transfer (if the Plan had then terminated).

Federal Income Tax Consequences

General. The following is a brief summary of certain federal income tax aspects of the Plan. Statutory provisions are subject to change, as are their interpretations, and their application may vary in individual circumstances. The consequences under applicable state and local income tax laws may not be the same as under the federal income tax laws.

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As a “qualified retirement plan,” the Internal Revenue Code affords special tax treatment which includes the following: (1) the sponsoring employer is allowed an immediate tax deduction for the amount contributed to the Plan each year; (2) participants pay no current income tax on amounts contributed by the employer on their behalf; and (3) earnings of the plan are tax-exempt thereby permitting the tax-free accumulation of income and gains on investments. The Plan will be administered to comply in operation with the requirements of the Internal Revenue Code as of the applicable effective date of any change in the law. Home Bank expects that it will adopt any amendments to the Plan that may be necessary to maintain the qualified status of the Plan under the Internal Revenue Code.

You are urged to consult your tax advisors with respect to any distribution from

the Plan and transactions involving the Plan.

Lump-Sum Distribution. A distribution from the Plan to a participant or the beneficiary of a participant will qualify as a lump-sum distribution if it is made: (1) within one taxable year to the participant or beneficiary; (2) on account of the participant’s death, disability or separation from service, or after the participant attains age 59 ¹ / 2 ; and (3) consists of the balance to the credit of the participant under this Plan and all other profit sharing plans, if any, maintained by Home Bank. The portion of any lump-sum distribution that is required to be included in the participant’s or beneficiary’s taxable income for federal income tax purposes consists of the entire amount of such lump-sum distribution less the amount of after-tax contributions, if any, made by the participant to any other profit sharing plans maintained by Home Bank which is included in such distribution.

Averaging Rules. The portion of the total taxable amount of a lump-sum distribution that is attributable to participation in the Plan or in any other profit-sharing plan maintained by Home Bank and referred to as the ordinary income portion, will be taxable generally as ordinary income for federal income tax purposes.

For years beginning after December 31, 1999, five-year income averaging is repealed. Under a special rule adopted in the 1986 Tax Reform Act, if you turned 50 by 1985, you may elect to have your lump-sum distribution taxed under a ten-year income averaging rule which would allow you to pay a separate tax on the lump-sum distribution that would approximate the tax (under the rates in effect in 1986) that would have been due if the distribution had been received in ten equal annual installments; you also may elect to have that portion of the lump-sum distribution attributable to your pre-1974 participation in the Plan treated as a long-term capital gain and taxed at a rate of 20%.

Common Stock Included in Lump-Sum Distribution. If a lump-sum distribution includes our common stock, the distribution generally will be taxed in the manner described above, except that the total taxable amount will be reduced by the amount of any net unrealized appreciation with respect to such common stock, i.e., the excess of the value of such common stock at the time of the distribution over its cost to the Plan. The tax basis of such common stock, to the participant or beneficiary for purposes of computing gain or loss on its subsequent sale will be the value of the common stock at the time of distribution less the amount of net unrealized appreciation. Any gain on a subsequent sale or other taxable disposition of such common stock, to the extent of the amount of net unrealized appreciation at the time of distribution, will be considered long-term capital gain regardless of the holding period of such common stock. Any gain on a subsequent sale or other taxable disposition of the common stock in excess of the amount of net unrealized appreciation at the time of distribution will be considered either short-term capital gain or long-term capital gain depending upon the length of the holding period of the common stock. The recipient of a distribution may elect to include the amount of any net unrealized appreciation in the total taxable amount of such distribution to the extent allowed by the regulations to be issued by the IRS.

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Distribution: Rollovers and Direct Transfers to Another Qualified Plan or to a Traditional IRA. Virtually all distributions from the Plan may be rolled over to another qualified retirement plan or to a traditional IRA without regard to whether the distribution is a lump-sum distribution or a partial distribution. You have the right to elect to have the trustee transfer all or any portion of an “eligible rollover distribution” directly to another qualified plan or to a traditional IRA. If you do not elect to have an “eligible rollover distribution” transferred directly to another qualified plan or to a traditional IRA, the distribution will be subject to a mandatory federal withholding tax equal to 20% of the taxable distribution. The principal types of distributions which do not constitute eligible rollover distributions are (1) an annuity type distribution made over the life expectancy of the participant (or participant and another) or for a period of 10 years or more, (2) a minimum distribution required by Section 409(a)(9) of the Internal Revenue Code, or (3) the portion of any distribution not includable in gross income, except that unrealized appreciation in employee securities can be included in an eligible rollover distribution. The tax law change described above did not modify the special tax treatment of lump-sum distributions that are not rolled over or transferred, i.e., forward averaging, capital gains tax treatment and the nonrecognition of net unrealized appreciation, discussed earlier.

ERISA and Other Qualification

As noted above, the Plan is subject to certain provisions of ERISA, and was submitted to the IRS for a determination that it is qualified under the Internal Revenue Code.

We have provided a brief description of the material federal income tax aspects of the Plan which are of general application under the Internal Revenue Code. This is not intended to be a complete or definitive description of the federal income tax consequences of participating in or receiving distributions from the Plan. Accordingly, you are urged to consult a tax advisor concerning the federal, state and local tax consequences of participating in and receiving distributions from Plan.

Restrictions on Resale

Any person receiving shares of Home Bancorp common stock under the Plan who is an “affiliate” of Home Bancorp as the term “affiliate” is used in Rules 144 and 405 under the Securities Act of 1933, as amended, (e.g., our directors, executive officers and substantial stockholders) may reoffer or resell such shares only pursuant to a registration statement filed under the Securities Act of 1934 assuming the availability of a registration statement, pursuant to Rule 144 or some other exemption of the registration requirements of the Securities Act of 1933. Any person who may be an “affiliate” of Home Bancorp may wish to consult with counsel before transferring any common stock he or she owns. In addition, you are advised to consult with counsel as to the applicability of Section 16 of the Securities Exchange Act of 1934 which may restrict the sale of common stock when acquired under the Plan, or other sales of common stock.

Persons who are not deemed to be our “affiliates” at the time of resale will be free to resell any shares of common stock allocated to them under the Plan, either publicly or privately, without regard to the registration and prospectus delivery requirements of the Securities Act of 1933 or compliance with the restrictions and conditions contained in the exemptive rules thereunder. An “affiliate” of Home Bancorp is someone who directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control, with Home Bancorp. Normally, a director, principal officer or major stockholder of a corporation may be deemed to be an “affiliate” of that corporation. A person who may be deemed an “affiliate” of Home Bancorp at the time of a proposed resale will be permitted to make public resales of the common stock only pursuant to a “reoffer” prospectus or in accordance with the restrictions and conditions contained in Rule 144 under the Securities Act of 1933 or some other exemption from registration, and will not be permitted to use this prospectus in connection with any such resale. In

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general, the amount of the common stock which any such affiliate may publicly resell pursuant to Rule 144 in any three-month period may not exceed the greater of one percent of the common stock then outstanding or the average weekly trading volume reported on the Nasdaq Global Market during the four calendar weeks prior to the sale. Such sales may be made only through brokers without solicitation and only at a time when Home Bancorp is current in filing the reports required of it under the Securities Exchange Act of 1934.

SEC Reporting and Short-Swing Profit Liability

Section 16 of the Securities Exchange Act of 1934 imposes reporting and liability requirements on officers, directors and persons beneficially owning more than ten percent of public companies such as Home Bancorp. Section 16(a) of the Securities Exchange Act of 1934 requires the filing of reports of beneficial ownership. Within ten days of becoming a person subject to the reporting requirements of Section 16(a), a Form 3 reporting initial beneficial ownership must be filed with the Securities and Exchange Commission. Certain changes in beneficial ownership, such as purchases, sales, gifts and participation in savings and retirement plans must be reported periodically, either on a Form 4 within two business days after a change occurs, or annually in certain limited situations, on a Form 5 within 45 days after the close of Home Bancorp’s fiscal year. Investment in our common stock in the Plan by officers, directors and persons beneficially owning more than ten percent of the common stock must be reported to the SEC on the Form 4s or Form 5s filed by such individuals.

In addition to the reporting requirements described above, Section 16(b) of the Securities Exchange Act of 1934 provides for the recovery by Home Bancorp of profits realized by any officer, director or any person beneficially owning more than ten percent of the common stock resulting from the purchase and sale or sale and purchase of the common stock within any six-month period.

The SEC has adopted rules that provide exemption from the profit recovery provisions of Section 16(b) for participant-directed employer security transactions within an employee benefit plan, such as the Plan, provided certain requirements are met.

LEGAL OPINION

The validity of the issuance of the common stock will be passed upon by Elias, Matz, Tiernan & Herrick L.L.P., Washington, D. C., which firm acted as special counsel for Home Bancorp and Home Bank in connection with the reorganization and offering.

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ANNEX A

HOME BANK

PROFIT SHARING 401(K) PLAN

Investment Election Form

Name of Plan Participant: Social Security Number:

1. INSTRUCTIONS. This form provides your directions to sell certain investments in your Home Bank Profit Sharing 401(k) Plan account for the purpose of purchasing the common stock of Home Bancorp during the stock offering.

To direct the investment of all or part of the funds credited to your account into the common stock of Home Bancorp, you should complete and submit this form to John Bordelon, President, to be received no later than 12:00 p.m. on , 2008. A representative for Home Bank will retain a copy of this form and return a copy to you. If you need any assistance in completing this form, please contact John Bordelon at (337) 572-1012. If you do not complete and return this form to Home Bank by 12:00 p.m. on , 2008, the funds credited to your account under the Plan will continue to be invested in accordance with your prior investment directions if no investment directions have been provided.

2. INVESTMENT DIRECTIONS. As directed below, I hereby authorize the sale of the funds currently credited to my account and the purchase of common stock of Home Bancorp with such proceeds. The total dollar amount transferred from existing investment funds must be in increments of $10. For example, you may transfer $1,000 or $1,010, but you may not transfer $1,001 or $1,011. If the value of any fund you select is insufficient to cover the dollar amount selected below, then your order will be reduced accordingly . Be aware that the fund values change daily, and funds will not be transferred for several days after , 2008.


Plan Investment Funds		Dollar Amount
Merrill Lynch Retirement Preservation Trust Fund		Sell $
Franklin Total Return Fund		Sell $
BlackRock Government Income Portfolio Fund		Sell $
Oppenheimer Small & Mid Cap Value Fund		Sell $
Victory Special Value Fund		Sell $
American Growth Fund of America Fund		Sell $
BlackRock Large Cap Growth Fund		Sell $
BlackRock Large Cap Core Fund		Sell $
Davis New York Venture Fund		Sell $
BlackRock Large Cap Value Fund		Sell $
Thornburg International Value Fund		Sell $
BlackRock International Value Fund		Sell $
BlackRock Global Allocation Fund		Sell $
Goal Manager – Conservative Model		Sell $
Goal Manager – Moderately – Conservative Model		Sell $
Goal Manager – Moderate Model		Sell $
Goal Manager – Moderately – Aggressive Model		Sell $
Goal Manager – Aggressive Model		Sell $

A-1

3. PURCHASER INFORMATION. To the extent that your order cannot be filled with common stock of Home Bancorp, the amount (including earnings, if any), not used to purchase common stock will be returned to your other investments in the Plan pursuant to your existing investment elections. Please indicate your purchase priority in the offering.

a. ¨

Eligible Account Holder - Check here if you were a depositor with $50.00 or more on deposit with Home Bank as of March 31, 2007. Please list your accounts below.

b. ¨

Supplemental Eligible Account Holder - Check here if you were a depositor with $50.00 or more on deposit with Home Bank as of June 30, 2008, but are not an Eligible Account Holder. Please list your account(s) below.

c. ¨

Other Member - Check here if you were a depositor with Home Bank as of , 2008 or you had an outstanding loan with Home Bank as of January 1, 2001 which continued to be outstanding as of , 2008, but are not an Eligible Account Holder or Supplemental Eligible Account Holder. Please list your account(s) below.

d. ¨

Community Member - Check if none of the above subscription offering categories applies, but you wish to place an order for common stock through the Plan in the community offering.


Please Note:		Failure to list all of your Home Bank deposit or loan accounts that qualify you in a, b or c above, may result in the loss of part or all of your subscription rights.


Account Title (Name(s) on Account)		Deposit or Loan Account Number

4. PURCHASE LIMITATIONS. The following restrictions apply to the aggregate number of shares you may request to purchase during the stock offering, including your purchase through the Plan plus any purchases you make outside the Plan, using a Stock Order Form:

•

Minimum number of shares: 25 shares ($250)

•

Maximum number of shares: up to 25,000 shares ($250,000)

•

Maximum number of shares for you, together with associates: 100,000 shares ($1,000,000)

See “The Offering – Limitations on Common Stock Purchases” in the accompanying prospectus for more information.

5. ACKNOWLEDGMENT OF PARTICIPANT. I understand that this Investment Election Form is irrevocable and shall be subject to all of the terms and conditions of the Home Bank Profit Sharing 401(k) Plan and the Plan of Conversion. I acknowledge that I have received a copy of the prospectus and the prospectus supplement. To the extent your order cannot be filled with common stock of Home Bancorp, the amount (including earnings, if any) not used to purchase common stock will be returned to your other investments in the Plan pursuant to your existing investment elections.

Please contact John Bordelon at (337) 572-1012 for more information.




Signature of participant				Date:

Keep a Copy for Your Records

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ANNEX B

HOME BANK

PROFIT SHARING 401(K) PLAN

Investment Choices

The Plan offers you the following investment choices:


Merrill Lynch Retirement Preservation Trust Fund		BlackRock International Value Fund – Class A
Franklin Total Return Fund – Class A		BlackRock Global Allocation Fund – Class A
BlackRock Government Income Portfolio Fund – Class A		Goal Manager – Conservative Model
Oppenheimer Small & Mid Cap Value Fund – Class A		Goal Manager – Moderately – Conservative Model
Victory Special Value Fund – Class A		Goal Manager – Moderate Model
American Growth Fund of America Fund – Class R3		Goal Manager – Moderately – Aggressive Model
BlackRock Large Cap Growth Fund – Class A		Goal Manager – Aggressive Model
BlackRock Large Cap Core Fund – Class A
Davis New York Venture Fund – Class A
BlackRock Large Cap Value Fund – Class A
Thornburg International Value Fund – Class A

In connection with the offering, the Plan now provides that in addition to the funds specified above, you may direct the trustee, or its representative, to invest all or a portion of your account in the Home Bancorp, Inc. Stock Fund. You may elect to have both past contributions and earnings, as well as future contributions to your account invested among the funds listed above. Transfers of past contributions and the earnings thereon do not affect the investment mix of future contributions. You may change your investment directions at any time. This may be done either by filing a form or by telephone or other electronic medium. You may also redirect the investment of your investment accounts such that a percentage of any one or more investment accounts may be transferred to any one or more other investment accounts either by filing a form or by telephone or other electronic medium.

The net gain (or loss) of the funds from investments (including interest payments, dividends, realized and unrealized gains and losses on securities, and expenses paid from the trust) will be determined at least daily during the calendar year. For purposes of such allocations, all assets of the trust are valued at their fair market value.

Core Investment Funds. The annual percentage return on these funds for the prior three years was:


Funds	2007		2006		2005
Merrill Lynch Retirement Preservation Trust Fund	4.32	%	4.21	%	3.95	%
Franklin Total Return Fund – Class A	4.85	%	4.86	%	1.8	%
BlackRock Government Income Portfolio Fund – Class A	4.07	%	3.17	%	1.96	%
Oppenheimer Small & Mid Cap Value Fund – Class A	9.13	%	17.98	%	11.73	%
Victory Special Value Fund – Class A	13.75	%	17.12	%	18.89	%
American Growth Fund of America Fund – Class R3	10.58	%	10.62	%	13.86	%
BlackRock Large Cap Growth Fund – Class A	8.05	%	6.48	%	11.6	%
BlackRock Large Cap Core Fund – Class A	4.85	%	12.79	%	13.04	%
Davis New York Venture Fund – Class A	4.97	%	15.12	%	10.68	%
BlackRock Large Cap Value Fund – Class A	4.78	%	15.78	%	14.86	%
Thornburg International Value Fund – Class A	27.7	%	25.61	%	17.67	%
BlackRock International Value Fund – Class A	9.82	%	26.47	%	10.94	%
BlackRock Global Allocation Fund – Class A	16.7	%	15.94	%	10.32	%
Goal Manager – Conservative Model	*		*		*
Goal Manager – Moderately – Conservative Model	*		*		*
Goal Manager – Moderate Model	*		*		*
Goal Manager – Moderately – Aggressive Model	*		*		*
Goal Manager – Aggressive Model	*		*		*

*	*The annual percentage return on these funds is not available.*

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Investment Fund Descriptions

The following is a brief description of the above referenced investment funds available for participant election.

Merrill Lynch Retirement Preservation Trust Fund . Merrill Lynch Retirement Preservation Trust Fund invests primarily in a broadly diversified portfolio of Guaranteed Investment Contracts (GICs, including BICs, synthetic GICs and separate accounts) as well as in obligations of U.S. government and U.S. government agency securities. The trust also invests in high-qualify money market securities. Participants purchase units that the fund seeks to maintain at $1 per unit, although this cannot be assured. (Keep in mind that the Trust’s investments in GICs and synthetic GICs are guaranteed solely by the issuers of the contracts and are not guaranteed by the trust, Merrill Lynch, the Federal Deposit Insurance Corporation or the Federal government.).

Franklin Total Return Fund . Franklin Total Return Fund is an open-end fund incorporated in the USA. The fund’s objective is high current income, consistent with preservation of capital. The fund invests at least 85% of its assets in investment grade debt securities. The fund focuses on government and corporate debt securities and mortgage and asset-backed securities.

BlackRock Government Income Portfolio Fund . The BlackRock Government Fund invests primarily in the highest rated government and agency bonds in the ten to fifteen year maturity range and in mortgages guaranteed by the U.S. Government. The fund normally invests at least 80% of its assets in bonds issued or guaranteed by the U.S. Government and its agencies. Securities are purchased for the fund when the management team determines that they have the potential for above-average current income.

Oppenheimer Small & Mid Cap Value Fund . Oppenheimer Small and Mid Cap Value Fund is an open-end fund incorporated in the USA. The fund’s objective is capital appreciation. The fund invests mainly in common stocks of US small-cap issuers with market capitalizations under $2.5 billion and emphasizes equity securities of companies that the portfolio managers believe are undervalued in the marketplace.

Victory Special Value Fund . Victory Special Value Fund seeks long-term growth of capital by investing primarily in common stocks of small and medium sized companies listed on a nationally recognized exchange with an emphasis on companies with above average total return potential.

American Growth Fund of America Fund . The Growth Fund of America, a growth fund, seeks to invest in companies that appear to offer superior opportunities for long-term growth, such as cyclical companies, those in depressed industries, and turnaround or value situations. Common stocks, convertibles, preferred stocks, U.S. government securities, bonds and cash are held by the fund. Up to 15% of the assets may be invested in securities of issuers located outside the United States and not included in the S&P 500. Up to 10% may be invested in debt securities rated below investment grade. Investments made outside the United States involve special risks, such as currency fluctuations, political instability, differing securities regulations and periods of illiquidity.

BlackRock Large Cap Growth Fund . BlackRock Large Cap Growth Fund formerly known as Merrill Lynch Large Cap Growth Fund seeks capital appreciation. The fund typically invests at least 80% of assets in the common stocks of companies selected from the Russell 1,000 Growth index.

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BlackRock Large Cap Core Fund . BlackRock Large Cap Core Fund formerly known as Merrill Lynch Large Cap Core Fund seeks capital appreciation. The fund typically invests at least 80% of assets in the common stocks of companies selected from the Russell 1,000 index.

Davis New York Venture Fund . Davis New York Venture Fund seeks growth of capital. The fund invests primarily in equities issued by companies with market capitalizations of at least $250 million, though it may also hold securities of smaller companies. It may invest in securities of foreign issuers.

BlackRock Large Cap Value Fund . BlackRock Large Cap Value Fund formerly known as Merrill Lynch Large Cap Value Fund seeks capital appreciation. The fund typically invests at least 80% of assets in the common stocks of companies selected from the Russell 1,000 Value index.

Thornburg International Value Fund . Thornburg International Value Fund is an open-end fund registered in the USA. The fund’s objective is to provide long-term capital appreciation. A secondary objective of the fund is to seek current income. The fund invests more than one-half of its assets outside the United States.

BlackRock International Value Fund . BlackRock International Value Fund formerly known as ML International Value Fund is an open-end fund incorporated in the USA. The fund’s objective is to provide current income and long-term growth of income, accompanied by growth of capital. The fund invests primarily in stocks of companies in developed countries located outside the U.S. The adviser buys stocks that it believes are currently undervalued by the market.

BlackRock Global Allocation Fund . BlackRock Global Allocation Fund, Inc. formerly known as Merrill Lynch Global Allocation Fund seeks total return consistent with prudent risk. The fund invests in domestic and foreign equities, debt, and money markets issued in at least three countries. Equity purchases are made in stocks with below-average price/earnings and price/book ratios. It may invest up to 35% of assets in debt rated below BBB. The fund is nondiversified.

Goal Manager – Conservative Model . Conservative Model seeks the highest total investment return consistent with prudent risk. The model attempts to achieve this objective by investing: 4% in the GM Davis NY Venture Fund A, 3% in the GM Victory Special Value A, 25% in the GM Franklin Total Return Fund A, 6% in the GM BlackRock Large Cap Value Fund, 5% in the (CL) GM Thornburg International Value A, 27% in the GM ML Retirement Preservation Trust, 29 in the GM American Funds Growth Fund of Amer R3, 28% in the GM BlackRock Government Income Portfolio.

Goal Manager – Moderately-Conservative Model . Moderately-Conservative Model seeks the highest total investment return consistent with prudent risk. The model attempts to achieve this objective by investing: 8% in the GM Davis NY Venture Fund A, 7% in the GM Victory Special Value A, 19% in the GM Franklin Total Return Fund A, 8% in the GM BlackRock Large Cap Value Fund, 10% in the (CL) GM Thornburg International Value A, 20% in the GM ML Retirement Preservation Trust, 4% in the GM American Funds Growth Fnd of Amer R3, 21% in the GM BlackRock Government Income Portfolio, 3% in the (CL) GM Oppenheimer Sm- & Mid- Cap Val A.

Goal Manager – Moderate Model . Moderate Model seeks the highest total investment return consistent with prudent risk. The model attempts to achieve this objective by investing: 10% in the GM Davis NY Venture Fund A, 9% in the GM Victory Special Value A, 16% in the GM Franklin Total Return Fund A, 12% in the GM BlackRock Large Cap Value Fund, 15% in the

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(CL) GM Thornburg International Value A, 10% in the GM ML Retirement Preservation Trust, 5% in the GM American Funds Growth Fnd of Amer R3, 14% in the GM BlackRock Government Income Portfolio, 6% in the (CL) GM Oppenheimer Sm- & Mid- Cap Val A.

Goal Manager – Moderately-Aggressive Model . Moderately-Aggressive Model seeks the highest total investment return consistent with prudent risk. The model attempts to achieve this objective by investing: 12% in the GM Davis NY Venture Fund A, 11% in the GM Victory Special Value A, 14% in the GM BlackRock Large Cap Value Fund, 4% in the GM BlackRock Large Cap Growth fund, 19% in the (CL) GM Thornburg International Value A, 6% in the American Funds Growth Fnd of Amer R3, 11% in the GM BlackRock Government Income Portfolio, 9% in the (CL) GM Oppenheimer Sm- & Mid- Cap Val A.

Goal Manager – Aggressive Model . Aggressive Model seeks the highest total investment return consistent with prudent risk. The model attempts to achieve this objective by investing: 14% in the GM Davis NY Venture Fund A, 13% in the GM Victory Special Value A, 5% in the GM Franklin Total Return Fund A, 18% in the GM BlackRock Large Cap Value Fund, 6% in the GM BlackRock Large Cap Growth Fund, 25% in the (CL) GM Thornburg International Value A, 8% in the GM American Funds Growth Fund of Amer R3, 11% in the (CL) GM Oppenheimer Sm- & Mid- Cap Val A.

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EIN 72-0214660 / PN 002 / 255793.RF7


SCHEDULE I	Financial Information — Small Plan	Official Use Only

(Form 5500)
Department of the Treasury	This schedule is required to be filed under Section 104 of the Employee Retirement Income Security Act of 1974 (ERISA) and section 6058(a) of the Internal Revenue Code (the Code).	OMB No. 1210—0110
Internal Revenue Service
Department of Labor		2007
Employee Benefits Security
Administration	~ File as an attachment to Form 5500.	This Form is Open to Public Inspection.
Pension Benefit Guaranty Corporation		This Form is Open to Public Inspection.


For calendar year 2007 or fiscal plan year beginning and ending
A Name of plan HOME BANK PROFIT SHARING 401(K) PLAN	B Three-digit plan number	002

C Plan sponsor’s name as shown on line 2a of Form 5500	D Employer Identification Number
HOME BANK	72-0214660

Complete Schedule I if the plan covered fewer than 100 participants as of the beginning of the plan year. You may also complete Schedule I if you are filing as a small plan under the 80-120 participant rule (see Instructions). Complete Schedule H if reporting as a large plan or DFE.

Part I Small Plan Financial Information

Report below the current value of assets and liabilities, income, expenses, transfers and changes in net assets during the plan year. Combine the value of plan assets held in more than one trust. Do not enter the value of the portion of an insurance contract that guarantees during this plan year to pay a specific dollar benefit at a future date. Include all income and expenses of the plan including any trust(s) or separately maintained fund(s) and any payments/receipts to/from insurance carriers. Round off amounts to the nearest dollar.


		(a) Beginning of Year	(b) End of Year
1 Plan Assets and Liabilities:
a Total plan assets	1a	4573393	5646878
b Total plan liabilities	1b
C Net plan assets (subtract line 1b from line 1a)	1c	4573393	5646878

		(a) Amount	(b) Total
2 Income, Expenses, and Transfers for this Plan Year:
a Contributions received or receivable
(1) Employers	2a(1)	354657
(2) Participants	2a(2)	264841
(3) Others (including rollovers)	2a(3)
b Noncash contributions	2b
c Other income	2c	532644
d Total income (add lines 2a(1), 2a(2), 2a(3), 2b, and 2c)	2d		1152142
e Benefits paid (including direct rollovers)	2e	78222
f Corrective distributions (see instructions)	2f
g Certain deemed distributions of participant loans (see instructions)	2g
h Other expenses	2h	435
i Total expenses (add lines 2e, 2f, 2g, and 2h)	2i		78657
j Net income (loss) (subtract line 2i from line 2d)	2j		1073485
k Transfers to (from) the plan (see Instructions)	2k

Specific Assets : If the plan held assets at anytime during the plan year in any of the following categories, check “Yes” and enter the current value of any assets remaining in the plan as of the end of the plan year. Allocate the value of the plan’s interest in a commingled trust containing the assets of more than one plan on a line-by-line basis unless the trust meets one of the specific exceptions described in the instructions.


		Yes	No	Amount
a Partnership/joint venture interests	3a		x
b Employer real property	3b		x

For Paperwork Reduction Act Notice and OMB Control Numbers, see the instructions for Form 5500. v10.1 Schedule I (Form 5500) 2007

EIN 72-0214660 / PN 002 / 255793.RF7


Schedule I (Form 5500) 2007 Page 2
		Yes	No	Official Use Only Amount
		Yes	No	Official Use Only Amount
3c Real estate (other than employer real property)	3c		x

d Employer securities	3d		x

e Participant loans	3e	x		67059

f Loans (other than to participants)	3f		x

g Tangible personal property	3g		x

Part II Transactions During Plan Year

4 During the plan year:
		Yes	No	Amount

a Did the employer fail to transmit to the plan any participant contributions within the time period described in 29 CFR 2510.3-102? (See instructions and DOL ^’ s Voluntary Fiduciary Correction Program.)	4a		x

b Were any loans by the plan or fixed income obligations due the plan in default as of the close of the plan year or classified during the year as uncollectible? Disregard participant loans secured by the participant’s account balance	4b		x

c Were any leases to which the plan was a party in default or classified during the year as uncollectible?	4c		X

d Were there any nonexempt transactions with any party-in-interest? (Do not include transactions reported on line 4a.)	4d		x

e Was the plan covered by a fidelity bond?	4e	x		4000000

f. Did the plan have a loss, whether or not reimbursed by the plan’s fidelity bond, that was caused by fraud or dishonesty?	4f		x

g Did the plan hold any assets whose current value was neither readily determinable on an established market nor set by an independent third party appraiser?	4g		x

h Did the plan receive any noncash contributions whose value was neither readily determinable on an established market nor set by an independent third party appraiser?	4h		x

i Did the plan at any time hold 20% or more of its assets in any single security, debt, mortgage, parcel of real estate, or partnership/joint venture interest?	4i		x

j Were all the plan assets either distributed to participants or beneficiaries, transferred to another plan, or brought under the control of the PBGC?	4j		x

k Are you claiming a waiver of the annual examination and report of an independent qualified public accountant (IQPA) under 29 CFR 2520.104-46? If no, attach an IQPA’s report or 2520.104-50 statement. (See instructions on waiver eligibility and conditions.)	4k	x

5a	Has a resolution to terminate the plan been adopted during the plan year or any prior plan year? If yes, enter the amount of any plan assets that reverted to the employer this year ¨ Yes x No Amount

5b	If during this plan year, any assets or liabilities were transferred from this plan to another plan(s), identify the plan(s) to which assets or liabilities were transferred. (See instructions.)


		5b(1) Name of plan(s)		5b	(2) EIN(s)		5b	(3) PN(s)

C-2

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.

Other Expenses of Issuance and Distribution.


SEC filing fees	$	3,898
OTS filing fees		12,000
Nasdaq listing fees		100,000
NASD filing fee		9,000
Printing, postage, mailing and EDGAR expenses		150,000
Legal fees and expenses		450,000
Blue Sky filing fees and expenses		10,000
Accounting fees and expenses		120,000
Appraiser’s fees and expenses		55,000
Conversion center fees and expenses		30,000
Selling agent expenses		75,000
Business plan preparation fees and expenses		40,000
Transfer agent fees and expenses		15,000
Certificate printing		5,000
Miscellaneous		25,102

Total	$	1,100,000

In addition to the foregoing expenses, Sandler O’Neill & Partners will receive fees based on the number of shares of Common Stock sold in the offering. Based upon the assumptions and the information set forth under “Pro Forma Information” and “The Conversion and Offering – Marketing Arrangements” in the Prospectus, it is estimated that such fees will amount to $523,750, $627,250, $730,750 and $849,775, respectively, in the event that 6,375,000 shares, 7,500,000 shares, 8,625,000 shares and 9,918,750 shares of common stock are sold by the Registrant in the offering.

Item 14.

Indemnification of Directors and Officers.

In accordance with the Louisiana Business Corporation Law, Article 8 of the Registrant’s Articles of Incorporation provides as follows:

A. Personal Liability of Directors and Officers. A director or officer of the Corporation shall not be personally liable for monetary damages for any action taken, or any failure to take any action, as a director or officer except to the extent that by law a director’s or officer’s liability for monetary damages may not be limited.

B. Indemnification. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, including actions by or in the right of the Corporation, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding to the full extent permissible under Louisiana law.

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authorized by the board of directors (without regard to whether participating members thereof are parties to such action, suit or proceeding), upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that the person is not entitled to be indemnified by the Corporation.

D. Other Rights. The indemnification and advancement of expenses provided by or pursuant to this Article 8 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, insurance or other agreement, vote of shareholders or directors (regardless of whether directors authorizing such indemnification are beneficiaries thereof) or otherwise, both as to actions in their official capacity and as to actions in another capacity while holding an office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.

E. Insurance. The Corporation shall have the power to purchase and maintain insurance or other similar arrangement on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture or other enterprise, against any liability asserted against or incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article 8.

F. Security Fund; Indemnity Agreements. By action of the Board of Directors (notwithstanding their interest in the transaction), the Corporation may create and fund a trust fund or other fund or form of self-insurance arrangement of any nature, and may enter into agreements with its officers, directors, employees and agents for the purpose of securing or insuring in any manner its obligation to indemnify or advance expenses provided for in this Article 8.

G. Modification. The duties of the Corporation to indemnify and to advance expenses to any person as provided in this Article 8 shall be in the nature of a contract between the Corporation and each such person, and no amendment or repeal of any provision of this Article 8, and no amendment or termination of any trust or other fund or form of self-insurance arrangement created pursuant to Section F of this Article 8, shall alter to the detriment of such person the right of such person to the advance of expenses or indemnification related to a claim based on an act or failure to act which took place prior to such amendment, repeal or termination.

H. Proceedings Initiated by Indemnified Persons. Notwithstanding any other provision of this Article 8, the Corporation shall not indemnify a director, officer, employee or agent for any liability incurred in an action, suit or proceeding initiated (which shall not be deemed to include counter-claims or affirmative defenses) or participated in as an intervenor or amicus curiae by the person seeking indemnification unless such initiation of or participation in the action, suit or proceeding is authorized, either before or after its commencement, by the affirmative vote of a majority of the directors in office.

Item 15.

Recent Sales of Unregistered Securities

Not applicable.

II-2

Item 16.

Exhibits and Financial Statement Schedules

The exhibits and financial statement schedules filed as a part of this Registration Statement are as follows:

(a) List of Exhibits (filed herewith unless otherwise noted)



1.1		Engagement Letter with Sandler O’Neill & Partners, L.P.

1.2		Form of Agency Agreement with Sandler O’Neill & Partners, L.P. (1)

2.1		Plan of Conversion

3.1		Articles of Incorporation of Home Bancorp, Inc.

3.2		Bylaws of Home Bancorp, Inc.

4.0		Form of Stock Certificate of Home Bancorp, Inc.

5.0		Opinion of Elias, Matz, Tiernan & Herrick L.L.P. re: legality (1)

8.1		Opinion of Elias, Matz, Tiernan & Herrick L.L.P. re: Federal tax matters

8.2		Opinion of Ernst & Young LLP re: Louisiana tax matters (1)

8.3		Letter of RP Financial LC. re: Subscription Rights

10.1		Salary Continuation Agreement by and between Home Bank and John W. Bordelon

10.2		Salary Continuation Agreement by and between Home Bank and Darren Guidry

10.3		Amended and Restated Employment Agreement between Home Bank and L.J. Dailey

23.1		Consent of Elias, Matz, Tiernan & Herrick L.L.P. (included in Exhibit 5.0 and Exhibit 8.1 respectively)

23.2		Consent of Ernst & Young LLP

23.3		Consent of RP Financial LC.

24.0		Power of Attorney (included in Signature Page of this Registration Statement)

99.1		Subscription Order Form and Instructions

99.2		Additional Solicitation Materials

99.3		Appraisal Report of RP Financial LC.

99.4		Form of proxy statement and proxy for members of Home Bank

(1)	To be filed by amendment.

(b) Financial Statement Schedules

All schedules have been omitted as not applicable or not required under the rules of Regulation S-X.

Item 17.

Undertakings.

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any Prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the Prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate,

II-3

represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of the securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of Prospectus filed with the Commission pursuant to Rule 424 (b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the Offering.

(4) That, for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(5) That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(6) That, for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)

Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned registrant;

(iii)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)

Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

The undersigned Registrant hereby undertakes to furnish stock certificates to or in accordance with the instructions of the respective purchasers of the Common Stock, so as to make delivery to each purchaser promptly following completion of the offering.

II-4

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

II-5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Form S-1 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Lafayette, Louisiana on June 5, 2008.


		Home Bancorp, Inc.

By:		/s/ J OHN W. B ORDELON
		John W. Bordelon
		President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Each person whose signature appears below hereby makes, constitutes and appoints John W. Bordelon his true and lawful attorney, said full power to sign for each person and in such person’s name and capacity indicated below, and with full power of substitution, any and all amendments in this Registration Statement, hereby ratifying and confirming such person’s signature as it may be signed by said attorney to any and all amendments.


Name	Title	Date

/s/ J OHN W. B ORDELON John W. Bordelon	President and Chief Executive Officer	June 5, 2008

/s/ M ICHAEL P. M ARAIST Michael P. Maraist	Chairman of the Board	June 5, 2008

/s/ P AUL J. B LANCHET , III Paul J. Blanchet, III	Director	June 5, 2008

/s/ R ICHARD J. B OURGEOIS Richard J. Bourgeois	Director	June 5, 2008

Henry William Busch, Jr.	Director	June , 2008

Lester James Dailey	Director	June , 2008

/s/ J OHN A. H ENDRY John A. Hendry	Director	June 5, 2008

/s/ M ARC W. J UDICE Marc W. Judice	Director	June 5, 2008

/s/ J OSEPH B. Z ANCO Joseph B. Zanco	Executive Vice President and Chief Financial Officer (principal financial officer and principal accounting officer)	June 5, 2008

II-6

EXHIBIT 1.1

[Letterhead of Sandler O’Neill + Partners, L.P.]

May 21,2007

Board of Directors

Home Bank

503 Kaliste Saloom

Lafayette, Louisiana 70508

Attention:

Mr. John W. Bordelon

President and Chief Executive Officer

Ladies and Gentlemen:

We understand that the Board of Directors of Home Bank (the “Bank”) is considering the adoption of a Plan of Conversion (the “Plan”) pursuant to which the Bank will be converted from mutual to stock form, and shares of the common stock (the “Common Stock”) of the proposed new holding company for the Bank (the “Holding Company”) will be offered and sold to the Bank’s eligible account holders in a Subscription Offering and, under certain circumstances, to members of the Bank’s community in a Direct Community Offering and to the general public in a Syndicated Community Offering (collectively, the “Offering”). The Bank and the Holding Company are collectively referred to herein as the “Company” and their respective Boards of Directors are collectively referred to herein as the “Board.” Sandler O’Neill & Partners, L.P. (“Sandler O’Neill”) is pleased to assist the Company with the Offering and this letter is to confirm the terms and conditions of our engagement.

OFFERING SERVICES

Sandler O’Neill will act as exclusive marketing agent for the Company in the Offering. We will work with the Company and its management, counsel, accountants and other advisors on the Offering and anticipate that our services will include the following, each as may be necessary and as the Company may reasonably request:

1. Consulting as to the financial and securities market implications of the Plan and any related corporate documents;

2. Reviewing with the Board the financial impact of the Offering on the Company, based upon the independent appraiser’s appraisal of the Common Stock;

Board of Directors

Home Bank

May 21, 2007

Page 2

3. Reviewing all offering documents, including the Prospectus, stock order forms and related offering materials (it being understood that preparation and filing of such documents will be the responsibility of the Company and its counsel);

4. Assisting in the design and implementation of a marketing strategy for the Offering;

5. Assisting management in scheduling and preparing for meetings with potential investors and/or other broker-dealers in connection with the Offering; and

6. Providing such other general advice and assistance as may be requested to promote the successful completion of the Offering.

SUBSCRIPTION AND COMMUNITY OFFERING FEES

If the Offering is consummated, the Company agrees to pay Sandler O’Neill for its services a fee of one percent (1.00%) of the aggregate Actual Purchase Price of the shares of Common Stock sold in the Subscription Offering and Direct Community Offering, excluding in each case shares purchased by or on behalf of (i) any employee benefit plan or trust of the Company established for the benefit of its directors, officers and employees, (ii) any charitable foundation established by the Company (or any shares contributed to such a charitable foundation), and (iii) any director, officer or employee of the Company or members of their immediate families. For purposes of this letter, the term “Actual Purchase Price” shall mean the price at which the shares of the Common Stock are sold in the Offering.

If (a) Sandler O’Neill’s engagement hereunder is terminated for any of the reasons provided for under the second paragraph of the section of this letter captioned “Definitive Agreement,” or (b) the Offering is terminated by the Company, no fee shall be payable by the Company to Sandler O’Neill hereunder; however, the Company shall reimburse Sandler O’Neill for its reasonable out-of-pocket expenses (including legal fees) incurred in connection with its engagement hereunder and for any fees and expenses incurred by Sandler O’Neill on behalf of the Company pursuant to the second paragraph under the section captioned “Costs and Expenses” below.

All fees and expense reimbursements payable to Sandler O’Neill hereunder shall he payable in cash at the time of the closing of the Offering, or upon the termination of Sandler O’Neill’s engagement hereunder or termination of the Offering, as the case may be. In recognition of the long lead times involved in the stock offering process, the Company agrees to make an advance payment to Sandler O’Neill in the amount of $25,000, payable upon execution of this letter, which shall be credited against any fees or reimbursement of expenses payable hereunder. In the event that the advance payment exceeds the amount due in payment of fees and reimbursement of expenses hereunder, the excess shall be refunded to the Company.

Board of Directors

Home Bank

May 21, 2007

Page 3

SYNDICATED COMMUNITY OFFERING

If any shares of Common Stock remain available after the expiration of the Subscription Offering and Direct Community Offering, at the request of the Company and subject to the continued satisfaction of the conditions set forth in the second paragraph under the caption “Definitive Agreement” below, Sandler O’Neill will seek to form a syndicate of registered dealers to assist in the sale of such Common Stock in a Syndicated Community Offering on a best efforts basis, subject to the terms and conditions to be set forth in a selected dealers agreement. With respect to any shares of the Common Stock sold by Sandler O’Neill or any other NASD member firm under any selected dealers agreements in a Syndicated Community Offering, the Company agrees to pay: (a) the sales commission payable to the selected dealer under such agreement and (b) a management fee to Sandler O’Neill of one percent (1.00%) of the aggregate Actual Purchase Price of the shares of Common Stock sold in the Syndicated Community Offering. Sandler O’Neill will endeavor to limit the aggregate fees to be paid by the Company under any such selected dealers agreements to an amount competitive with gross underwriting discounts charged at such time for underwritings of comparable amounts of stock sold at a comparable price per share in a similar market environment, which shall not exceed 5.5% of the aggregate Actual Purchase Price of the shares sold under such agreements. Sandler O’Neill will endeavor to distribute the Common Stock among dealers in a fashion that best meets the distribution objectives of the Company and the requirements of the Plan, which may result in limiting the allocation of stock to certain selected dealers. It is understood that in no event shall Sandler O’ Neill be obligated to act as a selected dealer or to take or purchase any shares of the Common Stock in the Offering.

COSTS AND EXPENSES

In addition to any fees that may be payable to Sandler O’Neill hereunder and the expenses to be borne by the Company pursuant to the following paragraph, the Company agrees to reimburse Sandler O’Neill, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its engagement hereunder, regardless of whether the Offering is consummated, including, without limitation, legal fees and expenses, advertising, syndication and travel expenses, up to a maximum of $75,000; provided, however, that Sandler O’Neill shall document such expenses to the reasonable satisfaction of the Company. The provisions of this paragraph are not intended to apply to or in any way impair the indemnification provisions of this letter.

As is customary, the Company will bear all other expenses incurred in connection with the Offering, including, without limitation, (i) the cost of obtaining all securities and bank regulatory approvals, including any required NASD filing fees; (ii) the cost of printing and distributing the offering materials; (iii) the costs of blue sky qualification (including fees and expenses of blue sky counsel) of the shares in the various states; (iv) listing fees; and (v) all fees and disbursements of the Company’s counsel, accountants, conversion agent and other advisors. In the event Sandler O’Neill incurs any such fees and expenses on behalf of the Company, the Company will reimburse Sandler O’Neill for such fees and expenses whether or not the Offering is consummated.

Board of Directors

Home Bank

May 21, 2007

Page 4

DUE DILIGENCE REVIEW

Sandler O’Neill’s obligation to perform the services contemplated by this letter shall be subject to the satisfactory completion of such investigation and inquiries relating to the Company and its directors, officers, agents and employees as Sandler O’Neill and its counsel in their sole discretion may deem appropriate under the circumstances. In this regard, the Company agrees that, at its expense, it will make available to Sandler O’Neill all information that Sandler O’Neill requests, and will allow Sandler O’Neill the opportunity to discuss with the Company’s management the financial condition, business and operations of the Company. The Company acknowledges that Sandler O’Neill will rely upon the accuracy and completeness of all information received from the Company and its directors, trustees, officers, employees, agents, independent accountants and counsel.

BLUE SKY MATTERS

Sandler O’Neill and the Company agree that the Company’s counsel shall serve as counsel with respect to blue sky matters in connection with the Offering. The Company will cause such counsel to prepare a Blue Sky Memorandum related to the Offering, including Sandier O’Neill’s participation therein, and shall furnish Sandler O’Neill a copy thereof addressed to Sandler O’Neill or upon which such counsel shall state Sandier O’Neill may rely.

CONFIDENTIALITY

Except as contemplated in connection with the performance of its services under this agreement, as authorized by the Company or as required by law, regulation or legal process, Sandler O’Neill agrees that it will treat as confidential all material, non-public information relating to the Company obtained in connection with its engagement hereunder (the “Confidential Information”); provided, however, that Sandler O’Neill may disclose such information to its agents and advisors who are assisting or advising Sandler O’Neill in performing its services hereunder and who have agreed to be bound by the terms and conditions of this paragraph. As used in this paragraph, the term “Confidential Information” shall not include information which (a) is or becomes generally available to the public other than as a result of a disclosure by Sandler O’Neill, (b) was available to Sandler O’Neill on a non-confidential basis prior to its disclosure to Sandler O’Neill by the Company, or (c) becomes available to Sandler O’Neill on a non-confidential basis from a person other than the Company who is not otherwise known to Sandler O’Neill to be bound not to disclose such information pursuant to a contractual, legal or fiduciary obligation.

The Company hereby acknowledges and agrees that the financial models and presentations used by Sandler O’Neill in performing its services hereunder have been developed by and are proprietary to Sandler O’Neill and are protected under applicable copyright laws. The Company agrees that it will not reproduce or distribute all or any portion of such models or presentations without the prior written consent of Sandler O’Neill.

Board of Directors

Home Bank

May 21, 2007

Page 5

INDEMNIFICATION

Since Sandler O’Neill will be acting on behalf of the Bank and the Holding Company in connection with the Offering, the Bank and the Holding Company agree to indemnify and hold Sandler O’Neill and its affiliates and their respective partners, directors, officers, employees, agents and controlling persons within the meaning of Section 15 of the Securities Act of 1933 or Section 20 of the Securities Exchange Act of 1934 (Sandler O’Neill and each such person being an “Indemnified Party”) harmless from and against any and all losses, claims, damages and liabilities, joint or several, to which such Indemnified Party may become subject under applicable federal or state law, or otherwise, related to or arising out of the Offering or the engagement of Sandler O’Neill pursuant to, or the performance by Sandler O’Neill of the services contemplated by, this letter, and will reimburse any Indemnified Party for all expenses (including reasonable legal fees and expenses) as they are incurred, including expenses incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage, liability or expense (i) arises out of or is based upon any untrue statement of a material fact or the omission of a material fact required to be stated therein or necessary to make not misleading any statements contained in any final prospectus, or any amendment or supplement thereto, made in reliance on and in conformity with written information furnished to the Company by Sandier O’Neill expressly for use therein, or (ii) is primarily attributable to the gross negligence, willful misconduct or bad faith of Sandler O’Neill. If the foregoing indemnification is unavailable for any reason, the Company agrees to contribute to such losses, claims, damages, liabilities and expenses in the proportion that its financial interest in the Offerings bears to that of Sandler O’Neill.

The Company agrees to notify Sandler O’Neill promptly of the assertion against it or any other person of any claim or the commencement of any action or proceeding relating to any transaction contemplated by this agreement.

Board of Directors

Home Bank

May 21, 2007

Page 6

DEFINITIVE AGREEMENT

Sandler O’Neill and the Company agree that (a) except as set forth in clause (b), the foregoing represents the general intention of the Company and Sandler O’Neill with respect to the services to be provided by Sandler O’Neill in connection with the Offering, which will serve as a basis for Sandler O’Neill commencing activities, and (b) the only legal and binding obligations of the Company and Sandler O’Neill with respect to the Offering shall be (1) the Company’s obligation to reimburse costs and expenses pursuant to the section captioned “Costs and Expenses”, (2) those set forth under the captions “Confidentiality” and “Indemnification,” and (3) as set forth in a duly negotiated and executed definitive Agency Agreement to be entered into prior to the commencement of the Offering relating to the services of Sandler O’Neill in connection with the Offering. Such Agency Agreement shall be in form and content satisfactory to Sandler O’Neill and the Company and their respective counsel and shall contain standard indemnification and contribution provisions consistent herewith.

Sandler O’Neill’s execution of such Agency Agreement shall also be subject to (i) Sandler O’Neill’s satisfaction with its investigation of the Company’s business, financial condition and results of operations, (ii) preparation of offering materials that are satisfactory to Sandler O’Neill, (iii) compliance with all relevant legal and regulatory requirements to the reasonable satisfaction of Sandler O’Neill, (iv) agreement that the price established by the independent appraiser is reasonable, and (v) market conditions at the time of the proposed offering. Sandler O’Neill may terminate this agreement if such Agency Agreement is not entered into prior to June 30, 2008.

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and can be altered only by written consent signed by the parties. This Agreement shall be construed and enforced in accordance with the laws of the State of New York, without regard to the conflicts of laws principles thereof.

Board of Directors

Home Bank

May 21, 2007

Page 7

Please confirm that the foregoing correctly sets forth our agreement by signing and returning to Sandler O’Neill the duplicate copy of this letter enclosed herewith.


Very truly yours,
Sandler O’Neill & Partners, L.P.
By: Sandler O’Neill & Partners, L.P.

By:
		the sole general partner
		Catherine A. Lawton
		An Officer of the Corporation

Accepted and agreed to as of

the date first above written:


Home Bank

By:
		John W. Bordelon
		President and Chief Executive Officer

EXHIBIT 2.1

Plan of Conversion

Home Bank

as Adopted on April 3, 2008

TABLE OF CONTENTS


Section Number		Page
1.	Introduction	1
2.	Definitions	1
3.	General Procedure for Conversion	5
4.	Total Number of Shares and Purchase Price of Conversion Stock	6
5.	Subscription Rights of Eligible Account Holders (First Priority)	7
6.	Subscription Rights of Tax-Qualified Employee Stock Benefit Plans (Second Priority)	8
7.	Subscription Rights of Supplemental Eligible Account Holders (Third Priority)	8
8.	Subscription Rights of Other Members (Fourth Priority)	9
9.	Community Offering, Syndicated Community Offering, Public Offering and Other Offerings	9
10.	Limitations on Subscriptions and Purchases of Conversion Stock	11
11.	Timing of Subscription Offering, Manner of Exercising Subscription Rights and Order Forms	13
12.	Payment for Conversion Stock	14
13.	Account Holders in Nonqualified States or Foreign Countries	16
14.	Voting Rights of Stockholders	16
15.	Liquidation Account	16
16.	Transfer of Deposit Accounts	18
17.	Requirements Following Conversion for Registration, Market Making and Stock Exchange Listing	18
18.	Directors and Officers of the Bank	18
19.	Requirements for Stock Purchases by Directors and Officers Following Conversion	18
20.	Restrictions on Transfer of Stock	18
21.	Restrictions on Acquisition of Stock of the Holding Company	19
22.	Adoption of Federal Stock Charter and Bylaws	20
23.	Tax Rulings or Opinions	20
24.	Stock Compensation Plans	20
25.	Dividend and Repurchase Restrictions on Stock	21
26.	Payment of Fees to Brokers	21
27.	Effective Date	21
28.	Amendment or Termination of the Plan	21
29.	Interpretation of the Plan	21

PLAN OF CONVERSION

HOME BANK

1.	INTRODUCTION .

This Plan of Conversion (“Plan”) provides for the conversion of Home Bank (“Bank”), from a federally chartered mutual savings bank to a federally chartered stock savings bank. This Plan also provides that the Bank shall operate as a wholly owned subsidiary of a stock holding company (“Holding Company”) and that non-transferable subscription rights to purchase the common stock of the Holding Company (“Conversion Stock”) shall be granted to certain deposit account holders and borrower members, if any, of the Bank pursuant to this Plan and in accordance with the regulations of the Office of Thrift Supervision (“OTS”). The Conversion will raise additional capital which will permit the Bank to continue to grow and diversify its lending and investment activities thereby permitting the Bank to further enhance its capabilities to serve the borrowing and other financial needs of the communities it serves. The larger capital base and the holding company structure will also facilitate possible acquisitions of other financial institutions or financial service companies.

This Plan, which has been approved by the required two-thirds vote of the Board of Directors of the Bank, is subject to further approval by the affirmative vote of a majority of the total outstanding votes held by voting members of the Bank at a special meeting to be called for that purpose. Prior to the submission of the Plan to the voting members for consideration, the Plan must be approved by the OTS.

2.	DEFINITIONS .

As used in this Plan, the terms set forth below have the following meaning:

2.1 Actual Purchase Price means the price per share at which the Conversion Stock is ultimately sold by the Holding Company in the Offerings in accordance with the terms hereof.

2.2 Affiliate means a Person who, directly or indirectly, through one or more intermediaries, controls or is controlled by or is under common control with the Person specified.

2.3 Application for Conversion shall have the meaning set forth in Section 3(a) hereof.

2.4 Associate when used to indicate a relationship with any Person, means (i) a corporation or organization (other than the Bank, a majority-owned subsidiary of the Bank or the Holding Company) of which such Person is a director, officer or partner or is, directly or indirectly, the beneficial owner of 10% or more of any class of equity securities, (ii) any trust or other estate in which such Person has a substantial beneficial interest or as to which such Person serves as trustee or in a similar fiduciary capacity, provided, however, that such terms shall not include any Tax-Qualified Employee Stock Benefit Plan or Non-Tax-Qualified Employee Stock Benefit Plan of the Holding Company or the Bank in which such Person has a substantial beneficial interest or serves as a trustee or in a similar fiduciary capacity, and (iii) any relative or spouse of such Person, or any

relative of such spouse of such Person, who has the same home as such Person or who is a director or officer of the Bank or the Holding Company or any of the subsidiaries of the foregoing.

2.5 Bank means Home Bank, in its mutual or stock form, as the sense of the reference requires.

2.6 Bank Benefit Plans includes, but is not limited to, Tax-Qualified Employee Stock Benefit Plans and Non-Tax-Qualified Employee Stock Benefit Plans.

2.7 Code means the Internal Revenue Code of 1986, as amended.

2.8 Community Offering means the offering for sale by the Holding Company of any shares of Conversion Stock not subscribed for in the Subscription Offering to such Persons within or outside the State of Louisiana as may be selected by the Holding Company and the Bank in their sole discretion and to whom a copy of the Prospectus is delivered by or on behalf of the Holding Company.

2.9 Control (including the terms “controlling,” “controlled by,” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

2.10 Conversion means (i) the adoption of a federal stock charter by the Bank to authorize the issuance of shares of capital stock and otherwise to conform to the requirements of a stock savings bank organized under the laws of the United States (ii) the issuance of Conversion Stock by the Holding Company as provided herein and (iii) the purchase by the Holding Company of all of the capital stock of the Bank to be issued by the Bank in connection with its conversion from mutual to stock form.

2.11 Conversion Stock means the Holding Company Common Stock to be issued and sold in the Offerings pursuant to this Plan.

2.12 Deposit Account means withdrawable or repurchasable shares, investment certificates or deposits or other savings accounts, including money market deposit accounts, demand accounts and negotiable order of withdrawal accounts, held by an account holder of the Bank.

2.13 Director, Officer and Employee means the terms as applied respectively to any person who is a director, officer or employee of the Bank or any subsidiary thereof.

2.14 ESOP means a Tax-Qualified Employee Stock Benefit Plan adopted by the Company and the Bank in connection with the Conversion, the purpose of which shall be to acquire capital stock of the Company, including Conversion Stock.

2.15 Eligible Account Holder means any Person holding a Qualifying Deposit on the Eligibility Record Date for purposes of determining Subscription Rights and establishing subaccount balances in the liquidation account to be established pursuant to Section 15 hereof.

2.16 Eligibility Record Date means the date for determining Qualifying Deposits of Eligible Account Holders and is the close of business on March 31, 2007.

2.17 Estimated Price Range means the range of the estimated aggregate pro forma market value of the total number of shares of Conversion Stock to be issued in the Conversion, as determined by the Independent Appraiser in accordance with Section 4 hereof.

2.18 FDIC means the Federal Deposit Insurance Corporation or any successor thereto.

2.19 Holding Company means the Louisiana corporation organized at the direction of the Board of Directors of the Bank to hold all of the capital stock of the Bank, and which shall be named “Home Bancorp, Inc.”

2.20 Holding Company Common Stock means the common stock of the Holding Company, which stock cannot and will not be insured by the FDIC or any other governmental authority.

2.21 Independent Appraiser means the independent investment banking or financial consulting firm retained by the Bank to prepare an appraisal of the estimated pro forma market value of the Conversion Stock.

2.22 Initial Purchase Price means the price per share to be paid initially by Participants for shares of Conversion Stock subscribed for in the Subscription Offering and by Persons for shares of Conversion Stock ordered in the Community Offering and/or Syndicated Community Offering.

2.23 Member means any Person qualifying as a member of the Bank in accordance with its mutual charter and bylaws and the laws of the United States.

2.24 Offerings mean the Subscription Offering, the Community Offering and the Syndicated Community Offering or Public Offering.

2.25 Officer means the chairman of the board of directors, chief executive officer, president, chief operating officer, executive vice president, senior vice president, vice president, secretary, treasurer or principal financial officer, comptroller or principal accounting officer and any other person performing similar functions with respect to any organization whether incorporated or unincorporated.

2.26 Order Form means the form or forms provided by the Bank, containing all such terms and provisions as set forth in Section 12 hereof, to a Participant or other Person by which Conversion Stock may be ordered in the Offerings.

2.27 Other Member means a Voting Member who is not an Eligible Account Holder or Supplemental Eligible Account Holder.

2.28 OTS means the Office of Thrift Supervision or any successor thereto.

2.29 Participant means any Eligible Account Holder, Tax-Qualified Employee Stock Benefit Plan, Supplemental Eligible Account Holder or Other Member.

2.30 Person means an individual, a corporation, a limited liability company, a partnership, a limited liability partnership, an association, a joint stock company, a trust, an unincorporated organization or a government or any political subdivision thereof.

2.31 Plan and Plan of Conversion mean this Plan of Conversion as adopted by the Board of Directors of the Bank and any amendment hereto approved as provided herein.

2.32 Prospectus means the one or more documents to be used in offering the Conversion Stock in the Offerings.

2.33 Proxy Statement means the document used to solicit approval of the Plan by the Voting Members of the Bank.

2.34 Public Offering means an underwritten firm commitment offering to the public through one or more underwriters.

2.35 Qualifying Deposit means the aggregate balance of all Deposit Accounts in the Bank of (i) an Eligible Account Holder at the close of business on the Eligibility Record Date, provided such aggregate balance is not less than $50 and (ii) a Supplemental Eligible Account Holder at the close of business on the Supplemental Eligibility Record Date, provided such aggregate balance is not less than $50.

2.36 SEC means the Securities and Exchange Commission.

2.37 Special Meeting means the special meeting of Members of the Bank called for the purpose of submitting this Plan to the Members for their approval, including adoption of a federal stock charter and new bylaws to authorize the issuance of capital stock and otherwise to read in a form consistent with a federally chartered stock form savings bank, and any adjournments of such meeting.

2.38 Subscription Offering means the offering of the Conversion Stock to Participants.

2.39 Subscription Rights means non-transferable rights to subscribe for Conversion Stock granted to Participants pursuant to the terms of this Plan.

2.40 Supplemental Eligible Account Holder if applicable, means any Person, except Directors and Officers of the Bank and their Associates, holding a Qualifying Deposit at the close of business on the Supplemental Eligibility Record Date.

2.41 Supplemental Eligibility Record Date if applicable, means the date for determining Qualifying Deposits of Supplemental Eligible Account Holders and shall be required if the Eligibility Record Date is more than 15 months prior to the date of the latest amendment to the Application for Conversion filed prior to approval of such application by the OTS. If applicable, the Supplemental

Eligibility Record Date shall be the last day of the calendar quarter preceding OTS approval of the Application for Conversion submitted by the Bank pursuant to this Plan of Conversion.

2.42 Syndicated Community Offering means the offering for sale by a syndicate of broker-dealers to the general public of shares of Conversion Stock not purchased in the Subscription Offering and the Community Offering.

2.43 Tax-Qualified Employee Stock Benefit Plan means any defined benefit plan or defined contribution plan, including the ESOP, a stock bonus plan, profit-sharing plan or other plan, which is established for the benefit of the employees of the Holding Company and/or the Bank and which, with its related trust, meets the requirements to be “qualified” under Section 401 of the Code as from time to time in effect. A “Non-Tax-Qualified Employee Stock Benefit Plan” is any defined benefit plan or defined contribution stock benefit plan which is not so qualified.

2.44 Voting Member means a Person who at the close of business on the Voting Record Date is entitled to vote as a member of the Bank in accordance with its federal mutual charter and bylaws.

2.45 Voting Record Date means the date for determining the eligibility of Members to vote at the Special Meeting.

3.	GENERAL PROCEDURE FOR CONVERSION .

(a) The Bank will take the necessary steps to prepare and file an application for conversion, including the Plan, together with all requisite material, to the OTS for approval (the “Application for Conversion”). The Bank also will cause notice of the adoption of the Plan by the Board of Directors of the Bank to be given by publication in a newspaper having general circulation in each community in which an office of the Bank is located, and will cause copies of the Plan to be made available at each office of the Bank for inspection by account holders. The Bank will post the notice of the filing of its Application for Conversion in each of its offices and will again cause to be published, in accordance with the requirements of applicable regulations of the OTS, a notice of the filing with the OTS of an Application for Conversion.

(b) Promptly following approval of the Bank’s Application for Conversion by the OTS, this Plan will be submitted to the Voting Members for their consideration and approval at the Special Meeting. The Bank may, at its option, mail to all Voting Members as of the Voting Record Date, at their last known address appearing on the records of the Bank, a Proxy Statement in either long or summary form describing the Plan which will be submitted to a vote of the Members at the Special Meeting. If the Bank provides a summary form Proxy Statement, the Bank shall also mail to all Eligible Account Holders and Supplemental Eligible Account Holders who are not Members of the Bank as of the Voting Record Date a letter informing them of their right to receive a Prospectus and Order Form for the purchase of Conversion Stock. Under such circumstances, Participants will be given the opportunity to request a Prospectus and Order Form and other materials relating to the Conversion by returning a postage prepaid card which will be distributed with the Proxy Statement or letter. If the Plan is approved by the affirmative vote of a majority of the total outstanding votes at the Special Meeting, the Bank shall take all other necessary organizational steps pursuant

to applicable laws and regulations to amend its charter and bylaws to authorize the issuance of its capital stock to the Holding Company at the time the Conversion of the Bank to stock form is consummated.

(c) The Holding Company shall submit or cause to be submitted to the OTS such applications as may be required for approval of the Holding Company’s acquisition of the Bank and a Registration Statement to the SEC to register the Conversion Stock under the Securities Act of 1933, as amended. The Holding Company shall also register the Conversion Stock under any applicable state securities laws, subject to Section 13 hereof. Upon registration and after the receipt of all required regulatory approvals, the Conversion Stock shall be first offered for sale in a Subscription Offering to Eligible Account Holders, Tax-Qualified Employee Stock Benefit Plans, Supplemental Eligible Account Holders, if applicable and Other Members as set forth in Sections 5, 6, 7 and 8 hereof. It is anticipated that any shares of Conversion Stock remaining unsold after the Subscription Offering will be sold through a Community Offering, a Syndicated Community Offering and/or a Public Offering as set forth in Section 9 hereof. The purchase price per share for the Conversion Stock shall be a uniform price determined in accordance with Section 4 hereof. The Holding Company shall purchase all of the capital stock of the Bank with an amount of the net proceeds received by the Holding Company from the sale of Conversion Stock as shall be determined by the Boards of Directors of the Holding Company and the Bank and as shall be approved by the OTS.

(d) The Holding Company and the Bank may retain and pay for the services of financial and other advisors and investment bankers to assist in connection with any or all aspects of the Conversion, including in connection with the Subscription Offering, Community Offering and/or any Syndicated Community Offering or Public Offering, the payment of fees to brokers and investment bankers for assisting Persons in completing and/or submitting Order Forms. All fees, expenses, retainers and similar items shall be reasonable.

4.	TOTAL NUMBER OF SHARES AND PURCHASE PRICE OF CONVERSION STOCK .

(a) The aggregate price at which all shares of Conversion Stock to be sold shall be based on a pro forma valuation of the aggregate market value of the Conversion Stock prepared by the Independent Appraiser. The valuation shall be based on financial information relating to the Holding Company and the Bank, economic and financial conditions, a comparison of the Holding Company and the Bank with selected publicly-held financial institutions and holding companies and with comparable financial institutions and holding companies and such other factors as the Independent Appraiser may deem to be important, including, but not limited to, the projected operating results and financial condition of the Holding Company and the Bank. The valuation shall be stated in terms of an Estimated Price Range, the maximum of which shall generally be no more than 15% above the average of the minimum and maximum of such price range and the minimum of which shall generally be no more than 15% below such average. The valuation shall be updated during the Conversion as market and financial conditions warrant and as may be required by the OTS.

(b) Based upon the independent valuation, the Boards of Directors of the Holding Company and the Bank shall fix the Initial Purchase Price and the number of shares of Conversion

Stock to be offered in the Subscription Offering, Community Offering and/or Syndicated Community Offering. The Actual Purchase Price and the total number of shares of Conversion Stock to be issued in the Offerings shall be determined by the Boards of Directors of the Holding Company and the Bank upon conclusion of such offerings in consultation with the Independent Appraiser and any financial advisor or investment banker retained by the Bank in connection with such offerings.

(c) Subject to the approval of the OTS, the Estimated Price Range may be increased or decreased to reflect market and economic conditions prior to completion of the Conversion or to fill the order of the Tax-Qualified Employee Stock Benefit Plans, and under such circumstances the Holding Company may increase or decrease the total number of shares of Conversion Stock to be issued in the Conversion to reflect any such change. Notwithstanding anything to the contrary contained in this Plan, no resolicitation of subscribers shall be required and subscribers shall not be permitted to modify or cancel their subscriptions unless the gross proceeds from the sale of the Conversion Stock issued in the Conversion are less than the minimum or more than 15% above the maximum of the Estimated Price Range set forth in the Prospectus. In the event of an increase in the total number of shares offered in the Conversion due to an increase in the Estimated Price Range, the priority of share allocation shall be as set forth in this Plan.

5.	SUBSCRIPTION RIGHTS OF ELIGIBLE ACCOUNT HOLDERS (FIRST PRIORITY) .

(a) Each Eligible Account Holder shall receive, without payment, non-transferable Subscription Rights to purchase up to the greater of (i) $250,000 of Conversion Stock (or such maximum purchase limitation as may be established for the Community Offering and/or Syndicated Community Offering or Public Offering), (ii) one-tenth of one percent (0.1%) of the total offering of shares in the Subscription Offering or (iii) 15 times the product (rounded down to the next whole number) obtained by multiplying the total number of shares of Conversion Stock offered in the Subscription Offering by a fraction, of which the numerator is the amount of the Qualifying Deposits of the Eligible Account Holder and the denominator is the total amount of all Qualifying Deposits of all Eligible Account Holders, in each case subject to Sections 10 and 13 hereof.

(b) In the event of an oversubscription for shares of Conversion Stock pursuant to Section 5(a), available shares shall be allocated among subscribing Eligible Account Holders so as to permit each such Eligible Account Holder, to the extent possible, to purchase a number of shares which will make his or her total allocation equal to the lesser of the number of shares subscribed for or 100 shares. Any available shares remaining after each subscribing Eligible Account Holder has been allocated the lesser of the number of shares subscribed for or 100 shares shall be allocated among the subscribing Eligible Account Holders in the proportion which the Qualifying Deposit of each such subscribing Eligible Account Holder bears to the total Qualifying Deposits of all such subscribing Eligible Account Holders, provided that no fractional shares shall be issued. Subscription Rights of Eligible Account Holders shall be subordinated to the priority rights of the ESOP to purchase shares in excess of the Maximum Shares, as defined in Section 6 below. Subscription Rights of Eligible Account Holders who are also Directors or Officers of the Bank and their Associates shall be subordinated to those of other Eligible Account Holders to the extent that they are attributable to increased deposits during the one year period preceding the Eligibility Record Date.

6.	SUBSCRIPTION RIGHTS OF TAX-QUALIFIED EMPLOYEE STOCK BENEFIT PLANS (SECOND PRIORITY) .

Tax-Qualified Employee Stock Benefit Plans shall receive, without payment, non-transferable Subscription Rights to purchase in the aggregate up to 10% of the Conversion Stock, including shares of Conversion Stock to be issued in the Conversion as a result of an increase in the Estimated Price Range after commencement of the Subscription Offering and prior to completion of the Conversion. The subscription rights granted to Tax-Qualified Employee Stock Benefit Plans shall be subject to the availability of shares of Conversion Stock after taking into account the shares of Conversion Stock purchased by Eligible Account Holders, provided, however, that in the event that the total number of shares offered in the Conversion is increased to an amount greater than the number of shares representing the maximum of the Estimated Price Range as set forth in the Prospectus (“Maximum Shares”), the ESOP shall have a priority right to purchase any such shares exceeding the Maximum Shares up to an aggregate of 8% of the Conversion Stock. Shares of Conversion Stock purchased by any individual participant (“Plan Participant”) in a Tax-Qualified Employee Stock Benefit Plan using funds therein pursuant to the exercise of subscription rights granted to such Participant in his individual capacity as an Eligible Account Holder and/or Supplemental Eligible Account Holder and/or purchases by such Plan Participant in the Community Offering shall not be deemed to be purchases by a Tax-Qualified Employee Stock Benefit Plan for purposes of calculating the maximum amount of Conversion Stock that Tax-Qualified Employee Stock Benefit Plans may purchase pursuant to the first sentence of this Section 6 if the individual Plan Participant controls or directs the investment authority with respect to such account or subaccount. Consistent with applicable laws and regulations and policies and practices of the OTS, the ESOP may use funds contributed by the Holding Company or the Bank and/or borrowed from an independent financial institution to exercise such Subscription Rights, and the Holding Company and the Bank may make scheduled discretionary contributions thereto, provided that such contributions do not cause the Holding Company or the Bank to fail to meet any applicable capital maintenance requirements.

7.	SUBSCRIPTION RIGHTS OF SUPPLEMENTAL ELIGIBLE ACCOUNT HOLDERS (THIRD PRIORITY) .

(a) In the event that the Eligibility Record Date is more than 15 months prior to the date of the latest amendment to the Application for Conversion filed prior to OTS approval, then, and only in that event, each Supplemental Eligible Account Holder shall receive, without payment, non-transferable Subscription Rights to purchase up to the greater of (i) $250,000 of Conversion Stock (or such maximum purchase limitation as may be established for the Community Offering and/or Syndicated Community Offering or Public Offering), (ii) one-tenth of one percent (0.1%) of the total offering of shares in the Subscription Offering or (iii) 15 times the product (rounded down to the next whole number) obtained by multiplying the total number of shares of Conversion Stock offered in the Subscription Offering by a fraction, of which the numerator is the amount of the Qualifying Deposits of the Supplemental Eligible Account Holder and the denominator is the total amount of all Qualifying Deposits of all Supplemental Eligible Account Holders, subject to the availability of shares of Conversion Stock for purchase after taking into account the shares of Conversion Stock purchased by Eligible Account Holders and Tax-Qualified Employee Stock Benefit Plans through the exercise of Subscription Rights under Sections 5 and 6 hereof, and subject to Sections 10 and 13 hereof.

(b) In the event of an oversubscription for shares of Conversion Stock pursuant to Section 7(a), available shares shall be allocated among subscribing Supplemental Eligible Account Holders so as to permit each such Supplemental Eligible Account Holder, to the extent possible, to purchase a number of shares sufficient to make his or her total allocation (including the number of shares, if any, allocated in accordance with Section 5(a)) equal to the lesser of the number of shares subscribed for or 100 shares. Any remaining available shares shall be allocated among subscribing Supplemental Eligible Account Holders in the proportion that the amount of their respective Qualifying Deposits bears to the total amount of the Qualifying Deposits of all subscribing Supplemental Eligible Account Holders, provided that no fractional shares shall be issued.

8.	SUBSCRIPTION RIGHTS OF OTHER MEMBERS (FOURTH PRIORITY) .

(a) Each Other Member shall receive, without payment, non-transferable Subscription Rights to purchase up to the greater of (i) $250,000 of Conversion Stock in the Subscription Offering (or such maximum purchase limitation as may be established for the Community Offering and/or Syndicated Community Offering or Public Offering) or (ii) one-tenth of one percent (0.1%) of the total offering of shares in the Subscription Offering, in each case if and only to the extent that shares of Conversion Stock are available for purchase after taking into account the shares of Conversion Stock purchased by Eligible Account Holders, Tax-Qualified Employee Stock Benefit Plans and Supplemental Eligible Account Holders through the exercise of Subscription Rights under Sections 5, 6 and 7 hereof, and subject to Sections 10 and 13 hereof.

(b) If, pursuant to this Section 8, Other Members subscribe for a number of shares of Conversion Stock in excess of the total number of shares of Conversion Stock remaining, shares shall be allocated so as to permit each such Other Member, to the extent possible, to purchase a number of shares which will make his or her total allocation equal to the lesser of the number of shares subscribed for or 100 shares. Any shares remaining will be allocated among the subscribing Other Members whose subscriptions remain unsatisfied on an equal number of shares basis per order until all orders have been filled or the remaining shares have been allocated, provided no fractional shares shall be issued.

9.	COMMUNITY OFFERING, SYNDICATED COMMUNITY OFFERING, PUBLIC OFFERING AND OTHER OFFERINGS .

(a) If less than the total number of shares of the Conversion Stock are sold in the Subscription Offering, it is anticipated that all remaining shares of Conversion Stock shall, if practicable, be sold directly in a Community Offering and/or a Syndicated Community Offering. Subject to the requirements set forth herein, Conversion Stock sold in the Community Offering and/or the Syndicated Community Offering shall achieve the widest possible distribution of such stock.

(b) In the event of a Community Offering, all shares of Conversion Stock which are not subscribed for in the Subscription Offering shall be offered for sale by means of a direct community

marketing program, which may provide for the use of brokers, dealers or investment banking firms experienced in the sale of financial institution securities. Any available shares in excess of those not subscribed for in the Subscription Offering will be available for purchase by members of the general public to whom a Prospectus is delivered by the Holding Company or on its behalf, with preference given to natural persons residing in the parishes in Louisiana in which the Bank has a branch office (“Preferred Subscribers”).

(c) A Prospectus and Order Form shall be furnished to such Persons as the Holding Company and the Bank may select in connection with the Community Offering and each order for Conversion Stock in the Community Offering shall be subject to the absolute right of the Holding Company and the Bank to accept or reject any such order in whole or in part either at the time of receipt of an order or as soon as practicable following completion of the Community Offering. Available shares will be allocated first to each Preferred Subscriber whose order is accepted by the Holding Company, in an amount equal to the lesser of 100 shares or the number of shares subscribed for by each such Preferred Subscriber, if possible. Thereafter, any shares remaining will be allocated among the Preferred Subscribers whose subscriptions remain unsatisfied on an equal number of shares basis per order until all orders have been filled or the remaining shares have been allocated, subject to the provisions of Section 10 hereof, provided no fractional shares shall be issued. If there are any shares remaining after all subscriptions by Preferred Subscribers have been satisfied, such remaining shares shall be allocated to other members of the general public who purchase in the Community Offering, applying the same allocation described above for Preferred Subscribers.

(d) The amount of Conversion Stock that any Person together with any Associate thereof or group of Persons acting in concert may purchase in the Community Offering shall not exceed the greater of (i) $250,000 or (ii) one-tenth of one percent (0.1%) of the total offering of shares in the Subscription Offering, provided, however, that this amount may be increased to 5% of the total offering of shares in the Subscription Offering, subject to any required regulatory approval but without the further approval of Members; provided, further, that orders for Conversion Stock in the Community Offering shall first be filled to a maximum of 2% of the total number of shares of Conversion Stock sold in the Conversion and thereafter any remaining shares shall be allocated on an equal number of shares basis per order until all orders have been filled, provided no fractional shares shall be issued. The Holding Company and the Bank may commence the Community Offering concurrently with, at any time during, or as soon as practicable after the end of, the Subscription Offering. The Community Offering must be completed within 45 days after the completion of the Subscription Offering, unless extended by the Holding Company and the Bank with any required regulatory approval.

(e) Subject to such terms, conditions and procedures as may be determined by the Holding Company and the Bank, all shares of Conversion Stock not subscribed for in the Subscription Offering or ordered in the Community Offering may be sold by a syndicate of broker-dealers to the general public in a Syndicated Community Offering. Each order for Conversion Stock in the Syndicated Community Offering shall be subject to the absolute right of the Holding Company and the Bank to accept or reject any such order in whole or in part either at the time of receipt of an order or as soon as practicable after completion of the Syndicated Community Offering. The amount of Conversion Stock that any Person together with any Associate thereof or group of Persons acting in concert may purchase in the Syndicated Community Offering shall not exceed $1.0 million

provided, however, that this amount may be increased to 5% of the total offering of shares in the Subscription Offering, subject to any required regulatory approval but without the further approval of Members; provided further that orders for Conversion Stock in the Syndicated Community Offering shall first be filled to a maximum of 2% of the total number of shares of Conversion Stock sold in the Offerings and thereafter any remaining shares shall be allocated on an equal number of shares basis per order until all orders have been filled, provided no fractional shares shall be issued. The Holding Company and the Bank may commence the Syndicated Community Offering concurrently with, at any time during, or as soon as practicable after the end of the Subscription Offering and/or Community Offering. The Syndicated Community Offering must be completed within 45 days after the completion of the Subscription Offering, unless extended by the Holding Company and the Bank with any required regulatory approval.

(f) The Holding Company and the Bank may sell any shares of Conversion Stock remaining following the Subscription Offering, Community Offering and/or the Syndicated Community Offering in a Public Offering. The provisions of Section 10 hereof shall not be applicable to the sales to underwriters for purposes of the Public Offering but shall be applicable to sales by the underwriters to the public. The price to be paid by the underwriters in such an offering shall be equal to the Actual Purchase Price less an underwriting discount to be negotiated among such underwriters and the Bank and the Holding Company, subject to any required regulatory approval or consent.

(g) If for any reason a Syndicated Community Offering or Public Offering of shares of Conversion Stock not sold in the Subscription Offering and the Community Offering cannot be effected, or in the event that an insignificant residue of shares of Conversion Stock is not sold in the Subscription Offering, Community Offering or Syndicated Community Offering, the Holding Company and the Bank shall use their best efforts to obtain other purchasers for such shares in such manner and upon such conditions as may be satisfactory to the OTS.

10.

LIMITATIONS ON SUBSCRIPTIONS AND PURCHASES OF CONVERSION STOCK .

(a) The maximum number of shares of Conversion Stock which may be purchased in the Conversion by the ESOP shall not exceed 8% of the aggregate of the total number of shares of Conversion Stock sold in the Offerings and all Tax-Qualified Employee Stock Benefit Plans shall not exceed 10% of the aggregate shares of Conversion Stock sold in the Offerings, in each instance, including any shares which may be issued in the event of an increase in the maximum of the Estimated Price Range to reflect changes in market and economic conditions after commencement of the Subscription Offering and prior to the completion of the Conversion; provided; however, that purchases of Conversion Stock which are made by Plan Participants pursuant to the exercise of subscription rights granted to such Plan Participant in his individual capacity as an Eligible Account Holder or Supplemental Eligible Account Holder or purchases by a Plan Participant in the Community Offering using the funds thereof held in Tax-Qualified Employee Stock Benefit Plans shall not be deemed to be purchases by a Tax-Qualified Employee Stock Benefit Plan for purposes of this Section 10(a).

(b) Except in the case of Tax-Qualified Employee Stock Benefit Plans in the aggregate, as set forth in Section 10(a) hereof, and in addition to the other restrictions and limitations set forth herein, the maximum amount of Conversion Stock which any Person together with any Associate or group of Persons acting in concert may, directly or indirectly, subscribe for or purchase in the Offerings shall not exceed $1.0 million of the Conversion Stock offered.

(c) The number of shares of Conversion Stock which Directors and Officers and their Associates may purchase in the aggregate in the Conversion shall not exceed 27% of the total number of shares of Conversion Stock sold in the Offerings, including any shares which may be issued in the event of an increase in the maximum of the Estimated Price Range to reflect changes in market and economic conditions after commencement of the Subscription Offering and prior to completion of the Conversion.

(d) No Person may purchase fewer than 25 shares of Conversion Stock in the Offerings, to the extent such shares are available; provided, however, that if the Actual Purchase Price is greater than $20.00 per share, such minimum number of shares shall be adjusted so that the aggregate Actual Purchase Price for such minimum shares will not exceed $500.00.

(e) For purposes of the foregoing limitations and the determination of Subscription Rights, (i) Directors, Officers and Employees shall not be deemed to be Associates or a group acting in concert solely as a result of their capacities as such, (ii) shares purchased by Tax-Qualified Employee Stock Benefit Plans shall not be attributable to the individual trustees of any such plan for purposes of determining compliance with the limitations set forth in Section 10(b) or 10(c) hereof, and (iii) shares purchased by Tax-Qualified Employee Stock Benefit Plans shall not be attributable to the individual trustees of any such plan for purposes of determining compliance with the limitation set forth in Section 10(c) hereof.

(f) Subject to any required regulatory approval and the requirements of applicable laws and regulations, but without further approval of the Members of the Bank or resolicitation of subscribers, the Holding Company and the Bank may increase or decrease any of the individual or aggregate purchase limitations set forth herein to a percentage which does not exceed 5% of the total offering of Conversion Stock in the Offerings, whether prior to, during or after the Subscription Offering, Community Offering, Syndicated Community Offering and/or Public Offering. In the event that an individual purchase limitation is increased after commencement of the Subscription Offering or any of the other Offerings, the Holding Company and the Bank shall permit any Person who subscribed for the maximum number of shares of Conversion Stock to purchase an additional number of shares such that such Person shall be permitted to subscribe for the then maximum number of shares permitted to be subscribed for by such Person, subject to the rights and preferences of any Person who has priority Subscription Rights. In the event that any of the individual or aggregate purchase limitations are decreased after commencement of the Subscription Offering or any of the other Offerings, the orders of any Person who subscribed for the maximum number of shares of Conversion Stock shall be decreased by the minimum amount necessary so that such Person shall be in compliance with the then maximum number of shares permitted to be subscribed for by such Person.

(g) The Holding Company and the Bank shall have the right to take all such action as they may, in their sole discretion, deem necessary, appropriate or advisable in order to monitor and enforce the terms, conditions, limitations and restrictions contained in this Section 10 and elsewhere in this Plan and the terms, conditions and representations contained in the Order Form, including, but not limited to, the absolute right (subject only to any necessary regulatory approvals or concurrence) to reject, limit or revoke acceptance of any subscription or order and to delay, terminate or refuse to consummate any sale of Conversion Stock which they believe might violate, or is designed to, or is any part of a plan to, evade or circumvent such terms, conditions, limitations, restrictions and representations. Any such action shall be final, conclusive and binding on all persons and the Holding Company and the Bank and their respective Boards shall be free from any liability to any Person on account of any such action.

11.

TIMING OF SUBSCRIPTION OFFERING, MANNER OF EXERCISING SUBSCRIPTION RIGHTS AND ORDER FORMS .

(a) The Subscription Offering may be commenced concurrently with or at any time after the mailing to Voting Members of the proxy statement to be used in connection with the Special Meeting. The Subscription Offering may be closed before the Special Meeting, provided that the offer and sale of the Conversion Stock shall be conditioned upon the approval of the Plan by Voting Members at the Special Meeting.

(b) The exact timing of the commencement of the Subscription Offering shall be determined by the Holding Company and the Bank in consultation with the Independent Appraiser and any financial or advisory or investment banking firm retained by them in connection with the Conversion. The Holding Company and the Bank may consider a number of factors, including, but not limited to, their current and projected future earnings, local and national economic conditions and the prevailing market for stocks in general and stocks of financial institutions in particular. The Holding Company and the Bank shall have the right to withdraw, terminate, suspend, delay, revoke or modify any such Subscription Offering, at any time and from time to time, as it in its sole discretion may determine, without liability to any Person, subject to compliance with applicable securities laws and any necessary regulatory approval or concurrence.

(c) The Holding Company and the Bank shall, promptly after the SEC has declared the Prospectus effective and all required regulatory approvals have been obtained, distribute or make available the Prospectus, together with Order Forms for the purchase of Conversion Stock, to all Participants for the purpose of enabling them to exercise their respective Subscription Rights, subject to Section 13 hereof. The Holding Company and the Bank may elect to mail a Prospectus and Order Form only to those Participants who request such materials by returning a postage-paid card to the Holding Company and the Bank by a date specified in the letter informing them of their Subscription Rights. Under such circumstances, the Subscription Offering shall not be closed until the expiration of 30 days after the mailing by the Holding Company and the Bank of the postage-paid card to Participants.

(d) A single Order Form for all Deposit Accounts maintained with the Bank by an Eligible Account Holder and a Supplemental Eligible Account Holder may be furnished irrespective of the number of Deposit Accounts maintained with the Bank on the Eligibility Record Date and

Supplemental Eligibility Record Date, respectively. No person holding a Subscription Right may exceed any otherwise applicable purchase limitation by submitting multiple orders for Conversion Stock. Multiple orders are subject to adjustment, as appropriate, on a pro rata basis and deposit balances will be divided equally among such orders in allocating shares in the event of an oversubscription.

(e) The recipient of an Order Form shall have no less than 20 days and no more than 45 days from the date of mailing of the Order Form (with the exact termination date to be set forth on the Order Form) to properly complete and execute the Order Form and deliver it to the Bank. The Holding Company and the Bank may extend such period by such amount of time as they determine is appropriate. Failure of any Participant to deliver a properly executed Order Form to the Bank, along with payment (or authorization for payment by withdrawal) for the shares of Conversion Stock subscribed for, within the time limits prescribed, shall be deemed a waiver and release by such person of any rights to subscribe for shares of Conversion Stock. Each Participant shall be required to confirm to the Holding Company and the Bank by executing an Order Form that such Person has fully complied with all of the terms, conditions, limitations and restrictions in the Plan.

(f) The Holding Company and the Bank shall have the absolute right, in their sole discretion and without liability to any Participant or other Person, to reject any Order Form, including, but not limited to, any Order Form (i) that is improperly completed or executed; (ii) that is not timely received; (iii) that is submitted by facsimile or is photocopied; (iv) that is not accompanied by the proper payment (or authorization of withdrawal for payment) or, in the case of institutional investors in the Community Offering, not accompanied by an irrevocable order together with a legally binding commitment to pay the full amount of the purchase price prior to 48 hours before the completion of the Offerings; (v) submitted by a Person whose representations the Holding Company and the Bank believe to be false or who they otherwise believe, either alone, or acting in concert with others, is violating, evading or circumventing, or intends to violate, evade or circumvent, the terms and conditions of the Plan. Furthermore, in the event Order Forms (i) are not delivered and are returned to the Bank by the United States Postal Service or the Bank is unable to locate the addressee, or (ii) are not mailed pursuant to a “no mail” order placed in effect by the account holder, the Subscription Rights of the person to which such rights have been granted will lapse as though such person failed to return the contemplated Order Form within the time period specified thereon. The Holding Company and the Bank may, but will not be required to, waive any irregularity on any Order Form or may require the submission of corrected Order Forms or the remittance of full payment for shares of Conversion Stock by such date as they may specify. The interpretation of the Holding Company and the Bank of the terms and conditions of the Order Forms shall be final and conclusive.

12.

PAYMENT FOR CONVERSION STOCK .

(a) Payment for shares of Conversion Stock subscribed for by Participants in the Subscription Offering and payment for shares of Conversion Stock ordered by Persons in the Community Offering shall be equal to the Initial Purchase Price per share multiplied by the number of shares which are being subscribed for or ordered, respectively. Such payment may be made in cash, if delivered in person, or by check or money order at the time the Order Form is delivered to the Bank. The Bank, in its sole and absolute discretion, may also elect to receive payment for shares

of Conversion Stock by wire transfer. In addition, the Holding Company and the Bank may elect to provide Participants and/or other Persons who have a Deposit Account with the Bank the opportunity to pay for shares of Conversion Stock by authorizing the Bank to withdraw from such Deposit Account an amount equal to the aggregate Initial Purchase Price of such shares. Payment may also be made by a Participant using funds held for such Participant’s benefit by a Bank Benefit Plan to the extent that such plan allows participants or any related trust established for the benefit of such participants to direct that some or all of their individual accounts or sub-accounts be invested in Conversion Stock. If the Actual Purchase Price is less than the Initial Purchase Price, the Bank shall refund the difference to all Participants and other Persons, unless the Holding Company and the Bank choose to provide Participants and other Persons the opportunity on the Order Form to elect to have such difference applied to the purchase of additional whole shares of Conversion Stock. If the Actual Purchase Price is more than the Initial Purchase Price, the Bank shall reduce the number of shares of Conversion Stock ordered by Participants and other Persons and refund any remaining amount which is attributable to a fractional share interest, unless the Bank chooses to provide Participants and other Persons the opportunity to increase the Actual Purchase Price submitted to it.

(b) Consistent with applicable laws and regulations and policies and practices of the OTS, payment for shares of Conversion Stock subscribed for by the ESOP may be made with funds contributed by the Holding Company or the Bank and/or funds obtained pursuant to a loan from the Holding Company or an unrelated financial institution pursuant to a loan commitment which is in force from the time that any such plan submits an Order Form until the closing of the transactions contemplated hereby.

(c) If a Participant or other Person authorizes the Bank to withdraw the amount of the Initial Purchase Price from his or her Deposit Account, the Bank shall have the right to make such withdrawal or to freeze funds equal to the aggregate Initial Purchase Price upon receipt of the Order Form. Notwithstanding any regulatory provisions regarding penalties for early withdrawals from certificate accounts, the Bank may allow payment by means of withdrawal from certificate accounts without the assessment of such penalties. In the case of an early withdrawal of only a portion of such account, the certificate evidencing such account shall be cancelled if any applicable minimum balance requirement ceases to be met. In such case, the remaining balance will earn interest at the regular passbook rate. However, where any applicable minimum balance is maintained in such certificate account, the rate of return on the balance of the certificate account shall remain the same as prior to such early withdrawal. This waiver of the early withdrawal penalty applies only to withdrawals made in connection with the purchase of Conversion Stock and is entirely within the discretion of the Holding Company and the Bank.

(d) The Bank shall pay interest, at not less than the rate it pays on passbook accounts, for all amounts paid in cash, by check or money order to purchase shares of Conversion Stock in the Subscription Offering and the Community Offering from the date payment is received until the date the Conversion is completed or terminated.

(e) The Bank shall not knowingly loan funds or otherwise extend credit to any Participant or other Person to purchase Conversion Stock.

(f) Each share of Conversion Stock shall be non-assessable upon payment in full of the Actual Purchase Price.

13.

ACCOUNT HOLDERS IN NONQUALIFIED STATES OR FOREIGN COUNTRIES .

The Holding Company and the Bank shall make reasonable efforts to comply with the securities laws of all jurisdictions in the United States in which Participants reside. However, no Participant will be offered or receive any Conversion Stock under the Plan if such Participant resides in a foreign country or in a jurisdiction of the United States with respect to which: (a) there are few Participants otherwise eligible to subscribe for shares under this Plan who reside in such jurisdiction; (b) the granting of Subscription Rights or the offer or sale of shares of Conversion Stock to such Participants would require the Holding Company or the Bank or their respective Directors and Officers, under the laws of such jurisdiction, to register as a broker or dealer, salesman or selling agent or to register or otherwise qualify the Conversion Stock for sale in such jurisdiction, or the Holding Company or the Bank would be required to qualify as a foreign corporation or file a consent to service of process in such jurisdiction; or (c) such registration or qualification in the judgment of the Holding Company and the Bank would be impracticable or unduly burdensome for reasons of cost or otherwise.

14.

VOTING RIGHTS OF STOCKHOLDERS .

Following consummation of the Conversion, voting rights with respect to the Bank shall be held and exercised exclusively by the Holding Company as holder of all of the Bank’s voting capital stock and voting rights with respect to the Holding Company shall be held and exercised exclusively by the holders of the Holding Company’s voting capital stock.

15.

LIQUIDATION ACCOUNT .

(a) At the time of Conversion, the Bank shall establish a liquidation account in an amount equal to the Bank’s net worth as reflected in its latest statement of financial condition contained in the final Prospectus utilized in the Conversion. The function of the liquidation account will be to preserve the rights of certain holders of Deposit Accounts in the Bank who maintain such accounts in the Bank following Conversion to a priority to distributions in the unlikely event of a liquidation of the Bank subsequent to Conversion.

(b) The liquidation account shall be maintained for the benefit of Eligible Account Holders and Supplemental Eligible Account Holders, if any, who maintain their Deposit Accounts in the Bank after Conversion. Each such account holder will, with respect to each Deposit Account held, have a related inchoate interest in a portion of the liquidation account balance, which interest will be referred to in this Section 15 as the “subaccount balance.” All Deposit Accounts having the same social security number will be aggregated for purposes of determining the initial subaccount balance with respect to such Deposit Accounts, except as provided in Section 15 hereof.

(c) In the event of a complete liquidation of the Bank subsequent to Conversion (and only in such event), each Eligible Account Holder and Supplemental Eligible Account Holder, if any, shall be entitled to receive a liquidation distribution from the liquidation account in the amount of

the then current subaccount balances for Deposit Accounts then held (adjusted as described below) before any liquidation distribution may be made with respect to the capital stock of the Bank. No merger, consolidation, sale of bulk assets or similar combination transaction with another FDIC-insured institution in which the Bank is not the surviving entity shall be considered a complete liquidation for this purpose. In any such transaction, the liquidation account shall be assumed by the surviving entity.

(d) The initial subaccount balance for a Deposit Account held by an Eligible Account Holder and Supplemental Eligible Account Holder, if any, shall be determined by multiplying the opening balance in the liquidation account by a fraction, of which the numerator is the amount of the Qualifying Deposits of such account holder and the denominator is the total amount of Qualifying Deposits of all Eligible Account Holders and, if applicable, Supplemental Eligible Account Holders. For Deposit Accounts in existence at both the Eligibility Record Date and the Supplemental Eligibility Record Date, if applicable, separate initial subaccount balances shall be determined on the basis of the Qualifying Deposits in such Deposit Accounts on each such record date. Initial subaccount balances shall not be increased, and shall be subject to downward adjustment as provided below.

(e) If the aggregate deposit balance in any Deposit Account(s) of any Eligible Account Holder or Supplemental Eligible Account Holder at the close of business on any December 31, annual closing date, commencing December 31, 2008, is less than the lesser of (a) the deposit balance in such Deposit Account(s) at the close of business on any other annual closing date subsequent to such record dates or (b) the deposit balance in such Deposit Account(s) as of the Eligibility Record Date or the Supplemental Eligibility Record Date, if any, the subaccount balance for such Deposit Account(s) shall be adjusted by reducing such subaccount balance in an amount proportionate to the reduction in such deposit balance. In the event of such a downward adjustment, the subaccount balance shall not be subsequently increased, notwithstanding any increase in the deposit balance of the related Deposit Account(s). The subaccount balance of an Eligible Account Holder or Supplemental Eligible Account Holder, if any, shall be reduced to zero if such holder ceases to maintain a Deposit Account at the Bank that has the same social security number as appeared on his or her Deposit Account(s) at the Eligibility Record Date or, if applicable, the Supplemental Eligibility Record Date.

(f) Subsequent to Conversion, the Bank may not pay cash dividends generally on deposit accounts and/or capital stock of the Bank, or repurchase any of the capital stock of the Bank, if such dividend or repurchase would reduce the Bank’s net worth below the aggregate amount of the then current subaccount balances for Deposit Accounts then held; otherwise, the existence of the liquidation account shall not operate to restrict the use or application of any of the net worth accounts of the Bank.

(g) For purposes of this Section 15, a Deposit Account includes a predecessor or successor account which is held only by an account holder with the same social security number.

16.

TRANSFER OF DEPOSIT ACCOUNTS .

Each Deposit Account in the Bank at the time of the consummation of the Conversion shall become, without further action by the holder, a Deposit Account in the Bank equivalent in withdrawable amount to the withdrawal value (as adjusted to give effect to any withdrawal made for the purchase of Conversion Stock), and subject to the same terms and conditions (except as to voting and liquidation rights) as such Deposit Account in the Bank immediately preceding consummation of the Conversion. Holders of Deposit Accounts in the Bank shall not, as such holders, have any voting rights.

17.

REQUIREMENTS FOLLOWING CONVERSION FOR REGISTRATION, MARKET MAKING AND STOCK EXCHANGE LISTING .

In connection with the Conversion, the Holding Company shall register its common stock pursuant to the Securities Exchange Act of 1934, as amended, and shall undertake not to deregister such stock for a period of three years thereafter. The Holding Company also shall use its best efforts to (i) encourage and assist a market maker to establish and maintain a market for its common stock; and (ii) list its common stock on a national or regional securities exchange.

18.

DIRECTORS AND OFFICERS OF THE BANK .

Each person serving as a Director or Officer of the Bank at the time of the Conversion shall continue to serve as a Director or Officer of the Bank for the balance of the term for which the person was elected prior to the Conversion, and until a successor is elected and qualified.

19.

REQUIREMENTS FOR STOCK PURCHASES BY DIRECTORS AND OFFICERS FOLLOWING CONVERSION .

For a period of three years following the Conversion, the Directors and Officers of the Holding Company and the Bank and their Associates may not purchase, without the prior written approval of the OTS, the Holding Company Common Stock except from a broker or dealer registered with the SEC. This prohibition shall not apply, however, to (i) a negotiated transaction arrived at by direct negotiation between buyer and seller and involving more than 1% of the outstanding common stock of the Holding Company, (ii) purchases of stock made by and held by any Tax-Qualified Employee Stock Benefit Plan (and purchases of stock made by and held by any Non-Tax-Qualified Employee Stock Benefit Plan following receipt of stockholder approval of such plan) that may be attributable to individual Officers or Directors and (iii) the exercise of any options pursuant to any stock benefit plan of the Holding Company.

The foregoing restriction on purchases of Holding Company Common Stock shall be in addition to any restrictions that may be imposed by federal and state securities laws.

20.

RESTRICTIONS ON TRANSFER OF STOCK .

All shares of the Conversion Stock which are purchased by Persons other than Directors and Officers shall be transferable without restriction, except in connection with a transaction proscribed

by Section 21 of this Plan. Shares of Conversion Stock purchased by Directors and Officers of the Holding Company and the Bank on original issue from the Holding Company (by subscription or otherwise) shall be subject to the restriction that such shares shall not be sold or otherwise disposed of for value for a period of one year following the date of purchase, except for any disposition of such shares following the death of the original purchaser or pursuant to any merger or similar transaction approved by the OTS. The shares of Conversion Stock issued by the Holding Company to Directors and Officers shall bear the following legend giving appropriate notice of such one-year restriction:

“The shares of stock evidenced by this Certificate are restricted as to transfer for a period of one year from the date of this Certificate pursuant to Part 563b of the Rules and Regulations of the Office of Thrift Supervision. These shares may not be transferred during such one-year period without a legal opinion of counsel for the Company that said transfer is permissible under the provisions of applicable law and regulation. This restrictive legend shall be deemed null and void after one year from the date of this Certificate.”

In addition, the Holding Company shall give appropriate instructions to the transfer agent for the Holding Company Common Stock with respect to the applicable restrictions relating to the transfer of restricted stock. Any shares issued at a later date as a stock dividend, stock split or otherwise with respect to any such restricted stock shall be subject to the same holding period restrictions as may then be applicable to such restricted stock.

The foregoing restriction on transfer shall be in addition to any restrictions on transfer that may be imposed by federal and state securities laws.

21.

RESTRICTIONS ON ACQUISITION OF STOCK OF THE HOLDING COMPANY .

Upon consummation of the Conversion, the charter of the Bank, the articles of incorporation of the Holding Company shall prohibit any Person together with Associates or group of Persons acting in concert from offering to acquire or acquiring, directly or indirectly, beneficial ownership of more than 10% of any class of equity securities of the Holding Company, or of securities convertible into more than 10% of any such class following completion of the Conversion. The articles of incorporation also shall provide that following the completion of the Conversion all equity securities beneficially owned by any Person in excess of 10% of any class of equity securities shall be considered “excess shares,” and that excess shares shall not be counted as shares entitled to vote and shall not be voted by any Person or counted as voting shares in connection with any matters submitted to the stockholders for a vote. The foregoing restrictions shall not apply to (i) any offer with a view toward public resale made exclusively to the Holding Company by underwriters or a selling group acting on its behalf, (ii) the purchase of shares by a Tax-Qualified Employee Stock Benefit Plan established for the benefit of the employees of the Holding Company and its subsidiaries which is exempt from approval requirements under 12 C.F.R. Section 574.3(c)(1)(vii) or any successor thereto and (iii) any offer or acquisition approved in advance by the affirmative vote of two-thirds of the entire Board of Directors of the Holding Company. Directors, Officers or Employees of the Holding Company or the Bank or any subsidiary thereof shall not be deemed to be Associates or a group acting in concert with respect to their individual acquisitions of any class of equity securities of the Holding Company solely as a result of their capacities as such.

22.

ADOPTION OF FEDERAL STOCK CHARTER AND BYLAWS .

As part of the Conversion, the Bank shall take all appropriate steps to adopt a federal stock charter and bylaws to authorize the issuance of capital stock and otherwise to read in a form consistent with a federally chartered stock form savings bank.

23.

TAX RULINGS OR OPINIONS .

Consummation of the Conversion is expressly conditioned upon prior receipt by the Bank of either a ruling or an opinion of counsel with respect to federal tax laws, and either a ruling or an opinion of counsel with respect to Louisiana tax laws, to the effect that consummation of the transactions contemplated hereby will not result in a taxable reorganization under the provisions of the applicable codes or otherwise result in any adverse tax consequences to the Holding Company, the Bank and its account holders receiving Subscription Rights before or after the Conversion, except in each case to the extent, if any, that Subscription Rights are deemed to have fair market value on the date such rights are issued.

24.

STOCK COMPENSATION PLANS .

(a) The Holding Company and the Bank are authorized to adopt Tax-Qualified Employee Stock Benefit Plans in connection with the Conversion, including, without limitation, the ESOP.

(b) Subsequent to the Conversion, the Holding Company and the Bank are authorized to adopt Non-Tax Qualified Employee Stock Benefit Plans, including without limitation, stock option plans and restricted stock plans, provided however that, with respect to any such plan implemented during the one-year period subsequent to the date of consummation of the Conversion, any such plan: (i) shall be disclosed in the proxy solicitation materials for the Special Meeting of Members and in the Prospectus; (ii) in the case of stock option plans, shall have a total number of shares of common stock for which options may be granted of not more than 10% of the amount of shares issued in the Conversion; (iii) in the case of management or employee recognition or grant plans, shall have a total number of shares of common stock of not more than 4% of the amount of shares issued in the Conversion; (iv) in the case of stock option plans and employee recognition or grant plans, shall be submitted for approval by the holders of the Holding Company Common Stock no earlier than six months following consummation of the Conversion; and (v) shall comply with all other applicable requirements of the OTS.

(c) Existing as well as any newly created Tax-Qualified Employee Stock Benefit Plans may purchase shares of Conversion Stock in the Offerings, to the extent permitted by the terms of such benefit plans and this Plan.

(d) The Holding Company and the Bank are authorized to enter into employment or severance agreements with their executive officers.

25.

DIVIDEND AND REPURCHASE RESTRICTIONS ON STOCK .

(a) Following consummation of the Conversion, any repurchases of shares of capital stock by the Holding Company will be made in accordance with then applicable laws and regulations.

(b) The Bank may not declare or pay a cash dividend on, or repurchase any of, its capital stock if the effect thereof would cause the regulatory capital of the Bank to be reduced below the amount required for the liquidation account. Any dividend declared or paid on, or repurchase of, the Bank’s capital stock shall be made in compliance with 12 C.F.R. Section 563.140 et. seq. , or any successor thereto.

26.

PAYMENT OF FEES TO BROKERS .

The Bank may elect to offer to pay fees on a per share basis to securities brokers who assist Persons in determining to purchase shares in the Offerings.

27.

EFFECTIVE DATE .

The effective date of the Conversion shall be the date of the closing of the sale of all shares of Conversion Stock. The closing of the sale of all shares of Conversion Stock sold in the Offerings shall occur simultaneously and shall be conditioned upon the prior receipt of all requisite regulatory and other approvals.

28.

AMENDMENT OR TERMINATION OF THE PLAN .

If deemed necessary or desirable by the Board of Directors of the Bank, this Plan may be substantively amended, as a result of comments from regulatory authorities or otherwise, at any time prior to the solicitation of proxies from Members to vote on the Plan and at any time thereafter with the concurrence of the OTS. Any amendment to this Plan made after approval by the Members with the concurrence of the OTS shall not necessitate further approval by the Members unless otherwise required by the OTS. This Plan shall terminate if the sale of all shares of Conversion Stock is not completed within 24 months from the date of the Special Meeting (subject to extension by the OTS). Prior to the Special Meeting, this Plan may be terminated by the Board of Directors of the Bank without approval of the OTS; after the Special Meeting, the Board of Directors may terminate this Plan only with the approval of the OTS.

29.

INTERPRETATION OF THE PLAN .

All interpretations of this Plan and application of its provisions to particular circumstances by a majority of the Board of Directors of the Holding Company and the Bank shall be final, subject to the authority of the OTS.

EXHIIBT 3.1

ARTICLES OF INCORPORATION

HOME BANCORP, INC.

Article 1. Name. The name of the corporation is Home Bancorp, Inc. (hereinafter referred to as the “Corporation”).

Article 2. Nature of Business. The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be formed under the Louisiana Business Corporation Law, as amended (the “BCL”). The Corporation is incorporated under the provisions of the BCL.

Article 3. Duration. The term of the existence of the Corporation shall be perpetual.

Article 4. Capital Stock.

A. Authorized Amount. The total number of shares of capital stock which the Corporation has authority to issue is 50,000,000, of which 10,000,000 shall be serial preferred stock, par value $.01 per share (hereinafter the “Preferred Stock”), and 40,000,000 shall be common stock, par value $.01 per share (hereinafter the “Common Stock”). Except to the extent required by governing law, rule or regulation, the shares of capital stock may be issued from time to time by the Board of Directors without further approval of shareholders. The Corporation shall have the authority to purchase its capital stock out of funds lawfully available therefor.

B. Common Stock. Except as provided in this Article 4 (or in any resolution or resolutions adopted by the Board of Directors pursuant hereto), the exclusive voting power shall be vested in the Common Stock, with each holder thereof being entitled to one vote for each share of such Common Stock standing in the holder’s name on the books of the Corporation, except as provided in Article 10. Subject to any rights and preferences of any class of stock having preference over the Common Stock, holders of Common Stock shall be entitled to such dividends as may be declared by the Board of Directors out of funds lawfully available therefor. Upon any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, holders of Common Stock shall be entitled to receive pro rata the remaining assets of the Corporation after the holders of any class of stock having preference over the Common Stock have been paid in full any sums to which they may be entitled.

C. Authority of Board to Fix Terms of Preferred Stock. The Board of Directors shall have the full authority permitted by law to divide the authorized and unissued shares of Preferred Stock into series and to fix by resolution full, limited, multiple or fractional, or no voting rights, and such designations, preferences, qualifications, privileges, limitations, restrictions, options, conversion rights, and other special or relative rights of the Preferred Stock or any series thereof that may be desired.

Article 5. Incorporator. The name and mailing address of the sole incorporator is as follows:


Name		Address
Home Bank		503 Kaliste Saloom Road, Lafayette, Louisiana 70508

Article 6. Directors. The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors.

A. Number. Except as otherwise increased from time to time by the exercise of the rights of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation to elect additional directors, the number of directors of the Corporation shall be no less than five and no more than 15, as specified in the Corporation’s Bylaws, as may be amended from time to time.

B. Classification and Term. The Board of Directors, other than those who may be elected by the holders of any class or series of stock having preference over the Common Stock as to dividends or upon liquidation, shall be divided into three classes as nearly equal in number as possible, with one class to be elected annually. At each annual meeting of shareholders, the directors elected to succeed those in the class whose terms are expiring shall be elected for a term of office to expire at the third succeeding annual meeting of shareholders and when their respective successors are elected and qualified. Notwithstanding the foregoing, and except as otherwise required by law, whenever the holders of any one or more series of Preferred Stock shall have the right, voting separately as a class, to elect one or more directors of the Corporation, the terms of the director or directors elected by such holders shall expire at the next succeeding annual meeting of shareholders and vacancies created with respect to any directorship of the directors so elected may be filled in the manner specified by the terms of such Preferred Stock.

C. No Cumulative Voting. Shareholders of the Corporation shall not be permitted to cumulate their votes for the election of directors.

D. Vacancies. Except as otherwise fixed pursuant to the provisions of Article 4 hereof relating to the rights of the holders of any class or series of stock having preference over the Common Stock as to dividends or upon liquidation to elect directors, any vacancy occurring in the Board of Directors, including any vacancy created by reason of an increase in the number of directors, shall be filled by a majority vote of the directors then in office, whether or not a quorum is present, or by a sole remaining director, and any director so chosen shall serve until the term of the class to which he was appointed shall expire and until his successor is elected and qualified. When the number of directors is changed, the Board of Directors shall determine the class or classes to which the increased or decreased number of directors shall be apportioned, provided that no decrease in the number of directors shall shorten the term of any incumbent director.

E. Removal. Subject to the rights of any class or series of stock having preference over the Common Stock as to dividends or upon liquidation to elect directors, any director (including persons elected by directors to fill vacancies in the Board of Directors) may be removed from office without cause by an affirmative vote of not less than 75% of the total votes eligible to

be cast by shareholders at a duly constituted meeting of shareholders called expressly for such purpose and may be removed from office with cause by an affirmative vote of not less than a majority of the total votes eligible to be cast by shareholders. Cause for removal shall exist only if the director whose removal is proposed has been either declared of unsound mind by an order of a court of competent jurisdiction, convicted of a felony or of an offense punishable by imprisonment for a term of more than one year by a court of competent jurisdiction, or deemed liable by a court of competent jurisdiction for gross negligence or misconduct in the performance of such director’s duties to the Corporation. At least 30 days prior to such meeting of shareholders, written notice shall be sent to the director whose removal will be considered at the meeting.

F. Nominations of Directors. Nominations of candidates for election as directors at any annual meeting of shareholders may be made (a) by, or at the direction of, a majority of the Board of Directors or (b) by any shareholder entitled to vote at such annual meeting. Only persons nominated in accordance with the procedures set forth in this Article 6.F shall be eligible for election as directors at an annual meeting. Ballots bearing the names of all the persons who have been nominated for election as directors at an annual meeting in accordance with the procedures set forth in this Article 6.F shall be provided for use at the annual meeting.

Nominations, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the Corporation as set forth in this Article 6.F. To be timely, a shareholder’s notice shall be delivered to, or mailed and received at, the principal executive offices of the Corporation not later than (x) 120 days prior to the anniversary date of the initial mailing of proxy materials or a notice of the meeting by the Corporation in connection with the immediately preceding annual meeting of shareholders of the Corporation or (y), with respect to the first annual meeting of shareholders of the Corporation, which is expected to be held in May 2009, notice must be provided by December 31, 2008. Such shareholder’s notice shall set forth (1) the name, age, business address and residence address of the shareholder who intends to make the nomination and of the person or persons to be nominated; (2) the principal occupation or employment of the shareholder submitting the notice and of each person being nominated; (3) the class and number of shares of the Corporation’s stock which are Beneficially Owned (as defined in Article 9.A. hereof) by the shareholder submitting the notice, by any Person who is Acting in Concert with or who is an Affiliate or Associate of such shareholder (as such capitalized terms are defined in Article 9.A. hereof), by any Person who is a member of any group with such shareholder with respect to the Corporation stock or who is known by such shareholder to be supporting such nominee(s) on the date the notice is given to the Corporation, by each person being nominated, and by each Person who is in control of, is controlled by or is under common control with any of the foregoing Persons (if any of the foregoing Persons is a partnership, corporation, limited liability company, association or trust, information shall be provided regarding the name and address of, and the class and number of shares of Corporation stock which are Beneficially Owned by, each partner in such partnership, each director, executive officer and shareholder in such corporation, each member in such limited liability company or association, and each trustee and beneficiary of such trust, and in each case each Person controlling such entity and each partner, director, executive officer, shareholder, member or trustee of any entity which is ultimately in control of such partnership, corporation, limited liability company, association or trust); (4) a representation that the shareholder is and will continue to be a holder of record of stock of the Corporation entitled to

vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (5) a description of all arrangements or understandings between the shareholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder; (6) such other information regarding the shareholder submitting the notice, each nominee proposed by such shareholder and any other Person covered by clause (3) of this paragraph as would be required to be included in a proxy statement filed pursuant to the proxy rules of the U.S. Securities and Exchange Commission, whether or not the Corporation’s common stock is registered under the Securities Exchange Act of 1934; as amended (the “Exchange Act”); and (7) the consent of each nominee to serve as a director of the Corporation if so elected. At the request of the Board of Directors, any person nominated by, or at the direction of, the Board for election as a director at an annual meeting shall furnish to the Secretary of the Corporation that information required to be set forth in a shareholder’s notice of nomination which pertains to the nominee.

The Board of Directors may reject any nomination by a shareholder not timely made in accordance with the requirements of this Article 6.F. If the Board of Directors, or a designated committee thereof or other authorized individual, determines that the information provided in a shareholder’s notice does not satisfy the informational requirements of this Article 6.F. in any material respect, the Secretary of the Corporation or a duly authorized representative of the Corporation shall promptly notify such shareholder of the deficiency in the notice. The shareholder shall have an opportunity to cure the deficiency by providing additional information to the Secretary within such period of time, not to exceed five days from the date such deficiency notice is given to the shareholder, as the Board of Directors or such committee or other authorized individual shall reasonably determine. If the deficiency is not cured within such period, or if the Board of Directors or such committee or other authorized individual reasonably determines that the additional information provided by the shareholder, together with information previously provided, does not satisfy the requirements of this Article 6.F. in any material respect, then the Board of Directors may reject such shareholder’s nomination. The Secretary of the Corporation or a duly authorized representative of the Corporation shall notify a shareholder in writing whether his nomination has been made in accordance with the time and informational requirements of this Article 6.F. Notwithstanding the procedures set forth in this paragraph, if neither the Board of Directors nor such committee or other authorized individual makes a determination as to the validity of any nominations by a shareholder, the presiding officer of the annual meeting shall determine and declare at the annual meeting whether the nomination was made in accordance with the terms of this Article 6.F. If the presiding officer determines that a nomination was made in accordance with the terms of this Article 6.F., he shall so declare at the annual meeting and ballots shall be provided for use at the meeting with respect to such nominee. If the presiding officer determines that a nomination was not made in accordance with the terms of this Article 6.F., he shall so declare at the annual meeting and the defective nomination shall be disregarded.

Notwithstanding the foregoing, and except as otherwise required by law, whenever the holders of any one or more series of Preferred Stock shall have the right, voting separately as a class, to elect one or more directors of the Corporation, the provisions of this Article 6.F shall not apply with respect to the director or directors elected by such holders of Preferred Stock.

G. Discharge of Duties. In discharging the duties of their respective positions, the Board of Directors, committees of the Board of Directors and individual directors shall, in considering the best interests of the Corporation, consider the effects of any action upon the employees of the Corporation and its subsidiaries, the depositors and borrowers of any insured institution subsidiary, the communities in which offices or other establishments of the Corporation or any subsidiary are located and all other pertinent factors.

Article 7. No Preemptive Rights. No holder of the capital stock of the Corporation shall be entitled as such, as a matter of right, to subscribe for or purchase any part of any new or additional issue of stock of any class whatsoever of the Corporation, or of securities convertible into stock of any class whatsoever, whether now or hereafter authorized, or whether issued for cash or other consideration or by way of a dividend.

Article 8. Indemnification, etc. of Officers, Directors, Employees and Agents.

C. Advancement of Expenses. Reasonable expenses incurred by an officer, director, employee or agent of the Corporation in defending an action, suit or proceeding described in Section B of this Article 8 may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding if authorized by the board of directors (without regard to whether participating members thereof are parties to such action, suit or proceeding), upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that the person is not entitled to be indemnified by the Corporation.

Article 9. Meetings of Shareholders and Shareholder Proposals

A. Definitions.

(a) Acquire. The term “Acquire” includes every type of acquisition, whether effected by purchase, exchange, operation of law or otherwise.

(b) Acting in Concert. The term “Acting in Concert” means (a) knowing participation in a joint activity or conscious parallel action towards a common goal whether or not pursuant to an express agreement, or (b) a combination or pooling of voting or other interests in the securities of an issuer for a common purpose pursuant to any contract, understanding, relationship, agreement or other arrangement, whether written or otherwise.

(c) Affiliate. An “Affiliate” of, or a Person “affiliated with,” a specified Person, means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Person specified.

(d) Associate. The term “Associate” used to indicate a relationship with any Person means:

(i) Any corporation or organization (other than the Corporation or a Subsidiary of the Corporation), or any subsidiary or parent thereof, of which such Person is a director, officer or partner or is, directly or indirectly, the Beneficial Owner of 10% or more of any class of equity securities;

(ii) Any trust or other estate in which such Person has a 10% or greater beneficial interest or as to which such Person serves as trustee or in a similar fiduciary capacity, provided, however, such term shall not include any employee stock benefit plan of the Corporation or a Subsidiary of the Corporation in which such Person has a 10% or greater beneficial interest or serves as a trustee or in a similar fiduciary capacity;

(iii) Any relative or spouse of such Person (or any relative of such spouse) who has the same home as such Person or who is a director or officer of the Corporation or a Subsidiary of the Corporation (or any subsidiary or parent thereof); or

(iv) Any investment company registered under the Investment Company Act of 1940 for which such Person or any Affiliate or Associate of such Person serves as investment advisor.

(e) Beneficial Owner (including Beneficially Owned). A Person shall be considered the “Beneficial Owner” of any shares of stock (whether or not owned of record):

(i) With respect to which such Person or any Affiliate or Associate of such Person directly or indirectly has or shares (A) voting power, including the power to vote or to direct the voting of such shares of stock, and/or (B) investment power, including the power to dispose of or to direct the disposition of such shares of stock;

(ii) Which such Person or any Affiliate or Associate of such Person has (A) the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, and/or (B) the right to vote pursuant to any agreement, arrangement or understanding (whether such right is exercisable immediately or only after the passage of time); or

(iii) Which are Beneficially Owned within the meaning of clause (i) or (ii) of this Article 9.A(e) by any other Person with which such first-mentioned Person or any of its Affiliates or Associates either (A) has any agreement, arrangement or

understanding, written or oral, with respect to acquiring, holding, voting or disposing of any shares of stock of the Corporation or any Subsidiary of the Corporation or acquiring, holding or disposing of all or substantially all, or any Substantial Part, of the assets or business of the Corporation or a Subsidiary of the Corporation, or (B) is Acting in Concert. For the purpose only of determining whether a Person is the Beneficial Owner of a percentage specified in this Article 9 of the outstanding Voting Shares, such shares shall be deemed to include any Voting Shares which may be issuable pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants, options or otherwise and which are deemed to be Beneficially Owned by such Person pursuant to the foregoing provisions of this Article 9.A(e), but shall not include any other Voting Shares which may be issuable in such manner.

(f) Offer. The term “Offer” shall mean every offer to buy or acquire, solicitation of an offer to sell, tender offer or request or invitation for tender of, a security or interest in a security for value; provided that the term “Offer” shall not include (i) inquiries directed solely to the management of the Corporation and not intended to be communicated to shareholders which are designed to elicit an indication of management’s receptivity to the basic structure of a potential acquisition with respect to the amount of cash and or securities, manner of acquisition and formula for determining price, or (ii) non-binding expressions of understanding or letters of intent with the management of the Corporation regarding the basic structure of a potential acquisition with respect to the amount of cash and or securities, manner of acquisition and formula for determining price.

(g) Person. The term “Person” shall mean any individual, partnership, corporation, association, trust, group or other entity. When two or more Persons act as a partnership, limited partnership, syndicate, association or other group for the purpose of acquiring, holding or disposing of shares of stock, such partnership, syndicate, associate or group shall be deemed a “Person.”

(h) Substantial Part. The term “Substantial Part” as used with reference to the assets of the Corporation or of any Subsidiary means assets having a value of more than 10% of the total consolidated assets of the Corporation and its Subsidiaries as of the end of the Corporation’s most recent fiscal year ending prior to the time the determination is being made.

(i) Subsidiary. “Subsidiary” means any corporation of which a majority of any class of equity security is owned, directly or indirectly, by the Person in question.

(j) Voting Shares. “Voting Shares” shall mean shares of the Corporation entitled to vote generally in an election of directors.

(k) Certain Determinations With Respect to Article 9. A majority of the directors shall have the power to determine for the purposes of this Article 9, on the basis of information known to them and acting in good faith: (A) the number of Voting Shares of which any Person is the Beneficial Owner, (B) whether a Person is an Affiliate or Associate of another, (C) whether a Person has an agreement, arrangement or understanding with another as to the matters referred to in the definition of “Beneficial Owner” as hereinabove defined, and (D) such other matters with respect to which a determination is required under this Article 9.

(l) Directors, Officers or Employees. Directors, officers or employees of the Corporation or any Subsidiary thereof shall not be deemed to be a group with respect to their individual acquisitions of any class of equity securities of the Corporation solely as a result of their capacities as such.

B. Special Meetings of Shareholders. Except as otherwise required by law and subject to the rights of the holders of any class or series of Preferred Stock, special meetings of the shareholders of the Corporation may be called only by (i) the Board of Directors pursuant to a resolution approved by the affirmative vote of a majority of the directors then in office, (ii) the President, or (iii) by Persons who Beneficially Own an aggregate of at least 50% of the outstanding Voting Shares.

C. Action Without a Meeting. Any action permitted to be taken by the shareholders at a meeting may be taken without a meeting if consent in writing setting forth the action so taken shall be signed by all of the shareholders who would be entitled to vote at a meeting for such purpose and filed with the Secretary of the Corporation as part of the corporate records.

D. Shareholder Proposals. At an annual meeting of shareholders, only such new business shall be conducted, and only such proposals shall be acted upon, as shall have been brought before the annual meeting by, or at the direction of, (a) the Board of Directors or (b) any shareholder of the Corporation who complies with all the requirements set forth in this Article 9.D.

Proposals, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the Corporation as set forth in this Article 9.D. For shareholder proposals to be included in the Corporation’s proxy materials, the shareholder must comply with all the timing and informational requirements of Rule 14a-8 of the Exchange Act (or any successor regulation), whether or not the Corporation’s common stock is registered under the Exchange Act. With respect to shareholder proposals to be considered at the annual meeting of shareholders but not included in the Corporation’s proxy materials, the shareholder notice shall be delivered to, or mailed and received at, the principal executive offices of the Corporation not later than (x) 120 days prior to the anniversary date of the initial mailing of proxy materials or of a notice of the meeting by the Corporation in connection with the immediately preceding annual meeting of shareholders of the Corporation or (y), with respect to the first annual meeting of shareholders of the Corporation, which is expected to be held in May 2009, notice must be provided by December 31, 2008. Such shareholder’s notice shall set forth as to each matter the shareholder proposes to bring before the annual meeting (1) a description of the proposal desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (2) the name and address, as they appear on the Corporation’s books, of the shareholder proposing such business and, to the extent known, any other shareholders known by such shareholder to be supporting such proposal, (3) the class and number of shares of the Corporation’s stock which are Beneficially Owned (as defined in Article 9.A. hereof) by the shareholder submitting the notice, by any Person who is Acting in Concert with or who is an Affiliate or Associate of such shareholder (as such capitalized terms are defined in Article 9.A. hereof), by any Person who is a member of any group with such shareholder with respect to the Corporation stock or who is known by such shareholder to be

supporting such proposal on the date the notice is given to the Corporation, and by each Person who is in control of, is controlled by or is under common control with any of the foregoing Persons (if any of the foregoing Persons is a partnership, corporation, limited liability company, association or trust, information shall be provided regarding the name and address of, and the class and number of shares of Corporation stock which are Beneficially Owned (as defined in Article 9.A. hereof) by, each partner in such partnership, each director, executive officer and shareholder in such corporation, each member in such limited liability company or association, and each trustee and beneficiary of such trust, and in each case each Person controlling such entity and each partner, director, executive officer, shareholder, member or trustee of any entity which is ultimately in control of such partnership, corporation, limited liability company, association or trust), (4) the identification of any person retained or to be compensated by the shareholder submitting the proposal, or any person acting on his or her behalf, to make solicitations or recommendations to shareholders for the purpose of assisting in the passage of such proposal and a brief description of the terms of such employment, retainer or arrangement for compensation, and (5) any material interest of the shareholder in such business.

The Board of Directors may reject any shareholder proposal not timely made in accordance with the terms of this Article 9.D. If the Board of Directors, or a designated committee thereof or other authorized individual, determines that the information provided in a shareholder’s notice does not satisfy the information requirements of Article 9.D. in any material respect, the Secretary of the Corporation or a duly authorized representative of the Corporation shall promptly notify such shareholder of the deficiency in the notice. The shareholder shall have an opportunity to cure the deficiency by providing additional information to the Secretary within such period of time not to exceed five days from the date such deficiency notice is given to the shareholder as the Board of Directors or such committee or other authorized individual shall reasonably determine. If the deficiency is not cured within such period, or if the Board of Directors or such committee or other authorized individual determines that the additional information provided by the shareholder, together with information previously provided, does not satisfy the requirements of this Article 9.D. in any material respect, then the Board of Directors may reject such shareholder’s proposal. The Secretary of the Corporation or a duly authorized representative of the Corporation shall notify a shareholder in writing whether his proposal has been made in accordance with the time and informational requirements of this Article 9.D. Notwithstanding the procedures set forth in this paragraph, if neither the Board of Directors nor such committee or other authorized individual makes a determination as to the validity of any shareholder proposal, the presiding officer of the meeting of shareholders shall determine and declare at the meeting of shareholders whether the shareholder proposal was made in accordance with the terms of this Article 9.D. If the presiding officer determines that a shareholder proposal was made in accordance with the terms of this Article 9.D., he shall so declare at the meeting of shareholders and ballots shall be provided for use at the meeting with respect to any such proposal. If the presiding officer determines that a shareholder proposal was not made in accordance with the terms of this Article 9.D., he shall so declare at the meeting of shareholders and any such proposal shall not be acted upon at the meeting of shareholders.

This provision shall not prevent the consideration and approval or disapproval at the annual meeting of reports of officers, directors and committees of the Board of Directors, but in connection with such reports, no new business shall be acted upon at such annual meeting unless stated, filed and received as herein provided.

Article 10. Restrictions on Offers and Acquisitions of the Corporation’s Equity Securities.

A. Restrictions. The definitions and other provisions set forth in Article 9.A are also applicable to this Article 10. No Person shall directly or indirectly Offer to Acquire or Acquire the Beneficial Ownership of (i) more than 10% of the issued and outstanding shares of any class of an equity security of the Corporation, or (ii) any securities convertible into, or exercisable for, any equity securities of the Corporation if, assuming conversion or exercise by such Person of all securities of which such Person is the Beneficial Owner which are convertible into, or exercisable for, such equity securities (but of no securities convertible into, or exercisable for, such equity securities of which such Person is not the Beneficial Owner), such Person would be the Beneficial Owner of more than 10% of any class of an equity security of the Corporation.

B. Exclusions. The foregoing restrictions shall not apply to (i) any Offer with a view toward public resale made exclusively to the Corporation by underwriters or a selling group acting on its behalf, (ii) any employee benefit plan or arrangement established by the Corporation or its Subsidiaries and any trustee of such a plan or arrangement, and (iii) any other Offer or acquisition approved in advance by the affirmative vote of two-thirds of the Corporation’s Board of Directors.

C. Remedies. In the event that shares are acquired in violation of this Article 10, all shares Beneficially Owned by any Person in excess of 10% shall be considered “Excess Shares” and shall not be counted as shares entitled to vote and shall not be voted by any Person or counted as Voting Shares in connection with any matters submitted to shareholders for a vote, and the Board of Directors may cause such Excess Shares to be transferred to an independent trustee for sale on the open market or otherwise, with the expenses of such trustee to be paid out of the proceeds of the sale.

Article 11. Amendment of Articles and Bylaws.

A. Articles. The Corporation reserves the right to amend, alter, change or repeal any provision contained in these Articles of Incorporation, in the manner now or hereafter prescribed by law, and all rights conferred upon shareholders herein are granted subject to this reservation. No amendment, addition, alteration, change or repeal of these Articles of Incorporation shall be made unless it is first approved by the Board of Directors of the Corporation pursuant to a resolution adopted by the affirmative vote of a majority of the directors then in office, and thereafter is approved by the holders of a majority (except as provided below) of the shares of the Corporation entitled to vote generally in an election of directors, voting together as a single class, as well as such additional vote of the Preferred Stock as may be required by the provisions of any series thereof. Notwithstanding anything contained in these Articles of Incorporation to the contrary, the affirmative vote of the holders of at least 75% of the shares of the Corporation entitled to vote generally in an election of directors, voting together as a single class, as well as such additional vote of the Preferred Stock as may be required by the provisions of any series thereof, shall be required to amend, adopt, alter, change or repeal any provision inconsistent with Articles 6, 7, 8, 9, 10 and 11.

B. Bylaws. The Board of Directors, to the extent permitted by law, or shareholders may adopt, alter, amend or repeal the Bylaws of the Corporation. Such action by the Board of Directors shall require the affirmative vote of a majority of the directors then in office at any regular or special meeting of the Board of Directors. Such action by the shareholders shall require the affirmative vote of the holders of a majority of the shares of the Corporation entitled to vote generally in an election of directors, voting together as a single class, as well as such additional vote of the Preferred Stock as may be required by the provisions of any series thereof, provided that the affirmative vote of the holders of at least 75% of the shares of the Corporation entitled to vote generally in an election of directors, voting together as a single class, as well as such additional vote of the Preferred Stock as may be required by the provisions of any series thereof, shall be required to amend, adopt, alter, change or repeal any provision Articles II, IV, VIII and XII of the Bylaws.

THE UNDERSIGNED , being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the Louisiana Business Corporation Law, as amended, through these Articles of Incorporation, has caused these Articles of Incorporation to be signed by its President and Chief Executive Officer, who hereby declares and certifies that the facts herein stated are true and who has hereunto set his hand this 29 ^th day of April, 2008.


ATTEST	HOME BANK

/s/ Henry W. Busch	By:	/s/ John W. Bordelon
Henry W. Busch, Secretary		John W. Bordelon, President

ACKNOWLEDGMENT

STATE OF LOUISIANA

LAFAYETTE PARISH

On this 29 ^th day of April, 2008, before me John W. Bordelon, to me personally known, who, being by me duly sworn, did say that he is the President of Home Bank (the sole incorporator of Home Bancorp, Inc.), and that the instrument was signed on behalf of the bank by authority of its Board of Directors; and said John W. Bordelon, acknowledged the instrument to be the free act and deed of Home Bank.

/s/ John W. Bordelon

John W. Bordelon

SWORN TO AND SUBSCRIBED before me this 29 ^th day of April, 2008.

/s/ Kathy R. Herter

NOTARY PUBLIC

EXHIBIT 3.2

BYLAWS

HOME BANCORP, INC.

ARTICLE I. OFFICES

1.1 Registered Office and Registered Agent . The registered office of Home Bancorp, Inc. (the “Corporation”) shall be located in the State of Louisiana at such place as may be fixed from time to time by the Board of Directors upon filing of such notices as may be required by law, and the registered agent shall have a business office identical with such registered office.

1.2 Other Offices . The Corporation may have other offices within or outside the State of Louisiana at such place or places as the Board of Directors may from time to time determine.

ARTICLE II. SHAREHOLDERS’ MEETINGS

2.1 Meeting Place . All meetings of the shareholders shall be held at the principal place of business of the Corporation, or at such other place within or without the State of Louisiana as shall be determined from time to time by the Board of Directors, and the place at which any such meeting shall be held shall be stated in the notice of the meeting.

2.2 Annual Meeting Time . The annual meeting of the shareholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year on the fourth Tuesday of April at the hour of 1:00 p.m., if not a legal holiday, and if a legal holiday, then on the day following, at the same hour, or at such other date and time as may be determined by the Board of Directors and stated in the notice of such meeting.

2.3 Organization and Conduct . Each meeting of the shareholders shall be presided over by the President, or if the President is not present, by any Executive or Senior Vice President or such other person as the directors may determine. The Secretary, or in his absence a temporary Secretary, shall act as secretary of each meeting of the shareholders. In the absence of the Secretary and any temporary Secretary, the chairman of the meeting may appoint any person present to act as secretary of the meeting. The chairman of any meeting of the shareholders, unless prescribed by law or regulation or unless the Board of Directors has otherwise determined, shall determine the order of the business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussions as shall be deemed appropriate by him in his sole discretion.

2.4 Notice .

(a) Notice of the time and place of the annual meeting of shareholders shall be given by delivering personally or by mailing a written or printed notice of the same, at least 10 days and not more than 60 days prior to the meeting, to each shareholder of record entitled to vote at such meeting. When any shareholders’ meeting, either annual or special, is adjourned for 30 days or more, or if a new record date is fixed for an adjourned meeting of shareholders, notice of the

adjourned meeting shall be given as in the case of an original meeting. It shall not be necessary to give any notice of the time and place of any meeting adjourned for less than 30 days or of the business to be transacted thereat (unless a new record date is fixed therefor), other than an announcement at the meeting at which such adjournment is taken.

(b) At least 15 days and not more than 60 days prior to the meeting, a written or printed notice of each special meeting of shareholders, stating the place, day and hour of such meeting, and the purpose or purposes for which the meeting is called, shall be either delivered personally or mailed to each shareholder of record entitled to vote at such meeting.

2.5 Voting Record . At least five days before each meeting of shareholders, a complete record of the shareholders entitled to vote at such meeting, or any adjournment thereof, shall be made, arranged in alphabetical order, with the number and class of shares held by each shareholder, which record shall be kept on file at the registered office of the Corporation and shall be subject to inspection by any shareholder at any time during usual business hours. The record shall be kept open at the time and place of such meeting for the inspection by any shareholder.

2.6 Quorum . Except as otherwise required by law or the Corporation’s Articles of Incorporation or these Bylaws:

(a) A quorum at any annual or special meeting of shareholders shall consist of shareholders representing, either in person or by proxy, a majority of the outstanding capital stock of the Corporation entitled to vote at such meeting.

(b) The votes of a majority in interest of those present at any properly called meeting or adjourned meeting of shareholders, at which a quorum as defined above is present, shall be sufficient to transact business.

2.7 Voting of Shares .

(a) Except as otherwise provided in these Bylaws or to the extent that voting rights of the shares of any class or classes are limited or denied by the Articles of Incorporation, each shareholder, on each matter submitted to a vote at a meeting of shareholders, shall have one vote for each share of stock registered in his name on the books of the Corporation.

(b) Directors are to be elected by a plurality of votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. Shareholders shall not be permitted to cumulate their votes for the election of directors. If, at any meeting of the shareholders, due to a vacancy or vacancies or otherwise, directors of more than one class of the Board of Directors are to be elected, each class of directors to be elected at the meeting shall be elected in a separate election by a plurality vote.

2.8 Fixing of Record Date . For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or any adjournment thereof, or entitled to receive payment of any dividend, the Board of Directors shall fix in advance a record date for such determination of shareholders, such date to be not more than 60 days and, in case of a meeting of shareholders, not less than 10 days prior to the date on which the particular action requiring such determination of shareholders is to be taken.

2.9 Proxies . A shareholder may vote either in person or by proxy executed in writing by the shareholder, or his duly authorized attorney-in-fact. No proxy shall be valid after 11 months from the date of its execution, unless otherwise provided in the proxy.

2.10 Voting of Shares in the Name of Two or More Persons . Where shares are held jointly or as tenants in common by two or more persons as fiduciaries or otherwise, if only one or more of such persons is present in person or by proxy, all of the shares standing in the names of such persons shall be deemed to be represented for the purpose of determining a quorum and the Corporation shall accept as the vote of all such shares the votes cast by him or a majority of them and if in any case such persons are equally divided upon the manner of voting the shares held by them, the vote of such shares shall be divided equally among such persons, without prejudice to the rights of such joint owners or the beneficial owners thereof among themselves, unless either (a) the Corporation receives written notice to the contrary from a nonsigning registered holder before the proxy is voted, or (b) there shall have been filed with the Secretary of the Corporation a copy, certified by an attorney-at-law to be correct, of the relevant portions of the agreements under which such shares are held or the instrument by which the trust or estate was created or the decree of court appointing them, or of a decree of court directing the voting of such shares, and the persons specified as having such voting power in the latest such document so filed, and only such persons, shall be entitled to vote such shares but only in accordance therewith.

2.11 Voting of Shares by Certain Holders . Shares standing in the name of another corporation may be voted by an officer, agent or proxy as the bylaws of such corporation may prescribe, or, in the absence of such provision, in accordance with the Louisiana Business Corporation Law, as amended (“BCL”). Shares held by an administrator, executor, guardian or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy. Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority to do so is contained in an appropriate order of the court or other public authority by which such receiver was appointed. A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee or nominee, and thereafter the pledgee or nominee shall be entitled to vote the shares so transferred.

2.12 Inspectors . For each meeting of shareholders, the Board of Directors may appoint one or more inspectors of election. If for any meeting the inspector(s) appointed by the Board of Directors shall be unable to act or the Board of Directors shall fail to appoint any inspector, one or more inspectors may be appointed at the meeting by the chairman thereof. Such inspectors shall conduct the voting in each election of directors and, as directed by the Board of Directors or the chairman of the meeting, the voting on each matter voted on at such meeting, and after the voting shall make a certificate of the vote taken. Inspectors need not be shareholders.

ARTICLE III. CAPITAL STOCK

3.1 Certificates . Shares of the Corporation’s capital stock may be represented by certificates or, to the extent permitted by the BCL, may be uncertificated. To the extent they are issued, certificates of stock shall be issued in numerical order, and each shareholder shall be entitled to a certificate signed by the President or a Vice President, and the Secretary or the Treasurer, and may be sealed with the seal of the Corporation or a facsimile thereof. The signatures of such officers may be facsimiles if the certificate is manually signed on behalf of a transfer agent, or registered by a registrar, other than the Corporation itself or an employee of the Corporation. If an officer who has signed or whose facsimile signature has been placed upon such certificate ceases to be an officer before the certificate is issued, it may be issued by the Corporation with the same effect as if the person were an officer on the date of issue. Each certificate of stock shall state:

(a) that the Corporation is incorporated under the laws of the State of Louisiana;

(b) the name of the person to whom issued;

(d) the par value of each share represented by such certificate, or a statement that such shares are without par value; and

(e) such other information as may be required by the BCL.

3.2 Transfers . Transfers of stock shall be made only upon the stock transfer books of the Corporation, kept at the registered office of the Corporation or at its principal place of business, or at the office of its transfer agent or registrar. The Board of Directors may, by resolution, open a share register in any state of the United States, and may employ an agent or agents to keep such register, and to record transfers of shares therein.

3.3 Registered Owner . Registered shareholders shall be treated by the Corporation as the holders in fact of the stock standing in their respective names and the Corporation shall not be bound to recognize any equitable or other claim to or interest in any share on the part of any other person, whether or not it shall have express or other notice thereof, except as expressly provided below or by the laws of the State of Louisiana. The Board of Directors may adopt by resolution a procedure whereby a shareholder of the Corporation may certify in writing to the Corporation that all or a portion of the shares registered in the name of such shareholder are held for the account of a specified person or persons. The resolution shall set forth:

(a) The classification of shareholder who may certify;

(b) The purpose or purposes for which the certification may be made;

(d) If the certification is with respect to a record date or closing of the stock transfer books, the date within which the certification must be received by the Corporation; and

(e) Such other provisions with respect to the procedure as are deemed necessary or desirable.

Upon receipt by the Corporation of a certification complying with the above requirements, the persons specified in the certification shall be deemed, for the purpose or purposes set forth in the certification, to be the holders of record of the number of shares specified in place of the shareholder making the certification.

3.4 Mutilated, Lost or Destroyed Certificates . In case of any mutilation, loss or destruction of any certificate of stock, another may be issued in its place upon receipt of proof of such mutilation, loss or destruction. The Board of Directors may impose conditions on such issuance and may require the giving of a satisfactory bond or indemnity to the Corporation in such sum as they might determine, or establish such other procedures as they deem necessary.

3.5 Fractional Shares or Scrip . The Corporation may (a) issue fractions of a share which shall entitle the holder to exercise voting rights, to receive dividends thereon, and to participate in any of the assets of the Corporation in the event of liquidation; (b) arrange for the disposition of fractional interests by those entitled thereto; (c) pay in cash the fair value of fractions of a share as of the time when those entitled to receive such shares are determined; or (d) issue scrip in registered or bearer form which shall entitle the holder to receive a certificate for a full share upon the surrender of such scrip aggregating a full share.

3.6 Shares of Another Corporation . Shares owned by the Corporation in another corporation, domestic or foreign, may be voted by such officer, agent or proxy as the Board of Directors may determine or, in the absence of such determination, by the President of the Corporation.

ARTICLE IV. BOARD OF DIRECTORS

4.1 Number and Powers; Age Limitation . The management of all the affairs, property and interest of the Corporation shall be vested in a Board of Directors. The Board of Directors shall be divided into three classes as nearly equal in number as possible. The initial Board of Directors shall consist of eight persons. The classification and term of the directors shall be as set forth in the Corporation’s Articles of Incorporation, which provisions are incorporated herein with the same effect as if they were set forth herein. Directors need not be residents of the State of Louisiana. Directors will be expected to acquire and maintain an investment in the Company’s common stock in accordance with the policies of the Board of Directors as established from time-to-time. No person seventy-two years of age shall be eligible for election, reelection, appointment, or reappointment to the Board of Directors of the Corporation. No director shall serve as such beyond the annual meeting of Corporation immediately following the director becoming seventy-two. This age limitation does not apply to an advisory or emeritus director. In addition to the powers and authorities expressly conferred upon it by these Bylaws and the Articles of

Incorporation, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the shareholders.

4.2 Change of Number . The number of directors may at any time be increased or decreased by a vote of a majority of the Board of Directors, provided that no decrease shall have the effect of shortening the term of any incumbent director except as provided in Sections 4.3 and 4.4 hereunder. Notwithstanding anything to the contrary contained within these Bylaws, the number of directors may not be less than 5 nor more than 15.

4.3 Vacancies . All vacancies in the Board of Directors shall be filled in the manner provided in the Corporation’s Articles of Incorporation, which provisions are incorporated herein with the same effect as if they were set forth herein.

4.4 Removal of Directors . Directors may be removed in the manner provided in the Corporation’s Articles of Incorporation, which provisions are incorporated herein with the same effect as if they were set forth herein.

4.5 Regular Meeting . Regular meetings of the Board of Directors or any committee may be held without notice at the principal place of business of the Corporation or at such other place or places, either within or without the State of Louisiana, as the Board of Directors or such committee, as the case may be, may from time to time designate. The annual meeting of the Board of Directors shall be held without notice immediately after the adjournment of the annual meeting of shareholders.

4.6 Special Meetings .

(a) Special meetings of the Board of Directors may be called at any time by the President or by a majority of the authorized number of directors, to be held at the principal place of business of the Corporation or at such other place or places as the Board of Directors or the person or persons calling such meeting may from time to time designate. Notice of all special meetings of the Board of Directors shall be given to each director by five days’ service of the same by telegram, by letter, or personally. Such notice need not specify the business to be transacted at, nor the purpose of, the meeting.

(b) Special meetings of any committee may be called at any time by such person or persons and with such notice as shall be specified for such committee by the Board of Directors, or in the absence of such specification, in the manner and with the notice required for special meetings of the Board of Directors.

4.7 Quorum . A majority of the Board of Directors shall be necessary at all meetings to constitute a quorum for the transaction of business.

4.8 Waiver of Notice . Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. A waiver of notice signed by the director or directors, whether before or after the time stated for the meeting, shall be equivalent to the giving of notice.

4.9 Registering Dissent . A director who is present at a meeting of the Board of Directors at which action on a corporate matter is taken shall be presumed to have assented to such action unless his dissent is entered in the minutes of the meeting, or unless he files his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof, or unless he delivers his dissent in writing to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

4.10 Executive, Audit and Other Committees . Standing or special committees may be appointed from its own number by the Board of Directors from time to time, and the Board of Directors may from time to time invest such committees with such powers as it may see fit, subject to such conditions as may be prescribed by the Board. An Executive Committee may be appointed by resolution passed by a majority of the full Board of Directors. It shall have and exercise all of the authority of the Board of Directors, except in reference to amending the Articles of Incorporation, adopting a plan of merger or consolidation, recommending the sale, lease or exchange or other dispositions of all or substantially all the property and assets of the Corporation otherwise than in the usual and regular course of business, recommending a voluntary dissolution or a revocation thereof, or amending these Bylaws. An Audit Committee shall be appointed by resolution passed by a majority of the full Board of Directors. Members of the Audit Committee shall be directors who meet all applicable standards under the regulations of the Securities and Exchange Commission and the standards of the Nasdaq Stock Market. The Audit Committee shall appoint or recommend independent auditors to the Board of Directors annually and shall review the Corporation’s budget, the scope and results of the audit performed by the Corporation’s independent auditors and the Corporation’s system of internal control and audit with management and such independent auditors, and such other duties as may be assigned to it by the Board of Directors. All committees appointed by the Board of Directors shall keep regular minutes of the transactions of their meetings and shall cause them to be recorded in books kept for that purpose in the office of the Corporation. The designation of any such committee, and the delegation of authority thereto, shall not relieve the Board of Directors, or any member thereof, of any responsibility imposed by law.

4.11 Remuneration . No stated fee shall be paid to directors, as such, for their service, but by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of such Board; provided, that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of standing or special committees may be allowed like compensation for attending committee meetings.

4.12 Action by Directors Without a Meeting . Any action which may be taken at a meeting of the directors, or of a committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so taken or to be taken, shall be signed by all of the directors, or all of the members of the committee, as the case may be. Such consent shall have the same effect as a unanimous vote.

4.13 Action of Directors by Communications Equipment . Any action which may be taken at a meeting of directors, or of a committee thereof, may be taken by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time.

4.14 Chairman of the Board of Directors . The Board of Directors may elect from among its members a Chairman of the Board and a Vice Chairman of the Board of Directors. The Chairman of the Board of Directors (or, in his absence, the Vice Chairman of the Board, if one has been elected) shall preside at all meetings of the Board of Directors. The Chairman of the Board (and the Vice Chairman of the Board, if one has been elected) shall perform such other duties as may be assigned from time to time by the Board of Directors.

ARTICLE V. OFFICERS

5.1 Designations . The officers of the Corporation shall be the Chairman of the Board, a President, a Secretary and a Treasurer, as well as such Vice Presidents (including Executive and Senior Vice Presidents), Assistant Secretaries and Assistant Treasurers as the Board may designate, who shall be elected for one year by the directors at their first meeting after the annual meeting of shareholders, and who shall hold office until their successors are elected and qualify. Any two or more offices may be held by the same person, except that the offices of President and Secretary may not be held by the same person.

5.2 Powers and Duties . The officers of the Corporation shall have such authority and perform such duties as the Board of Directors may from time to time authorize or determine. In the absence of action by the Board of Directors, the officers shall have such powers and duties as generally pertain to their respective offices.

5.3 Delegation . In the case of absence or inability to act of any officer of the Corporation and of any person herein authorized to act in his place, the Board of Directors may from time to time delegate the powers or duties of such officer to any other officer or any director or other person whom it may select.

5.4 Vacancies . Vacancies in any office arising from any cause may be filled by the Board of Directors at any regular or special meeting of the Board.

5.5 Other Officers . Directors may appoint such other officers and agents as it shall deem necessary or expedient, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

5.6 Term - Removal . The officers of the Corporation shall hold office until their successors are chosen and qualify. Any officer or agent elected or appointed by the Board of Directors may be removed at any time, with or without cause, by the affirmative vote of a majority of the whole Board of Directors, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

5.7 Bonds . The Board of Directors may, by resolution, require any and all of the officers to give bonds to the Corporation, with sufficient surety or sureties, conditioned for the faithful performance of the duties of their respective offices, and to comply with such other conditions as may from time to time be required by the Board of Directors.

ARTICLE VI. FISCAL YEAR; ANNUAL AUDIT

The fiscal year of the Corporation shall end on the 31st day of December of each year. The Corporation shall be subject to an annual audit as of the end of its fiscal year by independent public accountants appointed by and responsible to the Board of Directors. The appointment of such accountants shall be subject to annual ratification by the shareholders.

ARTICLE VII. DIVIDENDS AND FINANCE

7.1 Dividends . Dividends may be declared by the Board of Directors and paid by the Corporation out of the unreserved and unrestricted earned surplus of the Corporation, or out of the unrestricted capital surplus of the Corporation, subject to the conditions and limitations imposed by the laws of the State of Louisiana. The Board of Directors may declare dividends payable to the holders of record at the close of business on any business day not more than 60 days prior to the date on which the dividend is paid.

7.2 Reserves . Before making any distribution of earned surplus, there may be set aside out of the earned surplus of the Corporation such sum or sums as the directors from time to time in their absolute discretion deem expedient as a reserve fund to meet contingencies, or for equalizing dividends, or for maintaining any property of the Corporation, or for any other purpose. Any earned surplus of any year not distributed as dividends shall be deemed to have thus been set apart until otherwise disposed of by the Board of Directors.

7.3 Depositories . The monies of the Corporation shall be deposited in the name of the Corporation in such bank or banks or trust company or trust companies as the Board of Directors shall designate, and shall be drawn out only by check or other order for payment of money signed by such persons and in such manner as may be determined by resolution of the Board of Directors.

ARTICLE VIII. PERSONAL LIABILITY OF DIRECTORS AND OFFICERS

Directors and officers of the Corporation shall not be personally liable for monetary damages for any action taken, or any failure to take any action, as a director or officer to the extent set forth in the Corporation’s Articles of Incorporation, which provisions are incorporated herein with the same effect as if they were set forth herein.

ARTICLE IX. NOTICES

Except as may otherwise be required by law, any notice to any shareholder or director may be delivered personally or by mail. If mailed, the notice shall be deemed to have been delivered when deposited in the United States mail, addressed to the addressee at his last known address in the records of the Corporation, with postage thereon prepaid.

ARTICLE X. SEAL

The corporate seal of the Corporation shall be in such form and bear such inscription as may be adopted by resolution of the Board of Directors, or by usage of the officers on behalf of the Corporation.

ARTICLE XI. BOOKS AND RECORDS

The Corporation shall keep correct and complete books and records of account and shall keep minutes and proceedings of meetings of its shareholders and Board of Directors; and it shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of the shares held by each. Any books, records and minutes may be in written form or any other form capable of being converted into written form within a reasonable time.

ARTICLE XII. AMENDMENTS

These Bylaws may be altered, amended or repealed only as set forth in the Corporation’s Articles of Incorporation, which provisions are incorporated herein with the same effect as if they were set forth herein.

EXHIBIT 4.0

(FORM OF STOCK CERTIFICATE - FRONT SIDE)


NUMBER		SHARES


COMMON STOCK		CUSIP _____________
(Par Value $.01 Per Share)		See reverse for
		certain definitions

HOME BANCORP, INC.

A Louisiana Corporation

This certifies that ____________________________________________________________________ is the registered holder of __________________ fully paid and non-assessable shares of the Common Stock, par value $.01 per share, of Home Bancorp, Inc., Lafayette, Louisiana (the “Corporation”).

The shares evidenced by this Certificate are transferable in person or by a duly authorized attorney or legal representative, upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are subject to all the provisions of the Articles of Incorporation and Bylaws of the Corporation and any and all amendments thereto. This Certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar. This security is not a deposit or savings account and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other Federal or state governmental agency.

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed by the facsimile signatures of its duly authorized officers and has caused its facsimile seal to be affixed hereto.

Dated:


_____________________ (SEAL)				__________________________________________
Henry W. Busch				John W. Bordelon
Corporate Secretary				President and Chief Executive Officer

(FORM OF STOCK CERTIFICATE - BACK SIDE)

The Corporation is authorized to issue more than one class of stock, including a class of preferred stock which may be issued in one or more series. The Corporation will furnish to any stockholder, upon written request and without charge, a full statement of the designations, preferences, limitations and relative rights of the shares of each class authorized to be issued and, with respect to the issuance of any preferred stock to be issued in series, the relative rights and preferences between the shares of each series so far as the rights and preferences have been fixed and determined and the authority of the Board of Directors to fix and determine the relative rights and preferences of subsequent series.

The Articles of Incorporation of the Corporation includes a provision which generally prohibits any person (including an individual, company or group acting in concert) from directly or indirectly offering to acquire or acquiring the beneficial ownership of more than 10% of any class of equity securities of the Corporation. In the event that stock is acquired in violation of this 10% limitation, the excess shares will no longer be counted in determining the total number of outstanding shares for purposes of any matter involving stockholder action and the Board of Directors of the Corporation may cause such excess shares to be transferred to an independent trustee for sale in the open market or otherwise, with the expenses of such sale to be paid out of the proceeds of the sale.

The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or regulations:


TEN COM	-	as tenants in common

TEN ENT	-	as tenants by the entireties

JT TEN	-	as joint tenants with right of survivorship and not as tenants in common

UNIF GIFT MIN ACT - __________________ Custodian _________________ under (Cust)

(Minor)

Uniform Gifts to Minors Act ________________________________

(State)

Additional abbreviations may also be used though not in the above list.

For value received, _________________________________________________________ hereby sell, assign and transfer

PLEASE INSERT SOCIAL SECURITY OR OTHER

TAXPAYER IDENTIFYING NUMBER OF ASSIGNEE

unto ________________________________________________________________________

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE

____________________________________________________________________________________________________________

_______________________________________ shares of Common Stock represented by this Certificate, and do hereby irrevocably constitute and appoint ______________________________ as Attorney, to transfer the said shares on the books of the within named Corporation, with full power of substitution.

Dated ____________________ _____, _____





		Signature





		Signature

Notice: The signature(s) to this assignment must correspond with the name(s) written upon the face of this Certificate in every particular, without alteration or any change whatsoever.

EXHIBIT 8.1

LAW OFFICES

Elias Matz Tiernan & Herrick L.L.P.

12TH FLOOR

734 15TH STREET, N.W.

WASHINGTON, D.C. 20005

TELEPHONE: (202) 347-0300

FACSIMILE: (202) 347-2172

WWW.EMTH.COM

June 5, 2008

Boards of Directors

Home Bancorp, Inc.

Home Bank

503 Kaliste Saloom

Lafayette, LA 70508

Gentlemen:

You have requested our opinion regarding certain federal income tax consequences of the proposed conversion (the “Conversion”) of Home Bank from a federally chartered mutual savings bank to a federally chartered stock savings bank (the “Bank,” in its mutual or stock form, as the sense of the context requires) pursuant to a Plan of Conversion of the Bank adopted as of April 3, 2008 (the “Plan of Conversion”). In the Conversion, all of the Bank’s to-be-issued capital stock will be acquired by Home Bancorp, Inc. (the “Company”), a newly-organized Louisiana corporation. For the reasons set forth below and based on your representations in a letter dated June 5, 2008 (the “Representation Letter”), it is our opinion that the proposed Conversion will qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended (the “Code”). Our opinion also addresses certain other federal income tax consequences which follow from this conclusion. Unless otherwise defined, all terms used in this letter have the meanings given to them in the Plan of Conversion.

In providing our opinions, we have reviewed the Company’s Registration Statement on Form S-1 relating to the proposed issuance of up to 9,918,750 shares of common stock, par value $.01 per share (“Common Stock”), the Prospectus contained therein, the Articles of Incorporation and Bylaws of the Company, the existing mutual and proposed federal stock charter of the Bank, the Plan of Conversion and such other corporate records and documents as we have deemed relevant for the purposes of this opinion. In our examination, we assumed that original documents were authentic, copies were accurate and signatures were genuine. We assumed that all parties will comply with the terms and conditions of the Plan of Conversion, and that the various representations and warranties which have been provided to us are accurate, complete, true and correct. Accordingly, we express no opinion concerning the effect, if any, of variations from the foregoing. We specifically express no

Elias, Matz, Tiernan & Herrick L.L.P.

June 5, 2008

Page 2

opinion concerning tax matters relating to the Plan of Conversion under state and local tax laws. In addition, we have assumed that the factual statements and representations made to us for purposes of this opinion in the Representation Letter are true, complete and correct and will remain true, complete and correct at all times up to and including the consummation of the Conversion and that the Conversion will be completed in accordance with applicable federal and state laws. If any of the above described assumptions are untrue for any reason or if the Conversion is consummated in a manner that is different from the manner described in the Plan of Conversion, our opinion as expressed below may be adversely affected.

Our opinion is based on current provisions of the Code, Treasury regulations promulgated thereunder, published pronouncements of the Internal Revenue Service (the “Service”) and case law, any of which may be changed at any time with retroactive effect. Any change in applicable laws or the facts and circumstances surrounding the Conversion, or any inaccuracy in the statements, facts, assumptions or representations upon which we have relied, may affect the continuing validity of our opinion as set forth herein.

We are furnishing this opinion in connection with the transactions contemplated by the Plan of Conversion. This opinion may be relied upon by you and by persons who purchase shares of the Company’s Common Stock pursuant to the Plan of Conversion. It is not to be relied upon for any other purpose or by any other person or entity without our consent.

FACTS

The Bank is a federally chartered mutual savings bank which conducts business from its main office located in Lafayette, Louisiana. As of March 31, 2008, the Bank had $430.1 million in assets, $352.1 million in deposits and $51.4 in equity capital. The Bank is subject to the jurisdiction of the Office of Thrift Supervision. Additionally, the Bank is subject to regulation by the Federal Deposit Insurance Corporation as the administrator of the Deposit Insurance Fund (“DIF”). The Bank is also subject to certain reserve requirements established by the Board of Governors of the Federal Reserve System and is a member of the Federal Home Loan Bank of Dallas (“FHLB”), which is one of the 12 regional banks comprising the FHLB System.

As a mutual savings bank, the Bank has no capital stock. Each depositor has both a deposit account in the institution and a pro rata ownership interest in the net worth of the institution based on the balance in his or her deposit account. This ownership interest is tied directly to the depositor’s deposit account, and the depositors ordinarily would be unable to realize the value of their ownership, except in the unlikely event that the Bank were to be liquidated. In such event, the depositors would share pro rata in any residual net worth after other claims, including those of depositors for the amount of their deposits, are paid.

The Company is a recently formed Louisiana corporation which will acquire all of the to-be-outstanding capital stock of the Bank upon consummation of the Conversion and, thereby, become a holding company. The Company shall purchase all of the capital stock of the Bank with a portion of the net proceeds from the Conversion.

Elias, Matz, Tiernan & Herrick L.L.P.

June 5, 2008

Page 3

The purpose of the Conversion is to enable the Bank to issue and sell shares of its capital stock to the Company and enhance both the equity capital base of the Bank and the Bank’s capability to meet the borrowing and other financial needs of the communities it serves. The use of the holding company format will provide greater organizational flexibility and the ability for possible diversification. Pursuant to the Plan of Conversion, nontransferable rights to subscribe for shares of Common Stock have been granted, in order of priority, to (i) depositors of the Bank with account balances of $50.00 or more as of the close of business on March 31, 2007 (“Eligible Account Holders”), (ii) the Company’s employee stock ownership plan (“ESOP”), (iii) depositors of the Bank with account balances of $50.00 or more as of the close of business on June 30, 2008 (“Supplemental Eligible Account Holders”), and (iv) depositors of the Bank as of the close of business on a to be established voting record date and borrowers with a loan from the Bank at January 1, 2001 that continued to be outstanding at a to be established date (“Other Members”) subject to the limitations described therein (the “Subscription Offering”). In the event that there are any shares which are not sold in the Subscription Offering, the Company anticipates that it will offer any such shares for sale in a community offering (the “Community Offering”). If necessary, any Common Stock not subscribed for in the Subscription Offering or purchased in the Community Offering will be offered to members of the general public, giving preference to natural persons residing in parishes in Louisiana in which the Bank has a branch office, on a best efforts basis by a selling group of broker-dealers managed in a syndicated community offering (the “Syndicated Community Offering”).

We note that the subscription rights will be granted at no cost to the recipients, will be legally non-transferable and of short duration, and will provide the recipients with the right only to purchase shares of Common Stock at the same price to be paid by members of the general public in any Community Offering, with the price to be paid for the Common Stock being equal to the value determined by an independent appraiser. We also note that RP Financial, LC has issued a letter dated June 2, 2008 stating that the subscription rights will have no ascertainable market value. In addition, no cash or property will be given to eligible subscribers in lieu of non-transferable subscription rights or to eligible subscribers who fail to exercise such rights. As a result, at the time the subscription rights are granted, we believe that it is more likely than not that the nontransferable subscription rights to purchase Common Stock will have no ascertainable value.

The Company is filing the Registration Statement on Form S-1 to register its Common Stock under the Securities Act of 1933 pursuant to which it will offer for sale shares of its Common Stock. The Common Stock will be offered for sale in a Subscription Offering pursuant to subscription rights which will be nontransferable and will be issued without payment therefor. The recipients will not be entitled to receive cash or other property in lieu of such rights. It is anticipated that any shares of Common Stock remaining unsold after the Subscription Offering will be sold through a Community Offering, and, if necessary, a Syndicated Community Offering. All shares of Common Stock will be sold at a uniform price based upon an independent valuation. The Registration Statement registers the shares of Common Stock to be sold for cash pursuant to the Plan of Conversion to Eligible Account Holders, the Employee Stock Ownership Plan, Supplemental Eligible Account Holders, Other Members and others in the Subscription Offering and the Community Offering and Syndicated Community Offering, if necessary (collectively, the “Conversion Shares”).

Elias, Matz, Tiernan & Herrick L.L.P.

June 5, 2008

Page 4

The Conversion will be effected only upon completion of the sale of all shares of Common Stock of the Company to be issued pursuant to the Plan of Conversion. The Company has no plan or intention to dispose of any shares of the capital stock of the Bank, to cause the Bank to be merged with any other corporation, or to liquidate the Bank.

The Conversion will not affect the business of the Bank. Loans from the Bank will remain unchanged and retain their same characteristics after the Conversion. There is no plan or intention for the Bank to sell or otherwise dispose of any of its assets following the Conversion, except for dispositions in the ordinary course of business.

Each deposit account in the Bank at the time of the consummation of the Conversion shall become, as a result of the Conversion and without any action by the account holder, a deposit account in the converted Bank equivalent in withdrawable amount, and subject to the same terms and conditions (except as to voting and liquidation rights), as the deposit account in the Bank immediately prior to the Conversion. In addition, at the time of the Conversion, the Bank shall establish a liquidation account in an amount equal to the Bank’s net worth as reflected in the final prospectus utilized in the Conversion. The liquidation account will be maintained for the benefit of all Eligible Account Holders and Supplemental Eligible Account Holders who maintain their deposit accounts in the Bank after the Conversion. Each such account holder will, with respect to each deposit account, have an inchoate interest in a portion of the liquidation account which is the account holder’s subaccount balance. An account holder’s subaccount balance in the liquidation account will be determined at the time of the Conversion and can never increase thereafter. It will, however, be decreased to reflect subsequent withdrawals that reduce, as of annual closing dates, the amount in each depositor’s account below the amount in the account as of the specified record date. In the event of a complete liquidation of the Bank, each Eligible Account Holder and Supplemental Eligible Account Holder will be entitled to receive a liquidation distribution in the amount of the balance of his or her subaccount in the liquidation account before any distribution may be made with respect to the capital stock of the Bank.

LAW AND ANALYSIS

Section 368(a)(1)(F) of the Code provides that a mere change in the identity, form or place of organization of one corporation, however effected, is a reorganization (“Type F” reorganization). If a transaction qualifies as a Type F reorganization, it will generally be nontaxable to the corporation and its stockholders under related provisions of the Code.

In Rev. Rul. 80-105, 1980-1 C.B. 78, the Service considered the federal income tax consequences of the conversion of a federal mutual savings and loan association into a state stock savings and loan association. The ruling concluded that the conversion qualified as a mere change in identity, form or place of organization within the meaning of Section 368(a)(1)(F). The rationale for this conclusion is not clearly expressed in the ruling, but two factors are stressed. First, the changes at the corporate level other than the place of organization and form of organization were regarded as insubstantial. The converted association continued its business in the same manner and it had the

Elias, Matz, Tiernan & Herrick L.L.P.

June 5, 2008

Page 5

same savings accounts and loans. The converted association continued its membership in the Federal Savings and Loan Insurance Corporation (replaced subsequently by the DIF) and remained subject to the regulations of the Federal Home Loan Bank Board (which was replaced subsequently by the Office of Thrift Supervision). Second, the ruling states that the ownership rights of the depositors in the mutual company are “more nominal than real.” Although the ruling does not explain the significance of this statement, subsequent administrative interpretations have indicated that the Service believes these nominal rights are preserved in the liquidation account that is typically established for the depositors’ benefit. This approach enables the Service to distinguish the tax treatment of conversion transactions from the tax treatment of acquisitive transactions in which mutual companies acquire stock companies. See Paulsen v. Com’r , 469 U.S. 131 (1985); Rev. Rul. 69-6, 1969-1 C.B. 104.

The Service has extended the holding of Rev. Rul. 80-105 to transactions similar to the one contemplated by the Bank and the Company, in which a conversion from mutual to stock form occurs simultaneously with the creation of a holding company. See e.g. private letter rulings numbered 9140014 and 9144031. While these rulings have no precedential value, they do indicate the current views of the Service on the issues presented. Hanover Bank v. U.S. , 369 U.S. 672, 686 (1962).

In our opinion and based on your Representation Letter, the conversion of the Bank from a federally chartered mutual savings bank to a federally chartered stock savings bank, and the sale of its capital stock to the Company, will constitute a reorganization within the meaning of Section 368(a)(1)(F) of the Code because the transaction represents a mere change in the form of organization of a single corporation. There will be no change in the Bank’s business or operations, nor in its loans and deposits, all of which will become loans and deposits of the converted Bank. The only significant difference between the assets of the Bank before and after the Conversion will be the infusion of new capital. An infusion of capital occurs in all conversion transactions, however, and had no effect upon the Service’s analysis in Rev. Rul. 80-105. The ownership rights of the depositors of the mutual Bank, which have nominal value, will be preserved through their interests in the liquidation account in the converted Bank. This account will be substantially the same as the liquidation account described in Rev. Rul. 80-105.

Because the Bank’s change in form from mutual to stock ownership will constitute a reorganization under Section 368(a)(1)(F) of the Code and neither the Bank nor the Company will recognize any gain or loss as a result of the conversion pursuant to Section 361 of the Code and Rev. Rul. 80-105, it is also our opinion that (i) no gain or loss will be recognized by the Company upon its receipt of money in exchange for shares of Common Stock issued pursuant to the Plan of Conversion; (ii) no gain or loss will be recognized by the Bank or the Company upon the purchase of the Bank’s capital stock by the Company; (iii) no gain or loss will be recognized by Eligible Account Holders and Supplemental Eligible Account Holders upon the issuance to them of deposit accounts in the Bank in its stock form plus their interests in the liquidation account in exchange for their deposit accounts in the Bank in its mutual form; (iv) the tax basis of the depositors’ deposit accounts in the Bank immediately after the Conversion will be the same as the basis of their deposit accounts immediately prior to the Conversion; (v) the tax basis of each Eligible Account Holder’s and Supplemental Eligible Account Holder’s interest in the liquidation account will be zero; (vi) the tax basis to the stockholders

Elias, Matz, Tiernan & Herrick L.L.P.

June 5, 2008

Page 6

of the Common Stock of the Company purchased in the Conversion will be the amount paid therefor; and (vii) the holding period for shares of Common Stock will begin on the date of the exercise of the subscription right and on the day after the date of purchase if purchased in the Community Offering or Syndicated Community Offering.

It is further our opinion that it is more likely than not that the Eligible Account Holders and Supplemental Eligible Account Holders will not recognize gain upon the issuance to them of withdrawable savings accounts in the Bank following the Conversion, interests in the liquidation account and nontransferable subscription rights to purchase Common Stock in exchange for their savings accounts and proprietary interests in the Bank.

We note, however, that the issue of whether or not the subscription rights have value is dependent upon all of the facts and circumstances that occur. We further note that in PLR 9332029, the IRS was requested to address the federal tax treatment of the receipt and exercise of nontransferable subscription rights in another conversion, and the IRS declined to express any opinion. If the nontransferable subscription rights to purchase Common Stock are subsequently found to have an ascertainable market value greater than zero, income may be recognized by various recipients of the nontransferable subscription rights (in certain cases, whether or not the rights are exercised) and the Company and/or the Bank may be taxed on the distribution of the nontransferable subscription rights under Section 311 of the Code. In this event, the nontransferable subscription rights may be taxed partially or entirely at ordinary income tax rates.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and the Application for Conversion.


ELIAS, MATZ, TIERNAN & HERRICK L.L.P.

By:		/s/ D. Max Seltzer
		D. Max Seltzer, a Partner

EXHIBIT 8.3

RP ^® FINANCIAL, LC.

Financial Services Industry Consultants

June 2, 2008

Board of Directors

Home Bancorp, Inc.

Home Bank

503 Kaliste Saloom Road

Lafayette, Louisiana 70508


Re:		Plan of Conversion
		Home Bancorp, Inc.
		Home Bank

Members of the Board of Directors:

All capitalized terms not otherwise defined in this letter have the meanings given such terms in the plan of conversion adopted by the Board of Directors of Home Bank (the “Bank”). Pursuant to the plan of conversion, the Bank will convert from mutual to stock form and issue all of the Bank’s outstanding capital stock to Home Bancorp, Inc. (the “Company”). Simultaneously, the Company will offer shares of its common stock for sale in a public offering.

We understand that in accordance with the plan of conversion, subscription rights to purchase shares of common stock in the Company are to be issued to: (1) Eligible Account Holders; (2) the Bank’s employee stock ownership plan (the “ESOP”); (3) Supplemental Eligible Account Holders; and (4) Other Members. Based solely upon our observation that the subscription rights will be available to such parties without cost, will be legally non-transferable and of short duration, and will afford such parties the right only to purchase shares of common stock at the same price as will be paid by members of the general public in the community offering, but without undertaking any independent investigation of state or federal law or the position of the Internal Revenue Service with respect to this issue, we are of the belief that, as a factual matter:

(1)

the subscription rights will have no ascertainable market value; and

(2)

the price at which the subscription rights are exercisable will not be more or less than the pro forma market value of the shares upon issuance.

Changes in the local and national economy, the legislative and regulatory environment, the stock market, interest rates, and other external forces (such as natural disasters or significant world events) may occur from time to time, often with great unpredictability and may materially impact the value of thrift stocks as a whole or the Company’s value alone. Accordingly, no assurance can be given that persons who subscribe to shares of common stock in the subscription offering will thereafter be able to buy or sell such shares at the same price paid in the subscription offering.

Sincerely,

RP ^® FINANCIAL, LC.


Washington Headquarters
Rosslyn Center		Telephone: (703) 528-1700
1700 North Moore Street, Suite 2210		Fax No.: (703) 528-1788
Arlington, VA 22209		Toll-Free No.: (866) 723-0594
www.rpfinancial.com		E-Mail: mail@rpfinancial.com

Exhibit 10.1

HOME BANK

SALARY CONTINUATION AGREEMENT

THIS SALARY CONTINUATION AGREEMENT (this “Agreement”) is adopted effective as of the 1st day of August, 2007, by and between HOME BANK, a federally chartered savings association located in Lafayette, Louisiana (the “Bank”), and JOHN W. BORDELON (the “Executive”).

The purpose of this Agreement is to provide specified benefits to the Executive, a member of a select group of management or highly compensated employees who contribute materially to the continued growth, development and future business success of the Bank. This Agreement shall be unfunded for tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended from time to time.

Article 1

Definitions

Whenever used in this Agreement, the following words and phrases shall have the meanings specified:

1.1

“ Accrual Balance ” means the liability that should be accrued by the Bank, under accounting principles generally accepted in the United States (“GAAP”), for the Bank’s obligation to the Executive under this Agreement, by applying Accounting Principles Board Opinion Number 12 (“APB 12”) as amended by Statement of Financial Accounting Standards Number 106 (“FAS 106”) and the Discount Rate. Any one of a variety of amortization methods may be used to determine the Accrual Balance. However, once chosen, the method must be consistently applied.

1.2	“ Beneficiary ” means each designated person or entity, or the estate of the deceased Executive, entitled to any benefits upon the death of the Executive pursuant to Article 4.

1.3	“ Beneficiary Designation Form ” means the form established from time to time by the Plan Administrator that the Executive completes, signs and returns to the Plan Administrator to designate one or more Beneficiaries.

1.4	“ Board ” means the Board of Directors of the Bank as from time to time constituted.

1.5

“ Change in Control ” means a change in the ownership of the Bank, a change in the effective control of the Bank or a change in the ownership of a substantial portion of the assets of the Bank, in each case as provided under Section 409A of the Code and the regulations thereunder, provided that any mutual to stock conversion of the Bank shall not be deemed to be a Change in Control, and provided further that following any mutual to stock conversion of the Bank, all references to the Bank in this Section 1.5 shall also include any holding company for the Bank formed in connection with such conversion.

1.6	“ Code ” means the Internal Revenue Code of 1986, as amended, and all regulations and guidance thereunder, including such regulations and guidance as may be promulgated after the Effective Date.

1.7

“ Disability ” means 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 twelve (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 twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees or directors of the Bank. Medical determination of Disability may be made by either the Social Security Administration or by the provider of disability insurance covering employees or directors of the Bank, provided that the definition of “disability” applied under such insurance program complies with the requirements of the preceding sentence. Upon the request of the Plan Administrator, the Executive must submit proof to the Plan Administrator of the Social Security Administration’s or the provider’s determination.

1.8

“ Discount Rate ” means the rate used by the Plan Administrator for determining the Accrual Balance. The initial Discount Rate is six percent (6%). However, the Plan Administrator, in its discretion, may adjust the Discount Rate to maintain the rate within reasonable standards according to GAAP and/or applicable bank regulatory guidance.

1.9	“ Early Termination ” means the Executive’s Separation from Service before attainment of Normal Retirement Age except when such Separation from Service occurs following a Change in Control or due to Termination for Cause.

1.10	“ Effective Date ” means August 1, 2007.

1.11	“ ERISA ” means the Employee Income Security Act of 1974, as amended, and all regulations and guidance thereunder, including such regulations and guidance as may be promulgated after the Effective Date.

1.12	“ Normal Retirement Age ” means the date the Executive reaches age sixty-two (62).

1.13	“ Plan Administrator ” means the Board or such committee or person as the Board shall appoint.

1.14	“ Plan Year ” means each twelve (12) month period commencing on August 1 and ending on July 31 of each year.

1.15	“ Separation from Service ” means termination of the Executive’s employment with the Bank for reasons other than death or Disability. Whether a Separation from Service has occurred shall be determined in accordance with the requirements of Code Section 409A

based on whether the facts and circumstances indicate that the Bank and the Executive reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Executive 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 (or the full period of services to the Bank if the Executive has been providing services to the Bank less than thirty-six (36) months). In the event the Bank converts from mutual to stock form and forms a holding company in connection with such conversion, then all references to the Bank in this Section 1.15 shall also include such holding company, so that any services which the Executive provides to such holding company shall be taken into account for purposes of determining whether or not a Separation from Service has occurred.

1.16

“ Specified Employee ” means an employee who at the time of Separation from Service is a key employee of the Bank or of any holding company for the Bank, if any stock of the Bank or any such holding company is publicly traded on an established securities market or otherwise. For purposes of this Agreement, an employee is a key employee if the employee meets the requirements of Code Section 416(i)(1)(A)(i), (ii) or (iii) (applied in accordance with the regulations thereunder and disregarding Section 416(i)(5)) at any time during the twelve (12) month period ending on December 31 of any year (the “identification period”). If the employee is a key employee during an identification period, the employee is treated as a key employee for purposes of this Agreement during the twelve (12) month period that begins on the first day of April following the close of the identification period.

1.17	“ Termination for Cause ” means Separation from Service due to the Executive’s:

(a)

Gross negligence or gross neglect of duties to the Bank;

(b)

Conviction of a felony or of a gross misdemeanor involving moral turpitude in connection with the Executive’s employment with the Bank; or

(c)

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.

Article 2

Distributions During Lifetime

2.1	Normal Retirement Benefit . Following a Separation from Service on or after the Executive’s Normal Retirement Age, the Bank shall distribute to the Executive the benefit described in this Section 2.1 in lieu of any other benefit under this Article.

2.1.1

Amount of Benefit at Normal Retirement Age . The annual benefit under this Section 2.1 is One Hundred Eighty Thousand Dollars ($180,000).

Amount of Benefit after Normal Retirement Age:

After Age 63 and before age 64 is $191,000

After Age 64 and before age 65 is $202,000

After Age 65 is $214,000.

2.1.2

Distribution of Benefit . The Bank shall distribute the annual benefit to the Executive in twelve (12) equal monthly installments commencing on the first day of the month following a Separation from Service on or after Normal Retirement Age, subject to Section 2.5 hereof. The annual benefit shall be distributed to the Executive for ten (10) years.

2.2	Early Termination Benefit . If Early Termination occurs, the Bank shall distribute to the Executive the benefit described in this Section 2.2 in lieu of any other benefit under this Article.

2.2.1

Amount of Benefit . The benefit under this Section 2.2 is a percentage of the amount described in the first sentence of Section 2.1.1, calculated according to the following table:


Date of Separation from Service	Percent of Normal Retirement Benefit
Before August 1, 2008	50	%
After July 31, 2008 and before August 1, 2009	55	%
After July 31, 2009 and before August 1, 2010	60	%
After July 31, 2010 and before August 1, 2011	65	%
After July 31, 2011 and before August 1, 2012	70	%
After July 31, 2012 and before August 1, 2013	75	%
After July 31, 2013 and before August 1, 2014	80	%
After July 31, 2014 and before August 1, 2015	85	%
After July 31, 2015 and before August 1, 2016	90	%
After July 31, 2016 and before August 1, 2017	95	%
After July 31, 2017	100	%

2.2.2

Distribution of Benefit . The Bank shall distribute the annual benefit to the Executive in twelve (12) equal monthly installments commencing on the first day of the month following Normal Retirement Age, subject to Section 2.5 hereof. The annual benefit shall be distributed to the Executive for ten (10) years.

2.3	Disability Benefit . If the Executive experiences a Disability prior to (a) a Separation from Service on or after Normal Retirement Age, or (b) Early Termination, the Bank shall distribute to the Executive the benefit described in this Section 2.3 in lieu of any other benefit under this Article.

2.3.1

Amount of Benefit . The benefit under this Section 2.3 is a percentage of the amount described in the first sentence of Section 2.1.1, determined according to the following table:


Date of Disability	Percent of Normal Retirement Benefit
Before August 1, 2008	50	%
After July 31, 2008 and before August 1, 2009	56.25	%
After July 31, 2009 and before August 1, 2010	62.5	%
After July 31, 2010 and before August 1, 2011	68.75	%
After July 31, 2011 and before August 1, 2012	75	%
After July 31, 2012 and before August 1, 2013	81.25	%
After July 31, 2013 and before August 1, 2014	87.5	%
After July 31, 2014 and before August 1, 2015	93.75	%
After July 31, 2015	100	%

2.3.2

Distribution of Benefit . The Bank shall distribute the annual benefit to the Executive in twelve (12) equal monthly installments commencing on the first day of the month following Normal Retirement Age. The annual benefit shall be distributed to the Executive for ten (10) years.

2.4	Change in Control Benefit . If a Change in Control occurs, followed by a Separation from Service prior to Normal Retirement Age, the Bank shall distribute to the Executive the benefit described in this Section 2.4 in lieu of any other benefit under this Article.

2.4.1

Amount of Benefit . The benefit under this Section 2.4 is one hundred percent (100%) of the Normal Retirement Benefit amount described in Section 2.1.1.

2.4.2

Distribution of Benefit .

2.4.2.1

Separation Occurs within 2 Years after a Change in Control . If a Separation from Service occurs within twenty-four (24) months following a Change in Control, the Bank shall distribute the annual benefit to the Executive in twelve (12) equal monthly installments commencing on the first day of the month following the earlier of (i) the date twenty-four (24) months following the Separation from Service and (ii) Normal Retirement Age, subject to Section 2.5 hereof. The annual benefit shall be distributed to the Executive for ten (10) years.

2.4.2.2

Separation Occurs after 2 Years after a Change in Control . If a Separation from Service occurs more than twenty-four (24) months after a Change in Control, the Bank shall distribute the annual benefit to the Executive in twelve (12) equal monthly installments commencing on the first day of the month following Normal Retirement Age, subject to Section 2.5 hereof. The annual benefit shall be distributed to the Executive for ten (10) years.

2.4.3

Parachute Payments . Notwithstanding any provision of this Agreement to the contrary, and to the extent allowed by Code Section 409A, if any benefit payment under this Section 2.4 would be treated as an “excess parachute payment” under Code Section 280G, the Bank shall reduce such benefit payment to the extent necessary to avoid treating such benefit payment as an excess parachute payment.

2.5

Restriction on Commencement of Distributions . Notwithstanding any provision of this Agreement to the contrary, if the Executive is considered a Specified Employee, the provisions of this Section 2.5 shall govern all distributions hereunder. If benefit distributions which would otherwise be made to the Executive due to a Separation from Service are limited because the Executive is a Specified Employee, then such distributions shall not be made during the first six (6) months following the Separation from Service. Rather, any distribution which would otherwise be paid to the Executive during such period shall be accumulated and paid to the Executive in a lump sum on the first day of the month following the lapse of six months after the Separation from Service. All subsequent distributions shall be paid in the manner specified.

2.6

Distributions Upon Taxation of Amounts Deferred . If, pursuant to Code Section 409A or other state, local or foreign tax, the Executive becomes subject to tax on the amounts deferred hereunder, then the Bank shall make a limited distribution to the Executive in a manner that conforms to the requirements of Code Section 409A. Any such distribution will decrease the Executive’s benefits distributable under this Agreement.

2.7	Change in Form or Timing of Distributions . For distribution of benefits under this Article 2, the Executive and the Bank may, subject to the terms of Section 8.1, amend this Agreement to delay the timing or change the form of distributions. Any such amendment:

(a)

may not accelerate the time or schedule of any distribution, except as provided in Code Section 409A;

(b)

must, for benefits distributable under Sections 2.1 and 2.2, be made at least twelve (12) months prior to the first scheduled distribution;

(c)

must, for benefits distributable under Sections 2.1, 2.2 and 2.4, delay the commencement of distributions for a minimum of five (5) years from the date the first distribution was originally scheduled to be made; and

(d)

must take effect not less than twelve (12) months after the amendment is made.

Article 3

Distribution at Death

3.1	Death During Active Service . If the Executive dies prior to a Separation from Service, the Bank shall distribute to the Beneficiary the benefit described in this Section 3.1. This benefit shall be distributed in lieu of any benefit under Article 2.

3.1.1

Amount of Benefit . The annual benefit under this Section 3.1 is Three Hundred Sixty Thousand Dollars ($360,000).

3.1.2

Distribution of Benefit . The Bank shall distribute the annual benefit to the Beneficiary in twelve (12) equal monthly installments for five (5) years commencing on the first day of the fourth month following the Executive’s death. The Beneficiary shall be required to provide to the Bank the Executive’s death certificate.

3.2

Death During Distribution of a Benefit . If the Executive dies after any benefit distributions have commenced under this Agreement but before receiving all such distributions, the Bank shall distribute to the Beneficiary the remaining benefits at the same time and in the same amounts they would have been distributed to the Executive had the Executive survived.

3.3

Death Before Benefit Distributions Commence . If the Executive is entitled to benefit distributions under this Agreement but dies prior to the date that commencement of said benefit distributions are scheduled to be made under this Agreement, the Bank shall distribute to the Beneficiary the same benefits to which the Executive was entitled prior to death, except that the benefit distributions shall commence on the earlier of (a) the first day of the fourth month following the Executive’s death, or (b) the date the benefits would have commenced if the Executive had not died.

Article 4

Beneficiaries

4.1

In General . The Executive shall have the right, at any time, to designate a Beneficiary to receive any benefit distributions under this Agreement upon the death of the Executive. The Beneficiary designated under this Agreement may be the same as or different from the beneficiary designated under any other plan of the Bank in which the Executive participates.

4.2

Designation . The Executive shall designate a Beneficiary by completing and signing the Beneficiary Designation Form and delivering it to the Plan Administrator or its designated agent. If the Executive names someone other than the Executive’s spouse as a Beneficiary, the Plan Administrator may, in its sole discretion, determine that spousal consent is required to be provided in a form designated by the Plan Administrator, executed by the Executive’s spouse and returned to the Plan Administrator. The Executive’s beneficiary designation shall be deemed automatically revoked if the Beneficiary predeceases the Executive or if the Executive names a spouse as Beneficiary and the marriage is subsequently dissolved. The Executive shall have the right to change a Beneficiary by completing, signing and otherwise complying with the terms of the Beneficiary Designation Form and the Plan Administrator’s rules and procedures. Upon the acceptance by the Plan Administrator of a new Beneficiary Designation Form, all Beneficiary designations previously filed shall be cancelled. The Plan Administrator shall be entitled to rely on the last Beneficiary Designation Form filed by the Executive and accepted by the Plan Administrator prior to the Executive’s death.

4.3	Acknowledgment . No designation or change in designation of a Beneficiary shall be effective until received, accepted and acknowledged in writing by the Plan Administrator or its designated agent.

4.4

No Beneficiary Designation . If the Executive dies without a valid beneficiary designation, or if all designated Beneficiaries predecease the Executive, then the Executive’s spouse shall be the designated Beneficiary. If the Executive has no surviving spouse, any benefit shall be paid to the Executive’s estate.

4.5

Facility of Distribution . If the Plan Administrator determines in its discretion that a benefit is to be distributed 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 Executive and the Beneficiary, as the case may be, and shall completely discharge any liability under this Agreement for such distribution amount.

Article 5

General Limitations

5.1	Termination for Cause . Notwithstanding any provision of this Agreement to the contrary, the Bank shall not distribute any benefit under this Agreement if the Executive’s employment with the Bank is terminated by the Bank or an applicable regulator due to a Termination for Cause.

5.2

Suicide or Misstatement . No benefit shall be distributed if the Executive commits suicide within two (2) years after the Effective Date, or if an insurance company which issued a life insurance policy covering the Executive and owned by the Bank denies coverage (i) for material misstatements of fact made by the Executive on an application for such life insurance, or (ii) for any other reason.

5.3

Removal . Notwithstanding any provision of this Agreement to the contrary, the Bank shall not distribute any benefit under this Agreement if the Executive is subject to a final removal or prohibition order issued by an appropriate federal banking agency pursuant to Section 8(e) of the Federal Deposit Insurance Act. Notwithstanding anything herein to the contrary, any payments made to the Executive pursuant to this Agreement, or otherwise, shall be subject to and conditioned upon compliance with 12 U.S.C. §1828 and FDIC Regulation 12 C.F.R. Part 359, Golden Parachute Indemnification Payments and any other regulations or guidance promulgated thereunder.

Article 6

Administration of Agreement

6.1

Plan Administrator Duties . The Plan Administrator shall administer this Agreement according to its express terms and shall also have the discretion and authority to (i) make, amend, interpret and enforce all appropriate rules and regulations for the administration of this Agreement and (ii) decide or resolve any and all questions, including interpretations of this Agreement, as may arise in connection with this Agreement to the extent the exercise of such discretion and authority does not conflict with Code Section 409A.

6.2

Agents . In the administration of this Agreement, the Plan Administrator may employ agents and delegate to them such administrative duties as the Plan Administrator sees fit, including acting through a duly appointed representative, and may from time to time consult with counsel who may be counsel to the Bank.

6.3

Binding Effect of Decisions . Any decision or action of the Plan Administrator with respect to any question arising out of or in connection with the administration, interpretation or application of this Agreement and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in this Agreement.

6.4

Indemnity of Plan Administrator . The Bank shall indemnify and hold harmless the Plan Administrator against any and all claims, losses, damages, expenses or liabilities arising from any action or failure to act with respect to this Agreement, except in the case of willful misconduct by the Plan Administrator.

6.5

Bank Information . To enable the Plan Administrator to perform its functions, the Bank shall supply full and timely information to the Plan Administrator on all matters relating to the date and circumstances of the Executive’s death, Disability or Separation from Service, and such other pertinent information as the Plan Administrator may reasonably require.

6.6	Annual Statement . The Plan Administrator shall provide to the Executive, within one hundred twenty (120) days after the end of each Plan Year, a statement setting forth the benefits to be distributed under this Agreement.

Article 7

Claims And Review Procedures

7.1	Claims Procedure . An Executive or Beneficiary (“claimant”) who has not received benefits under this Agreement that he or she believes should be distributed shall make a claim for such benefits as follows:

7.1.1

Initiation – Written Claim . The claimant initiates a claim by submitting to the Plan Administrator a written claim for the benefits. If such a claim relates to the contents of a notice received by the claimant, the claim must be made within sixty (60) days after such notice was received by the claimant. All other claims must be made within one hundred eighty (180) days of the date on which the event that caused the claim to arise occurred. The claim must state with particularity the determination desired by the claimant.

7.1.2

Timing of Plan Administrator Response . The Plan Administrator shall respond to such claimant within ninety (90) days after receiving the claim. If the Plan Administrator determines that special circumstances require additional time for processing the claim, the Plan Administrator can extend the response period by an additional ninety (90) days by notifying the claimant in writing, prior to the end of the initial ninety (90) day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Plan Administrator expects to render its decision.

7.1.3

Notice of Decision . If the Plan Administrator denies part or all of the claim, the Plan Administrator shall notify the claimant in writing of such denial. The Plan Administrator shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:

(a)

The specific reasons for the denial;

(b)

A reference to the specific provisions of this Agreement upon which the denial is based;

(c)

A description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why it is needed;

(d)

An explanation of this Agreement’s review procedures and the time limits applicable to such procedures; and

(e)

A statement of the claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.

7.2	Review Procedure . If the Plan Administrator denies part or all of the claim, the claimant shall have the opportunity for a full and fair review by the Plan Administrator of the denial as follows:

7.2.1

Initiation – Written Request . To initiate the review, the claimant, within sixty (60) days after receiving the Plan Administrator’s notice of denial, must file with the Plan Administrator a written request for review.

7.2.2

Additional Submissions – Information Access . The claimant shall have the opportunity to submit written comments, documents, records and other information relating to the claim. The Plan Administrator shall also provide the claimant, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant’s claim for benefits.

7.2.3

Considerations on Review . In considering the review, the Plan Administrator shall take into account all materials and information the claimant submits relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

7.2.4

Timing of Plan Administrator Response . The Plan Administrator shall respond in writing to such claimant within sixty (60) days after receiving the request for review. If the Plan Administrator determines that special circumstances require additional time for processing the claim, the Plan Administrator can extend the response period by an additional sixty (60) days by notifying the claimant in writing, prior to the end of the initial sixty (60) day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Plan Administrator expects to render its decision.

7.2.5

Notice of Decision . The Plan Administrator shall notify the claimant in writing of its decision on review. The Plan Administrator shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:

(a)

The specific reasons for the decision;

(b)

A reference to the specific provisions of this Agreement upon which the decision is based;

(c)

A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant’s claim for benefits; and

(d)

A statement of the claimant’s right to bring a civil action under ERISA Section 502(a).

Article 8

Amendments and Termination

8.1

Amendments . This Agreement may be amended only by a written agreement signed by the Bank and the Executive. However, the Bank may unilaterally amend this Agreement to conform with written directives to the Bank from banking regulators or to comply with legislative changes or tax law, including without limitation Code Section 409A.

8.2

Plan Termination Generally . This Agreement may be terminated only by a written agreement signed by the Bank and the Executive. The benefit shall be the Accrual Balance as of the date this Agreement is terminated. Except as provided in Section 8.3, the termination of this Agreement shall not cause a distribution of benefits under this Agreement. Rather, upon such termination benefit distributions will be made at the earliest distribution event permitted under Article 2 or Article 3.

8.3	Plan Terminations Under Code Section 409A . Notwithstanding anything to the contrary in Section 8.2, if the Bank irrevocably terminates this Agreement in the following circumstances:

(a)

Within thirty (30) days before a Change in Control, provided that all distributions are made no later than twelve (12) months following such irrevocable termination of this Agreement and further provided that all of the arrangements sponsored by the Bank that would be aggregated with this Agreement under Treasury Regulation §1.409A-1(c)(2) are terminated so the Executive and all participants under the other aggregated arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the date the Bank irrevocably takes all necessary action to terminate such arrangements;

(b)

With twelve (12) months of a dissolution of the Bank 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 under this Agreement are included in the Executive’s gross income in the latest of (i) the calendar year in which this Agreement terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practicable; or

(c)

Upon the Bank’s termination of this and all other arrangements that would be aggregated with this Agreement pursuant to Treasury Regulation §1.409A-1(c) if the Executive participated in such arrangements (“Similar Arrangements”), provided that (i) the termination and liquidation does not occur proximate to a downturn in the financial health of the Bank, (ii) no payments are made within twelve (12) months of the termination of the arrangements other than payments that would be payable under the terms of the arrangements if the termination had not occurred, (iii) all termination distributions are made no later than twenty-four (24) months following such termination, and (iv) the Bank does not adopt any new arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date the Bank takes all necessary action to irrevocably terminate and liquidate the Agreement;

the Bank may distribute the Accrual Balance, determined as of the date of the termination of this Agreement, to the Executive in a lump sum subject to the above terms.

Article 9

Miscellaneous

9.1	Binding Effect . This Agreement shall bind the Executive and the Bank and their beneficiaries, survivors, executors, administrators and transferees.

9.2

No Guarantee of Employment . This Agreement is not a contract for employment. It does not give the Executive the right to remain as an employee of the Bank nor interfere with the Bank’s right to discharge the Executive. It does not require the Executive to remain an employee nor interfere with the Executive’s right to terminate employment at any time.

9.3	Non-Transferability . Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.

9.4

Tax Withholding and Reporting . The Bank shall withhold any taxes that are required to be withheld, including but not limited to taxes owed under Code Section 409A from the benefits provided under this Agreement. The Executive acknowledges that the Bank’s sole liability regarding taxes is to forward any amounts withheld to the appropriate taxing authorities. The Bank shall satisfy all applicable reporting requirements, including those under Code Section 409A.

9.5	Applicable Law . This Agreement and all rights hereunder shall be governed by the laws of the State of Louisiana, except to the extent that the laws of the United States of America are applicable.

9.6

Unfunded Arrangement . The Executive and the Beneficiary are general unsecured creditors of the Bank for the distribution of benefits under this Agreement. The benefits represent the mere promise by the Bank to distribute such benefits. The rights to benefits are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors. Any insurance on the Executive’s life or other informal funding asset is a general asset of the Bank to which the Executive and Beneficiary have no preferred or secured claim.

9.7

Reorganization . The Bank shall not merge or consolidate into or with another bank, or reorganize, or sell substantially all of its assets to another bank, firm or person unless such succeeding or continuing bank, firm or person agrees to assume and discharge the obligations of the Bank under this Agreement. Upon the occurrence of such an event, the term “Bank” as used in this Agreement shall be deemed to refer to the successor or survivor entity.

9.8	Entire Agreement . This Agreement constitutes the entire agreement between the Bank and the Executive as to the subject matter hereof. No rights are granted to the Executive by virtue of this Agreement other than those specifically set forth herein.

9.9	Interpretation . Wherever the fulfillment of the intent and purpose of this Agreement requires and the context will permit, the use of the masculine gender includes the feminine and use of the singular includes the plural.

9.10

Alternative Action . In the event it shall become impossible for the Bank or the Plan Administrator to perform any act required by this Agreement due to regulatory or other constraints, the Bank or Plan Administrator may perform such alternative act as most nearly carries out the intent and purpose of this Agreement and is in the best interests of the Bank, provided that such alternative act does not violate Code Section 409A.

9.11	Headings . Article and section headings are for convenient reference only and shall not control or affect the meaning or construction of any provision herein.

9.12	Validity . If any provision of this Agreement shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Agreement shall be construed and enforced as if such illegal or invalid provision had never been included herein.

9.13	Notice . Any notice or filing required or permitted to be given to the Bank or Plan Administrator under this Agreement shall be sufficient if in writing and hand-delivered or sent by registered or certified mail to the address below:

Board of Directors

Home Bank

503 Kaliste Saloom

Lafayette, Louisiana 70508

Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification.

Any notice or filing required or permitted to be given to the Executive under this Agreement shall be sufficient if in writing and hand-delivered or sent by mail to the last known address of the Executive.

9.14

Deduction Limitation on Benefit Payments . If the Bank reasonably anticipates that the Bank’s deduction with respect to any distribution under this Agreement would be limited or eliminated by application of Code Section 162(m), then to the extent deemed necessary by the Bank to ensure that the entire amount of any distribution from this Agreement is deductible, the Bank shall delay payment of any non-deductible amount that would otherwise be distributed under this Agreement. The delayed amounts shall be distributed to the Executive (or the Beneficiary in the event of the Executive’s death) at the earliest date the Bank reasonably anticipates that the deduction of the payment of the amount will not be limited or eliminated by application of Code Section 162(m).

9.15	Compliance with Section 409A . This Agreement shall be interpreted and administered consistent with Code Section 409A.

IN WITNESS WHEREOF, the Executive and a duly authorized representative of the Bank have signed this Agreement.


EXECUTIVE	BANK

/s/ John W. Bordelon	By:	/s/ Darren E. Guidry
John W. Bordelon	Title:	Executive Vice President

EXHIBIT 10.2

HOME BANK

SALARY CONTINUATION AGREEMENT

Article 1

Definitions

Whenever used in this Agreement, the following words and phrases shall have the meanings specified:

1.1

“ Account Value ” means the amount shown on Schedule A under the heading Account Value. The parties expressly acknowledge that the Account Value may be different than the liability that should be accrued by the Bank, under Generally Accepted Accounting Principles, for the Bank’s obligation to the Executive under this Agreement. The Account Value on any date other than the end of a Plan Year shall be determined by adding the prorated increase attributable for the current Plan Year to the Account Value for the previous Plan Year.

1.2	“ Beneficiary ” means each designated person or entity, or the estate of the deceased Executive, entitled to any benefits upon the death of the Executive pursuant to Article 4.

1.3	“ Beneficiary Designation Form ” means the form established from time to time by the Plan Administrator that the Executive completes, signs and returns to the Plan Administrator to designate one or more Beneficiaries.

1.4	“ Board ” means the Board of Directors of the Bank as from time to time constituted.

1.5

1.6	“ Code ” means the Internal Revenue Code of 1986, as amended, and all regulations and guidance thereunder, including such regulations and guidance as may be promulgated after the Effective Date.

1.7	“ Early Termination ” means the Executive’s Separation from Service before attainment of Normal Retirement Age except when such Separation from Service occurs within twenty-four (24) months following a Change in Control or due to Termination for Cause.

1.8	“ Effective Date ” means August 1, 2007.

1.9	“ ERISA ” means the Employee Income Security Act of 1974, as amended, and all regulations and guidance thereunder, including such regulations and guidance as may be promulgated after the Effective Date.

1.10	“ Normal Retirement Age ” means the date the Executive reaches age sixty-five (65).

1.11	“ Plan Administrator ” means the Board or such committee or person as the Board shall appoint.

1.12	“ Plan Year ” means each twelve (12) month period commencing on August 1 and ending on July 31 of each year.

1.13

“ Separation from Service ” means termination of the Executive’s employment with the Bank for reasons other than death. Whether a Separation from Service has occurred shall be determined in accordance with the requirements of Code Section 409A based on whether the facts and circumstances indicate that the Bank and the Executive reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Executive 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 (or the full period of services to the Bank if the Executive has been providing services to the Bank less than thirty-six (36) months). In the event the Bank converts from mutual to stock form and forms a holding company in connection with such conversion, then all references to the Bank in this Section 1.15 shall also include such holding company, so that any services which the Executive provides to such holding company shall be taken into account for purposes of determining whether or not a Separation from Service has occurred.

1.14

time during the twelve (12) month period ending on December 31 of any year (the “identification period”). If the employee is a key employee during an identification period, the employee is treated as a key employee for purposes of this Agreement during the twelve (12) month period that begins on the first day of April following the close of the identification period.

1.15	“ Termination for Cause ” means Separation from Service due to the Executive’s:

(a)

Gross negligence or gross neglect of duties to the Bank;

(b)

Conviction of a felony or of a gross misdemeanor involving moral turpitude in connection with the Executive’s employment with the Bank; or

(c)

Article 2

Distributions During Lifetime

2.1	Normal Retirement Benefit . Upon the Normal Retirement Age, the Bank shall distribute to the Executive the benefit described in this Section 2.1 in lieu of any other benefit under this Article.

2.1.1

Amount of Benefit . The annual benefit under this Section 2.1 is Seventy-Five Thousand Dollars ($75,000).

2.1.2

Distribution of Benefit . The Bank shall distribute the annual benefit to the Executive in twelve (12) equal monthly installments commencing on the first day of the month following Normal Retirement Age. The annual benefit shall be distributed to the Executive for ten (10) years.

2.2	Early Termination Benefit . If Early Termination occurs, the Bank shall distribute to the Executive the benefit described in this Section 2.2 in lieu of any other benefit under this Article.

2.2.1

Amount of Benefit . The benefit under this Section 2.2 is the percentage, according to the table below, of the Account Value calculated as of the end of the Plan Year immediately preceding Separation from Service:


Date of Separation from Service	Percent of Account Value
Before August 1, 2008	0	%
After July 31, 2008 and before August 1, 2009	8.33	%
After July 31, 2009 and before August 1, 2010	16.67	%
After July 31, 2010 and before August 1, 2011	25	%
After July 31, 2011 and before August 1, 2012	33.33	%


After July 31, 2012 and before August 1, 2013	41.67	%
After July 31, 2013 and before August 1, 2014	50	%
After July 31, 2014 and before August 1, 2015	58.33	%
After July 31, 2015 and before August 1, 2016	66.67	%
After July 31, 2016 and before August 1, 2017	75	%
After July 31, 2017 and before August 1, 2018	83.33	%
After July 31, 2018 and before August 1, 2019	91.67	%
After July 31, 2019	100	%

2.2.2

Distribution of Benefit . The Bank shall distribute the benefit to the Executive in one hundred twenty (120) equal monthly installments commencing on the first day of the month following Normal Retirement Age, subject to Section 2.4 hereof.

2.3	Change in Control Benefit . If a Change in Control occurs, followed within twenty-four (24) months by a Separation from Service prior to Normal Retirement Age, the Bank shall distribute to the Executive the benefit described in this Section 2.3 in lieu of any other benefit under this Article.

2.3.1

Amount of Benefit . The benefit under this Section 2.3 is one hundred percent (100%) of the Account Value determined as of the end of the Plan Year immediately preceding Separation from Service.

2.3.2

Distribution of Benefit . The Bank shall distribute the benefit to the Executive in a lump sum on the first day of the month following Separation from Service, subject to Section 2.4 hereof.

2.3.3

2.4

Restriction on Commencement of Distributions . Notwithstanding any provision of this Agreement to the contrary, if the Executive is considered a Specified Employee, the provisions of this Section 2.4 shall govern all distributions hereunder. If benefit distributions which would otherwise be made to the Executive due to a Separation from Service are limited because the Executive is a Specified Employee, then such distributions shall not be made during the first six (6) months following the Separation from Service. Rather, any distribution which would otherwise be paid to the Executive during such period shall be accumulated and paid to the Executive in a lump sum on the first day of the month following the lapse of six months after the Separation from Service. All subsequent distributions shall be paid in the manner specified.

2.5	Distributions Upon Taxation of Amounts Deferred . If, pursuant to Code Section 409A or other state, local or foreign tax, the Executive becomes subject to tax on the amounts

deferred hereunder, then the Bank shall make a limited distribution to the Executive in a manner that conforms to the requirements of Code Section 409A. Any such distribution will decrease the Executive’s benefits distributable under this Agreement.

2.6	Change in Form or Timing of Distributions . For distribution of benefits under this Article 2, the Executive and the Bank may, subject to the terms of Section 8.1, amend this Agreement to delay the timing or change the form of distributions. Any such amendment:

(a)

may not accelerate the time or schedule of any distribution, except as provided in Code Section 409A;

(b)

must, for benefits distributable under Sections 2.1 and 2.2, be made at least twelve (12) months prior to the first scheduled distribution;

(c)

must, for benefits distributable under Sections 2.1, 2.2 and 2.3, delay the commencement of distributions for a minimum of five (5) years from the date the first distribution was originally scheduled to be made; and

(d)

must take effect not less than twelve (12) months after the amendment is made.

Article 3

Distribution at Death

3.1	Death During Active Service . If the Executive dies prior to a Separation from Service, the Bank shall distribute to the Beneficiary the annual benefit described in this Section 3.1. This benefit shall be distributed in lieu of any benefit under Article 2.

3.1.1

Amount of Benefit . The annual benefit under this Section 3.1 is the Normal Retirement Benefit described in Section 2.1.1.

3.1.2

Distribution of Benefit . The Bank shall distribute the annual benefit to the Beneficiary in twelve (12) equal monthly installments commencing on the first day of the fourth month following the Executive’s death. The annual benefit shall be distributed to the Beneficiary for ten (10) years. The Beneficiary shall be required to provide to the Bank the Executive’s death certificate.

3.2

3.3

Article 4

Beneficiaries

4.1

4.2

4.3	Acknowledgment . No designation or change in designation of a Beneficiary shall be effective until received, accepted and acknowledged in writing by the Plan Administrator or its designated agent.

4.4

4.5

Article 5

General Limitations

5.1	Termination for Cause . Notwithstanding any provision of this Agreement to the contrary, the Bank shall not distribute any benefit under this Agreement if the Executive’s employment with the Bank is terminated by the Bank or an applicable regulator due to a Termination for Cause.

5.2

5.3

Article 6

Administration of Agreement

6.1

6.2

6.3

6.4

6.5

Bank Information . To enable the Plan Administrator to perform its functions, the Bank shall supply full and timely information to the Plan Administrator on all matters relating to the date and circumstances of the Executive’s death or Separation from Service, and such other pertinent information as the Plan Administrator may reasonably require.

6.6	Annual Statement . The Plan Administrator shall provide to the Executive, within one hundred twenty (120) days after the end of each Plan Year, a statement setting forth the benefits to be distributed under this Agreement.

Article 7

Claims And Review Procedures

7.1	Claims Procedure . An Executive or Beneficiary (“claimant”) who has not received benefits under this Agreement that he or she believes should be distributed shall make a claim for such benefits as follows:

7.1.1

7.1.2

7.1.3

(a)

The specific reasons for the denial;

(b)

A reference to the specific provisions of this Agreement upon which the denial is based;

(c)

A description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why it is needed;

(d)

An explanation of this Agreement’s review procedures and the time limits applicable to such procedures; and

(e)

A statement of the claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.

7.2	Review Procedure . If the Plan Administrator denies part or all of the claim, the claimant shall have the opportunity for a full and fair review by the Plan Administrator of the denial as follows:

7.2.1

7.2.2

7.2.3

7.2.4

7.2.5

(a)

The specific reasons for the decision;

(b)

A reference to the specific provisions of this Agreement upon which the decision is based;

(c)

(d)

A statement of the claimant’s right to bring a civil action under ERISA Section 502(a).

Article 8

Amendments and Termination

8.1

8.2

Plan Termination Generally . This Agreement may be terminated only by a written agreement signed by the Bank and the Executive. The benefit shall be the Account Value as of the date this Agreement is terminated. Except as provided in Section 8.3, the termination of this Agreement shall not cause a distribution of benefits under this Agreement. Rather, upon such termination benefit distributions will be made at the earliest distribution event permitted under Article 2 or Article 3.

8.3	Plan Terminations Under Code Section 409A . Notwithstanding anything to the contrary in Section 8.2, if the Bank irrevocably terminates this Agreement in the following circumstances:

(a)

(b)

longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practicable; or

(c)

the Bank may distribute the Account Value, determined as of the date of the termination of this Agreement, to the Executive in a lump sum subject to the above terms.

Article 9

Miscellaneous

9.1	Binding Effect . This Agreement shall bind the Executive and the Bank and their beneficiaries, survivors, executors, administrators and transferees.

9.2

9.3	Non-Transferability . Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.

9.4

9.5	Applicable Law . This Agreement and all rights hereunder shall be governed by the laws of the State of Louisiana, except to the extent that the laws of the United States of America are applicable.

9.6	Unfunded Arrangement . The Executive and the Beneficiary are general unsecured creditors of the Bank for the distribution of benefits under this Agreement. The benefits

represent the mere promise by the Bank to distribute such benefits. The rights to benefits are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors. Any insurance on the Executive’s life or other informal funding asset is a general asset of the Bank to which the Executive and Beneficiary have no preferred or secured claim.

9.7

9.8	Entire Agreement . This Agreement constitutes the entire agreement between the Bank and the Executive as to the subject matter hereof. No rights are granted to the Executive by virtue of this Agreement other than those specifically set forth herein.

9.9	Interpretation . Wherever the fulfillment of the intent and purpose of this Agreement requires and the context will permit, the use of the masculine gender includes the feminine and use of the singular includes the plural.

9.10

9.11	Headings . Article and section headings are for convenient reference only and shall not control or affect the meaning or construction of any provision herein.

9.12	Validity . If any provision of this Agreement shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Agreement shall be construed and enforced as if such illegal or invalid provision had never been included herein.

9.13	Notice . Any notice or filing required or permitted to be given to the Bank or Plan Administrator under this Agreement shall be sufficient if in writing and hand-delivered or sent by registered or certified mail to the address below:


		Board of Directors
		Home Bank
		503 Kaliste Saloom
		Lafayette, Louisiana 70508

Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification.

9.14

9.15	Compliance with Section 409A . This Agreement shall be interpreted and administered consistent with Code Section 409A.

IN WITNESS WHEREOF, the Executive and a duly authorized representative of the Bank have signed this Agreement.


EXECUTIVE	BANK

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

Exhibit 10.3

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is dated this 27 ^th day of March 2006, between Home Bank, a federally-chartered mutual savings bank located in Lafayette, Louisiana (the “Bank” or the “Employer”) and L. J. Dailey (the “Executive”).

WITNESSETH

WHEREAS, the Bank and Crowley Building and Loan Association (“CB&L”) have entered into an Agreement and Plan of Reorganization, dated as of March 27, 2006 (the “Merger Agreement”) pursuant to which CB&L will merge with and into the Bank (the “Bank”);

WHEREAS, the Executive is currently the Vice President and Secretary of CB&L;

WHEREAS, the Bank desires to retain the services of the Executive after the effective date of the Merger; 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. “Base Salary” shall have the meaning set forth in Section 3(a) hereof.

(c) Cause. Termination of the Executive’s employment for “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 or for Disability, the date specified in the Notice of Termination, and (ii) if the Executive’s employment is terminated for any other reason, the date on which a Notice of Termination is given or as specified in such Notice.

(f) Disability. “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 “Effective Date” of the Agreement shall be the date that the Merger is completed and becomes effective pursuant to the terms of the Merger Agreement. If the Merger is terminated for any reason, then this Agreement shall be null and void.

(h) Employment Period. The Executive’s “Employment Period” under this Agreement shall be for a period of three years commencing on the Effective Date, subject to extension pursuant to Section 2(a) hereof or earlier termination as provided herein.

(i) Good Reason. “Good Reason” shall mean the occurrence of any of the following events during the Employment Period:

(i)

Without the Executive’s express written consent, a material reduction by the Employer in the Executive’s Base Salary as the same may be increased from time to time or, except pursuant to the terms of the applicable plan or to the extent permitted by Section 3(b) hereof, a reduction in the package of fringe benefits provided to the Executive, taken as a whole;

(ii)

Any purported termination of the Executive’s employment for Disability or Retirement which is not effected pursuant to a Notice of Termination satisfying the requirements of paragraph (k) below;

(iii)

The failure by the Employer to obtain the assumption of and agreement to perform this Agreement by any successor as contemplated in Section 9 hereof; or

(iv)

Without the Executive’s express written consent, the failure to elect or to re-elect or to appoint or to re-appoint the Executive to the offices of First Vice President and Crowley City President of the Employer or a material adverse change made by the Employer in the Executive’s functions, duties or responsibilities as First Vice President and Crowley City President of the Employer.

(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 written “Notice of Termination” to the other party hereto. For purposes of this Agreement, 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. “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 subject to earlier termination or extension as provided herein. On each day during the Employment Period, the Employment Period shall automatically be extended for one additional day, unless either the Employer or the Executive elects not to extend the Agreement further by giving written notice thereof to the other party, in which case the Employment Period shall end on the third anniversary of the date on which such written notice is given, provided that no daily extensions shall be made subsequent to December 31, 2008. As a result, the term of this Agreement shall not be extended beyond December 31, 2011. Upon termination of the Executive’s employment with the Employer for any reason whatsoever, any daily extensions provided pursuant to this Section 2(a), if not theretofore discontinued, shall automatically cease. The Board of Directors of the Employer shall review on a periodic basis (and no less frequently than annually) whether to permit further extensions of the term of this Agreement. As part of such review, the Board of Directors shall consider all relevant factors, including the Executive’s performance hereunder, and shall either expressly approve further extensions of the time of this Agreement or decide to provide notice to the contrary.

(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 (“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.

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 Association 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 of 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 entitled to participate immediately prior to the Date of Termination, provided that in the event that the Executive’s participation in any plan, program or arrangement as provided in this subparagraph (2) is barred, or during such period any such plan, program or arrangement is discontinued or the benefits thereunder are materially reduced, the Employer shall arrange to provide the Executive with benefits substantially similar to those which the Executive was entitled to receive under such plans, programs and arrangements immediately prior to the Date of Termination; and provided further, that if the provision of any of the benefits covered by this Section 5(d)(2) would trigger the 20% excise tax and interest penalties under Section 409A of the Code either due to the nature of such benefit or the length of time it is being provided, then the benefit(s) that would trigger such tax and interest penalties due to the nature of the benefit shall not be provided at all and the benefit(s) that would trigger the tax and interest penalties if provided beyond the “limited period of time” set forth in the regulations under Section 409A shall not be provided beyond such limited period of time (collectively, the “Excluded Benefits”), and in lieu of the Excluded Benefits the Employer shall pay to the Executive, in a lump sum within 30 days following termination of employment or within 30 days after such determination should it occur after termination of employment, a cash amount equal to the cost to the Employer of providing the Excluded Benefits.

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 would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits payable by the Employer pursuant to Section 5 hereof shall be reduced by the amount, if any, which is the minimum 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 herein 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 Association 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 association 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. 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.

16. 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.

17. 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.

18. 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 (“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 (“OTS”), or his/her designee, at the time the Federal Deposit Insurance Corporation (“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.

19. 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.

20. 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 are hereby superseded and shall have no force or effect.

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


HOME BANK

By:		/s/ John W. Bordelon
		John W. Bordelon, President and CEO

EXECUTIVE

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

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated March 28, 2008, with respect to the financial statements of Home Bank included in the Registration Statement (Form S-l) and related Prospectus of Home Bancorp, Inc. for the registration of approximately 10.0 million shares of its common stock.

/s/ Ernst & Young LLP

New Orleans, Louisiana

June 5, 2008

Exhibit 23.3

RP ^® FINANCIAL, LC.

Financial Services Industry Consultants

June 2, 2008

Board of Directors

Home Bank

503 Kaliste Saloom

Lafayette, Louisiana 70508

Members of the Board of Directors:

We hereby consent to the use of our firm’s name in the Form AC Application for Conversion, and any amendments thereto to be filed with Office of Thrift Supervision, and in the Registration Statement on Form S-1, and any amendments thereto to be filed with the Securities and Exchange Commission. We also hereby consent to the inclusion of, summary of and references to our Valuation Appraisal Report and any Valuation Appraisal Report Updates in such filings including the prospectus of Home Bancorp, Inc. and to the reference to our firm under the heading “Experts” in the prospectus.

Sincerely,

RP ^® FINANCIAL, LC.


Washington Headquarters
Rosslyn Center		Telephone: (703) 528-1700
1700 North Moore Street, Suite 2210		Fax No.: (703) 528-1788
Arlington, VA 22209		Toll-Free No.: (866) 723-0594

Exhibit 99.1

Home Bancorp, Inc.

Subscription & Community Offering Stock Order Form

Home Bank

Conversion Center

503 Kaliste Saloom Rd

Lafayette, LA 70508

- -

Expiration Date

for Stock Order Forms:

day , 2008

:00 p.m., Central time

(received not postmarked)

IMPORTANT: A properly completed original stock order form must be used to subscribe for common stock. Copies of this form are not required to be accepted. Please read the Stock Ownership Guide and Stock Order Form Instructions as you complete this form.

(1) Number of Shares

Subscription

(2) Total Payment Due

Minimum number of shares: 25 shares ($250.)

Price

Maximum number of shares: 25,000 shares ($250,000)

X 10.00 =

Maximum number of shares for associates or group: 100,000 shares ($1,000,000)

See Instructions.


(3) Employee/Officer/Director Information ¨ Check here if you are an employee, officer or director of Home Bank or member of such person’s immediate family living in the same household.
(4) Method of Payment by Check Enclosed is a check, bank draft or money order payable to Home Bancorp, Inc. in the amount indicated in this box.		Total Check Amount	$		.
(5) Method of Payment by Withdrawal - The undersigned authorizes withdrawal from the following account(s) at Home Bank. There is no early withdrawal penalty for this form of payment. Individual Retirement Accounts maintained at Home Bank cannot be used unless special transfer arrangements are made.
Bank Use	Account Number(s) To Withdraw			$ Withdrawal Amount
			$		.
			$		.

(6) Purchaser Information

Subscription Offering - Check here and list account(s) below if you are:

¨	a. An Eligible Account Holder with a deposit account(s) totaling $50.00 or more on March 31, 2007.

¨	b. A Supplemental Eligible Account Holder with a deposit account(s) totaling $50.00 or more on June 30, 2008 but are not an Eligible Account Holder.

¨	c. An Other Member with a deposit account(s) on , 2008 or a borrower with a loan outstanding as of January 1, 2001 that continued to be outstanding as of , 2008 but are not an Eligible Account Holder or Supplemental Eligible Account Holder.

Community Offering - Check here if you:

¨	d. Are an other community member (Indicate parish/county of residence in #9 below).


PLEASE NOTE: FAILURE TO LIST ALL YOUR ACCOUNTS MAY RESULT IN THE LOSS OF PART OR ALL OF YOUR SUBSCRIPTION RIGHTS. SEE REVERSE SIDE FOR ADDITIONAL SPACE.


Bank Use	Account Number(s)	Account Title (Name(s) on Account)

(7) Form of Stock Ownership & SS# or Tax ID#:

SS#/Tax ID#

¨ Individual

¨ Joint Tenants

¨ Tenants in Common

¨ Fiduciary (i.e., trust, estate)

¨ Uniform Transfers to Minors Act

(Indicate SS# of Minor only)

¨ Company/Corporation/

Partnership

¨ IRA or other qualified plan

(Both Tax ID# & SS# for IRAs)

SS#/Tax ID#

(8) Stock Registration & Address:

Name and address to appear on stock certificate . Shares must be registered as reflected on your qualifying account. Adding or deleting a name or otherwise altering the form of beneficial ownership of a qualifying account will result in a loss of your subscription rights (with certain exceptions for IRA and Keogh purchases).

Name:

Name

Continued:

Mail to-

Street:

City:

State:

Zip Code:

(9) Telephone

Daytime/Evening

( ) —

( )

—

Parish/County

of Residence

(10) Associates/Acting in Concert

¨ Check here and complete the reverse side of this form if you or any associates or persons acting in concert with you have submitted other orders for shares.

(11) Acknowledgement

To be effective, this stock order form must be properly completed and physically received (not postmarked) by Home Bancorp, Inc. no later than :00 p.m., Central time, on , 2008, unless extended; otherwise this stock order form and all subscription rights will be void. The undersigned agrees that after receipt by Home Bancorp, Inc., this stock order form may not be modified, withdrawn or canceled without Home Bancorp, Inc.’s consent and if authorization to withdraw from deposit accounts at Home Bank has been given as payment for shares, the amount authorized for withdrawal shall not otherwise be available for withdrawal by the undersigned. Under penalty of perjury, I hereby certify that the Social Security or Tax ID Number and the information provided on this stock order form are true, correct and complete and that I am not subject to back-up withholding. It is understood that this stock order form will be accepted in accordance with, and subject to, the terms and conditions of the plan of conversion of Home Bank described in the accompanying prospectus.

Federal regulations prohibit any person from transferring, or entering into any agreement, directly or indirectly, to transfer the legal or beneficial ownership of subscription rights or the underlying securities to the account of another. Home Bank and Home Bancorp, Inc. will pursue any and all legal and equitable remedies in the event they become aware of the transfer of subscription rights and will not honor orders known by them to involve such transfer. Under penalty of perjury, I certify that I am purchasing shares solely for my account and that there is no agreement or understanding regarding the sale or transfer of such shares, or my right to subscribe for shares.

Bank Use

By signing below, I also acknowledge that I have read the Certification Form on the reverse side of this form.

Signature

Date

Signature

Date

Item (6) Purchaser Account Information continued:


Bank Use	Account Number(s)	Account Title (Name(s) on Account)

Item (10) Associates/Acting In Concert continued:

If you checked the box in item #10 on the reverse side of this form, list below all other orders submitted by you or associates (as defined below) or by persons acting in concert with you (also defined below).


Name(s) listed on other stock order forms		Number of shares ordered

Associate - The term “associate” of a particular person means:

(1) a corporation or organization, other than Home Bank, Home Bancorp, Inc. or a majority-owned subsidiary of Home Bank or Home Bancorp, Inc., of which a person is a director, officer or partner, or beneficially owns, directly or indirectly, 10% or more of any class of equity securities of such corporation or organization;

(2) a trust or other estate in which a person has a substantial beneficial interest or as to which a person serves as trustee or in a similar fiduciary capacity; provided, however, that such term shall not include any tax-qualified employee stock benefit plan of Home Bank or Home Bancorp, Inc. in which such person has a substantial interest or may serve as trustee or in a similar fiduciary capacity; and

(3) any person who is related by blood or marriage and who either has the same home as a person or who is a director or officer of Home Bank or Home Bancorp, Inc. or any of their subsidiaries.

Acting in concert - The term “acting in concert” means:

(1) knowing participation in a joint activity or interdependent conscious parallel action towards a common goal whether or not pursuant to an express agreement; or

(2) a combination or pooling of voting or other interests in the securities of an issuer for a common purpose pursuant to any contract, understanding, relationship, agreement or other arrangement, whether written or otherwise.

In general, a person who acts in concert with another party will also be deemed to be acting in concert with any person who is also acting in concert with that other party.

We may presume that certain persons are acting in concert based upon various facts, among other things, joint account relationships, common addresses on our records and the fact that such persons may have filed joint Schedules 13D or 13G with the Securities and Exchange Commission with respect to other companies.

CERTIFICATION FORM

I ACKNOWLEDGE THAT THIS SECURITY IS NOT A DEPOSIT OR ACCOUNT AND IS NOT FEDERALLY INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, AND IS NOT INSURED OR GUARANTEED BY HOME BANK, HOME BANCORP, INC., THE FEDERAL GOVERNMENT OR BY ANY GOVERNMENT AGENCY. THE ENTIRE AMOUNT OF AN INVESTOR’S PRINCIPAL IS SUBJECT TO LOSS.

If anyone asserts that this security is federally insured or guaranteed, or is as safe as an insured deposit, I should call the Regional Director of the Dallas Regional Office of the Office of Thrift Supervision at (972) 277-9500.

I further certify that, before purchasing the common stock, par value $0.01 per share, of Home Bancorp, Inc. (the “Company”), the holding company for Home Bank, I received a prospectus of the Company dated , 2008 relating to such offer of common stock.

The prospectus that I received contains disclosure concerning the nature of the common stock being offered by the Company and describes in the “Risk Factors” section beginning on page xx, the risks involved in the investment in this common stock, including but not limited to the following:

Risks Related to Our Business

1.	There are increased risks involved with commercial real estate, commercial lending and construction and land lending activities.

2.	Our allowance for loans losses may not be adequate to cover probable losses.

3.	We may not succeed in our plan to grow which could reduce future profitability.

4.	Our business is geographically concentrated in south central Louisiana, which makes us vulnerable to downturns in the local economy.

5.	Our market area is susceptible to hurricanes and tropical storms in the future which could adversely affect the banking business in southern Louisiana.

6.	The loss of our President and Chief Executive Officer could hurt our operations.

7.	Changes in interest rates could have a material adverse effect on our operations.

8.	Our results of operations are significantly dependent on economic conditions and related uncertainties.

9.	We are subject to extensive regulation which could adversely affect our business and operations.

10.	We face strong competition which may adversely affect our profitability.

Risks Related to this Offering

11.	Additional expenses following the offering from new equity benefit plans will adversely affect our net income.

12.	Our return on equity may negatively impact our stock price.

13.	We have broad discretion in allocating the proceeds of the offering. Our failure to effectively utilize proceeds could reduce future profitability.

14.	Our employee stock benefit plans will be dilutive.

15.	Our stock price may decline when trading commences.

16.	There may be a limited market for our common stock, which may adversely affect our stock price.

17.	We intend to remain independent which may mean you will not receive a premium for your common stock.

18.	Our stock value may suffer from anti-takeover provisions that may impede potential takeovers that management opposes.

(By Signing the Front of this Form the Investor is Not Waiving Any Rights Under the Federal Securities Laws,

Including the Securities Act of 1933 and the Securities Exchange Act of 1934)

Home Bancorp, Inc.

Stock Ownership Guide

Individual

Include the first name, middle initial and last name of the shareholder. Avoid the use of two initials. Please omit words that do not affect ownership rights, such as “Mrs.”, “Mr.”, “Dr.”, “special account”, “single person”, etc.

Joint Tenants

Joint tenants with right of survivorship may be specified to identify two or more owners. When stock is held by joint tenants with right of survivorship, ownership is intended to pass automatically to the surviving joint tenant(s) upon the death of any joint tenant. All parties must agree to the transfer or sale of shares held by joint tenants.

Tenants in Common

Tenants in common may also be specified to identify two or more owners. When stock is held by tenants in common, upon the death of one co-tenant, ownership of the stock will be held by the surviving co-tenant(s) and by the heirs of the deceased co-tenant. All parties must agree to the transfer or sale of shares held by tenants in common.

Uniform Transfers to Minors Act (“UTMA”)

Stock may be held in the name of a custodian for a minor under the Uniform Transfers to Minors Act of each state. There may be only one custodian and one minor designated on a stock certificate. The standard abbreviation for Custodian is “CUST”, while the Uniform Transfers to Minors Act is “UTMA”. Standard U.S. Postal Service state abbreviations should be used to describe the appropriate state. For example, stock held by John Doe as custodian for Susan Doe under the Louisiana Uniform Transfers to Minors Act will be abbreviated John Doe, CUST Susan Doe UTMA LA (use minor’s social security number).

Fiduciaries

Information provided with respect to stock to be held in a fiduciary capacity must contain the following:

•

The name(s) of the fiduciary. If an individual, list the first name, middle initial and last name. If a corporation, list the full corporate title (name). If an individual and a corporation, list the corporation’s title before the individual.

•

The fiduciary capacity, such as administrator, executor, personal representative, conservator, trustee, committee, etc.

•

A description of the document governing the fiduciary relationship, such as a trust agreement or court order. Documentation establishing a fiduciary relationship may be required to register your stock in a fiduciary capacity.

•

The date of the document governing the relationship, except that the date of a trust created by a will need not be included in the description.

•

The name of the maker, donor or testator and the name of the beneficiary.

An example of fiduciary ownership of stock in the case of a trust is: John Doe, Trustee Under Agreement Dated 10-1-93 for Susan Doe.

Stock Order Form Instructions

Items 1 and 2 - Number of Shares and Total Payment Due

Fill in the number of shares that you wish to purchase and the total payment due. The amount due is determined by multiplying the number of shares by the subscription price of $10.00 per share. The minimum purchase in the subscription offering is $250 (25 shares) of common stock. As more fully described in the plan of conversion outlined in the prospectus, the maximum purchase in any category of the subscription offering is $250,000 (25,000 shares) of common stock, and the maximum purchase in the community offering (if held) by any person, is $250,000 (25,000 shares) of common stock. No person, together with associates and persons acting in concert with such person, may purchase in the aggregate more than $1,000,000 (100,000 shares) of common stock.

Item 3 - Employee/Officer/Director Information

Check this box to indicate whether you are an employee, officer or director of Home Bank or a member of such person’s immediate family living in the same household.

Item 4 - Method of Payment by Check

If you pay for your stock by check, bank draft or money order, indicate the total amount in this box. Payment for shares may be made by check, bank draft or money order payable to Home Bancorp, Inc.. Payment in cash may be made only if delivered in person. Your funds will earn interest at Home Bank’s passbook rate of interest until the stock offering is completed.

Item 5 - Method of Payment by Withdrawal

If you pay for your stock by a withdrawal from a deposit account at Home Bank, indicate the account number(s) and the amount of your withdrawal authorization for each account. The total amount withdrawn should equal the amount of your stock purchase. There will be no penalty assessed for early withdrawals from certificate accounts used for stock purchases. This form of payment may not be used if your account is an Individual Retirement Account.

Item 6 - Purchaser Information

Subscription Offering

a. Check this box if you had a deposit account(s) totaling $50.00 or more on March 31, 2007 (“Eligible Account Holder”).

b. Check this box if you had a deposit account(s) totaling $50.00 or more on June 30, 2008 but are not an Eligible Account Holder (“Supplemental Eligible Account Holder”).

c. Check this box if you had a deposit account(s) on , 2008 or a loan outstanding as of January 1, 2001 that continued to be outstanding as of , 2008 but are not an Eligible Account Holder or Supplemental Account Holder (“Other Member”).

Please list all account numbers and all names on accounts you had on these dates in order to insure proper identification of your purchase rights.

Note: Failure to list all your accounts may result in the loss of part or all of your subscription rights.

Community Offering

d. Check this box if you are a community member (Indicate county of residence in item 9).

Items 7 and 8 - Form of Stock Ownership, SS# or Tax ID#, Stock Registration and Mailing Address

Check the box that applies to your requested form of stock ownership and indicate your social security or tax ID number(s) in item 7. Complete the requested stock certificate registration, mailing address in item 8. The stock transfer industry has developed a uniform system of shareholder registrations that will be used in the issuance of your common stock. If you have any questions regarding the registration of your stock, please consult your legal advisor. Stock ownership must be registered in one of the ways described above under “Stock Ownership Guide.” Shares must be registered as reflected on your qualifying account. Adding or deleting a name or otherwise altering the form of beneficial ownership of a qualifying account will result in a loss of your subscription rights. (With certain exceptions for IRA and Keogh purchases) .

Item 9 - Telephone Number(s) and Parish/County

Indicate your daytime and evening telephone number(s) and parish. We may need to call you if we have any questions regarding your order or we cannot execute your order as given.

Item 10 - Associates/Acting in Concert

Check this box if you or any associate or person acting in concert with you (as defined on the reverse side of the stock order form) has submitted another order for shares and complete the reverse side of the stock form.

Item 11 - Acknowledgement

Please review the prospectus carefully before making an investment decision. Sign and date the stock order form where indicated. Before you sign, review the stock order form, including the acknowledgement and certification. Normally, one signature is required. An additional signature is required only when payment is to be made by withdrawal from a deposit account that requires multiple signatures to withdraw funds.

Your properly completed signed stock order form and payment in full (or withdrawal authorization) at the subscription price must be physically received (not postmarked) by Home Bancorp, Inc. no later than _:00 p.m., Central time, on , 2008 or it will become void.

Delivery Instructions: You may deliver your stock order form by mail using the enclosed stock order return envelope , by hand delivery to the Home Bank main office , or by overnight courier to the conversion center address indicated on the front of the stock order form.

Stock order forms will not be accepted at any of our offices other than the main office.

If you have any remaining questions, or if you would like assistance in completing your stock order form, you may call our conversion center at ( ) - , Monday through Friday, between the hours of 10:00 a.m. and 4:00 p.m., Central time.

Home Bank Conversion Center

503 Kaliste Saloom Rd

Lafayette, LA 70508

EXHIBIT 99.2

Home Bancorp, Inc.

Dear Member:

The Board of Directors of Home Bank has voted unanimously in favor of a plan of conversion whereby Home Bank will convert from the mutual form to the stock form of organization. We are converting so that Home Bank will be structured in the form of ownership that we believe will best support the Bank’s future growth.

To accomplish the conversion, your participation is extremely important. On behalf of the Board, I ask that you help us meet our goal by reading the enclosed material and then casting your vote in favor of the plan of conversion and mailing your signed proxy card immediately in the enclosed postage-paid envelope marked “PROXY RETURN.” If you have an IRA or other Qualified Retirement Plan account for which Home Bank acts as trustee and we do not receive a proxy from you, Home Bank, as trustee for such account, intends to vote in favor of the plan of conversion on your behalf. If you have more than one account, you may receive more than one proxy. Please vote by returning all proxy cards received.

If the plan of conversion is approved, let me assure you that:

•

deposit accounts will continue to be federally insured to the same extent permitted by law;

•

existing deposit accounts and loans will not undergo any change; and

•

voting for approval will not obligate you to buy any shares of common stock.

As a qualifying account holder, you may take advantage of your nontransferable rights to subscribe for shares of Home Bancorp, Inc. common stock on a priority basis, before the stock is offered to the general public. The enclosed prospectus describes the stock offering and the operations of Home Bank and Home Bancorp, Inc.

If you wish to subscribe for shares of common stock, please complete the enclosed stock order form and return it to Home Bancorp, Inc., together with your payment for the shares, by mail using the enclosed postage-paid envelope marked “STOCK ORDER RETURN,” by hand delivery , or by overnight courier to the Home Bancorp, Inc. conversion center located at 503 Kaliste Saloom Rd, Lafayette, LA 70508. Stock order forms will not be accepted at any branch offices other than the main office . Your order must be physically received (not postmarked) by Home Bancorp, Inc. no later than _:00 p.m., Central time, on day, , 2008. Please read the prospectus carefully before making an investment decision.

If you have any questions after reading the enclosed material, please call our conversion center at - - , Monday through Friday, between the hours of 10:00 a.m. and 4:00 p.m., Central time.

Sincerely,

John W. Bordelon

President and Chief Executive Officer

The shares of common stock being offered are not savings accounts or deposits and are not insured or guaranteed by Home Bank, Home Bancorp, Inc., the Federal Deposit Insurance Corporation or any other government agency.

This is not an offer to sell or a solicitation of an offer to buy common stock. The offer is made only by the prospectus.

Home Bancorp, Inc.

Dear Member:

If the plan of conversion is approved let me assure you that:

•

deposit accounts will continue to be federally insured to the fullest extent permitted by law; and

•

existing deposit accounts and loans will not undergo any change.

We regret that we are unable to offer you common stock in the subscription offering because the laws of your state or jurisdiction require us to register (1) the to-be-issued common stock of Home Bancorp, Inc. or (2) an agent of Home Bank to solicit the sale of such stock, and the number of eligible subscribers in your state or jurisdiction does not justify the expense of such registration.

If you have any questions after reading the enclosed material, please call our conversion center at - - , Monday through Friday, between the hours of 10:00 a.m. and 4:00 p.m., Central time.

Sincerely,

John W. Bordelon

President and Chief Executive Officer

This is not an offer to sell or a solicitation of an offer to buy common stock. The offer is made only by the prospectus.

Home Bancorp, Inc.

Dear Friend of Home Bank:

As a former account holder, you may take advantage of your nontransferable right to subscribe for shares of Home Bancorp, Inc. common stock on a priority basis, before the stock is offered to the general public. The enclosed prospectus describes the stock offering and the operations of Home Bank and Home Bancorp, Inc.

If you wish to subscribe for shares of common stock, please complete the enclosed stock order form and return it to Home Bancorp, Inc., together with your payment for the shares, by mail using the enclosed postage-paid envelope marked “STOCK ORDER RETURN,” by hand delivery , or by overnight courier to the Home Bancorp, Inc. conversion center located at 503 Kaliste Saloom Rd, Lafayette, LA 70508. Stock order forms will not be accepted at any branch offices other than the main office . Your order must be physically received (not postmarked) by Home Bancorp, Inc. no later than :00 p.m., Central time, on day, , 2008. Please read the prospectus carefully before making an investment decision.

If you have any questions after reading the enclosed material, please call our conversion center at - - , Monday through Friday, between the hours of 10:00 a.m. and 4:00 p.m., Central time.

Sincerely,

John W. Bordelon

President and Chief Executive Officer

This is not an offer to sell or a solicitation of an offer to buy common stock. The offer is made only by the prospectus.

Home Bancorp, Inc.

Dear Potential Investor:

We are pleased to provide you with the enclosed material in connection with the stock offering by Home Bancorp, Inc. We are raising capital to support Home Bank’s future growth.

This information packet includes the following:

PROSPECTUS : This document provides detailed information about the operations of Home Bank and the proposed stock offering by Home Bancorp, Inc. Please read it carefully before making an investment decision.

STOCK ORDER FORM: Use this form to subscribe for shares of common stock and return it to Home Bancorp, Inc., together with your payment for the shares, by mail using the enclosed postage-paid stock order return envelope, by hand delivery , or by overnight courier to the Home Bancorp, Inc. conversion center located at 503 Kaliste Saloom Rd, Lafayette, LA 70508. Stock order forms will not be accepted at any branch offices other than the main office . Your order must be physically received (not postmarked) by Home Bancorp, Inc. no later than :00 p.m., Central time, on day, , 2008. Please read the prospectus carefully before making an investment decision.

We are pleased to offer you this opportunity to become one of our shareholders. If you have any questions regarding the stock offering or the prospectus, please call our conversion center at - - , Monday through Friday, between the hours of 10:00 a.m. and 4:00 p.m., Central time.

Sincerely,

John W. Bordelon

President and Chief Executive Officer

This is not an offer to sell or a solicitation of an offer to buy common stock. The offer is made only by the prospectus.

[Sandler O’Neill & Partners, L.P.]

Dear Customer of Home Bank:

At the request of Home Bank and its holding company, Home Bancorp, Inc., we have enclosed material regarding the offering of common stock of Home Bancorp, Inc. The material is offered in connection with the conversion of Home Bank from the mutual to the stock form of organization. These materials include a prospectus and a stock order form, which offer you the opportunity to subscribe for shares of common stock of Home Bancorp, Inc.

Please read the prospectus carefully before making an investment decision. If you decide to subscribe for shares, you must return the properly completed and signed stock order form, along with full payment for the shares, to Home Bancorp, Inc. by mail using the enclosed postage-paid stock order return envelope, by hand delivery , or by overnight courier to the Home Bancorp, Inc. conversion center located at 503 Kaliste Saloom Rd, Lafayette, LA 70508. Stock order forms will not be accepted at any branch offices other than the main office . Your order must be physically received (not postmarked) by Home Bancorp, Inc. no later than _:00 p.m., Central time, on day, , 2008.

If you have any questions after reading the enclosed material, please call the conversion center at - - , Monday through Friday, between the hours of 10:00 a.m. and 4:00 p.m., Central time, and ask for a Sandler O’Neill representative.

We have been asked to forward these documents to you in view of certain requirements of the securities laws of your jurisdiction. We should not be understood as recommending or soliciting in any way any action by you with regard to the enclosed material.

Sandler O’Neill & Partners, L.P.

The shares of common stock being offered are not savings accounts or deposits and are not insured or guaranteed by Home Bank, Home Bancorp, Inc. the Federal Deposit Insurance Corporation or any other government agency.

This is not an offer to sell or a solicitation of an offer to buy common stock. The offer is made only by the prospectus.

Enclosures

[cover page]

Questions & Answers About the Conversion

Home Bancorp, Inc.

Questions & Answers

About the Conversion

The Boards of Directors of Home Bank and Home Bancorp, Inc. have voted unanimously in favor of a plan of conversion whereby Home Bank will convert from the mutual to the stock form of organization, subject to the affirmative vote of a majority of the total number of outstanding votes entitled to be cast by the members of Home Bank at a special meeting of members. In connection with the conversion, Home Bank’s new holding company, Home Bancorp, Inc., is offering shares of its common stock for sale in an initial public offering.

Your vote is very important . If you have more than one account, you may receive more than one proxy. Please vote today by returning all proxy cards received.

Your Board of Directors urges you to vote “FOR” the conversion and return your proxy today.

Effect on Deposits and Loans

Q.	Will the conversion affect any of my deposit accounts or loans?

A.	No. The conversion will have no effect on the balance or terms of any deposit account. Your deposits will continue to be federally insured to the fullest extent permissible. The terms, including interest rates, of your loans with us will also be unaffected by the conversion.

About Votin g

Q.	Who is eligible to vote on the conversion?

Depositors of Home Bank as of the close of business on , 2008 (the “Voting Record Date”) who continue to be depositors as of , 2008 and borrowers who had loans outstanding as of the close of business on January 1, 2001 whose loans continue to be outstanding as of , 2008 are eligible to vote at the special meeting of members of Home Bank.

Q.	How do I vote?

A.	You may vote by mailing your signed proxy card(s) in the postage-paid envelope marked “PROXY RETURN.” Should you choose to attend the special meeting of members to be held on , 2008, and decide to change your vote, you may do so by revoking any previously executed proxy.

Q.	Am I required to vote?

A.	No. Depositors and borrowers members are not required to vote. However, because the conversion will produce a fundamental change in the Bank’s corporate structure, the Board of Directors encourages all members to vote.

Q.	Why did I receive several proxies?

A.	If you have more than one account, you may have received more than one proxy, depending upon the ownership structure of your accounts. Please vote, sign, date and return all proxy cards that you received.

Q.	Does my vote for the conversion mean that I must buy common stock of Home Bancorp, Inc.?

A.	No. Voting for the plan of conversion does not obligate you to buy shares of common stock of Home Bancorp, Inc.

Q.	Are two signatures required on the proxy card for a joint account?

A.	Only one signature is required on a proxy card for a joint account.

Q.	Who must sign proxies for trust or custodian accounts?

A.	The trustee or custodian must sign proxies for such accounts, not the beneficiary.

Q.	I am the executor (administrator) for a deceased depositor. Can I sign the proxy card?

A.	Yes. Please indicate on the card the capacity in which you are signing.

About The Common Stock

Investment in common stock involves certain risks. For a discussion of these risks and other factors, investors are urged to read the accompanying prospectus.

Q.	Who can purchase stock?

A.	The common stock of Home Bancorp, Inc. will be offered in the subscription offering in the following order of priority:

Eligible Account Holders - depositors of Home Bank with accounts totaling $50 or more as of March 31, 2007;

Home Bank’s employee stock ownership plan;

Supplemental Eligible Account Holders - depositors of Home Bank with accounts totaling $50 or more as of June 30, 2008; and

Other Members - depositors of Home Bank with accounts as of , 2008 and borrowers as of January 1, 2001 whose loans continue to be outstanding as of the close of business on , 2008.

Upon completion of the subscription offering, common stock that is not sold in the subscription offering, if any, will be offered first to certain members of the general public in a community offering and then, to the extent any shares remain, to the general public in a syndicated community offering and/or an underwritten public offering.

Q.	Am I guaranteed to receive shares by placing an order?

No. It is possible that orders received during the offering period will exceed the number of shares being sold. Such an oversubscription would result in shares being allocated among subscribers starting with subscribers who are Eligible Account Holders. If the offering is oversubscribed in the subscription offering, no orders received in the community offering will be filled.

Q.	Will any account I hold with the Association be converted into stock?

A.	No. All accounts remain as they were prior to the conversion.

Q.	How many shares of stock are being offered, and at what price?

A.	Home Bancorp, Inc. is offering for sale a maximum of 8,625,000 shares of common stock at a subscription price of $10 per share. Under certain circumstances, Home Bancorp, Inc. may increase the maximum and sell up to 9,918,750 shares.

Q.	How much stock can I purchase?

The minimum purchase is $250 (25 shares). As more fully discussed in the plan of conversion and in the prospectus, the maximum purchase by any person in the subscription or community offering is $250,000 (25,000 shares); no person by himself or herself, with an associate or group of persons acting in concert, may purchase more than $1,000,000 (100,000 shares) of common stock in the offering.

Q.	How do I order stock?

If you decide to subscribe for shares, you must return the properly completed and signed stock order form, along with full payment for the shares, to Home Bancorp, Inc., by mail using the enclosed postage-paid envelope marked “STOCK ORDER RETURN,” by hand delivery , or by overnight courier to the Home Bancorp, Inc. conversion center located at 503 Kaliste Saloom Rd, Lafayette, LA 70508. Stock order forms will not be accepted at any branch offices other than the main office . Your order must be physically received (not postmarked) by Home Bancorp, Inc. no later than :00 p.m., Central time, on day, , 2008. Please read the prospectus carefully before making an investment decision.

Q. How can I pay for my shares of stock?

You can pay for the common stock by check, money order, or withdrawal from your deposit account or certificate of deposit at Home Bank. Checks and money orders must be made payable to Home Bancorp, Inc. Withdrawals from a deposit account or a certificate of deposit at Home Bank to buy shares of common stock may be made without penalty. Cash must be converted to a bank check or money order. Please do not send cash in the mail.

Q.	Can I use my Home Bank home equity line of credit to subscribe for shares of common stock?

A.	No. Home Bank cannot knowingly lend funds to anyone for them to subscribe for shares. This includes the use of funds available through a Home Bank home equity line of credit.

Q.	When is the deadline to subscribe for stock?

A.	An executed stock order form with the required full payment must be physically received (not postmarked) by Home Bancorp, Inc. no later than : p.m., Central time on day, , 2008.

Q.	Can I subscribe for shares using funds in my IRA at Home Bank?

No. Federal regulations do not permit the purchase of common stock with your existing IRA or other qualified plan at Home Bank. To use such funds to subscribe for common stock, you need to establish a “self directed” trust account with an unaffiliated trustee. The transfer of such funds takes time, so please make arrangements as soon as possible. However, if you intend to use other funds to subscribe for common stock due to your eligibility as an IRA account holder, you need not close and transfer the IRA account. Please call our conversion center if you require additional information.

Q.	Can I subscribe for shares and add someone else who is not on my account to my stock registration?

A.	No. Applicable regulations prohibit the transfer of subscription rights. Adding the names of other persons who are not owners of your qualifying account(s) will result in the loss of your subscription rights and could result in legal action against you.

Q.	Can I subscribe for shares in my name alone if I have a joint account?

A.	No. With the exception of certain orders placed through an IRA, Keogh or 401(k) plan, a name can be deleted only in the event of the death of a named eligible depositor.

Q.	Will payments for common stock earn interest until the conversion closes?

Yes. Any payment made in cash or by check or money order will earn interest at Home Bank’s passbook rate from the date of receipt to the completion or termination of the conversion. Depositors who elect to pay for their common stock by a withdrawal authorization will receive interest at the contractual rate on the account until the completion or termination of the offering.

Q.	Will dividends be paid on the stock?

A.	We have not determined whether we will pay a dividend on the common stock. After the offering, we will consider a policy of paying regular cash dividends.

Q.	Will my stock be covered by deposit insurance?

No.

Q.	Where will the stock be traded?

A.	Upon completion of the conversion, our shares of common stock are expected to trade on the Nasdaq Global Market under the symbol “HBCP.”

Q.	Can I change my mind after I place an order to subscribe for stock?

A.	No. After receipt, your order may not be modified or withdrawn.

Additional Information

Q.	What if I have additional questions or require more information?

Home Bancorp, Inc.’s prospectus that accompanies this brochure describes the conversion in detail. Please read the prospectus carefully before subscribing for stock. If you have any questions after reading the enclosed material, you may call our conversion center at - - , Monday through Friday, between the hours of 10:00 a.m. and 4:00 p.m., Central time. Additional material may only be obtained from the conversion center.

To ensure that each purchaser in the subscription and community offering receives a prospectus at least 48 hours before the applicable expiration date, in accordance with Rule 15c2-8 of the Securities Exchange Act of 1934, as amended, no prospectus will be mailed any later than five days prior to such date or hand delivered any later than two days prior to such date.

This is not an offer to sell or a solicitation of an offer to buy common stock. The offer is made only by the prospectus.

Home Bancorp, Inc.

Dear Member:

As a follow-up to our recent mailing, this is to remind you that your vote is very important.

To accomplish the conversion, your participation is extremely important. On behalf of the Board, I ask that you help us meet our goal by casting your vote in favor of the plan of conversion and mailing your signed proxy card immediately in the enclosed postage-paid envelope marked “PROXY RETURN.” If you have an IRA or other Qualified Retirement Plan account for which Home Bank acts as trustee and we do not receive a proxy from you, Home Bank, as trustee for such account, intends to vote in favor of the plan of conversion on your behalf. If you have more than one account, you may receive more than one proxy. Please vote by returning all proxy cards received.

If the plan of conversion is approved, let me assure you that:

•

deposit accounts will continue to be federally insured to the same extent permitted by law;

•

existing deposit accounts and loans will not undergo any change; and

•

voting for approval will not obligate you to buy any shares of common stock.

If you have any questions after reading the enclosed material, please call our conversion center at - - , Monday through Friday, between the hours of 10:00 a.m. and 4:00 p.m., Central time.

Sincerely,

John W. Bordelon

President and Chief Executive Officer

This is not an offer to sell or a solicitation of an offer to buy common stock. The offer is made only by the prospectus.

PROXY REQUEST

Logo

WE NEED YOUR VOTE

Dear Member of Home Bank:

Your vote on our plan of conversion has not yet been received . Your vote is very important to us. Please vote and mail the enclosed proxy today. If you have more than one account, you may receive more than one proxy. Please complete and mail all proxies you receive.

Remember: Voting does not obligate you to buy stock. Your Board of Directors has approved the plan of conversion and urges you to vote in favor of the conversion. Your deposit accounts or loans with Home Bank will not be affected in any way. Deposit accounts will continue to be federally insured to the legal maximum.

A postage-paid envelope is enclosed with the proxy card. If you have any questions, please call our conversion center at - - , Monday through Friday, between the hours of 10:00 a.m. and 4:00 p.m., Central time.

Sincerely,

John W. Bordelon

President and Chief Executive Officer

If you have more than one account, you may receive more than one proxy.

Please vote today by returning all proxy cards received.

Read This First

Office of Thrift Supervision Guidance for Accountholders

Your financial institution is in the process of selling stock to the public, in either a mutual-to-stock conversion or a stock issuance by a subsidiary of a mutual holding company. As an accountholder at this institution, you have certain priority subscription rights to purchase stock in the offering. These priority subscription rights are non-transferable. If you subscribe for stock, you will be asked to sign a statement that the purchase is for your own account, and that you have no agreement or understanding regarding the subsequent sale or transfer of any shares you receive.

On occasion, unscrupulous people attempt to persuade accountholders to transfer subscription rights, or to purchase shares in the offering based on the understanding that the shares will subsequently be transferred to others. Such arrangements violate federal regulations. If you participate in these schemes, you are breaking the law and may be subject to prosecution. If someone attempts to persuade you to participate in such a scheme, please contact the Office of Thrift Supervision (OTS) at (202) 906-6202. The OTS is very interested in ensuring that the prohibitions on transfer of subscription rights are not violated.

How will you know if you are being approached illegally? Typically, a fraudulent opportunist will approach you and offer to “loan” you money to purchase a significant amount of stock in the offering. In exchange for that “loan” you most likely will be asked either to transfer control of any stock purchased with that money to an account the other person controls, or sell the stock and give the majority of the profits to the other person. You may be told, untruthfully, that there is no risk to you, that the practice is common, and even if you are caught, that your legal expenses will be covered.

Below is a list of some key concepts that you should keep in mind when considering whether to participate in a mutual-to-stock conversion or stock issuance by a mutual holding company subsidiary. If you have questions, please contact the conversion center listed elsewhere in the literature you are receiving. Alternatively, you can contact us at: ombudsman@ots.treas.gov.

What Investors Need to Know

Key concepts for investors to bear in mind when considering whether to participate in a conversion offering, or a stock offering by a subsidiary of a mutual holding company, include the following:

•

Know the Rules — By law, accountholders cannot sell or transfer their priority subscription rights, or the stock itself, prior to the completion of a financial institution’s conversion. Moreover, accountholders cannot enter into agreements or arrangements to sell or transfer either their subscription rights or the underlying conversion stock.

•

“Neither a Borrower nor a Lender Be” — If someone offers to lend you money so that you can participate — or participate more fully — in a conversion, be extremely wary. Be even more wary if the source of the money is someone you do not know. The loan agreement may make you unable to certify truthfully that you are the true holder of the subscription rights and the true purchaser of the stock and that you have no agreements regarding the sale or transfer of the stock.

•

Watch Out for Opportunists — The opportunist may tell you that he or she is a lawyer — or a consultant or a professional investor or some similarly impressive tale — who has experience with similar mutual conversion transactions. The opportunist may go to extreme lengths to assure you that the arrangement you are entering into is legitimate. They might tell you that they have done scores of these transactions and that this is simply how they work. Or they might downplay the warnings or restrictions in the prospectus or order form, telling you that “everyone” enters into such agreements or that the deal they are offering is legitimate. They may also tell you that you have no risk in the transaction. The cold, hard truth is that these are lies, and if you participate, you are breaking the law.

•

Get the Facts from the Source — If you have any questions about the securities offering, ask the savings bank or savings association for more information. If you have any doubts about a transaction proposed to you by someone else, ask the financial institution whether the proposed arrangement is proper. You may be able to find helpful resources on the institution’s website or by visiting a branch office.

The bottom line for investors is always to remember that if an opportunity sounds too good to be true, it probably is too good to be true.

Home Bank

LOGO

Please Support Us

Vote Your Proxy Card Today

This is not an offer to sell or a solicitation of an offer to buy common stock. The offer is made only by the prospectus.

If you have more than one account, you may have received more than one proxy depending upon the ownership structure of your accounts. Please vote, sign and return all proxy cards that you received.

Home Bancorp, Inc.

, 2008

Dear :

The Boards of Directors of Home Bank and Home Bancorp, Inc. have voted unanimously in favor of a plan of conversion, whereby Home Bank will convert from the mutual to the stock form of organization.

To learn more about the stock offering you are cordially invited to join members of our senior management team at a community meeting to be held on at :00 . , Central time.

A member of our staff will be calling to confirm your interest in attending the meeting.

If you would like additional information regarding the meeting or our conversion, please call our conversion center at - - , Monday through Friday between the hours of 10:00 a.m. to 4:00 p.m., Central time.

Sincerely,

John W. Bordelon

President and Chief Executive Officer

This is not an offer to sell or a solicitation of an offer to buy common stock. The offer is made only by the prospectus.

(Printed by Conversion Center)

Home Bancorp, Inc.

, 2008

Dear Subscriber:

We hereby acknowledge receipt of your order for shares of Home Bancorp, Inc. common stock. If you are issued shares, the shares will be registered as indicated above.

At this time, we cannot confirm the number of shares of Home Bancorp, Inc. common stock that will be issued to you. Following completion of the stock offering, shares will be allocated in accordance with the plan of conversion.

If you have any questions, please call our conversion center at - - , Monday through Friday, between the hours of 10:00 a.m. and 4:00 p.m., Central time.

Home Bancorp, Inc.

Conversion Center

(Printed by Conversion Center)

Home Bancorp, Inc.

, 2008

Dear Shareholder:

Our subscription offering has been completed and we are pleased to confirm your subscription for shares at a price of $10.00 per share. If your subscription was paid for by cash, check, bank draft or money order, interest and any refund due to you will be mailed promptly.

The closing of the transaction occurred on , 2008; this is your stock purchase date. Trading will commence on the Nasdaq Global Market under the symbol “HBCP” on , 2008.

Thank you for your interest in Home Bancorp, Inc. Your stock certificate will be mailed to you shortly.

Home Bancorp, Inc.

Conversion Center

(Printed by Conversion Center)

Home Bancorp, Inc.

, 2008

Dear Interested Investor:

We recently completed our subscription offering. Unfortunately, due to the excellent response from our Eligible Account Holders, stock was not available for our Supplemental Eligible Account Holders, Other Members or community friends. If your subscription was paid for by check, bank draft or money order, a refund of any balance due to you with interest will be mailed promptly.

We appreciate your interest in Home Bancorp, Inc. and hope you become an owner of our stock in the future. The stock is expected to trade on the Nasdaq Global Market under the symbol “HBCP” on , 2008.

Home Bancorp, Inc.

Conversion Center

(Printed by Conversion Center)

Home Bancorp, Inc.

, 2008

Welcome Shareholder:

We are pleased to enclose your stock certificate representing your shares of common stock of Home Bancorp, Inc. Please examine your stock certificate to be certain that it is properly registered. If you have any questions about your certificate, you should contact the Transfer Agent immediately at the following address:

xxxxxx

Attention: xxxx

Street

City, State Zipcode

1 (800) xxx-xxxx

email: xxxx@xxxx.com

Please remember that your certificate is a negotiable security that should be stored in a secure place, such as a safe deposit box or on deposit with your stockbroker.

On behalf of the Board of Directors, officers and employees of Home Bancorp, Inc., I thank you for supporting our offering.

Sincerely,

John W. Bordelon

President and Chief Executive Officer

(Printed by Conversion Center)

Home Bancorp, Inc.

, 2008

Dear Interested Subscriber:

We regret to inform you that Home Bank and Home Bancorp, Inc., the holding company for Home Bank, did not accept your order for shares of Home Bancorp, Inc. common stock in its community offering. This action is in accordance with our plan of conversion, which gives Home Bank and Home Bancorp, Inc. the absolute right to reject the order of any person, in whole or in part, in the community offering.

If your subscription was paid for by check, enclosed is your original check.

Home Bancorp, Inc.

Conversion Center

(Printed by Conversion Center)

Sandler O’Neill & Partners, L. P.

, 2008

To Our Friends:

We are enclosing material in connection with the stock offering by Home Bancorp, Inc., the proposed holding company for Home Bank. Home Bancorp, Inc. is raising capital to support Home Bank’s future growth.

Sandler O’Neill & Partners, L.P. is acting as financial and marketing advisor in connection with the subscription offering, which will conclude at : p.m., Central time, on , 2008. In the event that all the stock is not sold in the subscription and community offering, Sandler O’Neill may form and manage a syndicated community offering to sell the remaining stock.

Members of the general public are eligible to participate. If you have any questions about this transaction, please do not hesitate to call.

Sandler O’Neill & Partners, L.P.

This is not an offer to sell or a solicitation of an offer to buy common stock. The offer is made only by the prospectus.

(Printed by Sandler O’Neill)

Exhibit 99.3

PRO FORMA VALUATION REPORT

HOME BANCORP CORP, INC.

Lafayette, Louisiana

PROPOSED HOLDING COMPANY FOR:

HOME BANK

Lafayette, Louisiana

Dated As Of:

May 16, 2008

Prepared By:

RP ^® Financial, LC.

1700 North Moore Street

Suite 2210

Arlington, Virginia 22209

RP ^® FINANCIAL, LC.

Financial Services Industry Consultants

May 16, 2008

Board of Directors

Home Bank

503 Kaliste Saloom Road

Lafayette, Louisiana 70508

Members of the Board of Directors:

At your request, we have completed and hereby provide an independent appraisal (“Appraisal”) of the estimated pro forma market value of the common stock which is to be issued in connection with the mutual-to-stock conversion transaction described below.

This Appraisal is furnished pursuant to the conversion regulations promulgated by the Office of Thrift Supervision (“OTS”). Specifically, this Appraisal has been prepared in accordance with the “Guidelines for Appraisal Reports for the Valuation of Savings and Loan Associations Converting from Mutual to Stock Form of Organization” as set forth by the OTS, and applicable regulatory interpretations thereof.

Description of Plan of Conversion

The Board of Directors of Home Bank, Lafayette, Louisiana (“Home Bank” or the “Bank”) adopted the plan of conversion on April 3, 2008, incorporated herein by reference. Pursuant to the plan of conversion, the Bank will convert from a federally-chartered savings bank to a federally-chartered stock savings bank and become a wholly-owned subsidiary of Home Bancorp, Inc. (“Home Bancorp” or the “Company”), a newly formed Louisiana corporation. Home Bancorp will offer 100% of its common stock in a subscription offering to Eligible Account Holders, the Employee Stock Ownership Plan (the “ESOP”), Supplemental Eligible Account Holders and Other Members, as such terms are define for purposes of applicable federal regulatory guidelines governing mutual-to-stock conversions. To the extent that shares remain available for purchase after satisfaction of all subscriptions received in the subscription offering, the shares may be offered for sale to members of the general public in a community offering and/or a syndicated community offering. Going forward, Home Bancorp will own 100% of the Bank’s stock, and the Bank will initially be Home Bancorp’s sole subsidiary. A portion of the net proceeds received from the sale of the common stock will be used to purchase all of the then to be issued and outstanding capital stock of the Bank and the balance of the net proceeds will be retained by the Company.


Washington Headquarters
Rosslyn Center		Telephone: (703) 528-1700
1700 North Moore Street, Suite 2210		Fax No.: (703) 528-1788
Arlington, VA 22209		Toll-Free No.: (866) 723-0594
www.rpfinancial.com		E-Mail: mail@rpfinancial.com

Board of Directors

May 16, 2008

Page 2

At this time, no other activities are contemplated for the Company other than the ownership of the Bank, a loan to the newly-formed ESOP and reinvestment of the proceeds that are retained by the Company. In the future, Home Bancorp may acquire or organize other operating subsidiaries, diversify into other banking-related activities, pay dividends or repurchase its stock, although there are no specific plans to undertake such activities at the present time.

RP ^® Financial, LC.

RP ^® Financial, LC. (“RP Financial”) is a financial consulting firm serving the financial services industry nationwide that, among other things, specializes in financial valuations and analyses of business enterprises and securities, including the pro forma valuation for savings institutions converting from mutual-to-stock form. The background and experience of RP Financial is detailed in Exhibit V-1. We believe that, except for the fee we will receive for our appraisal, we are independent of the Bank and the other parties engaged by the Bank to assist in the corporate reorganization and stock issuance process.

Valuation Methodology

In preparing our appraisal, we have reviewed the Bank’s and the Company’s regulatory applications, including the prospectus as filed with the OTS and the Securities and Exchange Commission (“SEC”). We have conducted a financial analysis of the Bank that has included due diligence related discussions with Home Bank’s management; Ernst & Young LLP, the Bank’s independent auditor; Elias, Matz, Tiernan & Herrick, L.L.P., Home Bank’s conversion counsel; and Sandler O’Neill & Partners, L.P., which has been retained as the financial and marketing advisor in connection with the Bank’s stock offering. All conclusions set forth in the Appraisal were reached independently from such discussions. In addition, where appropriate, we have considered information based on other available published sources that we believe are reliable. While we believe the information and data gathered from all these sources are reliable, we cannot guarantee the accuracy and completeness of such information.

We have investigated the competitive environment within which Home Bank operates and have assessed the Bank’s relative strengths and weaknesses. We have monitored all material regulatory and legislative actions affecting financial institutions generally and analyzed the potential impact of such developments on Home Bank and the industry as a whole to the extent we were aware of such matters. We have analyzed the potential effects of the stock conversion on the Bank’s operating characteristics and financial performance as they relate to the pro forma market value of Home Bancorp. We have reviewed the economy and demographic characteristics of the primary market area in which the Bank currently operates. We have compared Home Bank’s financial performance and condition with publicly-traded thrift institutions

Board of Directors

May 16, 2008

Page 3

evaluated and selected in accordance with the Valuation Guidelines, as well as all publicly-traded thrifts and thrift holding companies. We have reviewed conditions in the securities markets in general and the market for thrifts and thrift holding companies, including the market for new issues.

The Appraisal is based on Home Bank’s representation that the information contained in the regulatory applications and additional information furnished to us by the Bank and its independent auditors, legal counsel, investment bankers and other authorized agents are truthful, accurate and complete. We did not independently verify the financial statements and other information provided by the Bank, or its independent auditors, legal counsel, investment bankers and other authorized agents nor did we independently value the assets or liabilities of the Bank. The valuation considers Home Bank only as a going concern and should not be considered as an indication of the Bank’s liquidation value.

Our appraised value is predicated on a continuation of the current operating environment for the Bank and the Company and for all thrifts and their holding companies. Changes in the local and national economy, the federal and state legislative and regulatory environments for financial institutions and mutual holding companies, the stock market, interest rates, and other external forces (such as natural disasters or significant world events) may occur from time to time, often with great unpredictability, and may materially impact the value of thrift stocks as a whole or the Bank’s value alone. It is our understanding that Home Bank intends to remain an independent institution and there are no current plans for selling control of the Bank as a converted institution. To the extent that such factors can be foreseen, they have been factored into our analysis.

The estimated pro forma market value is defined as the price at which the Company’s stock, immediately upon completion of the offering, would change hands between a willing buyer and a willing seller, neither being under any compulsion to buy or sell and both having reasonable knowledge of relevant facts.

Valuation Conclusion

It is our opinion that, as of May 16, 2008, the estimated aggregate pro forma market value of the shares to be issued immediately following the conversion equaled $75,000,000 at the midpoint, equal to 7,500,000 shares offered at a per share value of $10.00. Pursuant to conversion guidelines, the 15% offering range indicates a minimum value of $63,750,000 and a maximum value of $86,250,000. Based on the $10.00 per share offering price determined by the Board, this valuation range equates to total shares outstanding of 6,375,000 at the minimum and 8,625,000 at the maximum. In the event the appraised value is subject to an increase, the aggregate pro forma market value may be increased up to a supermaximum value of $99,187,500 without a

Board of Directors

May 16, 2008

Page 4

resolicitation. Based on the $10.00 per share offering price, the supermaximum value would result in total shares outstanding of 9,918,750.

Limiting Factors and Considerations

The valuation is not intended, and must not be construed, as a recommendation of any kind as to the advisability of purchasing shares of the common stock. Moreover, because such valuation is determined in accordance with applicable OTS regulatory guidelines and is necessarily based upon estimates and projections of a number of matters, all of which are subject to change from time to time, no assurance can be given that persons who purchase shares of common stock in the conversion will thereafter be able to buy or sell such shares at prices related to the foregoing valuation of the estimated pro forma market value thereof. The appraisal reflects only a valuation range as of this date for the pro forma market value of Home Bancorp immediately upon issuance of the stock and does not take into account any trading activity with respect to the purchase and sale of common stock in the secondary market on the date of issuance of such securities or at anytime thereafter following the completion of the public stock offering.

The valuation prepared by RP Financial in accordance with applicable OTS regulatory guidelines was based on the financial condition and operations of Home Bank as of March 31, 2008, the date of the financial data included in the prospectus.

RP Financial is not a seller of securities within the meaning of any federal and state securities laws and any report prepared by RP Financial shall not be used as an offer or solicitation with respect to the purchase or sale of any securities. RP Financial maintains a policy which prohibits RP Financial, its principals or employees from purchasing stock of its financial institution clients.

The valuation will be updated as provided for in the OTS conversion regulations and guidelines. These updates will consider, among other things, any developments or changes in the financial performance and condition of Home Bank, management policies, and current conditions in the equity markets for thrift stocks, both existing issues and new issues. These updates may also consider changes in other external factors which impact value including, but not limited to: various changes in the federal and state legislative and regulatory environments for financial institutions, the stock market and the market for thrift stocks, and interest rates. Should any such new developments or changes be material, in our opinion, to the valuation of the shares, appropriate adjustments to the estimated pro forma market value will be made. The

Board of Directors

May 16, 2008

Page 5

reasons for any such adjustments will be explained in the update at the date of the release of the update.

Respectfully submitted,

RP ^® FINANCIAL, LC.

Ronald S. Riggins

President and Managing Director

Gregory E. Dunn

Director


*RP® Financial, LC.*		*TABLE OF CONTENTS*
		i

TABLE OF CONTENTS

HOME BANCORP, INC.

HOME BANK

Lafayette, Louisiana


DESCRIPTION		PAGE NUMBER

CHAPTER ONE OVERVIEW AND FINANCIAL ANALYSIS

Introduction		I.1
Plan of Conversion		I.1
Strategic Overview		I.2
Balance Sheet Trends		I.5
Income and Expense Trends		I.10
Interest Rate Risk Management		I.15
Lending Activities and Strategy		I.16
Asset Quality		I.19
Funding Composition and Strategy		I.20
Legal Proceedings		I.21

CHAPTER TWO MARKET AREA

Introduction		II.1
National Economic Factors		II.1
Market Area Demographics		II.7
Local Economy		II.9
Unemployment Trends		II.10
Market Area Deposit Characteristics and Competition		II.11

CHAPTER THREE PEER GROUP ANALYSIS

Peer Group Selection		III.1
Financial Condition		III.6
Income and Expense Components		III.9
Loan Composition		III.13
Interest Rate Risk		III.15
Credit Risk		III.15
Summary		III.18


*RP® Financial, LC.*		*TABLE OF CONTENTS*
		ii

TABLE OF CONTENTS

HOME BANCORP, INC.

HOME BANK

Lafayette, Louisiana

(continued)


DESCRIPTION		PAGE NUMBER

CHAPTER FOUR VALUATION ANALYSIS

Introduction		IV.1
Appraisal Guidelines		IV.1
RP Financial Approach to the Valuation		IV.1
Valuation Analysis		IV.2
1. Financial Condition		IV.3
2. Profitability, Growth and Viability of Earnings		IV.4
3. Asset Growth		IV.6
4. Primary Market Area		IV.7
5. Dividends		IV.8
6. Liquidity of the Shares		IV.9
7. Marketing of the Issue		IV.10
A. The Public Market		IV.10
B. The New Issue Market		IV.18
C. The Acquisition Market		IV.21
8. Management		IV.21
9. Effect of Government Regulation and Regulatory Reform		IV.22
Summary of Adjustments		IV.22
Valuation Approaches:		IV.23
1. Price-to-Earnings (“P/E”)		IV.24
2. Price-to-Book (“P/B”)		IV.25
3. Price-to-Assets (“P/A”)		IV.27
Comparison to Recent Offerings		IV.27
Valuation Conclusion		IV.28


*RP® Financial, LC.*		*LIST OF TABLES*
		*iii*

LIST OF TABLES

HOME BANCORP, INC.

HOME BANK

Lafayette, Louisiana


TABLE NUMBER	DESCRIPTION	PAGE
1.1	Historical Balance Sheet Data	I.6
1.2	Historical Income Statements	I.11

2.1	Summary Demographic Data	II.8
2.2	Primary Market Area Employment Sectors	II.10
2.3	Unemployment Trends	II.10
2.4	Deposit Summary	II.12
2.5	Market Area Deposit Competitors	II.13

3.1	Peer Group of Publicly-Traded Thrifts	III.3
3.2	Balance Sheet Composition and Growth Rates	III.7
3.3	Income as a Pct. of Avg. Assets and Yields, Costs, Spreads	III.10
3.4	Loan Portfolio Composition and Related Information	III.14
3.5	Interest Rate Risk Measures and Net Interest Income Volatility	III.16
3.6	Credit Risk Measures and Related Information	III.17

4.1	Market Area Unemployment Rates	IV.8
4.2	Pricing Characteristics and After-Market Trends	IV.19
4.3	Market Pricing Comparatives	IV.20
4.4	Public Market Pricing	IV.26


*RP® Financial, LC.*		*OVERVIEW AND FINANCIAL ANALYSIS*
		*I.1*

I. OVERVIEW AND FINANCIAL ANALYSIS

Introduction

Home Bank (“Home Bank” or the “Bank”), chartered in 1908, is a federally-chartered savings bank headquartered in Lafayette, Louisiana. The Bank serves the Acadiana region of southwestern Louisiana through its main office in Lafayette and eight banking centers. Home Bank also maintains a loan production office in Baton Rouge. A map of the Bank’s branch offices is provided in Exhibit I-1. The Bank is a member of the Federal Home Loan Bank (“FHLB”) system, and its deposits are insured up to the regulatory maximums by the Federal Deposit Insurance Corporation (“FDIC”). At March 31, 2008, the Bank had $430.1 million in assets, $352.1 million in deposits and total equity of $51.4 million, equal to 11.9% of total assets. The Bank’s audited financial statements are incorporated by reference as Exhibit I-2.

Plan of Conversion

On April 3, 2008, the Board of Directors of the Bank adopted a plan of conversion, incorporated herein by reference, in which the Bank will convert from a federally-chartered mutual savings bank to a federally-chartered stock savings bank and become a wholly-owned subsidiary of Home Bancorp, Inc. (“Home Bancorp” or the “Company”), a newly formed Louisiana corporation. Home Bancorp will offer 100% of its common stock to qualifying depositors of Home Bank in a subscription offering and, if necessary, to members of the general public through a community offering and/or a syndicated community offering. Going forward, Home Bancorp will own 100% of the Bank’s stock, and the Bank will initially be Home Bancorp’s sole subsidiary. A portion of the net proceeds received from the sale of common stock will be used to purchase all of the then to be issued and outstanding capital stock of the Bank and the balance of the net proceeds will be retained by the Company.

At this time, no other activities are contemplated for the Company other than the ownership of the Bank, extending a loan to the newly-formed employee stock ownership


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plan (the “ESOP”) and reinvestment of the proceeds that are retained by the Company. In the future, Home Bancorp may acquire or organize other operating subsidiaries, diversify into other banking-related activities, pay dividends or repurchase its stock, although there are no specific plans to undertake such activities at the present time.

Strategic Overview

Home Bank maintains a local community banking emphasis, with a primary strategic objective of meeting the borrowing and savings needs of its local customer base. The Bank has pursued a growth strategy in recent years, in which asset growth has been sustained through loan growth. Retail deposits have been the primary funding source for the Bank’s asset growth. On June 30, 2006, the Bank merged with Crowley Building and Loan Association (“Crowley Building”), which was a mutual association based in Crowley, Louisiana. Crowley is approximately 15 miles west of Lafayette. The merger was accounted for a pooling of interests, which added approximately $34 million and $30 million to the Bank’s assets and deposits, respectively. Crowley Building’s sole office facility was in Crowley, which is now operated as one of the Bank’s nine banking centers.

Historically, Home Bank’s operating strategy has been fairly reflective of a traditional thrift operating strategy in which 1-4 family residential mortgage loans and retail deposits have constituted the principal components of the Bank’s assets and liabilities, respectively. In more recent years, the Bank has pursued a strategy of placing more of an emphasis on diversifying into other types of loans that generally earn higher yields and are more rate sensitive than 1-4 family permanent mortgage loans. Beyond 1-4 family permanent mortgage loans, commercial real estate/multi-family loans constitute the most significant are of lending diversification for the Bank followed by commercial business loans and construction/land loans. Lending diversification for the Bank also includes consumer loans and home equity loans. The Bank’s current strategic plan is to pursue further lending diversification, in which commercial business loans will be emphasized as the primary source of loan growth. Loans secured by commercial real estate are also expected to remain as a significant area of lending


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diversification for the Bank. Pursuant to targeting growth of commercial loans, the Bank is also placing an emphasis on growing commercial deposit accounts through establishing full service banking relationships with its commercial borrowers.

Investments serve as a supplement to the Bank’s lending activities and the investment portfolio is considered to be indicative of a low risk investment philosophy. Mortgage-backed securities comprise the largest concentration of the investment portfolio, with other investments consisting of U.S. Government and agency securities, municipal bonds and FHLB stock. Home Bank’s investments also include cash invested at other ATM locations, pursuant to which the Bank has entered into contracts with various counterparties to provide cash for ATMs at approximately 900 locations throughout the United States. Home Bank earns interest on the outstanding ATM funding commitments at a rate tied to the prime rate and funds the commitments with overnight FHLB advances. At March 31, 2008, the Bank had commitments to fund up to a maximum of $23 million at any point in time. Home Bank retains ownership of the cash in the ATMs at all times.

The Bank’s lending and investment strategies have supported management of credit risk exposure, as evidenced by favorable credit quality measures for non-performing assets and credit quality related losses. Home Bank is not a subprime lender and does not hold any investments in high risk collateralized debt obligations (“CDOs”).

Retail deposits have consistently served as the primary interest-bearing funding source for the Bank. Transaction and savings accounts constitute almost half of the Bank’s deposits, reflecting the Bank’s emphasis on marketing and cross-selling those accounts and, in particular, developing full servicing banking relationships with its commercial loan customers. Transaction and savings account deposits have constituted the primary source of the Bank’s deposit growth in recent years. The Bank utilizes borrowings as a supplemental funding source to facilitate management of funding costs and interest rate risk. As noted previously, overnight FHLB advances are used to fund a portion of the outstanding balance of cash invested at other ATM locations.


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Home Bank’s earnings base is largely dependent upon net interest income and operating expense levels. Overall, the Bank’s operating strategy has provided for a relatively strong net interest margin; which has been supported by sustaining balance sheet growth primarily through loan growth, including growth of higher yielding types of loans, and maintenance of a relatively high concentration of deposits in lower yielding transaction and saving account deposits. Operating expenses have also generally been maintained at a relatively high level, which is also related to implementation of an operating strategy that that has required building staff to grow and service a diversified loan portfolio. Likewise, the Bank’s funding composition would also tend to place upward pressure on the operating expense ratio, given that transaction and savings account deposits are more costly to service than time deposits and borrowings. Revenues derived from non-interest income sources have been a fairly substantive and stable contributor to the Bank’s core earnings base, with such income consisting mostly of service fees and charges generated from transaction deposit accounts.

The post-offering business plan of the Bank is expected to continue to focus on operating and growing a profitable institution serving retail customers and small businesses in local markets. Accordingly, Home Bank will continue to be an independent community-oriented financial institution with a commitment to meeting the retail and commercial banking needs of individuals and businesses in south central Louisiana. In addition, the Bank’s business plan is to implement strategies that will facilitate growth of its franchise and increase earnings.

The Bank’s Board of Directors has elected to complete a mutual-to-stock conversion to improve the competitive position of Home Bank. The capital realized from the stock offering will increase the operating flexibility and overall financial strength of Home Bank. The additional capital realized from stock proceeds will increase liquidity to support funding of future loan growth and other interest-earning assets. Home Bank’s higher capital position resulting from the infusion of stock proceeds will also serve to reduce interest rate risk, particularly through enhancing the Bank’s interest-earning-assets-to-interest-bearing-liabilities (“IEA/IBL”) ratio. The additional funds realized from the stock offering will provide an alternative funding source to deposits


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and borrowings in meeting the Bank’s future funding needs, which may facilitate a reduction in Home Bank’s funding costs. Additionally, Home Bank’s higher equity-to-assets ratio will also better position the Bank to take advantage of expansion opportunities as they arise. Such expansion would most likely occur through the establishment or acquisition of additional banking offices or customer facilities that would provide for further penetration in the markets currently served by the Bank or nearby surrounding markets. At this time the Bank is currently building a branch office in Baton Rouge, with a scheduled opening by September 2008 and is pursuing opportunities to open another branch by the end of 2008. The Bank will also be better positioned to pursue growth through acquisition of other financial service providers following the stock offering, given its strengthened capital position and its ability to offer stock as consideration. At this time, the Bank has no specific plans for expansion other than through establishing additional branches. The projected uses of proceeds are highlighted below.

•

Home Bancorp, Inc. The Company is expected to retain up to 50% of the net offering proceeds. At present, funds at the Company level, net of the loan to the ESOP, are expected to be primarily invested initially into short-term investment grade securities. Over time, the funds may be utilized for various corporate purposes, possibly including acquisitions, infusing additional equity into the Bank, repurchases of common stock, and the payment of regular and/or special cash dividends.

•

Home Bank. Approximately 50% of the net stock proceeds will be infused into the Bank in exchange for all of the Bank’s newly issued stock. Cash proceeds (i.e., net proceeds less deposits withdrawn to fund stock purchases) infused into the Bank are anticipated to become part of general operating funds, and are expected to be primarily utilized to fund loan growth.

Overall, it is the Bank’s objective to pursue growth that will serve to increase returns, while, at the same time, growth will not be pursued that could potentially compromise the overall risk associated with Home Bank’s operations.

Balance Sheet Trends

Table 1.1 shows the Bank’s historical balance sheet data for the past five and one-quarter years. From year end 2003 through March 31, 2008, Home Bank’s assets


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Table 1.1

Home Bank

Historical Balance Sheet Data


	At Year Ened December 31,																				At March 31,				12/31/03- 3/31/08 Annual. Growth Rate
	2003				2004				2005				2006				2007				2008				12/31/03- 3/31/08 Annual. Growth Rate
	Amount		Pct(1)		Amount		Pct(1)		Amount		Pct(1)		Amount		Pct(1)		Amount		Pct(1)		Amount		Pct(1)		Pct
	($000)		(%)		($000)		(%)		($000)		(%)		($000)		(%)		($000)		(%)		($000)		(%)		(%)
Total Amount of:
Assets	$	342,593	100.00	%	$	346,026	100.00	%	$	370,413	100.00	%	$	400,484	100.00	%	$	422,351	100.00	%	$	430,053	100.00	%	5.50	%
Cash and cash equivalents		19,013	5.55	%		9,943	2.87	%		16,213	4.38	%		27,399	6.84	%		11,746	2.78	%		13,169	3.06	%	-8.28	%
Certificate of deposit in other institutions		695	0.20	%		497	0.14	%		4,060	1.10	%		3,169	0.79	%		3,267	0.77	%		2,970	0.69	%	40.74	%
Cash invested at other ATM locations		9,714	2.84	%		11,612	3.36	%		14,526	3.92	%		13,714	3.42	%		17,143	4.06	%		18,262	4.25	%	16.01	%
Investment securities		23,882	6.97	%		6,040	1.75	%		8,905	2.40	%		3,099	0.77	%		3,139	0.74	%		3,158	0.73	%	-37.88	%
Mortgage-backed securities		74,365	21.71	%		75,815	21.91	%		66,173	17.86	%		56,242	14.04	%		58,549	13.86	%		63,375	14.74	%	-3.69	%
Loans receivable, net		198,595	57.97	%		225,410	65.14	%		246,225	66.47	%		281,258	70.23	%		306,268	72.52	%		305,815	71.11	%	10.69	%
Mortgage loans, available for sale		2,160	0.63	%		2,180	0.63	%		215	0.06	%		1,605	0.40	%		1,175	0.28	%		1,639	0.38	%	-6.29	%
FHLB Stock		1,946	0.57	%		2,164	0.63	%		1,259	0.34	%		892	0.22	%		944	0.22	%		1,329	0.31	%	-15.65	%
Bank-Owned Life Insurance		0	0.00	%		0	0.00	%		0	0.00	%		0	0.00	%		5,007	1.19	%		5,071	1.18	%	NM
Deposits	$	273,978	79.97	%	$	278,002	80.34	%	$	308,396	83.26	%	$	346,250	86.46	%	$	353,536	83.71	%	$	352,128	81.88	%	6.18	%
FHLB advances		30,390	8.87	%		26,993	7.80	%		17,484	4.72	%		5,435	1.36	%		16,883	4.00	%		23,370	5.43	%	-12.92	%
Equity	$	35,946	10.49	%	$	38,575	11.15	%	$	41,487	11.20	%	$	45,856	11.45	%	$	49,383	11.69	%	$	51,371	11.95	%	7.76	%
Loans/Deposits			72.49	%			81.08	%			79.84	%			81.23	%			86.63	%			86.85	%
Full Service Banking Offices Open		7				7				8				9				9				9

(1)	Ratios are as a percent of ending assets.

Sources:

Home Bank’s prospectus, audited and unaudited financial statements and RP Financial calculations.


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increased at a 5.5% annual rate. Asset growth was largely sustained by loan growth, which was primarily funded with deposit growth. A summary of Home Bank’s key operating ratios for the past fiscal years is presented in Exhibit I-3.

Home Bank’s loans receivable portfolio increased at a 10.7% annual rate from year end 2003 through March 31, 2008, with the loan portfolio exhibiting positive growth through 2007 followed by a slight decline in the first quarter of 2008. The Bank’s stronger loan growth rate compared to its asset growth rate served to increase the loans-to-assets ratio from 58.0% at year end 2003 to 71.1% at March 31, 2008. While 1-4 family permanent mortgage loans represent the largest concentration in the Bank’s loan portfolio, Home Bank’s emphasis on implementation of a diversified lending strategy is evidenced by recent trends in the loan portfolio. Trends in the Bank’s loan portfolio composition over the past five and one-quarter years show that the concentration of 1-4 family loans comprising total loans decreased from 54.6% of total loans at year end 2003 to 42.6% of total loans at March 31, 2008. The decrease in the ratio of 1-4 family loans comprising total loans since year end 2003 was the result of comparatively stronger growth of other areas of lending, which was in part related to the Bank’s general philosophy of selling longer term 1-4 family fixed rate loans for purposes of interest rate risk management. Since fiscal year end 2003, lending diversification by the Bank has been mostly in the areas of commercial real estate loans and commercial business loans. From year end 2003 through March 31, 2008, commercial real estate loans (inclusive of multi-family loans) increased from 17.5% to 25.5% of total loans and commercial business loans increased from 6.0% to 11.3% of total loans. Other areas of lending diversification for Home Bank include construction and land loans which decreased from 10.2% to 8.7% of total loans from year end 2003 through March 31, 2008, home equity loans and lines of credit which increased from 7.0% of total loans at year end 2003 to 7.4% of total loans at March 31, 2008, and consumer loans which decreased from 4.8% of total loans at year end 2003 to 4.5% of total loans at March 31, 2008.

The intent of the Bank’s investment policy is to provide adequate liquidity and to generate a favorable return within the context of supporting Home Bank’s overall credit


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and interest rate risk objectives. It is anticipated that proceeds retained at the holding company level will primarily be invested into investments with short-term maturities. Over the past five and one-quarter years, the Bank’s level of cash and investment securities (inclusive of FHLB stock) ranged from a high of 37.8% of assets at year end 2003 to a low of 22.4% of assets at year end 2007. Cash and investments equaled 23.8% of total assets at March 31, 2008. The general downward trend in the level of cash and investments maintained by the Bank reflects the redeployment of liquidity and cash flow realized from maturing or the sale of investments into loan growth. Mortgage-backed securities comprise the most significant component of the Bank’s investment holdings, with the portfolio consisting substantially of mortgage-pass-through certificates that are guaranteed or insured by Government Sponsored Enterprises (“GSEs”). On a more limited basis, the mortgage-backed securities portfolio includes mortgage pass-through certificates of private issuers. Mortgage-backed securities are generally purchased as a means to deploy excess liquidity at more favorable yields than other investment alternatives that are consistent with Home Bank’s investment philosophy. As of March 31, 2008, the mortgage-backed securities portfolio totaled $63.4 million or 14.7% of assets, versus a peak balance of $75.8 million or 21.9% of assets at year end 2004. Of the $63.4 million of mortgage-backed securities maintained at March 31, 2008, $54.8 million of the portfolio consisted of securities that were guaranteed or insured by GSEs and the remaining $8.5 million were private issues. Mortgage-backed securities maintained as available for sale equaled $60.0 million at March 31, 2008, with the remaining $3.4 million of the portfolio maintained as held to maturity. As of March 31, 2008, the net unrealized gain on the available for sale mortgage-backed securities portfolio equaled $1.5 million.

Beyond the Bank’s investment in mortgage-backed securities, investment securities held by the Bank at March 31, 2008 consisted of U.S. Government and agency securities ($2.0 million), municipal bonds ($1.1 million) and FHLB stock ($1.3 million). As of March 31, 2008, U.S. Government and agency securities were maintained as available for sale and municipal bonds were maintained as held to maturity. As of March 31, 2008, the net unrealized gain on the portfolio of U.S. Government and agency securities equaled $19,000. Exhibit I-4 provides historical


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detail of the Bank’s investment and mortgage-backed securities portfolios. The Bank also held short-term funds totaling $34.4 million or 8.0% of assets at March 31, 2008, which consisted of $13.2 million of cash and cash equivalents, $3.0 million of certificates of deposit (CDs) held in other financial institutions and $18.3 million of cash invested at other ATM locations.

The Bank also maintains an investment in bank-owned life insurance (“BOLI”) policies, which cover the lives of three of the Bank’s executives The purpose of the investment is to provide funding for the benefit plans of the covered individuals. The life insurance policies earn tax-exempt income through cash value accumulation and death proceeds. As of March 31, 2008, the cash surrender value of the Bank’s BOLI equaled $5.1 million.

Over the past five and one-quarter years, Home Bank’s funding needs have been largely addressed through retail deposits and internal cash flows, with supplemental funding provided by borrowings and retained earnings. From year end 2003 through March 31, 2008, the Bank’s deposits increased at an annual rate of 6.2%. Positive deposit growth was sustained from year end 2003 through year end 2007, which was followed by a slight decline in deposits in the first quarter of 2008. The most significant deposit growth occurred during the 2004 and 2005 period. Deposits as a percent of assets ranged from a low of 80.0% at year end 2003 to a high of 86.5% at year end 2006. As of March 31, 2008, the Bank’s deposits totaled $352.1 million or 81.9% of assets. In comparison to the deposit base of a traditional thrift, the Bank’ maintains a relatively high concentration of deposits in core transaction and savings account deposits. Core deposits comprised 51.3% of the Bank’s deposits at March 31, 2008, versus 45.2% of total deposits at year end 2005. A comparatively strong growth rate for the Bank’s transaction and savings account deposits facilitated the increase in the concentration of core deposits comprising total deposits since year end 2005.

Borrowings serve as an alternative funding source for the Bank to address funding needs for growth and to support management of deposit costs and interest rate risk. One of the Bank’s primary utilization of borrowings has been to use overnight FHLB advances to fund cash invested at other ATM locations. Over the past five and


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one-quarter years, the Bank’s borrowings ranged from a high of $30.4 million or 8.9% of assets at year end 2003 to a low of $5.4 million or 1.4% of assets at year end 2006. Borrowings held by the Bank at March 31, 2008 totaled $23.4 million or 5.4% of assets. FHLB advances have typically been the only source of borrowings utilized by the Bank over the past five and one-quarter years, consisting of a mix of overnight advances and longer term advances with original maturity dates that are generally in the one to five year range.

Since year end 2003, retention of earnings and the adjustment for accumulated other comprehensive income translated into an annual capital growth rate of 7.8% for the Bank. Capital growth outpaced the Bank’s asset growth rate, as Home Bank’s equity-to-assets ratio increased from 10.5% at year end 2003 to 11.9% at March 31, 2008. All of the Bank’s capital is tangible capital, and the Bank maintained capital surpluses relative to all of its regulatory capital requirements at March 31, 2008. The addition of stock proceeds will serve to strengthen the Bank’s capital position, as well as support growth opportunities. At the same time, as the result of the significant increase that will be realized in the Bank’s pro forma capital position, Home Bank’s ROE can be expected to initially decline from current returns

Income and Expense Trends

Table 1.2 shows the Bank’s historical income statements for the past five and one-quarter years. The Bank reported positive earnings over the past five years, ranging from a low of 0.80% of average assets during 2004 to a high of 1.03% of average assets during fiscal 2006. For the twelve months ended March 31, 2008, the Bank reported net income of $3.4 million or 0.81% of average assets. Net interest income and operating expenses represent the primary components of the Bank’s earnings. Other revenues for the Bank largely are derived from customer service fees and charges, which have been a growing contributor to the Bank’s earnings. Favorable credit quality has served to limit the amount of loan loss provisions the Bank established over the past five and one-quarter years. Gains and losses from the sale of loans and


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investments have typically been a relatively minor factor in the Bank’s earnings over the past five and one-quarter years.

Table 1.2

Home Bank

Historical Income Statements


	For the Year Ended December 31,																									For the 12 months Ended 3/31/08
	2003					2004					2005					2006					2007					Amount			Pct(1)
	Amount			Pct(1)		Amount			Pct(1)		Amount			Pct(1)		Amount			Pct(1)		Amount			Pct(1)		Amount			Pct(1)
	($000)			(%)		($000)			(%)		($000)			(%)		($000)			(%)		($000)			(%)		($000)			(%)
Interest income	$	16,482		5.19	%	$	17,404		5.03	%	$	19,382		5.39	%	$	22,808		5.84	%	$	24,962		6.16	%	$	25,309		6.08	%
Interest expense		(6,074	)	-1.91	%		(5,398	)	-1.56	%		(6,452	)	-1.79	%		(8,215	)	-2.10	%		(9,908	)	-2.44	%		(10,070	)	-2.42	%

Net interest income	$	10,408		3.27	%	$	12,006		3.47	%	$	12,930		3.60	%	$	14,593		3.74	%	$	15,054		3.70	%	$	15,239		3.65	%
Provision for loan losses		(135	)	-0.04	%		(311	)	-0.09	%		(252	)	-0.07	%		(260	)	-0.07	%		(420	)	-0.10	%		(353	)	-0.08	%

Net interest income after provisions	$	10,273		3.23	%	$	11,695		3.38	%	$	12,678		3.53	%	$	14,333		3.67	%	$	14,634		3.61	%	$	14,886		3.58	%
Other operating income	$	1,629		0.51	%	$	1,851		0.53	%	$	2,551		0.71	%	$	2,718		0.70	%	$	2,835		0.70	%	$	3,039		0.73	%
Operating expense		(8,624	)	-2.71	%		(9,642	)	-2.79	%		(10,134	)	-2.82	%		(10,686	)	-2.74	%		(13,067	)	-3.22	%		(13,467	)	-3.24	%

Net operating income	$	3,278		1.03	%	$	3,904		1.13	%	$	5,095		1.42	%	$	6,365		1.63	%	$	4,402		1.09	%	$	4,458		1.07	%
Non-Operating Income
Gain(loss) on sale of loans	$	903		0.28	%	$	287		0.08	%	$	236		0.07	%	$	235		0.06	%	$	312		0.08	%	$	314		0.08	%
Gain(loss) on sale of real estate owned		0		0.00	%		5		0.00	%		0		0.00	%		0		0.00	%		(4	)	0.00	%		(4	)	0.00	%
Gain(loss) on sale of securities		0		0.00	%		0		0.00	%		0		0.00	%		(504	)	-0.13	%		0		0.00	%		0		0.00	%

Net non-operating income	$	903		0.28	%	$	292		0.08	%	$	236		0.07	%		($269	)	-0.07	%	$	308		0.08	%	$	310		0.07	%
Net income before tax	$	4,181		1.32	%	$	4,196		1.21	%	$	5,331		1.48	%	$	6,096		1.56	%	$	4,710		1.16	%	$	4,768		1.15	%
Income tax provision		(1,416	)	-0.45	%		(1,427	)	-0.41	%		(1,808	)	-0.50	%		(2,073	)	-0.53	%		(1,387	)	-0.34	%		(1,407	)	-0.34	%

Net income (loss)	$	2,765		0.87	%	$	2,769		0.80	%	$	3,523		0.98	%	$	4,023		1.03	%	$	3,323		0.82	%	$	3,361		0.81	%
Adjusted Earnings
Net income	$	2,765		0.87	%	$	2,769		0.80	%	$	3,523		0.98	%	$	4,023		1.03	%	$	3,323		0.82	%	$	3,361		0.81	%
Add(Deduct): Net gain/(loss) on sale		(903	)	-0.28	%		(292	)	-0.08	%		(236	)	-0.07	%		269		0.07	%		(308	)	-0.08	%		(310	)	-0.07	%
Tax effect (2)		307		0.10	%		99		0.03	%		80		0.02	%		(91	)	-0.02	%		105		0.03	%		105		0.03	%

Adjusted earnings	$	2,169		0.68	%	$	2,576		0.74	%	$	3,367		0.94	%	$	4,201		1.08	%	$	3,120		0.77	%	$	3,156		0.76	%
Expense Coverage Ratio (3)		1.21					1.25					1.28					1.37					1.15					1.13
Efficiency Ratio (4)		71.7	%				69.6	%				65.5	%				61.7	%				73.1	%				74.0	%

(1)	Ratios are as a percent of average assets.

(2)	Assumes a 34.0% effective tax rate.

(3)	Expense coverage ratio calculated as net interest income before provisions for loan losses divided by operating expenses.

(4)	Efficiency ratio calculated as operating expenses divided by the sum of net interest income before provisions for loan losses plus other income (excluding net gains).

Sources: Home Bank’s prospectus, audited & unaudited financial statements and RP Financial calculations.


*RP® Financial, LC.*		*OVERVIEW AND FINANCIAL ANALYSIS*
		*I.12*

Over the past five and one-quarter years, the Bank’s net interest income to average assets ratio ranged from a low of 3.27% during 2003 to a high of 3.74% during 2006. The positive trend in the Bank’s net interest income ratio from 2003 through 2006 was supported by a slightly higher interest rate spread in 2004 and 2006 and an increase in the concentration of non-interest bearing demand deposits comprising total deposits over the four year period. The increase in the interest rate spread in 2004 resulted from a more significant decrease in the overall rate paid on funding liabilities relative to the decrease in the overall yield earned on interest-earning assets, while the increase in the interest rate spread in 2006 resulted from a more significant increase in the overall yield earned on interest-earning assets relative to the increase in the overall rate paid on funding liabilities. The positive yield trend in 2005 and 2006 was facilitated by a shift in the Bank’s interest-earning asset composition towards a higher concentration of loans, including growth of higher yielding types of loans which increased as a percent of total loans outstanding during the four year period. Comparatively, the decrease in the Bank’s net interest income ratio during 2007 and for the twelve months ended March 31, 2008 resulted from a slightly narrower interest rate spread and a slight decrease in the concentration of non-interest bearing demand deposits comprising total deposits. The Bank’s interest rate spreads and yields and costs for the past five and one-quarter years are set forth in Exhibits I-3 and I-5.

Non-interest operating income has been a fairly stable contributor to the Bank’s earnings over the past five and one-quarter years, ranging from a low of 0.51% of average assets during 2003 to a high of 0.73% of average assets during the twelve months ended March 31, 2007. Customer service fees and charges constitute the largest source of non-interest operating income for the Bank, with other non-interest operating revenues derived from income earned on BOLI and miscellaneous other revenue sources. The significant contribution realized from service fees and charges to non-interest operating income is supported by the Bank’s relatively high concentration of deposits maintained in transaction deposits.


*RP® Financial, LC.*		*OVERVIEW AND FINANCIAL ANALYSIS*
		*I.13*

Operating expenses represent the other major component of the Bank’s earnings, ranging from a low of 2.71% of average assets during 2003 to a high of 3.24% of average assets during the twelve months ended March 31, 2008. The spike up in the Bank’s operating expenses during 2007, which carried over into the most recent twelve month period, was largely attributable to certain additional expenses that were incurred during 2007 including higher than normal charitable contributions and the funding of a benefit plan. The Bank also added staff during to facilitate implementation of planned growth strategies. Overall, the Bank has maintained a relatively high level of operating expenses, which is indicative of the higher staffing needs associated with sustaining asset growth through growth of a diversified loan portfolio. Likewise, the higher staffing needs associated with generating and service transaction and saving account deposits, which comprise a relatively high percentage of the Bank’s deposit composition, have also been a factor in the relatively high level of operating expenses maintained by the Bank. Upward pressure will be placed on the Bank’s expense ratio following the stock offering, due to expenses associated with operating as a publicly-traded company, including expenses related to the stock benefit plans. At the same time, the increase in capital realized from the stock offering will increase the Bank’s capacity to leverage operating expenses through pursuing a more aggressive growth strategy.

Overall, the general trends in the Bank’s net interest margin and operating expense ratio since 2003 reflect a slight decrease in core earnings, as indicated by the Bank’s expense coverage ratio (net interest income divided by operating expenses). Home Bank’s expense coverage ratio equaled 1.21 times during 2003, versus a ratio of 1.13 times during the twelve months ended March 31, 2008. The decrease in the expense coverage ratio resulted from a more significant increase in the operating expense ratio compared to the increase in the net interest income ratio, which was in part related to the additional operating expenses that were recorded by the Bank during 2007 and for the twelve months ended March 31, 2008. Similarly, Home Bank’s efficiency ratio (operating expenses, net of amortization of intangibles, as a percent of the sum of net interest income and other operating income) of 71.7% during 2003 was slightly more favorable than the efficiency ratio of 74.0% for the twelve months ended March 31, 2008.


*RP® Financial, LC.*		*OVERVIEW AND FINANCIAL ANALYSIS*
		*I.14*

Over the past five and one-quarter years, maintenance of generally favorable credit quality measures has generally served to limit the amount of loss provisions established during the period. Loan loss provisions established by the Bank ranged from a low of 0.04% of average assets during 2003 to a high of 0.10% of average assets during 2007. The higher loan loss provisions established during 2007 were in part related to an adjustment in the calculation of the loan loss reserve. For the twelve months ended March 31, 2008, loan loss provisions established equaled $353,000 or 0.08% of average assets. As of March 31, 2008, the Bank maintained valuation allowances of $2.3 million, equal to 0.75% of net loans receivable and 170.7% of non-performing loans. Exhibit I-6 sets forth the Bank’s loan loss allowance activity during the past five fiscal years.

Non-operating income over the past five and one-quarter years has consisted primary of loan sale gains, and, to a lesser extent, gains and losses on the sale of real estate owned and a loss on the sale of securities. Overall, the net earnings impact of non-operating income ranged from a loss of 0.07% of average assets in 2006 to a gain of 0.28% of average assets in 2003. For the twelve months ended March 31, 2008, the Bank recorded net gains equal to $310,000 or 0.07% of average assets. Loan sale gains reflect the sale of fixed rate loans for purposes of interest rate risk management. Loans are sold both on a servicing retained and servicing released basis. In 2006, the Bank restructured its investment portfolio in connection with the Crowley Building merger, which resulted in a $504,000 loss on the sale of securities. Gains and losses from sale of real estate owned were a very nominal factor in the Bank’s earnings over the past five and one-quarter years. The gains and losses realized from the sale of investment securities and real estate owned are viewed as non-recurring income items, while gains generated from the sale of fixed rate loans have been an ongoing activity for the Bank. However, gains realized through secondary market activities are subject to a certain degree of volatility as well, given the dependence of such gains on the interest rate environment and the strength of the regional housing market.


*RP® Financial, LC.*		*OVERVIEW AND FINANCIAL ANALYSIS*
		*I.15*

The Bank’s effective tax rate ranged from a low of 29.45% during 2007 to a high of 34.01% during 2006. As set forth in the prospectus, the Bank’s marginal effective statutory tax rate is 34.0%.

Interest Rate Risk Management

The Bank’s balance sheet is liability-sensitive in the short-term (less than one year) and, thus, the net interest margin will typically be adversely affected during periods of rising and higher interest rates, as well as in the interest rate environment that generally prevailed during 2006 and the first nine months of 2007, in which the yield curve was flat or inverted. As of March 31, 2008 the Bank’s Net Portfolio Value (“NPV”) analysis indicated that a 2.0% instantaneous and sustained increase in interest rates would result in a 10% decline in the Bank’s NPV (see Exhibit I-7).

The Bank pursues a number of strategies to manage interest rate risk, particularly with respect to seeking to limit the repricing mismatch between interest rate sensitive assets and liabilities. The Bank manages interest rate risk from the asset side of the balance sheet through selling originations of longer term fixed rate loans to the secondary market, maintaining investment securities as available for sale, emphasizing investment in adjustable rate mortgage-backed securities, holding investments in rate sensitive instruments with a high degree of liquidity, and diversifying into other types of lending beyond 1-4 family permanent mortgage loans which consists primarily of shorter term fixed rate loans or adjustable rate loans. As of March 31, 2008, of the Bank’s total loans due after March 31, 2009, ARM loans comprised 19.8% of those loans (see Exhibit I-8). On the liability side of the balance sheet, management of interest rate risk has been pursued through utilizing fixed rate FHLB advances with terms out to five years, extending CD maturities through offering attractive rates on certain longer term CDs and through maintaining a high concentration of deposits in lower costing and less interest rate sensitive transaction and savings accounts. Transaction and savings accounts comprised 51.3% of the Bank’s deposits at March 31, 2008.

The infusion of stock proceeds will serve to further limit the Bank’s interest rate risk exposure, as most of the net proceeds will be redeployed into interest-earning


*RP® Financial, LC.*		*OVERVIEW AND FINANCIAL ANALYSIS*
		*I.16*

assets and the increase in the Bank’s capital position will lessen the proportion of interest rate sensitive liabilities funding assets.

Lending Activities and Strategy

Home Bank’s lending activities have traditionally emphasized 1-4 family permanent mortgage loans and such loans continue to comprise the largest component of the Bank’s loan portfolio. Beyond 1-4 family loans, lending diversification by the Bank has emphasized commercial real estate/multi-family loans followed by commercial business loans. Other areas of lending diversification for the Bank include construction, land, home equity and consumer loans. Going forward, the Bank’s lending strategy is to continue to emphasize diversification of the loan portfolio, particularly with respect to growth of commercial business loans. The origination of 1-4 family permanent mortgage loans is expected to remain an active area of lending for the Bank, although growth of the 1-4 family loan portfolio will be substantially limited as new loan production will be offset by loan sales of most fixed rate originations and repayments on the existing portfolio. Exhibit I-9 provides historical detail of Home Bank’s loan portfolio composition over the past five and one-quarter years and Exhibit I-10 provides the contractual maturity of the Bank’s loan portfolio by loan type as of March 31, 2008.

Home Bank offers both fixed rate and adjustable rate 1-4 family permanent mortgage loans. Loans are underwritten to secondary market guidelines, as the Bank’s general practice has been to sell most originations of longer term fixed rate loans. Loans are sold on both a servicing retained and servicing released basis. ARM loans offered by the Bank have initial repricing terms of one or five years and are indexed to the one year rate for U.S. Treasury notes After the initial repricing period, ARM loans convert to a one-year ARM loan for the balance of the mortgage term. Fixed rate loans are offered for terms of 15 or 30 years. Residential loans are generated through Bank’s in-house lending staff and are substantially secured by properties in the Bank’s primarily lending area of south central Louisiana. As of March 31, 2008, the Bank’s outstanding balance of 1-4 family loans equaled $131.3 million or 42.6% of total loans outstanding.


*RP® Financial, LC.*		*OVERVIEW AND FINANCIAL ANALYSIS*
		*I.17*

The Bank’s home equity lending activities include home equity loans and home equity lines of credit. Home equity loans are amortizing loans with terms of up to 15 years, which may include a shorter term balloon provision, and generally have a fixed interest rate. Home equity lines of credit are tied to the prime rate and are offered for terms of up to three years. The Bank will originate home equity loans and lines of credit up to a maximum loan-to value (“LTV”) ratio of 90.0%, inclusive of other liens on the property. As of March 31, 2008, the Bank’s outstanding balance of home equity loans and home equity lines of credit equaled $22.7 million or 7.4% of total loans outstanding.

Construction loans originated by the Bank consist substantially of loans to finance the construction of 1-4 family residences. The Bank’s 1-4 family construction lending activities consist primarily of loans that are extended to contractors and builders to finance the construction of single-family homes and subdivisions. Residential development loans are offered for terms of up to 24 months and up to a LTV ratio of 80.0%. At Mach 31, 2008, Home Bank’s five largest construction/development loans amounted to $1.0 million, $733,000, $630,000, $567,000 and $518,000, respectively. Each of those loans were performing according to its original terms at March 31, 2008. To a lesser extent, the Bank’s construction lending activities include loans for the construction of commercial real estate. Commercial real estate construction loans are typically originated as construction/permanent loans. Commercial real estate construction loans require payment of interest only during the construction period, which is typically a six to twelve month term. Land loans consist substantially of properties that will be used for residential development. Land loans are fixed rate loans and are offered for terms of up to 10 years and may include a shorter term balloon provision of three or five years. Land loans are typically extended up to a LTV ratio of 65.0%. As of March 31, 2008, Home Bank’s outstanding balance of construction and land loans equaled $26.8 million or 8.7% of total loans outstanding, consisting of $21.0 million of construction loans and $5.8 million of land loans.

The balance of the mortgage loan portfolio consists of commercial real estate and multi-family loans, which are collateralized by properties in the Bank’s regional lending area of south central Louisiana. Home Bank originates commercial real estate


*RP® Financial, LC.*		*OVERVIEW AND FINANCIAL ANALYSIS*
		*I.18*

and multi-family loans up to a maximum LTV ratio of 80.0% and requires a minimum debt-coverage ratio of 1.25 times. Commercial real estate and multi-family loans are offered as fixed rate or adjustable rate loans, with amortization terms of up to 20 years. Most of the Bank’s commercial real estate financing have 15 year amortization terms and most fixed rate loans have a three or five year balloon provision. Properties securing the commercial real estate and multi-family loan portfolio include office buildings, strip shopping centers, industrial use buildings, churches and apartment buildings. As of March 31, 2008, the Bank’s largest outstanding commercial real estate/multi-family loans were $4.6 million, $4.0 million, $3.0 million, $2.8 million and $1.7 million and all such loans were performing in accordance with all their terms. As of March 31, 2008, the Bank’s outstanding balance of commercial real estate and multi-family loans totaled $78.8 million equal to 25.5% of total loans outstanding.

Home Bank’s diversification into non-mortgage loans consists primarily of commercial business loans and, to a lesser extent, consumer loans. The commercial business loan portfolio is generated through extending loans to companies operating in the local market area. Commercial business loans offered by the Bank consist of fixed rate term loans and floating rate lines of credit indexed to the prime rate and generally have terms of five years or less but may go up to seven years. The commercial business loan portfolio consists substantially of secured loans. At March 31, 2008, Home Bank’s five largest commercial loans had outstanding balances of $3.5 million, $1.7 million, $1.3 million, $1.1 million and $1.1 million. For the five and one-quarter years ended March 31, 2008, Home Bank has charged-off an aggregate of $62,000 in commercial business loans. Expansion of commercial business lending activities is an area of lending emphasis for the Bank, pursuant to which the Bank is seeking to become a full service community bank to its commercial loan customers through offering a full range of commercial loan products that can be packaged with lower cost commercial deposit products. As of March 31, 2008, Home Bank’s outstanding balance of commercial business loans equaled $34.9 million or 11.3% of total loans outstanding.

Beyond home equity loans, the Bank’s consumer lending activities have been somewhat of a limited area of lending diversification. The consumer loan portfolio


*RP® Financial, LC.*		*OVERVIEW AND FINANCIAL ANALYSIS*
		*I.19*

consists of various types of installment loans, loans secured by deposits and unsecured personal loans. As of March 31, 2008, the Bank’s outstanding balance of consumer loans (excluding home equity loans) equaled $14.0 million or 4.5% of total loans outstanding.

Exhibit I-11 provides a summary of the Bank’s lending activities over the past three and one-quarter years. Total loans originated showed a positive trend over the past three and one-quarter years, increasing from $139.0 million during 2005 to $146.6 million during 2006 and $187.3 million during 2007. Loans originated during the first quarter of 2008 totaled $53.6 million, versus $46.2 million for the comparable year ago period. Loans secured by 1-4 family properties comprised the largest source of originations during the past three and one-quarter years, followed by originations of commercial real estate and multi-family loans. Approximately 36% of the Bank’s 1- 4 family loan originations were sold during the past three and one-quarter years. The Bank did not purchase any loans during the past three and one-quarter years. Loan originations exceeded loans sold and principal repayments during 2005 and 2006, while originations were less than loans sold and principal repayments in 2007 and the first quarter of 2008. Over the past three and one-quarter years, the strongest loan growth occurred during 2006 when net loans receivable increased from $246.2 million at year end 2005 to $281.3 million at year end 2006.

Asset Quality

The Bank’s historical 1-4 family lending emphasis, as well as generally favorable real estate market conditions in the Bank’s lending area, have supported the maintenance of relatively favorable credit quality measures during the past five and one-quarter years. Over the past five and one-quarter years, Home Bank’s balance of non-performing assets ranged from a high of 0.38% at year end 2003 to a low of 0.22% of assets at year end 2004. As shown in Exhibit I-12, non-performing assets at March 31, 2008 totaled $1.4 million or 0.33% of assets and consisted entirely of non-accruing loans except for $60,000 of real estate owned. Non-accruing loans consisted mostly of 1-4 family loans followed by commercial real estate, multi-family and land loans, with


*RP® Financial, LC.*		*OVERVIEW AND FINANCIAL ANALYSIS*
		*I.20*

such non-accruing loans totaling $886,000 and $326,000, respectively, at March 31, 2008.

To track the Bank’s asset quality and the adequacy of valuation allowances, Home Bank has established detailed asset classification policies and procedures which are consistent with regulatory guidelines. Detailed asset classifications are reviewed monthly by senior management and the Board. Pursuant to these procedures, when needed, the Bank establishes additional valuation allowances to cover anticipated losses in classified or non-classified assets. As of March 31, 2008, the Bank maintained valuation allowances of $2.3 million, equal to 0.75% of net loans receivable and 170.8% of non-performing loans.

Funding Composition and Strategy

Deposits have consistently served as the Bank’s primary funding source and at December 31, 2008 deposits accounted for 93.8% of Home Bank’s interest-bearing funding composition. Exhibit I-13 sets forth the Bank’s deposit composition for the past three and one-quarter years and Exhibit I-14 provides the interest rate and maturity composition of the CD portfolio at March 31, 2008. Transaction and savings account deposits constituted slightly more than half of the Bank’s deposit base at March 31, 2008, with recent trends showing the concentration of core deposits increasing over the past three and one-quarter years. Transaction and savings account deposits totaled $180.6 million or 51.3% of total deposit at March 31, 2008, versus $139.5 million or 45.2% of total deposits at December 31, 2005. The increase in the concentration of core deposits comprising total deposits has been supported by stronger growth of core deposits relative to CD growth, with money market deposits providing the largest source of core deposit growth since year end 2005.

The balance of the Bank’s deposits consists of CDs, with Home Bank’s current CD composition reflecting a higher concentration of short-term CDs (maturities of one year or less). The CD portfolio totaled $171.5 million or 48.7% of total deposits at March 31, 2008, versus $168.9 million or 54.8% of total deposits at December 31, 2005. As of March 31, 2008, 80.5% of the CDs were scheduled to mature in one year or less.


*RP® Financial, LC.*		*OVERVIEW AND FINANCIAL ANALYSIS*
		*I.21*

As of March 31, 2008, jumbo CDs (CD accounts with balances of $100,000 or more) amounted to $68.5 million or 39.9% of total CDs. Home Bank does not maintain any brokered CDs.

Borrowings serve as an alternative funding source for the Bank to facilitate management of funding costs and interest rate risk. The Bank maintained $23.4 million of FHLB advances at March 31, 2008 with a weighted average rate of 3.22%. FHLB advances held by the Bank at March 31, 2007 consisted of a mix of short- and long-term borrowings, with maturities on long-term borrowings extending out to five years. Exhibit I-15 provides further detail of the Bank’s borrowings activities during the past three and one-quarter years.

Legal Proceedings

Home Bank is not currently party to any pending legal proceedings that the Bank’s management believes would have a material adverse effect on the Bank’s financial condition, results of operations or cash flows.


*RP® Financial, LC.*		*MARKET AREA*
		*II.1*

II. MARKET AREA

Introduction

The Bank conducts operations out of the main office and eight banking centers in south central Louisiana. The main office and four banking centers are located in Lafayette, with single office locations maintained in Broussard, Carencro, Scott and Crowley. All of the Bank’s offices are located in Lafayette Parish, except for the Crowley office which is in Acadia Parish. Acadia Parish is the western adjacent parish to Lafayette Parish. Home Bank also maintains a loan production office in Baton Rouge. Exhibit II-1 provides information on the Bank’s office properties.

The primary market area served by the Bank is largely suburban in nature. The Bank’s competitive environment includes a large number of thrifts, commercial banks and other financial service providers, some of which have a regional or national presence. The primary market area economy is fairly diversified, although oil related businesses remain as the cornerstone of the regional economy. Major employment sectors in the regional economy include services, wholesale/retail trade and government.

Future growth opportunities for the Bank depend on the future growth and stability of the regional economy, demographic growth trends, and the nature and intensity of the competitive environment. These factors have been briefly examined to help determine the growth potential that exists for the Bank and the relative economic health of the Bank’s market area.

National Economic Factors

The future success of the Bank’s operations is partially dependent upon various national and local economic trends. In assessing economic trends over the past year, the U.S. housing market remained sluggish in May 2007 as the inventory of unsold homes was up in 18 major metropolitan areas and new housing starts continued to decline. Better than expected job growth maintained the national unemployment rate at


*RP® Financial, LC.*		*MARKET AREA*
		*II.2*

4.5% for May. Manufacturing activity picked up in June, while the housing market continued to struggle as the inventory of homes for sale continued to rise in June. New and existing home sales both declined in June. Solid job growth for June held the national unemployment rate at 4.5% and GDP grew at a stronger than expected 4.0% annualized rate during the second quarter.

Retail sales were up modestly in July 2007, while the unemployment rate for July increased to 4.6% on slower job growth. Industrial output showed a stronger than expected increase in July, while the housing market continued to struggle. New home construction fell in July to its lowest level in a decade and existing home sales dropped for a fifth straight month in July. Home prices also fell in July for a record 12 ^th consecutive month, with the drop in prices accelerating amid a glut of unsold homes and tighter lending standards. Consumer confidence fell in August, with the decline being attributed to softening of business and labor-market conditions. Other signs of economic weakness were reflected in the relatively modest gains posted for retail sales and industrial production in August, as well as the loss of jobs in August. The August employment report showed a reduction of 4,000 jobs, which was the first drop in four years, while the August unemployment rate held steady at 4.6%. The housing market showed further deterioration in August, as sales of existing homes tumbled and home inventories continued to rise. Lower demand for transportation goods translated into a reduction for durable-goods orders in August as well. The manufacturing and service sectors continued to expand in September, but at slower rates compared to August. Job growth rebounded in September, although the national unemployment rate edged up to 4.7%. Retailers posted weaker than expected sales in September and the housing market continued to show further deterioration. New home starts fell to their lowest level in 14 years in September, as sales of previously occupied homes dropped 19% in September. New home sales rose in September, as builders cut home prices to reduce the inventory of unsold homes. Economic weakness was also reflected by a decrease in September durable-goods orders. While most of the most economic data pointed towards a slowing economy, third quarter GDP growth came in stronger than expected at a 3.9% annualized rate.


*RP® Financial, LC.*		*MARKET AREA*
		*II.3*

Economic data at the start of the fourth quarter of 2007 generally pointed to weaker growth. Manufacturing slowed in October and retailers posted weak October sales. Employers boosted payrolls by a surprisingly strong 166,000 jobs in October, while the October national unemployment rate held steady at 4.7%. Existing home sales declined for an eighth straight month in October, despite a sharp decline in home prices. Orders of durable-goods also declined in October. Manufacturing activity fell in November, but stayed above recession levels. The November U.S. unemployment rate remained at 4.7%, as 94,000 jobs were added in November. Housing starts fell in November to a 16-year low, but existing home sales edged up in November from October amid lower prices. Sluggish hiring in December drove the U.S. unemployment rate up to a two-year high of 5.0%. Other signs of a cooling economy at year end included a decline in December retail sales, December housing starts plunging to their slowest pace in 16 years and fourth quarter GDP growth slowing to a modest 0.6% annualized growth rate.

Signs of the economy potentially slipping into a recession continued to emerge in 2008, with January employment data showing a drop in payrolls for the first time since 2003. The January unemployment rate dipped to 4.9%, as the civilian labor force shrank slightly. January economic data also showed retailers continuing to experience a decline in sales. New home sales fell in January for a third straight month, pushing activity down to the slowest pace in nearly 13 years. Due to the ongoing housing slump, the Federal Reserve cut its economic growth forecast for 2008. Consumer confidence dropped sharply in February amid growing concerns of a forthcoming recession. Other data that indicated the economy was heading towards a recession included a decline in February manufacturing activity to a five year low, and the number of homes entering foreclosure hit a record in the fourth quarter of 2007. February employment data showed a loss of jobs, although the unemployment rate dipped to 4.8%. Falling home prices spurred an increase in February existing home sales, although new home sales continued to decline in February. The weak housing market was further evidenced by a decrease in residential construction activity during February, which pushed the mark for decreased residential construction activity to a record 24 consecutive months. Manufacturing activity edged up slightly in March 2008, although


*RP® Financial, LC.*		*MARKET AREA*
		*II.4*

the March reading still signaled that the manufacturing sector was still in contraction. March employment data showed a third straight month of job losses, with the unemployment rate increasing from 4.8% to 5.1%. The prolonged housing slump continued into March, with sales of new homes plunging to the slowest pace in over 16 years despite sharply lower prices. Sales and prices of existing homes were also down in March. Orders for durable goods dropped for the third consecutive month in March, providing further evidence that the economy was sliding into recession. Overall, the economy expanded at a 0.6% annual rate in the first quarter.

The economy lost jobs in April 2008, which was the fourth month in a row that the labor shrank. However, employers cut far fewer jobs in April than in recent months and the unemployment rate dropped to 5.0% compared to 5.1% in March. Led by a decline in auto sales, retail sales dropped 0.2% in April which was a less significant decline than anticipated. Comparatively, the manufacturing sector struggled in April, as evidenced by a 0.7% decline in industrial output. Housing starts were higher in April compared to March, with the surprising increase supported by a sharp rise in multi-family construction.

In terms of interest rates trends over the past year, some stronger than expected economic reports pushed long-term Treasury yields higher at the start of the second quarter of 2007. The release of the March minutes of the Federal Reserve, which revealed that more rate increases may be needed to combat inflation, further contributed to the rise in interest rates. Treasury yields eased lower in mid-April on tame inflation data reflected in the March consumer price numbers. Interest rates stabilized through the balance of April and for the first half of May. The Federal Reserve left interest rates unchanged at its May meeting and gave no signs that it was moving towards an interest rate cut. Long-term Treasury yields moved higher heading into late-May, with such factors as global growth, an increase in May consumer confidence and initial jobless claims falling for a fifth straight week contributing to the upward trend in interest rates. Bond prices plunged on inflation worries during the first half of June, with the yield on the 10-year Treasury note rising to a five year high of 5.25%. Interest rates eased lower during the second half of June on mixed economic


*RP® Financial, LC.*		*MARKET AREA*
		*II.5*

data. The Federal Reserve left rates unchanged at its late-June meeting, but softened its hawkish inflation stance. At the same time, the Federal Reserve seemed to rule out the possibility of cutting rates any time soon.

Healthy job growth reflected in the June 2007 employment report pushed Treasury yields higher at the start of the third quarter. However, Treasury bonds rallied in mid-July on news of rating down grades on bonds backed by subprime mortgages, as investors dumped junk bonds for the relative safety of Treasury bonds. The rally in long-term Treasury bonds continued into late-July, based on fears that the housing slump was spreading to the broader economy. Interest rates stabilized during the first half of August, as the Federal Reserve held rates steady as expected and core wholesale inflation showed only a modest increase in July. A half point cut in the Federal Reserve’s discount rate and increased speculation that the Federal Reserve would cut the federal funds rate in September pushed interest rates lower heading into the second half of August, with short-term Treasury yields posting their biggest decline in 19 years. The comparatively larger decline in short-term Treasury yields provided for a slightly positive slope to the yield curve in late-August. Interest rates stabilized somewhat during the first half of September, as investors awaited the outcome of the September meeting of the Federal Reserve. The Federal Reserve concluded the September meeting by cutting the federal funds rate by 0.5%, which exceeded the 0.25% rate cut most economists had expected. The rate cut provided for a steeper yield curve, as short-term Treasury yields declined and long-term Treasury yields were generally stable to slightly higher through the end of September.

Inflation jitters amid stronger than expected job growth for September pushed interest rates higher at the start of the fourth quarter of 2007. Gloomy economic data, along with consumer confidence dropping to a two-year lower, provided for a pullback in long-term Treasury yields during the second half of October. As generally expected, the Federal Reserve concluded its October meeting with a 25 basis point rate cut. The downward trend in Treasury yields continued into November, as concerns about the credit squeeze and economic downturn sent investors seeking safety in Treasury bonds. Growing credit fears pushed the yield on the 10-year Treasury bond below 4.0%


*RP® Financial, LC.*				*MARKET AREA*
				*II.6*

in late-November and early-December, the lowest yield for 10-year Treasury bonds in more than three years. Treasury yields moved higher ahead of the December Federal Reserve meeting, amid expectations that the Federal Reserve would implement another rate cut. The yield on the 10-year Treasury note edged below 4.0% following the quarter point rate cut by the Federal Reserve, but Treasury yields quickly reversed course on renewed inflation concerns based on larger than expected increases in November producer and consumer prices. More signs of an economic slow down served to push long-term Treasury yields lower in the final weeks of 2007.

The downward trend in long-term Treasury yields continued to prevail in early 2008, as economic data generally pointed towards an economy growing weaker. Interest rates declined further on news of a surprise 0.75% rate cut by the Federal Reserve a week before its scheduled rate meeting at the end of January, with the yield on the 10-year Treasury note dipping below 3.50%. Treasury yields edged slightly higher in the week before the Federal Reserve meeting. The Federal Reserve meeting at the end of January concluded with a second rate cut over a nine day period, as the target rate was cut by 0.5% to 3.0%. Interest rates stabilized during the first half of February, with more economic data pointing towards a recession, and then edged higher going into late-February on inflation worries fueled by a 0.4% jump in January consumer prices. More signs of a softening U.S. economy and renewed worries of the deepening credit crisis highlighted by the collapse of investment banking firm Bear Stearns pushed bond yields lower at the end of February and the first half of March, with the yield on the 10-year Treasury dipping below 3.5% in mid-March. The Federal Reserve cut its target rate by 0.75% to 2.25% at its mid-March meeting, which along with renewed worries about the economy pushed Treasury yields lower heading into the second half of March. Treasury yields edged higher at the end of the first quarter and the start of the second quarter, with the 10-year Treasury yield stabilizing around 3.5%.

Interest rates were fairly stable during the first half of April 2008, as economic data pointed towards the U.S. economy going into recession. Most notably, March employment data showed job losses for a third consecutive month and April consumer confidence dropped to a new low for the fourth month in a row. Economic data showing


*RP® Financial, LC.*				*MARKET AREA*
				*II.7*

higher wholesale and consumer prices in March, along with an unexpected drop in weekly unemployment claims in late –April, push long-term Treasury yields higher in the second half of April. At the end of April, the Federal Reserve lowered its target rate by a quarter point to 2%. The rate cut was the seventh in eight months, although the Federal Reserve signaled that it may be ready for a pause. Long-term Treasury yields stabilized during the first couple of weeks of May, as economic data provided mixed signals on the likelihood of the national economy going into recession. As of May 16 2008, the bond equivalent yields for U.S. Treasury bonds with terms of one and ten years equaled 2.09% and 3.85%, respectively, versus comparable year ago yields of 4.82% and 4.71%. Exhibit II-2 provides historical interest rate trends.

Market Area Demographics

Demographic and economic growth trends, measured by changes in population, number of households, age distribution and median household income, provide key insight into the health of the market area served by Home Bank (see Table 2.1). Lafayette Parish is a faster growing urban market, while Acadia Parish is a more rural market with relatively slow growth. From 2000 through 2007, Lafayette Parish’s annual population growth rate of 1.0% was above the comparable Acadia Parish growth rate of 0.3% and slightly below the U.S. growth rate of 1.2%. Louisiana’s population decreased at a 0.3% annual rate during the 2000 to 2007 period, reflecting the loss of population in the New Orleans market area following Hurricane Katrina. Comparatively, Lafayette Parish’s population growth was in part aided by the re-location of New Orleans residents to other population centers throughout the state. Growth in households mirrored the population growth rates, with the rate of household growth in Lafayette Parish outpacing Acadia Parish’s household growth rate during the 2000 to 2007 period. The primary market area is projected to experience population and household growth rates in line with recent historical trends over the next five years, while the state of Louisiana is projected to rebound from the loss of population and households that followed Hurricane Katrina.


*RP® Financial, LC.*				*Market Area*
				*II.8*

Table 2.1

Home Bank

Summary Demographic Data


	Year						Growth Rate
	2000		2007		2012		2000-2007			2007-2012
Population (000)
United States		281,422		306,348		325,526		1.2	%		1.2	%
Louisiana		4,469		4,385		4,551		-0.3	%		0.7	%
Lafayette Parish		191		204		215		1.0	%		1.0	%
Acadia Parish		59		60		61		0.3	%		0.3	%
Households (000)
United States		105,480		115,337		122,831		1.3	%		1.3	%
Louisiana		1,656		1,646		1,721		-0.1	%		0.9	%
Lafayette Parish		72		79		84		1.3	%		1.2	%
Acadia Parish		21		22		23		0.6	%		0.5	%
Median Household Income ($)
United States	$	42,164	$	53,154	$	62,503		3.4	%		3.3	%
Louisiana		32,809		37,186		40,783		1.8	%		1.9	%
Lafayette Parish		36,559		41,226		45,002		1.7	%		1.8	%
Acadia Parish		26,668		29,915		32,391		1.7	%		1.6	%
Per Capita Income ($)
United States	$	21,587	$	27,916	$	33,873		3.7	%		3.9	%
Louisiana		16,912		19,796		22,435		2.3	%		2.5	%
Lafayette Parish		19,371		22,707		26,064		2.3	%		2.8	%
Acadia Parish		13,424		15,730		17,578		2.3	%		2.2	%

2007 HH Income Dist. (%)	$	Less Than 25,000	$	25,000 to 50,000	$	50,000 to 100,000	$	100,000 to 150,000		$	150,000	+

United States		21.9		25.0		32.3		12.3			8.4
Louisiana		34.5		28.1		26.2		7.6			3.6
Lafayette Parish		30.9		27.4		27.6		9.4			4.7
Acadia Parish		43.1		28.2		22.2		4.2			2.3

Sources: SNL and ESRI.


*RP® Financial, LC.*				*MARKET AREA*
				*II.9*

Income levels in the market area tend to reflect the nature of the markets served, with higher income levels maintained in the faster growing Lafayette Parish market. Median household income and per capita income for Lafayette Parish also exceeded the comparable Louisiana measures, while Acadia Parish’s income measures were below the Louisiana measures, reflecting the more rural characteristics of Acadia Parish. Comparatively, the income measures for both Lafayette Parish and Acadia Parish were lower than the U.S. measures, which is indicative of the relatively low cost of living in the region. The relative affluence of Lafayette Parish market is supported by a higher level of economic activity, as Lafayette Parish serves as the economic hub of the eight parish area known as Acadiana. Household income distribution measures further underscore the greater affluence of the Lafayette Parish market.

Local Economy

The primary market area served by Home Bank has a fairly diversified local economy, although the overall health of the regional economy remains somewhat dependent on the strength of the oil sector and oil related business. Accordingly, the regional economy has benefited from the strong market for oil in recent years. Employment in services, wholesale/retail trade and government constitute the basis of the local economy, with oil related jobs serving as the primary source of manufacturing employment in the regional economy. Acadia Parish has the highest percentage of employment in government, owing specifically to the large amount of local government employees, while Lafayette Parish has the highest percentage of employment in services, compared to Acadia Parish, as well as the state of Louisiana. The majority of the services in Lafayette Parish are health care related services provided in Lafayette, which has become a regional hub for health care for area parishes. Table 2.2 shows employment by employment sector for Lafayette and Acadia Parishes, as well as for the state of Louisiana.


*RP® Financial, LC.*				*MARKET AREA*
				*II.10*

Table 2.2

Primary Market Area Employment Sectors

(Percent of Labor Force)(1)


Employment Sectors	Louisiana		Lafayette		Acadia		Avg(2)
Services	38.7	%	41.9	%	34.8	%	38.4	%
Government	16.6		9.2		14.6		11.9
Wholesale/Ret. Trade	14.2		15.7		15.0		15.4
Construction	7.1		5.3		8.6		7.0
Fin. Ins. Real Estate	7.0		7.8		8.7		8.3
Manufacturing	6.4		4.9		6.0		5.5
Transportation/Utility	4.1		3.0		3.8		3.4
Mining	2.1		9.3		2.9		6.1
Farming	1.4		0.5		3.9		2.2
Other	2.4		2.4		1.7		1.8

Total	100.0	%	100.0	%	100.0	%	100.0	%

(1)	As of 2005

(2)	Averages based on Lafayette Parish and Acadia Parish.

Source: REIS DataSource.

Unemployment Trends

Comparative unemployment rates for Lafayette and Acadia Parishes, as well as for the U.S. and Louisiana, are shown in Table 2.2. March 2008 unemployment rates for Lafayette Parish and Acadia Parish equaled 3.1% and 4.0%, respectively, versus a U.S. unemployment rate of 5.2% and a Louisiana unemployment rate of 4.3%. Unemployment rates for Lafayette and Acadia Parishes were higher in March 2008 compared to a year ago, which was consistent with the state and national trends.

Table 2.3

Home Bank

Unemployment Trends (1)


Region	March 2007 Unemployment		March 2008 Unemployment
United States	4.5	%	5.2	%
Louisiana	3.5		4.3
Lafayette Parish	2.5		3.1
Acadia Parish	3.2		4.0

(1)	Unemployment rates have not been seasonally adjusted.

Source: U.S. Bureau of Labor Statistics.


*RP® Financial, LC.*				*MARKET AREA*
				*II.11*

Market Area Deposit Characteristics and Competition

The Bank’s retail deposit base is closely tied to the economic fortunes of south central Louisiana and, in particular, the markets that are nearby to one of Home Bank’s office locations. Table 2.4 displays deposit market trends from June 30, 2004 through June 30, 2007 for the branches that were maintained by the Bank during that period. Additional data is also presented for the state of Louisiana. The data indicates that Lafayette Parish’s larger population base translated into a significantly higher balance of total bank and thrift deposits compared to Acadia Parish, as well as a stronger deposit growth rate during the three year period covered in Table 2.4. Consistent with the state of Louisiana, commercial banks maintained a larger market share of deposits than savings institutions in both primary market area parishes. For the three year period covered in Table 2.4, deposit market share for savings institutions increased slightly in Lafayette Parish and decreased slightly in Acadia Parish.

Home Bank maintains its largest balance and largest market share of deposits in Lafayette Parish. The Bank’s $312.2 million of deposits at the Lafayette Parish branches represented an 8.4% market share of thrift and bank deposits at June 30, 2007. Comparatively, the Acadia Parish branch had total deposits of $26.9 million at June 30, 2007, which represented a 4.1% market share of the Acadia Parish bank and thrift deposits. During the three year period covered in Table 2.4, Home Bank gained deposit market share in both parishes. Home Bank’s entrance into Acadia Parish’s deposit market was realized through the merger of Crowley Building in 2006, which maintained its sole office facility in Acadia Parish.

Home Bank faces notable competition in both deposit gathering and lending activities, including direct competition with several financial institutions that primarily have a local or regional presence. With regard to lending competition, the Bank encounters the most significant competition from the same institutions providing deposit services. In addition, the Bank competes with mortgage companies and independent mortgage brokers for mortgage loan market share. Table 2.5 lists the largest competitors in Lafayette and Acadia Parishes, based on deposit market share as noted parenthetically. As of June 30, 2007, Home Bank’s deposit market share of 8.4% for


*RP® Financial, LC.*				*Market Area*
				*II.12*

Table 2.4

Home Bank

Deposit Summary


	As of June 30,
	2004					2007					Deposit Growth Rate 2004-2007
	Deposits		Market Share		# of Branches	Deposits		Market Share		# of Branches	Deposit Growth Rate 2004-2007
	(Dollars in Thousands)										(%)
State of Louisiana	$	55,171,416	100.0	%	1,525	$	72,979,532	100.0	%	1,606	9.8	%
Commercial Banks		51,621,084	93.6	%	1,416		68,924,006	94.4	%	1,489	10.1	%
Savings Institutions		3,550,332	6.4	%	109		4,055,526	5.6	%	117	4.5	%
Lafayette Parish	$	2,780,545	100.0	%	82	$	3,702,385	100.0	%	95	10.0	%
Commercial Banks		2,461,305	88.5	%	72		3,256,568	88.0	%	84	9.8	%
Savings Institutions		319,240	11.5	%	10		445,817	12.0	%	11	11.8	%
Home Bank		228,124	8.2	%	7		312,206	8.4	%	8	11.0	%
Acadia Parish	$	639,647	100.0	%	20	$	660,170	100.0	%	21	1.1	%
Commercial Banks		562,738	88.0	%	18		595,021	90.1	%	19	1.9	%
Savings Institutions		76,909	12.0	%	2		65,149	9.9	%	2	-5.4	%
Home Bank		—	0.0	%	—		26,922	4.1	%	1	NA

Source: FDIC


*RP® Financial, LC.*				*MARKET AREA*
				*II.13*

Lafayette Parish represented the fourth largest market share of deposits in Lafayette Parish and deposit market share of 4.1% for Acadia Parish represented the ninth largest market share of deposits in Acadia Parish.

Table 2.5

Home Bank

Market Area Deposit Competitors


Location		Name
Lafayette Parish		Iberiabank (24.5%)
		JPMorgan Chase Bank (23.1%)
		Capital One, NA (10.6%)
		Home Bank (8.4%) - Rank of 4

Acadia Parish		Bank of Commerce & Trust (31.9%)
		First NB of Louisiana (14.2%)
		Evangeline Bank & Trust (10.9%)
		Home Bank (4.1%) - Rank of 9


*RP® Financial, LC.*		*PEER GROUP ANALYSIS*
		*III.1*

III. PEER GROUP ANALYSIS

This chapter presents an analysis of Home Bank’s operations versus a group of comparable savings institutions (the “Peer Group”) selected from the universe of all publicly-traded savings institutions in a manner consistent with the regulatory valuation guidelines. The basis of the pro forma market valuation of Home Bank is derived from the pricing ratios of the Peer Group institutions, incorporating valuation adjustments for key differences in relation to the Peer Group. Since no Peer Group can be exactly comparable to Home Bank, key areas examined for differences are: financial condition; profitability, growth and viability of earnings; asset growth; primary market area; dividends; liquidity of the shares; marketing of the issue; management; and effect of government regulations and regulatory reform.

Peer Group Selection

The Peer Group selection process is governed by the general parameters set forth in the regulatory valuation guidelines. Accordingly, the Peer Group is comprised of only those publicly-traded savings institutions whose common stock is either listed on a national exchange (NYSE or AMEX), or is NASDAQ listed, since their stock trading activity is regularly reported and generally more frequent than non-publicly traded and closely-held institutions. Institutions that are not listed on a national exchange or NASDAQ are inappropriate, since the trading activity for thinly-traded or closely-held stocks is typically highly irregular in terms of frequency and price and thus may not be a reliable indicator of market value. We have also excluded from the Peer Group those companies under acquisition or subject to rumored acquisition, mutual holding companies and recent conversions, since their pricing ratios are subject to unusual distortion and/or have limited trading history. A recent listing of the universe of all publicly-traded savings institutions is included as Exhibit III-1.

Ideally, the Peer Group, which must have at least 10 members to comply with the regulatory valuation guidelines, should be comprised of locally- or regionally-based institutions with comparable resources, strategies and financial characteristics. There


*RP® Financial, LC.*				*PEER GROUP ANALYSIS*
				*III.2*

are approximately 163 publicly-traded institutions nationally and, thus, it is typically the case that the Peer Group will be comprised of institutions with relatively comparable characteristics. To the extent that differences exist between the converting institution and the Peer Group, valuation adjustments will be applied to account for the differences. Since Home Bank will be a full public company upon completion of the offering, we considered only full public companies to be viable candidates for inclusion in the Peer Group. From the universe of publicly-traded thrifts, we selected ten institutions with characteristics similar to those of Home Bank. In the selection process, we applied three “screens” to the universe of all public companies that were eligible for consideration:

•

Screen #1 Louisiana institutions with assets between $150 million and $1.250 billion, tangible equity-to-assets ratios of greater than 7.5% and positive core earnings. Three companies met the criteria for Screen #1 and two were included in the Peer Group: GS Financial Corp. and Teche Holding Corp. Louisiana Bancorp was third company that met the criteria, but was excluded as the result of completing its conversion less than one year ago.

•

Screen #2 Southeast institutions, except for Louisiana institutions, with assets between $300 million and $1.250 billion, tangible equity-to-assets ratios of greater than 7.5% and positive core earnings. Three companies met the criteria for Screen #2 and all three were included in the Peer Group: Community Financial Corp. of Virginia, First Fed Bancshares of Arkansas and Jefferson Bancshares Inc. of Tennessee. Exhibit III-2 provides financial and public market pricing characteristics of all publicly-traded Southeast thrifts.

•

Screen #3 Midwest institutions with assets between $300 million and $1.250 billion, tangible equity-to-assets ratios of greater than 7.5% and return on average assets of at least 0.50%. Five companies met the criteria for Screen #3 and all five were included in the Peer Group: CFS Bancorp, Inc. of Indiana, First Capital, Inc. of Indiana, First Clover Leaf Financial Corp. of Illinois, HMN Financial, Inc. of Minnesota and Liberty Bancorp, Inc. of Missouri. Exhibit III-3 provides financial and public market pricing characteristics of all publicly-traded Midwest thrifts.

Table 3.1 shows the general characteristics of each of the 10 Peer Group companies and Exhibit III-4 provides summary demographic and deposit market share data for the primary market areas served by each of the Peer Group companies. While there are expectedly some differences between the Peer Group companies and Home


*RP® Financial, LC.*				*PEER GROUP ANALYSIS*
				*III.3*

Table 3.1

Peer Group of Publicly-Traded Thrifts

May 16, 2008(1)


Ticker	Financial Institution	Exchange	Primary Market	Operating Strategy(2)	Total Assets			Offices	Fiscal Year	Conv. Date	Stock Price		Market Value
											($)		($Mil)
CITZ	CFS Bancorp, Inc. of Munster IN	NASDAQ	Munster, IN	Thrift	$	1,194	M	21	12-31	07/98	$	14.59	$	156
HMNF	HMN Financial, Inc. of MN	NASDAQ	Rochester, MN	Thrift	$	1,105	M	15	12-31	06/94	$	18.26	$	76
FFBH	First Federal Bancshares of AR	NASDAQ	Harrison, AR	Thrift	$	829	M	18	12-31	05/96	$	12.22	$	59
TSH	Teche Holding Corp. of N. Iberia LA	AMEX	New Iberia, LA	Thrift	$	735	D	20	09-30	04/95	$	35.75	$	76
CFFC	Community Financial Corp. of VA	NASDAQ	Staunton, VA	Thrift	$	491	D	10	03-31	03/88	$	8.46	$	37
FCAP	First Capital, Inc. of IN	NASDAQ	Corydon, IN	Thrift	$	456	M	12	12-31	01/99	$	14.15	$	40
FCLF	First Clover Leaf Fin. Corp. of IL	NASDAQ	Edwardsville, IL	Thrift	$	410	M	4	12-31	07/06	$	9.00	$	74
LBCP	Liberty Bancorp, Inc. of MO	NASDAQ	Liberty, MO	Thrift	$	339	D	6	09-30	07/06	$	10.20	$	45
JFBI	Jefferson Bancshares Inc. of TN	NASDAQ	Morristown, TN	Thrift	$	334	M	5	06-30	07/03	$	9.87	$	61
GSLA	GS Financial Corp. of LA	NASDAQ	Metairie, LA	Thrift	$	201	M	5	12-31	04/97	$	17.88	$	23

NOTES:

(1) Or most recent date available (M=March, S=September, D=December, J=June, E=Estimated, and P=Pro Forma).

(2)

Operating strategies are: Thrift=Traditional Thrift, M.B.=Mortgage Banker, R.E.=Real Estate Developer, Div.=Diversified and Ret.=Retail Banking.

(3)

BIF-insured savings bank institution.

Source:

Corporate offering circulars, data derived from information published in SNL Securities Quarterly Thrift Report, and financial reports of publicly-traded thrifts.


*RP® Financial, LC.*				*PEER GROUP ANALYSIS*
				*III.4*

Bank, we believe that the Peer Group companies, on average, provide a good basis for valuation subject to valuation adjustments. The following sections present a comparison of Home Bank’s financial condition, income and expense trends, loan composition, interest rate risk and credit risk versus the Peer Group as of the most recent publicly available date.

A summary description of the key comparable characteristics of each of the Peer Group companies relative to Home Bank’s characteristics is detailed below.

•

CFS Bancorp, Inc. of Indiana. Selected due to comparable interest-earning asset composition, comparable interest-bearing funding composition, relatively high level of operating expenses and lending diversification emphasis on commercial real estate loans.

•

Community Financial Corp. of Virginia. Selected due to comparable asset size, comparable size of branch network, comparable return on average assets, similar earnings contribution from non-interest operating income, similar degree of lending diversification into commercial real estate loans and favorable credit quality measures.

•

First Capital, Inc. of Indiana. Selected due to comparable asset size, comparable size of branch network, comparable interest-earning asset composition, comparable return on average assets, similar earnings contribution from non-interest operating income, similar concentration of mortgage-backed securities and 1-4 family loans in aggregate comprising total assets and lending diversification emphasis on commercial real estate loans.

•

First Clover Leaf Financial Corp. of Illinois. Selected due to comparable asset size, relatively high equity-to-assets ratio, comparable interest-earning asset composition, similar concentration of 1-4 family loans comprising total assets, lending diversification emphasis on commercial real estate loans and favorable credit quality measures.

•

First Fed Bancshares of Arkansas. Selected due to comparable interest-earning asset composition, comparable interest-bearing funding composition, relatively high level of operating expenses, comparable concentration of 1-4 family loans comprising total assets and similar degree of lending diversification into commercial real estate loans.

•

GS Financial Corp. of Louisiana. Selected due to New Orleans market area, relatively high equity-to-assets ratio, relatively high level of operating expenses, similar concentration of 1-4 family loans comprising total assets and lending diversification emphasis on commercial real estate loans.

•

HMN Financial, Inc. of MN. Selected due to comparable interest-earning asset composition, comparable interest-bearing funding composition, comparable net


*RP® Financial, LC.*				*PEER GROUP ANALYSIS*
				*III.5*

interest margin, similar earnings contribution from non-interest operating income and similar degree of lending diversification into commercial real estate loans.

•

Jefferson Bancshares Inc. of Tennessee. Selected due to relatively high equity-to-assets ratio, relatively strong net interest margin, relatively high level of operating expenses, lending diversification emphasis on commercial real estate loans and favorable credit quality measures.

•

Liberty Bancorp, Inc. of Missouri. Selected due to comparable interest-earning asset composition, relatively high equity-to-assets ratio and lending diversification emphasis on commercial real estate loans.

•

Teche Holding Corp. of Louisiana. Selected due to south central Louisiana market area, comparable interest-earning asset composition, comparable interest-bearing funding composition, relatively strong net interest margin, relatively high level of operating expenses, lending diversification emphasis on commercial real estate loans and favorable credit quality measures.

In aggregate, the Peer Group companies maintained a comparable level of capital as the industry average (12.68% of assets versus 12.17% for all public companies), generated higher earnings as a percent of average assets (0.64% ROAA versus 0.34% for all public companies), and earned a higher ROE (5.94% ROE versus 2.66% for all public companies). Overall, the Peer Group’s average P/B ratio and average P/E multiple were below the respective averages for all publicly-traded thrifts.


	All Publicly-Traded			Peer Group
Financial Characteristics (Averages)
Assets ($Mil)	$	3,289		$	609
Market capitalization ($Mil)	$	339		$	65
Equity/assets (%)		12.17	%		12.68	%
Return on average assets (%)		0.34			0.64
Return on average equity (%)		2.66			5.94
Pricing Ratios (Averages)(1)
Price/earnings (x)		20.47	x		18.40	x
Price/book (%)		108.34	%		91.40	%
Price/assets (%)		13.77			11.47

(1)	Based on market prices as of May 16, 2008.

Ideally, the Peer Group companies would be comparable to Home Bank in terms of all of the selection criteria, but the universe of publicly-traded thrifts does not provide


*RP® Financial, LC.*				*PEER GROUP ANALYSIS*
				*III.6*

for an appropriate number of such companies. However, in general, the companies selected for the Peer Group were fairly comparable to Home Bank, as will be highlighted in the following comparative analysis.

Financial Condition

Table 3.2 shows comparative balance sheet measures for Home Bank and the Peer Group, reflecting the expected similarities and some differences given the selection procedures outlined above. The Bank’s and the Peer Group’s ratios reflect balances as of March 31, 2008, unless indicated otherwise for the Peer Group companies. Home Bank’s equity-to-assets ratio of 11.9% was slightly below the Peer Group’s average net worth ratio of 12.7%. However, the Bank’s pro forma capital position will increase with the addition of stock proceeds, providing the Bank with an equity-to-assets ratio that will exceed the Peer Group’s ratio. Tangible equity-to-assets ratios for the Bank and the Peer Group equaled 11.9% and 12.2%, respectively. The increase in Home Bank’s pro forma capital position will be favorable from a risk perspective and in terms of future earnings potential that could be realized through leverage and lower funding costs. At the same time, the Bank’s higher pro forma capitalization will initially depress return on equity. Both Home Bank’s and the Peer Group’s capital ratios reflected capital surpluses with respect to the regulatory capital requirements, with the Bank’s ratios currently exceeding the Peer Group’s ratios. On a pro forma basis, the Bank’s regulatory surpluses will become more significant.

The interest-earning asset compositions for the Bank and the Peer Group were somewhat similar, with loans constituting the bulk of interest-earning assets for both Home Bank and the Peer Group. The Bank’s loans-to-assets ratio of 71.5% was slightly below the comparable Peer Group ratio of 74.6%. Comparatively, the Bank’s cash and investments-to-assets ratio of 23.8% was slightly above the comparable ratio for the Peer Group of 19.5%. Overall, Home Bank’s interest-earning assets amounted to 95.3% of assets, which exceeded the comparable Peer Group ratio of 94.1%.


*RP® Financial, LC.*				*PEER GROUP ANALYSIS*
				*III.7*

Table 3.2

Balance Sheet Composition and Growth Rates

Comparable Institution Analysis

As of March 31, 2008


		Balance Sheet as a Percent of Assets
		Cash & Equivalents		MBS & Invest		Loans		Deposits		Borrowed Funds		Subd. Debt		Net Worth		Goodwill & Intang		Tng Net Worth		MEMO: Pref.Stock
Home Bank
March 31, 2008		3.1	%	20.7	%	71.5	%	81.9	%	5.4	%	0.0	%	11.9	%	0.0	%	11.9	%	0.0	%
All Public Companies
Averages		4.2	%	20.2	%	69.9	%	66.7	%	19.3	%	0.6	%	12.2	%	1.0	%	11.2	%	0.0	%
Medians		2.9	%	17.6	%	71.5	%	67.3	%	18.1	%	0.0	%	10.3	%	0.1	%	9.1	%	0.0	%
State of LA
Averages		4.4	%	32.0	%	59.4	%	64.5	%	16.4	%	0.0	%	18.2	%	0.2	%	18.0	%	0.0	%
Medians		4.5	%	24.7	%	64.7	%	66.5	%	16.6	%	0.0	%	14.0	%	0.0	%	14.0	%	0.0	%
Comparable Group
Averages		4.5	%	15.0	%	74.6	%	72.6	%	13.8	%	0.1	%	12.7	%	0.5	%	12.2	%	0.0	%
Medians		5.1	%	14.9	%	73.3	%	71.7	%	13.8	%	0.0	%	10.6	%	0.1	%	10.0	%	0.0	%
Comparable Group
CITZ	CFS Bancorp, Inc. of Munster IN	7.3	%	23.1	%	63.4	%	73.7	%	13.7	%	0.0	%	11.0	%	0.1	%	10.9	%	0.0	%
CFFC	Community Financial Corp. of VA(1)	1.0	%	7.6	%	87.3	%	69.7	%	21.7	%	0.0	%	7.8	%	0.0	%	7.8	%	0.0	%
FCAP	First Capital, Inc. of IN	5.5	%	16.7	%	72.1	%	72.9	%	16.2	%	0.0	%	10.3	%	1.2	%	9.0	%	0.0	%
FCLF	First Clover Leaf Fin. Corp. of IL	6.4	%	13.7	%	74.5	%	68.1	%	9.4	%	0.9	%	20.7	%	2.6	%	18.0	%	0.0	%
FFBH	First Federal Bancshares of AR	6.1	%	15.1	%	70.6	%	79.2	%	10.6	%	0.0	%	8.9	%	0.0	%	8.9	%	0.0	%
GSLA	GS Financial Corp. of LA	5.7	%	24.7	%	64.7	%	66.5	%	18.7	%	0.0	%	14.0	%	0.0	%	14.0	%	0.0	%
HMNF	HMN Financial, Inc. of MN	2.5	%	14.8	%	79.7	%	80.8	%	8.8	%	0.0	%	9.0	%	0.3	%	8.7	%	0.0	%
JFBI	Jefferson Bancshares Inc. of TN	4.7	%	3.3	%	84.7	%	68.1	%	9.9	%	0.0	%	21.7	%	0.0	%	21.7	%	0.0	%
LBCP	Liberty Bancorp, Inc. of MO(1)	3.2	%	19.8	%	69.9	%	70.5	%	14.9	%	0.0	%	14.1	%	0.0	%	14.1	%	0.0	%
TSH	Teche Holding Corp. of N. Iberia LA(1)	2.9	%	11.7	%	78.8	%	75.9	%	13.9	%	0.0	%	9.3	%	0.5	%	8.8	%	0.0	%


		Balance Sheet Annual Growth Rates														Regulatory Capital
		Assets		MBS, Cash & Investments		Loans		Deposits		Borrows. &Subdebt		Net Worth		Tng Net Worth		Tangible		Core		Reg.Cap.
Home Bank
March 31, 2008		5.86	%	-1.73	%	6.90	%	1.36	%	221.19	%	9.51	%	9.51	%	11.75	%	11.75	%	20.36	%
All Public Companies
Averages		8.30	%	0.98	%	8.85	%	3.50	%	14.66	%	-2.41	%	-3.05	%	10.54	%	10.49	%	17.17	%
Medians		5.55	%	0.95	%	7.93	%	2.41	%	10.86	%	-0.67	%	-0.89	%	8.68	%	8.66	%	13.95	%
State of LA
Averages		12.40	%	0.65	%	15.85	%	-8.93	%	63.57	%	4.96	%	5.22	%	21.90	%	21.90	%	55.29	%
Medians		12.46	%	-3.73	%	9.43	%	2.32	%	63.57	%	4.96	%	5.23	%	21.90	%	21.90	%	55.29	%
Comparable Group
Averages		5.45	%	-5.12	%	8.93	%	4.73	%	7.61	%	0.55	%	0.67	%	11.21	%	11.21	%	16.08	%
Medians		3.54	%	-7.96	%	9.77	%	3.18	%	1.53	%	0.41	%	0.44	%	9.38	%	9.38	%	13.63	%
Comparable Group
CITZ	CFS Bancorp, Inc. of Munster IN	-3.50	%	-1.85	%	-4.50	%	-1.66	%	-17.54	%	1.06	%	1.12	%	10.11	%	10.11	%	14.06	%
CFFC	Community Financial Corp. of VA(1)	9.15	%	-13.54	%	11.61	%	6.23	%	22.41	%	-0.24	%	-0.24	%	7.80	%	7.80	%	9.97	%
FCAP	First Capital, Inc. of IN	1.14	%	0.84	%	-0.21	%	0.61	%	1.53	%	5.27	%	6.24	%	8.40	%	8.40	%	13.20	%
FCLF	First Clover Leaf Fin. Corp. of IL	8.57	%	-22.97	%	22.25	%	14.87	%	8.41	%	-9.25	%	-9.90	%	17.30	%	17.30	%	23.00	%
FFBH	First Federal Bancshares of AR	-0.68	%	61.50	%	-12.71	%	0.39	%	-14.55	%	-0.35	%	-0.35	%	8.65	%	8.65	%	13.00	%
GSLA	GS Financial Corp. of LA	18.92	%	-3.73	%	33.16	%	6.90	%	NM		3.34	%	3.34	%	13.72	%	13.72	%	24.78	%
HMNF	HMN Financial, Inc. of MN	-1.10	%	-32.96	%	10.12	%	2.41	%	-30.80	%	4.83	%	5.12	%	8.22	%	8.22	%	11.49	%
JFBI	Jefferson Bancshares Inc. of TN	1.26	%	-28.99	%	5.66	%	3.94	%	-9.09	%	-1.65	%	-1.65	%	19.50	%	19.50	%	24.40	%
LBCP	Liberty Bancorp, Inc. of MO(1)	14.91	%	2.69	%	14.47	%	11.31	%	78.66	%	-4.09	%	-4.09	%	11.09	%	11.09	%	14.78	%
TSH	Teche Holding Corp. of N. Iberia LA(1)	5.81	%	-12.18	%	9.43	%	2.32	%	29.46	%	6.58	%	7.11	%	7.33	%	7.33	%	12.10	%

(1)	Financial information is for the quarter ending December 31, 2007.

Source:

Audited and unaudited financial statements, corporate reports and offering circulars, and RP ^® Financial, LC. calculations. The information provided in this table has been obtained from sources we believe are reliable, but we cannot guarantee the accuracy or completeness of such information.


*RP® Financial, LC.*				*PEER GROUP ANALYSIS*
				*III.8*

Home Bank’s funding liabilities reflected a funding strategy that was somewhat similar to that of the Peer Group’s funding composition. The Bank’s deposits equaled 81.9% of assets, which was above the Peer Group’s ratio of 72.6%. Comparatively, the Peer Group maintained a higher level of borrowings than the Bank, as indicated by borrowings-to-assets ratios of 13.9% and 5.4% for the Peer Group and Home Bank, respectively. Total interest-bearing liabilities maintained by the Bank and the Peer Group, as a percent of assets, equaled 87.3% and 86.5%, respectively. Following the increase in capital provided by the net proceeds of the stock offering, the Bank’s ratio of interest-bearing liabilities as a percent of assets will be less than the Peer Group’s ratio.

A key measure of balance sheet strength for a thrift institution is its IEA/IBL ratio. Presently, the Bank’s IEA/IBL ratio is similar to the Peer Group’s ratio, based on IEA/IBL ratios of 109.2% and 108.8%, respectively. The additional capital realized from stock proceeds should serve to provide Home Bank with an IEA/IBL ratio that further exceeds the Peer Group’s ratio, as the increase in capital provided by the infusion of stock proceeds will serve to lower the level of interest-bearing liabilities funding assets and will be primarily deployed into interest-earning assets.

The growth rate section of Table 3.2 shows annual growth rates for key balance sheet items. Home Bank’s growth rates are based on annualized growth from December 31, 2006 through March 31, 2008, while the Peer Group’s growth rates are based on annual growth rates for the twelve months ended March 31, 2008 or the most recent period available. Home Bank recorded asset growth of 5.9%, which was just slightly above the Peer Group’s asset growth rate of 5.5%. Asset growth for Home Bank was largely sustained through a 6.9% increase in loans, which was in part funded with a 1.7% reduction in cash and investments. Asset growth for the Peer Group was sustained by an 8.9% increase in loans, which was in part funded by a 5.1% reduction in cash and investments.

Asset growth for Home Bank was funded with a combination of deposits and borrowings, with the increase in borrowings added to a relatively low level of existing borrowings translating in a significantly higher growth rate of 221.2% compared to deposit growth of 1.4%. The Peer Group posted a higher deposit growth rate of 4.7%,


*RP® Financial, LC.*				*PEER GROUP ANALYSIS*
				*III.9*

which was supplemented with a 7.6% increase in borrowings. The Bank’s capital growth rate equaled 9.5%, versus a 0.6% increase in capital for the Peer Group. The Bank’s higher capital growth rate was supported by retention of all of its earnings and earning a higher return on average assets with a comparable level of capital as maintained by the Peer Group. Comparatively, the Peer Group’s capital growth rate was slowed by dividend payments as well as stock repurchases. The increase in capital realized from stock proceeds will likely depress the Bank’s capital growth rate initially following the stock offering. Dividend payments and stock repurchases, pursuant to regulatory limitations and guidelines, could also potentially slow the Bank’s capital growth rate in the longer term following the stock offering.

Income and Expense Components

Table 3.3 displays statements of operations for the Bank and the Peer Group. The Bank’s and the Peer Group’s ratios are based on earnings for the twelve months ended March 31, 2008, unless otherwise indicated for the Peer Group companies. Home Bank and the Peer Group reported net income to average assets ratios of 0.81% and 0.64%, respectively. A higher level of net interest income and a lower level of loan loss provisions largely accounted for the Bank’s higher return. The Peer Group’s earnings reflected a comparative advantage with respect to maintaining a lower level of operating expenses.

The Bank’s stronger net interest margin was realized through maintenance of a lower interest expense ratio, which was partially offset by the Peer Group’s higher interest income ratio. The Bank’s lower interest expense ratio was realized through maintaining a lower cost of funds (2.80% versus 3.74% for the Peer Group), which was supported by the Bank’s more favorable funding composition in terms of maintaining a higher concentration of deposits, particularly lower costing core deposits, and a lower concentration of borrowings relative to the Peer Group’s measures. The Peer Group maintained a slightly higher interest income ratio than the Bank, which was supported by the Peer Group’s higher concentration of interest-earning assets maintained in loans that provided for a higher overall yield earned on interest-earning assets (6.64% versus


*RP® Financial, LC.*				*PEER GROUP ANALYSIS*
				*III.10*

Table 3.3

Income as Percent of Average Assets and Yields, Costs, Spreads

Comparable Institution Analysis

For the 12 Months Ended March 31, 2008


				Net Interest Income										Other Income
		Net Income		Income		Expense		NII		Loss Provis. on IEA		NII After Provis.		Loan Fees		R.E. Oper.		Other Income		Total Other Income
Home Bank
March 31, 2008		0.81	%	6.08	%	2.42	%	3.65	%	0.08	%	3.58	%	0.00	%	0.00	%	0.73	%	0.73	%
All Public Companies
Averages		0.35	%	5.82	%	3.15	%	2.68	%	0.28	%	2.39	%	0.03	%	-0.01	%	0.44	%	0.45	%
Medians		0.44	%	5.76	%	3.15	%	2.69	%	0.11	%	2.47	%	0.00	%	0.00	%	0.50	%	0.51	%
State of LA
Averages		0.80	%	5.93	%	2.70	%	3.24	%	-0.06	%	3.29	%	0.01	%	-0.01	%	0.80	%	0.80	%
Medians		0.94	%	6.14	%	2.84	%	3.22	%	-0.10	%	3.29	%	0.00	%	0.00	%	0.17	%	0.17	%
Comparable Group
Averages		0.64	%	6.27	%	3.21	%	3.06	%	0.17	%	2.89	%	0.03	%	-0.03	%	0.73	%	0.74	%
Medians		0.64	%	6.27	%	3.18	%	3.09	%	0.12	%	2.91	%	0.01	%	0.00	%	0.60	%	0.62	%
Comparable Group
CITZ	CFS Bancorp, Inc. of Munster IN	0.67	%	5.87	%	3.00	%	2.87	%	0.24	%	2.63	%	0.03	%	0.00	%	0.88	%	0.91	%
CFFC	Community Financial Corp. of VA(1)(3)	0.76	%	6.62	%	3.63	%	2.99	%	0.08	%	2.91	%	0.14	%	0.00	%	0.61	%	0.75	%
FCAP	First Capital, Inc. of IN	0.79	%	5.99	%	2.97	%	3.02	%	0.12	%	2.90	%	0.00	%	0.00	%	0.70	%	0.70	%
FCLF	First Clover Leaf Fin. Corp. of IL	0.59	%	5.81	%	3.16	%	2.65	%	0.12	%	2.53	%	0.00	%	0.00	%	0.11	%	0.11	%
FFBH	First Federal Bancshares of AR	0.44	%	5.98	%	3.38	%	2.60	%	0.44	%	2.16	%	0.00	%	-0.16	%	1.35	%	1.19	%
GSLA	GS Financial Corp. of LA	0.38	%	6.41	%	3.19	%	3.22	%	-0.17	%	3.39	%	0.00	%	0.00	%	0.13	%	0.13	%
HMNF	HMN Financial, Inc. of MN	0.85	%	6.86	%	3.51	%	3.35	%	0.45	%	2.90	%	0.00	%	0.00	%	0.54	%	0.55	%
JFBI	Jefferson Bancshares Inc. of TN	0.40	%	6.39	%	2.91	%	3.48	%	0.11	%	3.37	%	0.11	%	0.02	%	0.27	%	0.40	%
LBCP	Liberty Bancorp, Inc. of MO(1)	0.60	%	6.63	%	3.48	%	3.15	%	0.24	%	2.92	%	0.03	%	-0.10	%	0.60	%	0.53	%
TSH	Teche Holding Corp. of N. Iberia LA(1)	0.94	%	6.14	%	2.84	%	3.30	%	0.10	%	3.20	%	0.03	%	-0.02	%	2.10	%	2.11	%


		G&A/Other Exp.				Non-Op. Items				Yields, Costs, and Spreads
		G&A Expense		Goodwill Amort.		Net Gains		Extrao. Items		Yield On Assets		Cost Of Funds		Yld-Cost Spread		MEMO: Assets/ FTE Emp.		MEMO: Effective Tax Rate
Home Bank
March 31, 2008		3.24	%	0.00	%	0.07	%	0.00	%	6.39	%	2.80	%	3.59	%	$	3,007	29.51	%
All Public Companies
Averages		2.54	%	0.05	%	0.24	%	0.00	%	6.19	%	3.66	%	2.53	%	$	5,918	32.32	%
Medians		2.52	%	0.00	%	0.01	%	0.00	%	6.08	%	3.66	%	2.53	%	$	5,028	32.77	%
State of LA
Averages		2.97	%	0.00	%	0.06	%	0.00	%	6.21	%	3.28	%	2.93	%	$	3,964	33.05	%
Medians		3.07	%	0.00	%	0.02	%	0.00	%	6.56	%	3.16	%	2.95	%	$	4,359	32.27	%
Comparable Group
Averages		2.70	%	0.02	%	0.04	%	0.00	%	6.64	%	3.74	%	2.90	%	$	4,168	32.51	%
Medians		2.68	%	0.00	%	0.04	%	0.00	%	6.65	%	3.77	%	2.93	%	$	3,941	32.27	%
Comparable Group
CITZ	CFS Bancorp, Inc. of Munster IN	2.70	%	0.01	%	0.05	%	0.00	%	6.26	%	3.43	%	2.83	%	$	3,941	23.61	%
CFFC	Community Financial Corp. of VA(1)(3)	2.55	%	0.00	%	0.00	%	0.00	%	6.90	%	3.98	%	2.92	%		NM	NM
FCAP	First Capital, Inc. of IN	2.52	%	0.02	%	0.09	%	0.00	%	6.33	%	3.33	%	3.01	%	$	3,302	31.57	%
FCLF	First Clover Leaf Fin. Corp. of IL	1.60	%	0.13	%	0.01	%	0.00	%	6.16	%	4.15	%	2.01	%	$	7,329	38.32	%
FFBH	First Federal Bancshares of AR	2.99	%	0.00	%	-0.06	%	0.00	%	6.47	%	3.75	%	2.72	%	$	2,727	5.46	%
GSLA	GS Financial Corp. of LA	3.07	%	0.00	%	0.16	%	0.00	%	6.74	%	3.80	%	2.95	%	$	4,359	36.47	%
HMNF	HMN Financial, Inc. of MN	2.14	%	0.01	%	0.08	%	0.00	%	7.07	%	3.90	%	3.17	%	$	5,442	38.81	%
JFBI	Jefferson Bancshares Inc. of TN	2.88	%	0.00	%	0.00	%	0.00	%	6.90	%	3.74	%	3.16	%	$	3,591	54.97	%
LBCP	Liberty Bancorp, Inc. of MO(1)	2.65	%	0.00	%	0.08	%	0.00	%	7.02	%	4.15	%	2.86	%	$	4,136	31.10	%
TSH	Teche Holding Corp. of N. Iberia LA(1)	3.92	%	0.01	%	0.02	%	0.00	%	6.56	%	3.16	%	3.40	%	$	2,684	32.27	%

(1)	Financial information is for the quarter ending December 31, 2007.

(3)	Income and expense information has been annualized from available financial information.

Source:


*RP® Financial, LC.*				*PEER GROUP ANALYSIS*
				*III.11*

6.39% for the Bank). Overall, Home Bank and the Peer Group reported net interest income to average assets ratios of 3.65% and 3.06%, respectively.

In another key area of core earnings strength, the Bank maintained a higher level of operating expenses than the Peer Group. For the period covered in Table 3.3, the Bank and the Peer Group reported operating expense to average assets ratios of 3.24% and 2.72%, respectively. Consistent with the Bank’s higher operating expense ratio, Home Bank maintained a comparatively higher number of employees relative to its asset size. Assets per full time equivalent employee equaled $3.0 million for the Bank, versus a comparable measure of $4.2 million for the Peer Group. The Bank’s comparatively larger employee base relative to its asset size was viewed to be in part attributable to the Bank’s higher concentration of deposits funding assets, which included a relatively high level of more service intensive transaction account deposits. Operating expenses for the Bank also reflect an additional compensation expense associated with salary continuation agreements entered into with certain executive officers of Bank during 2007 and funding a higher than normal amount of charitable contributions in 2007. On a post-offering basis, the Bank’s operating expenses can be expected to increase with the addition of stock benefit plans and certain expenses that result from being a publicly-traded company, with such expenses already impacting the Peer Group’s operating expenses. At the same time, Home Bank’s capacity to leverage operating expenses will be greater than the Peer Group’s leverage capacity following the increase in capital realized from the infusion of net stock proceeds.

When viewed together, net interest income and operating expenses provide considerable insight into a thrift’s earnings strength, since those sources of income and expenses are typically the most prominent components of earnings and are generally more predictable than losses and gains realized from the sale of assets or other non-recurring activities. In this regard, as measured by their expense coverage ratios (net interest income divided by operating expenses), the Bank’s earnings were fairly comparable to the Peer Group’s. Expense coverage ratios posted by Home Bank and the Peer Group both equaled 1.13x.


*RP® Financial, LC.*				*PEER GROUP ANALYSIS*
				*III.12*

Sources of non-interest operating income provided a fairly similar contribution to the Bank’s and the Peer Group’s earnings. Non-interest operating income equaled 0.73% and 0.74% of Home Bank’s and the Peer Group’s average assets, respectively. Taking non-interest operating income into account in comparing the Bank’s and the Peer Group’s earnings, Home Bank’s efficiency ratio (operating expenses, net of amortization of intangibles, as a percent of the sum of non-interest operating income and net interest income) of 74.0% approximated the Peer Group’s efficiency ratio of 71.1%.

Loan loss provisions had a slightly larger impact on the Peer Group’s earnings, with loan loss provisions established by the Bank and the Peer Group equaling 0.08% and 0.17% of average assets, respectively. The relatively minor impact of loan loss provisions on the Bank’s and the Peer Group’s earnings, particularly when taking into consideration the prevailing credit market environment for mortgage based lenders, were indicative of their generally favorable credit quality measures and low risk lending strategies.

Net gains realized from the sale of assets had a comparable impact on the Bank’s and the Peer Group’s earnings, as the Bank and the Peer Group reported net gains equal to 0.07% and 0.04% of average assets, respectively. Typically, gains and losses generated from the sale of assets are viewed as earnings with a relatively high degree of volatility, particularly to the extent that such gains and losses result from the sale of investments or other assets that are not considered to be part of an institution’s core operations. Comparatively, to the extent that gains have been derived through selling fixed rate loans into the secondary market, which has consistently been the major source of the Bank’s gains, such gains may be considered to be an ongoing activity for an institution and, therefore, warrant some consideration as a core earnings factor for an institution. However, loan sale gains are still viewed as a more volatile source of income than income generated through the net interest margin and non-interest operating income. Extraordinary items were not a factor in either the Bank’s or the Peer Group’s earnings.


*RP® Financial, LC.*		*PEER GROUP ANALYSIS*
		*III.13*

Taxes had a slightly smaller impact on the Peer Group’s earnings, as the Bank and the Peer Group posted effective tax rates of 29.51% and 32.51%, respectively. As indicated in the prospectus, the Bank’s effective marginal tax rate is equal to 34.0%.

Loan Composition

Table 3.4 presents data related to the Bank’s and the Peer Group’s loan portfolio compositions (including the investment in mortgage-backed securities). The Bank’s loan portfolio composition reflected a higher concentration of 1-4 family permanent mortgage loans and mortgage-backed securities than maintained by the Peer Group (45.3% of assets versus 33.6% for the Peer Group). The Bank’s higher ratio was primarily attributable to maintaining a higher concentration of mortgage-backed securities, while the Bank also maintained a slightly higher concentration of 1-4 family loans than the Peer Group. Loans serviced for others equaled 7.5% and 9.0% of the Bank’s and the Peer Group’s assets, respectively, thereby indicating a slightly greater influence of loan servicing income on the Peer Group’s earnings. The Bank and the Peer Group maintained modest balances of servicing intangibles.

Diversification into higher risk and higher yielding types of lending was slightly less for the Bank in comparison to the Peer Group companies on average. Commercial real estate/multi-family loans represented the most significant area of lending diversification for the Bank (18.3% of assets), followed by consumer loans (8.5% of assets) and commercial business loans (8.1% of assets). The Peer Group’s lending diversification also consisted primarily of commercial real estate/multi-family loans (21.2% of assets), followed by construction/land loans (13.4% of assets) and commercial business loans (7.2% of assets). Lending diversification for the Bank also included construction/land loans (6.2% of assets), while the balance of the Peer Group’s loan portfolio composition consisted of consumer loans (3.0% of assets). The Peer Group’s higher concentration of assets in loans and greater diversification into higher risk types of loans translated into a higher risk weighted assets-to-assets ratio for the Peer Group (72.15% versus 59.90% for the Bank).


*RP® Financial, LC.*		*PEER GROUP ANALYSIS*
		*III.14*

Table 3.4

Loan Portfolio Composition and Related Information

Comparable Institution Analysis

As of March 31, 2008


		Portfolio Composition as a Percent of Assets												RWA/ Assets		Serviced For Others		Servicing Assets
Institution		MBS		1-4 Family		Constr. & Land		5+Unit Comm RE		Commerc. Business		Consumer		RWA/ Assets		Serviced For Others		Servicing Assets
		(%)		(%)		(%)		(%)		(%)		(%)		(%)		($000)		($000)
Home Bank		14.74	%	30.54	%	6.23	%	18.31	%	8.11	%	8.53	%	59.90	%	$	32,115	$	28
Comparable Group
Averages		3.99	%	29.63	%	13.41	%	21.21	%	7.23	%	3.04	%	72.15	%	$	54,662	$	201
Medians		3.51	%	29.85	%	12.77	%	22.97	%	5.57	%	1.72	%	74.32	%	$	13,540	$	41
Comparable Group
CITZ	CFS Bancorp, Inc. of Munster IN	5.84	%	24.09	%	10.80	%	26.20	%	5.11	%	0.13	%	76.35	%	$	33,660	$	91
CFFC	Community Financial Corp. of VA(1)	0.00	%	31.46	%	14.74	%	22.61	%	7.83	%	11.29	%	84.47	%	$	6,390	$	0
FCAP	First Capital, Inc. of IN	5.35	%	42.55	%	6.50	%	13.70	%	6.02	%	5.03	%	64.09	%	$	550	$	3
FCLF	First Clover Leaf Fin. Corp. of IL	1.62	%	31.69	%	4.36	%	24.72	%	7.70	%	0.68	%	72.29	%	$	38,010	$	404
FFBH	First Federal Bancshares of AR	0.00	%	31.88	%	18.99	%	16.31	%	2.66	%	2.87	%	68.63	%	$	27,840	$	0
GSLA	GS Financial Corp. of LA	11.72	%	28.24	%	6.02	%	23.75	%	1.81	%	0.49	%	51.48	%	$	13,080	$	160
HMNF	HMN Financial, Inc. of MN	1.67	%	20.55	%	19.25	%	18.57	%	20.14	%	0.82	%	77.69	%	$	400,670	$	1,270
JFBI	Jefferson Bancshares Inc. of TN	0.00	%	21.82	%	18.19	%	29.52	%	13.76	%	2.61	%	81.65	%	$	4,310	$	0
LBCP	Liberty Bancorp, Inc. of MO(1)	5.38	%	14.83	%	27.21	%	23.33	%	4.65	%	0.41	%	79.03	%	$	8,110	$	0
TSH	Teche Holding Corp. of N. Iberia LA(1)	8.35	%	49.19	%	8.06	%	13.44	%	2.65	%	6.08	%	65.83	%	$	14,000	$	79

(1)	Financial information is for the quarter ending December 31, 2007.

Source:

SNL Financial LC. and RP ^® Financial, LC. calculations. The information provided in this table has been obtained from sources we believe are reliable, but we cannot guarantee the accuracy or completeness of such information.


*RP® Financial, LC.*		*PEER GROUP ANALYSIS*
		*III.15*

Interest Rate Risk

Table 3.5 reflects various key ratios highlighting the relative interest rate risk exposure of the Bank versus the Peer Group. In terms of balance sheet composition, Home Bank’s interest rate risk characteristics were considered to be fairly similar to the Peer Group’s. Most notably, the Bank’s tangible equity-to-assets ratio and IEA/IBL ratio approximated the comparable Peer Group ratios, thereby implying a similar dependence on the yield-cost spread to sustain the net interest margin for the Bank and the Peer Group. At the same time, the Bank’s lower level of non-interest earning assets represented a slight advantage for the Bank with respect to managing interest rate risk. On a pro forma basis, the infusion of stock proceeds can be expected to provide the Bank with more favorable balance sheet interest rate risk characteristics than currently maintained by the Peer Group, particularly with respect to the increases that will be realized in Bank’s equity-to-assets and IEA/IBL ratios.

To analyze interest rate risk associated with the net interest margin, we reviewed quarterly changes in net interest income as a percent of average assets for Home Bank and the Peer Group. In general, the relative fluctuations in the Bank’s and the Peer Group’s net interest income to average assets ratios were considered to be fairly comparable and, thus, based on the interest rate environment that prevailed during the period analyzed in Table 3.5, Home Bank and the Peer Group were viewed as maintaining a similar degree of interest rate risk exposure in their respective net interest margins. The stability of the Bank’s net interest margin should be enhanced by the infusion of stock proceeds, as the increase in capital will reduce the level of interest rate sensitive liabilities funding Home Bank’s assets.

Credit Risk

Overall, based on a comparison of credit quality measures, the Bank’s credit risk exposure was considered to be less significant than Peer Group’s. As shown in Table 3.6, the Bank’s non-performing assets/assets and non-performing loans/loans ratios equaled 0.33% and 0.44%, respectively, versus comparable measures of 1.79% and


*RP® Financial, LC.*		*PEER GROUP ANALYSIS*
		*III.16*

Table 3.5

Interest Rate Risk Measures and Net Interest Income Volatility

Comparable Institution Analysis

As of March 31, 2008 or Most Recent Date Available


		Balance Sheet Measures
		Equity/ Assets		IEA/ IBL		Non-Earn. Assets/ Assets		Quarterly Change in Net Interest Income
Institution		Equity/ Assets		IEA/ IBL		Non-Earn. Assets/ Assets		3/31/2008	12/31/2007	9/30/2007	6/30/2007	3/31/2007	12/31/2006
		(%)		(%)		(%)		(change in net interest income is annualized in basis points)
Home Bank		11.9	%	109.2	%	4.7	%	-16	4	4	5	-8	2
All Public Companies		11.1	%	109.4	%	5.7	%	-1	-2	-1	2	0	-7
State of LA		18.0	%	120.4	%	4.3	%	-20	7	32	1	-3	-17
Comparable Group
Averages		12.2	%	109.2	%	5.8	%	-2	-5	-8	1	-5	-5
Medians		10.0	%	107.8	%	5.9	%	3	0	-5	3	-1	-5
Comparable Group
CITZ	CFS Bancorp, Inc. of Munster IN	10.9	%	107.4	%	6.2	%	3	1	5	10	20	11
CFFC	Community Financial Corp. of VA(1)	7.8	%	104.9	%	4.2	%	NA	-18	-1	NA	NA	-6
FCAP	First Capital, Inc. of IN	9.0	%	105.9	%	5.6	%	10	2	0	7	3	-1
FCLF	First Clover Leaf Fin. Corp. of IL	18.0	%	120.5	%	5.5	%	12	-22	-9	14	-23	-7
FFBH	First Federal Bancshares of AR	8.9	%	102.2	%	8.2	%	9	-21	-30	2	0	-4
GSLA	GS Financial Corp. of LA	14.0	%	111.7	%	4.8	%	-28	10	-3	3	-5	-27
HMNF	HMN Financial, Inc. of MN	8.7	%	108.2	%	3.0	%	-14	-18	-6	-22	-26	8
JFBI	Jefferson Bancshares Inc. of TN	21.7	%	118.8	%	7.3	%	-5	4	-9	9	4	8
LBCP	Liberty Bancorp, Inc. of MO(1)	14.1	%	108.7	%	7.1	%	NA	-1	-23	-8	-16	-24
TSH	Teche Holding Corp. of N. Iberia LA(1)	8.8	%	103.9	%	6.6	%	NA	10	2	-2	-1	-7

(1)	Financial information is for the quarter ending December 31, 2007.

NA = Change is greater than 100 basis points during the quarter.

Source:


*RP® Financial, LC.*		*PEER GROUP ANALYSIS*
		*III.17*

Table 3.6

Credit Risk Measures and Related Information

Comparable Institution Analysis

As of March 31, 2008 or Most Recent Date Available


Institution		REO/ Assets		NPAs & 90+Del/ Assets		NPLs/ Loans		Rsrves/ Loans		Rsrves/ NPLs		Rsrves/ NPAs & 90+Del		Net Loan Chargoffs		NLCs/ Loans
		(%)		(%)		(%)		(%)		(%)		(%)		($000)		(%)
Home Bank		0.01	%	0.33	%	0.44	%	0.75	%	170.70	%	163.38	%	$	97	0.03	%
All Public Companies
Averages		0.16	%	1.25	%	1.28	%	1.00	%	177.33	%	139.95	%	$	486	0.13	%
Medians		0.04	%	0.60	%	0.66	%	0.88	%	128.21	%	90.77	%	$	114	0.04	%
State of LA
Averages		0.06	%	0.86	%	1.33	%	1.79	%	383.86	%	382.46	%	$	21	0.01	%
Medians		0.04	%	0.86	%	1.33	%	1.93	%	383.86	%	382.46	%	$	0	0.00	%
Comparable Group
Averages		0.33	%	1.79	%	1.91	%	1.10	%	123.43	%	77.91	%	$	200	0.15	%
Medians		0.15	%	1.52	%	1.34	%	0.97	%	82.86	%	60.58	%	$	163	0.13	%
Comparable Group
CITZ	CFS Bancorp, Inc. of Munster IN	0.09	%	2.62	%	3.95	%	1.09	%	27.59	%	26.67	%	$	421	0.21	%
CFFC	Community Financial Corp. of VA(1)	0.07	%	0.62	%	0.62	%	0.73	%	117.56	%	104.58	%	$	144	0.14	%
FCAP	First Capital, Inc. of IN	0.25	%	1.41	%	1.33	%	0.69	%	51.82	%	35.39	%	$	182	0.22	%
FCLF	First Clover Leaf Fin. Corp. of IL	0.00	%	0.69	%	0.89	%	0.66	%	74.64	%	71.88	%	$	29	0.04	%
FFBH	First Federal Bancshares of AR	1.36	%	5.54	%	5.39	%	1.03	%	19.18	%	13.29	%	$	583	0.39	%
GSLA	GS Financial Corp. of LA	0.04	%	1.62	%	2.37	%	2.54	%	107.05	%	104.25	%	$	0	0.00	%
HMNF	HMN Financial, Inc. of MN	0.38	%	2.56	%	2.68	%	1.55	%	57.98	%	49.28	%	$	85	0.04	%
JFBI	Jefferson Bancshares Inc. of TN	0.13	%	0.25	%	0.14	%	0.63	%	467.62	%	218.52	%	$	265	0.37	%
LBCP	Liberty Bancorp, Inc. of MO(1)	0.77	%	1.95	%	1.34	%	1.22	%	91.07	%	44.07	%	$	275	0.12	%
TSH	Teche Holding Corp. of N. Iberia LA(1)	0.16	%	0.64	%	0.41	%	0.90	%	219.76	%	111.20	%	$	12	0.01	%

(1)	Financial information is for the quarter ending December 31, 2007.

Source:


*RP® Financial, LC.*		*PEER GROUP ANALYSIS*
		*III.18*

1.91% for the Peer Group. The Bank’s and Peer Group’s loss reserves as a percent of non-performing loans equaled 170.7% and 123.4%, respectively. Loss reserves maintained as percent of net loans receivable equaled 0.75% for the Bank, versus 1.10% for the Peer Group. Net loan charge-offs were a more significant factor for the Peer Group, as net loan charge-offs recorded by the Bank and the Peer Group equaled 0.03% and 0.15% of net loans receivable, respectively. As noted in the Loan Composition discussion, the Peer Group’s higher concentration of loans and greater diversification into higher risk types of loans translated into a higher risk weighted assets-to-assets ratio in comparison to the Bank’s ratio.

Summary

Based on the above analysis, RP Financial concluded that the Peer Group forms a reasonable basis for determining the pro forma market value of the Bank. Such general characteristics as asset size, capital position, interest-earning asset composition, funding composition, core earnings measures, loan composition, credit quality and exposure to interest rate risk all tend to support the reasonability of the Peer Group from a financial standpoint. Those areas where differences exist will be addressed in the form of valuation adjustments to the extent necessary.


*RP® Financial, LC.*		*VALUATION ANALYSIS*
		*IV.1*

IV. VALUATION ANALYSIS

Introduction

This chapter presents the valuation analysis and methodology, prepared pursuant to the regulatory valuation guidelines, and valuation adjustments and assumptions used to determine the estimated pro forma market value of the common stock to be issued in conjunction with the Bank’s conversion transaction.

Appraisal Guidelines

The OTS written appraisal guidelines specify the market value methodology for estimating the pro forma market value of an institution pursuant to a mutual-to-stock conversion. Pursuant to this methodology: (1) a peer group of comparable publicly-traded institutions is selected; (2) a financial and operational comparison of the subject company to the peer group is conducted to discern key differences; and (3) a valuation analysis in which the pro forma market value of the subject company is determined based on the market pricing of the peer group as of the date of valuation, incorporating valuation adjustments for key differences. In addition, the pricing characteristics of recent conversions, both at conversion and in the aftermarket, must be considered.

RP Financial Approach to the Valuation

The valuation analysis herein complies with such regulatory approval guidelines. Accordingly, the valuation incorporates a detailed analysis based on the Peer Group, discussed in Chapter III, which constitutes “fundamental analysis” techniques. Additionally, the valuation incorporates a “technical analysis” of recently completed stock conversions, including closing pricing and aftermarket trading of such offerings. It should be noted that these valuation analyses cannot possibly fully account for all the market forces which impact trading activity and pricing characteristics of a particular stock on a given day.


*RP® Financial, LC.*		*VALUATION ANALYSIS*
		*IV.2*

The pro forma market value determined herein is a preliminary value for the Company’s to-be-issued stock. Throughout the conversion process, RP Financial will: (1) review changes in Home Bank’s operations and financial condition; (2) monitor Home Bank’s operations and financial condition relative to the Peer Group to identify any fundamental changes; (3) monitor the external factors affecting value including, but not limited to, local and national economic conditions, interest rates, and the stock market environment, including the market for thrift stocks; and (4) monitor pending conversion offerings (including those in the offering phase), both regionally and nationally. If material changes should occur during the conversion process, RP Financial will evaluate if updated valuation reports should be prepared reflecting such changes and their related impact on value, if any. RP Financial will also prepare a final valuation update at the closing of the offering to determine if the prepared valuation analysis and resulting range of value continues to be appropriate.

The appraised value determined herein is based on the current market and operating environment for the Bank and for all thrifts. Subsequent changes in the local and national economy, the legislative and regulatory environment, the stock market, interest rates, and other external forces (such as natural disasters or major world events), which may occur from time to time (often with great unpredictability) may materially impact the market value of all thrift stocks, including Home Bank’s value, or Home Bank’s value alone. To the extent a change in factors impacting the Bank’s value can be reasonably anticipated and/or quantified, RP Financial has incorporated the estimated impact into the analysis.

Valuation Analysis

A fundamental analysis discussing similarities and differences relative to the Peer Group was presented in Chapter III. The following sections summarize the key differences between the Bank and the Peer Group and how those differences affect the pro forma valuation. Emphasis is placed on the specific strengths and weaknesses of the Bank relative to the Peer Group in such key areas as financial condition, profitability, growth and viability of earnings, asset growth, primary market area, dividends, liquidity


*RP® Financial, LC.*		*VALUATION ANALYSIS*
		*IV.3*

of the shares, marketing of the issue, management, and the effect of government regulations and/or regulatory reform. We have also considered the market for thrift stocks, in particular new issues, to assess the impact on value of the Bank coming to market at this time.

1.	Financial Condition

The financial condition of an institution is an important determinant in pro forma market value because investors typically look to such factors as liquidity, capital, asset composition and quality, and funding sources in assessing investment attractiveness. The similarities and differences in the Bank’s and the Peer Group’s financial strengths are noted as follows:

•

Overall A/L Composition . Loans funded by retail deposits were the primary components of both Home Bank’s and the Peer Group’s balance sheets. The Peer Group’s interest-earning asset composition exhibited a slightly higher concentration of loans with a slightly greater degree of diversification into higher risk and higher yielding types of loans. Overall, in comparison to the Peer Group, the Bank’s interest-earning asset composition provided for a lower yield earned on interest-earning assets and a lower risk weighted assets-to-assets ratio. Home Bank’s funding composition reflected a higher level of deposits and a lower level of borrowings than the comparable Peer Group ratios, which translated into a lower cost of funds for the Bank. Overall, as a percent of assets, the Bank maintained slightly higher levels of interest-earning assets and interest-bearing liabilities compared to the Peer Group’s ratios, which resulted in comparable IEA/IBL ratios for the Bank and the Peer Group. After factoring in the impact of the net stock proceeds, the Bank’s IEA/IBL ratio should exceed the Peer Group’s ratio. On balance, RP Financial concluded that asset/liability composition was a slightly positive factor in our adjustment for financial condition.

•

Credit Quality . The Bank’s ratios for non-performing assets and non-performing loans were more favorable than the comparable Peer Group ratios. Loss reserves as a percent loans were higher for the Peer Group, while the Bank maintained higher loss reserves as a percent of non-performing loans. Net loan charge-offs were a more significant factor for the Peer Group. As noted above, the Peer Group’s risk weighted assets-to-assets ratio was higher than the Bank’s. Overall, RP Financial concluded that credit quality was a slightly positive factor in our adjustment for financial condition.

•

Balance Sheet Liquidity . The Bank operated with a slightly higher level of cash and investment securities relative to the Peer Group (23.8% of assets


*RP® Financial, LC.*		*VALUATION ANALYSIS*
		*IV.4*

versus 19.5% for the Peer Group). Following the infusion of stock proceeds, the Bank’s cash and investments ratio is expected to increase as the proceeds retained at the holding company level will be initially deployed into investments. The Bank’s future borrowing capacity was considered to be slightly greater than the Peer Group’s, given the lower level of borrowings currently maintained by the Bank Overall, RP Financial concluded that balance sheet liquidity was a slightly positive factor in our adjustment for financial condition.

•

Funding Liabilities . The Bank’s interest-bearing funding composition reflected a higher concentration of deposits and a lower concentration of borrowings relative to the comparable Peer Group ratios, which translated into a higher cost of funds for the Peer Group. Total interest-bearing liabilities as a percent of assets were slightly higher for the Bank compared to the Peer Group’s ratio, which was attributable to Home Bank’s slightly lower capital position. Following the stock offering, the increase in the Bank’s capital position should provide Home Bank with a lower level of interest-bearing liabilities than maintained by the Peer Group. Overall, RP Financial concluded that funding liabilities were a slightly positive factor in our adjustment for financial condition.

•

Capital . The Peer Group currently operates with a slightly higher equity-to-assets ratio than the Bank. However, following the stock offering, Home Bank’s pro forma capital position will exceed the Peer Group’s equity-to-assets ratio. The increase in the Bank’s pro forma capital position will result in greater leverage potential and reduce the level of interest-bearing liabilities utilized to fund assets. At the same time, the Bank’s more significant capital surplus will likely result in a lower ROE. On balance, RP Financial concluded that capital strength was a slightly positive factor in our adjustment for financial condition.

On balance, Home Bank’s balance sheet strength was more favorable than the Peer Group’s and, thus, a slight upward adjustment was applied for the Bank’s financial condition.

2.	Profitability, Growth and Viability of Earnings

Earnings are a key factor in determining pro forma market value, as the level and risk characteristics of an institution’s earnings stream and the prospects and ability to generate future earnings heavily influence the multiple that the investment community will pay for earnings. The major factors considered in the valuation are described below.


*RP® Financial, LC.*		*VALUATION ANALYSIS*
		*IV.5*

•

Reported Earnings . The Bank’s reported earnings were higher than the Peer Group’s on a ROAA basis (0.81% of average assets versus 0.64% for the Peer Group). The Bank’s higher return was largely realized through earning a higher level of net interest income, which was somewhat offset by the Peer Group’s lower level of operating expenses. Reinvestment and leveraging of stock proceeds into interest-earning assets will serve to increase the Bank’s earnings, with the benefit of reinvesting proceeds expected to be somewhat offset by higher operating expenses associated with operating as a publicly-traded company and the implementation of stock benefit plans. On balance, RP Financial concluded that the Bank’s reported earnings were a slightly positive factor in our adjustment for profitability, growth and viability of earnings.

•

Core Earnings . Both the Bank’s and the Peer Group’s earnings were derived largely from recurring sources, including net interest income, operating expenses, and non-interest operating income. In these measures, the Bank operated with a higher net interest margin, a higher operating expense ratio and a comparable level of non-interest operating income. The Bank’s higher ratios for net interest income and operating expenses translated into an expense coverage ratio that was the same as the Peer Group’s ratio (equal to 1.13x for both the Bank and the Peer Group). Similarly, the Bank’s efficiency ratio of 74.0% was comparable to the Peer Group’s efficiency ratio of 71.1%. Loss provisions and taxes had slightly larger impacts on the Peer Group’s earnings. Overall, these measures, as well as the expected earnings benefits the Bank should realize from the redeployment of stock proceeds into interest-earning assets, which will be somewhat negated by expenses associated with the stock benefit plans and operating as a publicly-traded company, indicate a modest advantage for the Bank’s pro forma core earnings relative to the Peer Group’s core earnings. Therefore, RP Financial concluded that this was a slightly positive factor in our adjustment for profitability, growth and viability of earnings.

•

Interest Rate Risk . Quarterly changes in the Bank’s and the Peer Group’s net interest income to average assets ratios indicated that a similar degree of volatility was associated with the Bank’s and Peer Group’s net interest margins. Other measures of interest rate risk, such as capital and IEA/IBL ratios were fairly similar for the Bank and the Peer Group, thereby indicating a comparable dependence on the yield-cost spread to sustain net interest income. On a pro forma basis, the infusion of stock proceeds can be expected to provide the Bank with equity-to-assets and IEA/ILB ratios that will be above the Peer Group ratios, as well as enhance the stability of the Bank’s net interest margin through the reinvestment of stock proceeds into interest-earning assets. On balance, RP Financial concluded that interest rate risk was a slightly positive factor in our adjustment for profitability, growth and viability of earnings.

•

Credit Risk . Loan loss provisions were a slightly larger factor in the Peer Group’s earnings (0.17% of average assets versus 0.08% of average assets


*RP® Financial, LC.*		*VALUATION ANALYSIS*
		*IV.6*

for the Bank). In terms of future exposure to credit quality related losses, the Peer Group maintained a slightly higher concentration of assets in loans and lending diversification into higher risk types of loans was more significant for the Peer Group which translated into a higher risk weighed assets-to-assets ratio for the Peer Group. Credit quality measures for non-performing assets and loss reserves as a percent of non-performing loans were more favorable for the Bank, while the Peer Group maintained higher loss reserves as a percent of loans. Overall, RP Financial concluded that credit risk was a slightly positive factor in our adjustment for profitability, growth and viability of earnings.

•

Earnings Growth Potential . Several factors were considered in assessing earnings growth potential. First, the Bank maintained a more favorable interest rate spread than the Peer Group, which would tend to support a stronger net interest margin going forward for the Bank. Second, the infusion of stock proceeds will provide the Bank with more significant growth potential through leverage than currently maintained by the Peer Group. Lastly, the Peer Group’s lower operating expense ratio implies greater earnings growth potential and sustainability of earnings during periods when net interest margins come under pressure as the result of adverse changes in interest rates. Overall, earnings growth potential was considered to be a slightly positive factor in our adjustment for profitability, growth and viability of earnings.

•

Return on Equity . Currently, the Bank’s ROE is above the Peer Group’s ROE, which was facilitated by earning a higher return on average assets with a slightly lower level of capital than maintained by the Peer Group. As the result of the significant increase in capital that will be realized from the infusion of net stock proceeds into the Bank’s equity, the Bank’s pro forma return equity on a core earnings basis will likely be less than the Peer Group’s ROE. Accordingly, this was a slightly negative factor in the adjustment for profitability, growth and viability of earnings.

On balance, Home Bank’s pro forma earnings strength was considered to be more favorable than the Peer Group’s and, thus, a slight upward adjustment was applied for profitability, growth and viability of earnings.

3.	Asset Growth

Home Bank’s asset growth rate slightly exceeded the Peer Group’s growth rate during the period covered in our comparative analysis (5.9% versus 5.5% for the Peer Group). Asset growth for both the Bank and the Peer Group was sustained by loan


*RP® Financial, LC.*		*VALUATION ANALYSIS*
		*IV.7*

growth, with the Peer Group posting a slightly stronger loan growth rate compared to the Bank. On a pro forma basis, the Bank’s tangible equity-to-assets ratio will exceed the Peer Group’s tangible equity-to-assets ratio, indicating greater leverage capacity for the Bank. On balance, we concluded that a slight upward adjustment was warranted for asset growth.

4.	Primary Market Area

The general condition of an institution’s market area has an impact on value, as future success is in part dependent upon opportunities for profitable activities in the local market served. Home Bank serves the Acadiana region of south central Louisiana through nine banking centers, eight of which are located in Lafayette Parish and one is located in Acadia Parish. The Bank’s primary market area of Lafayette Parish has exhibited favorable demographic growth trends since the beginning of the decade, which has been supported by the strength of the regional economy with oil and oil-related businesses serving as the foundation of economic activity in the Bank’s market area. Demographic growth in the Bank’s primary market area has also positively impacted by the re-location of residents of New Orleans and other nearby markets that experienced severe hurricane damage to less affected markets such as south central Louisiana. The favorable demographic characteristics of the Bank’s market area has also fostered a highly competitive banking environment, in which the Bank competes against other community banks as well as institutions with a regional or national presence.

The Peer Group companies generally operate in a mix of suburban and rural markets, with the majority of the markets served by the Peer Group companies having comparable or smaller populations compared to Lafayette Parish. The markets served by the Peer Group companies reflected slower population growth and higher per capita income compared to Lafayette Parish. However, Lafayette Parish’s per capita income as a percent of Louisiana’s per capita income was above the comparable ratio for the Peer Group companies on average. The average and median deposit market shares maintained by the Peer Group companies were above the Bank’s market share of


*RP® Financial, LC.*		*VALUATION ANALYSIS*
		*IV.8*

deposits in Lafayette Parish. Overall, the degree of competition faced by the Peer Group companies was viewed to be less than faced by Home Bank in Lafayette Parish, while the growth potential in the markets served by the Peer Group companies was also viewed to be less favorable in comparison to Home Bank’s market area. Summary demographic and deposit market share data for the Bank and the Peer Group companies is provided in Exhibit III-4. As shown in Table 4.1, March 2008 unemployment rates for all of markets served by the Peer Group companies exceeded the comparable unemployment rate for Lafayette Parish. On balance, we concluded that a slight upward adjustment was appropriate for the Bank’s market area.

Table 4.1

Market Area Unemployment Rates

Home Bank and the Peer Group Companies(1)


	County	March 2008 Unemployment
Home Bank - LA	Lafayette	3.1	%
Peer Group Average		5.1	%
CFS Bancorp Inc. – IN	Lake	5.9	%
Community Financial Corp. – VA	Staunton	4.5
First Capital, Inc. – IN	Harrison	5.6
First Clover Leaf Fin. Corp. – IL	Madison	6.0
First Fed Bancshares – AR	Boone	5.2
GS Financial Corp. – LA	New Orleans MSA	3.8
HMN Financial, Inc. – MN	Olmsted	4.3
Jefferson Bancshares Inc. – TN	Hamblen	6.1
Liberty Bancorp, Inc. – MO	Clay	4.8
Teche Holding Corp. – LA	St. Mary	4.5

(1)	Unemployment rates are not seasonally adjusted.

Source:

U.S. Bureau of Labor Statistics.

Dividends

At this time the Bank has not established a dividend policy. Future declarations of dividends by the Board of Directors will depend upon a number of factors, including investment opportunities, growth objectives, financial condition, profitability, tax


*RP® Financial, LC.*		*VALUATION ANALYSIS*
		*IV.9*

considerations, minimum capital requirements, regulatory limitations, stock market characteristics and general economic conditions.

All ten of the Peer Group companies pay regular cash dividends, with implied dividend yields ranging from 0.98% to 5.24%. The average dividend yield on the stocks of the Peer Group institutions equaled 3.43% as of May 16, 2008. As of May 16, 2008, approximately 77% of all publicly-traded thrifts had adopted cash dividend policies (see Exhibit IV-1), exhibiting an average yield of 2.59%. The dividend paying thrifts generally maintain higher than average profitability ratios, facilitating their ability to pay cash dividends.

While the Bank has not established a definitive dividend policy prior to converting, the Bank will have the capacity to pay a dividend comparable to the Peer Group’s average dividend yield based on pro forma earnings and capitalization. On balance, we concluded that no adjustment was warranted for this factor.

6.	Liquidity of the Shares

The Peer Group is by definition composed of companies that are traded in the public markets. Nine of the Peer Group members trade on the NASDAQ Global Select Market and one trades on the AMEX. Typically, the number of shares outstanding and market capitalization provides an indication of how much liquidity there will be in a particular stock. The market capitalization of the Peer Group companies ranged from $23.0 million to $155.8 million as of May 16, 2008, with average and median market values of $64.6 million and $60.3 million, respectively. The shares issued and outstanding to the public shareholders of the Peer Group members ranged from 1.3 million to 10.7 million, with average and median shares outstanding of 4.9 million and 4.4 million, respectively. The Bank’s stock offering is expected to have a pro forma market value that will be fairly comparable to the average and median market values indicated for the Peer Group, while shares outstanding for the Bank will be in the upper end of the range of shares outstanding indicated for Peer Group companies. Like the large majority of the Peer Group companies, the Bank’s stock will be quoted on the NASDAQ Global Market following the stock offering. Overall, we anticipate that the


*RP® Financial, LC.*		*VALUATION ANALYSIS*
		*IV.10*

Bank’s public stock will have a comparable trading market as the Peer Group companies on average and, therefore, concluded no adjustment was necessary for this factor.

7.	Marketing of the Issue

We believe that three separate markets exist for thrift stocks, including those coming to market such as Home Bank: (1) the after-market for public companies, in which trading activity is regular and investment decisions are made based upon financial condition, earnings, capital, ROE, dividends and future prospects; (2) the new issue market in which converting thrifts are evaluated on the basis of the same factors, but on a pro forma basis without the benefit of prior operations as a fully-converted publicly-held company and stock trading history; and (3) the acquisition market for thrift franchises in Louisiana. All three of these markets were considered in the valuation of the Bank’s to-be-issued stock.

The Public Market

The value of publicly-traded thrift stocks is easily measurable, and is tracked by most investment houses and related organizations. Exhibit IV-1 provides pricing and financial data on all publicly-traded thrifts. In general, thrift stock values react to market stimuli such as interest rates, inflation, perceived industry health, projected rates of economic growth, regulatory issues and stock market conditions in general. Exhibit IV-2 displays historical stock market trends for various indices and includes historical stock price index values for thrifts and commercial banks. Exhibit IV-3 displays historical stock price indices for thrifts only.

In terms of assessing general stock market conditions, the performance of the overall stock market has been mixed over the past year. Stocks rallied higher in mid-May 2007, with the upturn being supported by a new wave of corporate deals, lower oil prices and a stronger than expected reading for May consumer confidence. Comparatively, profit taking and concerns about a pullback in China’s stock market caused stocks to head lower in late-May. Inflation worries and higher rates pushed


*RP® Financial, LC.*		*VALUATION ANALYSIS*
		*IV.11*

stocks lower in early-June, while a strong retail sales report for May triggered a rebound in the stock market in mid-June. Stocks generally traded lower in the second half of June on continued inflation concerns, as well as higher oil prices and weakness in the housing market.

The broader stock market showed a positive trend at the start of third quarter of 2007, with the DJIA closing at record highs in mid-July. A positive report on manufacturing activity in June, healthy job growth reflected in the June employment report and merger news contributed to the stock market rally. A favorable second quarter earnings report by IBM helped the DJIA close above the 14000 mark heading into late-July, which was followed a general downturn in stocks during late-July and early-August. Stocks were driven lower by fears that the housing slump was spreading to the broader economy and concerns of a widening credit crunch prompted by home mortgage lenders cutting off credit or raising rates for a growing number of borrowers. The stock market turned highly volatile in mid-August, reflecting mixed economic news and the ongoing fallout from the credit crisis. Volatility in the stock market continued to prevail through the end of August, based on concerns about the impact of the credit crunch on the economy and speculation about whether or not the Federal Reserve would cut rates at its September meeting. A disappointing employment report for August, which showed a drop in jobs for the first time in four years, caused stocks to plummet in early-September. However, upbeat news about consumer demand boosted stocks in mid-September ahead of the Federal Reserve meeting. Stocks soared on news of the Federal Reserve’s decision to cut the federal funds rate by a half of percentage point rate, which exceeded the quarter point rate cut most economists had expected. The larger than expected rate cut generally sustained the positive trend in the broader stock market through the end of the third quarter.

The DJIA started the fourth quarter of 2007 soaring to a record high, which was followed by an uneven market for stocks going into mid-October amid uncertainty over forthcoming third quarter earnings reports. Lackluster earnings and credit concerns sparked a mid-October sell-off, as Standard & Poor’s reduced its rating on more than 1,400 types of residential mortgage-backed securities. Stocks rebounded


*RP® Financial, LC.*		*VALUATION ANALYSIS*
		*IV.12*

somewhat in late-October, supported by some good third quarter earnings in the technology sector and the Federal Reserve’s decision to cut rates by a quarter point as expected. Fresh concerns about problems in the credit markets becoming worse, fears of soaring energy prices and the dollar falling caused stocks to plummet in early-November. Following a close below 13000, the DJIA had a one day rebound of over 300 points on bargain hunting. Stocks pulled back heading into the second half of November, reflecting concerns that the weak housing market would depress consumer spending and expectations of more write-downs to be taken on risky debt. Stocks rebounded in late-November and early-December, amid growing expectations that the Federal Reserve would cut rates at its mid-December meeting. News of a 0.25% rate cut by the Federal Reserve sent stocks sharply lower in mid-December 2007, as some investors had hoped for a more significant rate cut. Credit worries and downgrades of several bellwether stocks also contributed to the mid-December pullback in the broader stock market. Weak economic data and expectations that fourth quarter earnings would reflect more large write-downs of subprime mortgage debt by some of the world’s largest banks weighed on stocks in year end trading.

The downward trend in stocks continued at the start of 2008, as mounting concerns about the economy, higher oil prices and news of more large write-downs taken on subprime mortgages and debt all contributed to the negative sentiment in the stock market. IBM’s strong earnings report for the fourth provided a boost to the stock market in mid-January. Stocks tumbled sharply lower heading into the second half of January on investors’ fears of more damage to come from the subprime mortgage crisis following huge fourth quarter losses reported by Citigroup and Merrill Lynch. A surprise 0.75% rate cut by the Federal Reserve on January 22, 2008 helped to limit damage from the prior day’s sell-off in the global markets, which was spurred by fears that a U.S. recession would slow economic growth in the foreign markets as well. News of a possible bond-insurance bailout triggered a sharp mid-day rebound in the DJIA the day following the rate cut, as the DJIA recovered almost 600 points from morning lows and closed up almost 300 points for the day. Following three consecutive sessions of gains, stocks closed lower at the end of the week on profit taking. Some positive economic


*RP® Financial, LC.*		*VALUATION ANALYSIS*
		*IV.13*

data and a second rate cut by the Federal Reserve in nine days helped the broader stock market to close out January on an upbeat note.

Recession fears, fueled by a decline in January service-sector activity, triggered a broad based sell-off in the stock market in early-February 2008. A favorable retail sales report for January helped stocks to rebound in mid-January, which was followed by a downward trend heading into late-February amid higher oil prices, more weak economic data and signs of stagflation. Following a brief rally, stocks plunged at the end of February on concerns about the ongoing credit crisis and rising oil prices. Escalating problems in the bond market and weak economic data, which included job losses in the February employment report and a record number of homes entering foreclosure in the fourth quarter, extended the downturn in the broader stock market during the first part of March. Stocks soared higher heading into mid-March after the Federal Reserve said it would lend Wall Street $200 billion in a move aimed at taking difficult to trade securities temporarily out of circulation. The stock market experienced heightened volatility in mid-March, with the DJIA swinging significantly higher or lower on a daily basis. Stocks declined sharply on news of Bear Stearns’ collapse, which was followed by a more than 400 point increase in the DJIA. The surge in stocks was supported by the Federal Reserve cutting its target rate by 0.75% to 2.25% and Goldman Sachs and Lehman Brothers reporting better than expected earnings. Stocks tumbled the following day, with the DJIA declining by almost 300 points on renewed worries about the economy. Led by financial stocks, the stock market rebounded strongly heading into late-March. Major contributors to the rally in financial stocks were Fannie Mae and Freddie Mac, which rebounded on easing of regulatory constraints, and J.P. Morgan’s increased bid for Bear Stearns from $2 a share to $10 a share. Concerns about the broader economy pressured stocks lower at the close of the first quarter. Overall, the first quarter of 2008 was the worst quarter for the DJIA in five and one-half years, as a 7.6% decline was recorded in the DJIA for the first quarter.

Stocks surged higher at the start of the second quarter of 2008, with the DJIA posting a gain of almost 400 points on news that two major financial firms with significant credit risk issues took steps with to shore up their capital. Uncertainty over


*RP® Financial, LC.*		*VALUATION ANALYSIS*
		*IV.14*

first quarter earnings reports provided for a narrow trading range heading in mid-April, which was followed by a downturn in the broader stock market. Stocks retreated after a disappointing first quarter earnings report from General Electric stoked concerns about the health of both corporate profits and the economy in general. Some better-than-expected first quarter earnings reports provided a boost to stocks in mid-April, which was followed by a narrow trading range through the end of April amid mixed earnings reports and the Federal Reserve’s decision to cut its target rate by 0.25% as expected. The broader stock market started May on a positive note, but then led by a sell-off in financial stocks reversed course heading into mid-May. Higher oil prices and ongoing concerns of eroding credit quality contributed to the decline in financial stocks. The broader stock market showed a positive trend heading into mid-May, which was supported by a slight decline in oil prices and encouraging inflation numbers reflected in the April data for consumer prices. On May 16, 2008, the DJIA closed at 12986.80, a decrease of 4.2% from one year ago and a decrease of 2.1% year-to-date, and the NASDAQ closed at 2528.85, a decrease of 1.2% from one year ago and a decrease of 4.7% year-to-date. The Standard & Poor’s 500 Index closed at 1425.35 on May 16, 2008, a decrease of 6.4% from one year ago and a decrease of 2.9% year-to-date.

The market for thrift stocks has been mixed during the past 12 months, but, in general, thrift stocks have underperformed the broader stock market. A disappointing report on the outlook for the housing market weighed on the thrift sector in mid-May 2007, with the National Association of Home Builders report projecting that home sales and housing production would not begin to improve until late in 2007. Merger news provided a boost to thrift stocks heading into late-May, but the gains were not sustained as thrift stocks traded lower on news of stronger than expected economic data and higher interest rates. A favorable employment report for May boosted thrift stocks at the start of June, which was followed by a general downturn in thrift stocks going into mid-June on higher interest rates. Higher interest rates and lackluster housing data furthered the downward trend in thrift stocks during the second half of June.


*RP® Financial, LC.*		*VALUATION ANALYSIS*
		*IV.15*

The thrift sector continued to struggle at the beginning of the third quarter of 2007 on earnings worries and the widening meltdown in the subprime market as Standard & Poor’s and Moody’s announced plans to downgrade securities backed by subprime mortgages. Bargain hunting and strength in the broader market supported a brief rebound in thrift stocks in mid-July, which was followed a sharp sell off on fears of spreading subprime problems and some second quarter earnings reports showing deterioration in credit quality. A disappointing second quarter earnings report by Countrywide Financial and a larger-than-expected decline in new home sales knocked thrift equities lower in late-July. The downturn in thrift stocks continued into the beginning of August on news that American Home Mortgage Investment Corp. was shutting down operations due to liquidity problems. Thrift stocks participated in the volatility exhibited in the broader stock market in mid-August, but, in general, the downward trend in thrift equities continued during the first half of August. Thrift equities benefited from the mid-August discount rate cut by the Federal Reserve and then fluctuated along with the broader market through the end of August based on speculation over the outcome of the Federal Reserve’s next meeting. The weaker-than-expected employment report for August depressed thrift issues in early-September, but thrift stocks bounced back in mid-September. The recovery in thrift stocks was aided by news that Countrywide Financial had arranged for an additional $12 billion of secured borrowings. Thrift stocks rallied on news of the larger than expected 50 basis rate cut by the Federal Reserve, although the positive trend in thrift stocks was not sustained through the end of the third quarter. The pull back in thrift stocks reflected ongoing concerns over the weak housing market and the anticipated rise in credit quality related losses that were expected to be seen in third quarter earnings reports.

Thrift stocks traded in a narrow range at the start of the fourth quarter, but then headed lower in mid-October. The downturn was led by thrifts with exposure to the subprime market, as those institutions reported larger than expected credit losses for the third quarter. The as expected quarter point rate cut by the Federal Reserve helped thrift stocks to stabilize in late-October, although the sell-off in thrift equities resumed in early-November. Institutions with exposure to the subprime mortgage market continued to lead the downturn, as Washington Mutual’s stock plunged on expectations that it


*RP® Financial, LC.*		*VALUATION ANALYSIS*
		*IV.16*

would continue to experience significant credit losses in 2008. Beaten down thrift stocks recovered modestly going into mid-November, but the downturn resumed on worries over further deterioration in the subprime market and the depressed housing market. Freddie Mac’s significantly larger-than-expected loss for the third quarter prompted further selling in thrift stocks heading into late-November. Hopes for a rate cut at the next Federal Reserve meeting boosted the thrift sector in late-November. Thrift stocks traded in narrow range in the first week of December, as investors awaited the outcome of the forthcoming Federal Reserve meeting. The mid-December downturn in the broader market following the Federal Reserve’s decision to lower rates a quarter point was evidenced in the thrift sector as well. In contrast to the broader stock market, thrift stocks continued to trade lower the day following the rate cut. The weak housing market, as reflected by a sharp drop in home prices and a drop-off in mortgage application volume, along with inflation worries and predictions of massive write-downs that would be recorded in the fourth quarter were noted factors that depressed thrift stocks through the end of December.

The downward spiral in thrift stocks continued at the beginning of 2008, particularly the stocks of those institutions with significant exposure to the subprime mortgage market such as Countrywide and Washington Mutual. Thrift stocks in general were also hurt by weak housing data and the growing prospects that the housing slump would continue throughout 2008. News of a rise in mortgage delinquencies at Countrywide and rumors of Countrywide going into bankruptcy further contributed to the slide in thrift stocks heading into mid-January. The announced acquisition of Countrywide by Bank of America had little impact on thrift stocks in general. Earnings related worries depressed thrift stocks heading into the second half of January, reflecting expectations that more significant credit quality related losses would be a widespread factor in the fourth quarter earnings reports for thrift institutions in general. Thrift stocks moved higher on the surprise rate cut by the Federal and then spiked higher along with the broader stock market the day following the rate cut. Consistent with the broader stock market, thrift stocks traded lower at the end of the week. For the balance of January and through most of February, thrift stocks generally paralleled trends in the broader market. Financial stocks led the broader market lower at the end


*RP® Financial, LC.*		*VALUATION ANALYSIS*
		*IV.17*

of February and into the first part of March, as worries about the health of key financial companies escalated. Shares of thrift stocks were among the hardest hit, as investors dumped thrift stocks in conjunction with a sharp sell-off in the stocks of Fannie Mae and Freddie Mac amid fears that defaults would force them to raise more capital. News of the Federal Reserve’s $200 billion liquidity program sent thrift stocks sharply higher heading into mid-March. Thrift stocks participated in the day-to-day swings experienced in the broader stock market during mid-March, as investors assessed the outlook for mortgage lenders in a slumping market for housing and the possibility of the economy going into recession. The rebound in the stocks of Fannie Mae and Freddie Mac provided a healthy boost to thrift stocks heading into late-March, while troubling economic data and warnings of further write downs pulled thrift stocks lower along with the broader stock market at the close of the first quarter.

Thrift stocks surged higher in conjunction with the broader stock market at the start of the second quarter of 2008, as UBS and Lehman Brothers announced plans to bolster their capital to offset huge losses recorded from writing down troubled investments. A weaker-than-expected employment report for March depressed thrift stocks in early-April, although thrift stocks bounced back on news that Washington Mutual was in discussions to raise $5 billion from private equity-led investors. Thrift stocks drifted lower heading into mid-April in anticipation of first quarter earnings remaining depressed by more write downs on mortgages and mortgage-related securities. Bargain hunting and some positive first quarter earnings events provided a modest boost to thrift stocks in late-April, while thrift stocks edged lower on news of the Federal Reserve rate cut at the end of April. Calmer credit markets and a better-than-expected employment report for April were somewhat offset by a cut in Countrywide’s credit rating, as thrift stocks traded unevenly at the beginning of May. Higher oil prices and more negative news reported by financial institutions pressured thrift stocks lower going into mid-May. Thrift stocks edged higher along with the broader stock market heading into mid-May. On May 16, 2008, the SNL Index for all publicly-traded thrifts closed at 978.4, a decrease of 43.0% from one year ago and a decrease of 7.5% year-to-date.


*RP® Financial, LC.*		*VALUATION ANALYSIS*
		*IV.18*

The New Issue Market

In addition to thrift stock market conditions in general, the new issue market for converting thrifts is also an important consideration in determining the Bank’s pro forma market value. The new issue market is separate and distinct from the market for seasoned thrift stocks in that the pricing ratios for converting issues are computed on a pro forma basis, specifically: (1) the numerator and denominator are both impacted by the conversion offering amount, unlike existing stock issues in which price change affects only the numerator; and (2) the pro forma pricing ratio incorporates assumptions regarding source and use of proceeds, effective tax rates, stock plan purchases, etc. which impact pro forma financials, whereas pricing for existing issues are based on reported financials. The distinction between pricing of converting and existing issues is perhaps no clearer than in the case of the price/book (“P/B”) ratio in that the P/B ratio of a converting thrift will typically result in a discount to book value whereas in the current market for existing thrifts the P/B ratio often reflects a premium to book value. Therefore, it is appropriate to also consider the market for new issues, both at the time of the conversion and in the aftermarket.

The market for recent conversions has pulled back along with the thrift sector in general, with a number of the recent offerings being undersubscribed and typically reflecting only modest price appreciation or, in some cases, trading below their IPO prices in initial after market trading activity. As shown in Table 4.2, one second-step conversion and one mutual holding company offering were completed during the past three months. Both offerings were closed at the minimum of their respective valuation ranges. Baltimore County’s second-step conversion offering closed at a pro forma P/TB of 63.6% and William Penn’s mutual holding company offering closed at a pro forma P/TB ratio of 56.5%. Based on closing stock market prices as of May 16, 2008, Baltimore County’s and William Penn’s stock prices were 13.5% and 37.5% above their respective IPO prices.

Shown in Table 4.3 are the current pricing ratios for the one company that has completed a fully-converted offering during the past three months and is traded on


*RP® Financial, LC.*		*VALUATION ANALYSIS*
		*IV.19*

Table 4.2

Pricing Characteristics and After-Market Trends

Recent Conversions Completed (Last Three Months)


Institutional Information			Pre-Conversion Data								Offering Information								Contribution to Charitable Found.			Insider Purchases
			Financial Info.				Asset Quality															% Off Incl. Fdn.
			Financial Info.				Asset Quality															Benefit Plans								Initial
Institution	Conver. Date	Ticker	Assets		Equity/ Assets		NPAs/ Assets		Res. Cov.		Gross Proc.		% Offered		% of Mid.		Exp./ Proc.		Form	% of Offering		ESOP		Recog. Plans		Stk Option		Mgmt.& Dirs.		Dividend Yield
			($Mil)		(%)		(%)		(%)		($Mil.)		(%)		(%)		(%)			(%)		(%)		(%)		(%)		(%)(2)		(%)
*Standard Conversions*
Averages - Standard Conversions:
Medians - Standard Conversions:
*Second Step Conversions*
BCSB Bancorp, Inc., MD	4/11/08	BCSB- NASDAQ	$	623	5.73	%	0.49	%	89	%	$	19.8	63	%	85	%	12.2	%	N.A.	N.A.		6.2	%	2.3	%	9.7	%	3.3	%	0.00	%
Averages - Second Step Conversions:			$	623	5.73	%	0.49	%	89	%	$	19.8	63	%	85	%	12.2	%	N.A.	N.A.		6.2	%	2.3	%	9.7	%	3.3	%	0.00	%
Medians - Second Step Conversions:			$	623	5.73	%	0.49	%	89	%	$	19.8	63	%	85	%	12.2	%	N.A.	N.A.		6.2	%	2.3	%	9.7	%	3.3	%	0.00	%
*Mutual Holding Company Conversions*
William Penn Bancorp, Inc., PA*	4/16/08	WMPN- NASDAQ	$	269	12.54	%	0.28	%	246	%	$	10.3	28	%	85	%	6.0	%	C/S	150K/6.54	%	8.0	%	6.5	%	16.3	%	9.5	%	0.00	%
Averages - Mutual Holding Company Conversions:			$	269	12.54	%	0.28	%	246	%	$	10.3	28	%	85	%	6.0	%	NA	NA		8.0	%	6.5	%	16.3	%	9.5	%	0.00	%
Medians - Mutual Holding Company Conversions:			$	269	12.54	%	0.28	%	246	%	$	10.3	28	%	85	%	6.0	%	NA	NA		8.0	%	6.5	%	16.3	%	9.5	%	0.00	%
Averages - All Conversions:			$	446	9.14	%	0.39	%	168	%	$	15.0	46	%	85	%	9.1	%	NA	NA		7.1	%	4.4	%	13.0	%	6.4	%	0.00	%
Medians - All Conversions:			$	446	9.14	%	0.39	%	168	%	$	15.0	46	%	85	%	9.1	%	NA	NA		7.1	%	4.4	%	13.0	%	6.4	%	0.00	%


Institutional Information			Pro Forma Data													Post-IPO Pricing Trends
			Pricing Ratios(3)					Financial Charac.								Closing Price:
			Pricing Ratios(3)					Financial Charac.								First Trading Day				After First Week(4)				After First Month(5)
Institution	Conver. Date	Ticker	P/TB		Core P/E	P/A		Core ROA		TE/A		Core ROE		IPO Price		First Trading Day		% Change		After First Week(4)		% Change		After First Month(5)		% Change		Thru 5/16/08		% Change
			(%)		(x)	(%)		(%)		(%)		(%)		($)		($)		(%)		($)		(%)		($)		(%)		($)		(%)
*Standard Conversions*
Averages - Standard Conversions:
Medians - Standard Conversions:
*Second Step Conversions*
BCSB Bancorp, Inc., MD	4/11/08	BCSB- NASDAQ	63.6	%	NM	4.9	%	NM		7.7	%	NM		$	10.00	$	11.04	10.4	%	$	11.35	13.5	%	$	11.35	13.5	%	$	11.35	13.5	%
Averages - Second Step Conversions:			63.6	%	NM	4.9	%	NM		7.7	%	NM		$	10.00	$	11.04	10.4	%	$	11.35	13.5	%	$	11.35	13.5	%	$	11.35	13.5	%
Medians - Second Step Conversions:			63.6	%	NM	4.9	%	NM		7.7	%	NM		$	10.00	$	11.04	10.4	%	$	11.35	13.5	%	$	11.35	13.5	%	$	11.35	13.5	%
*Mutual Holding Company Conversions*
William Penn Bancorp, Inc., PA*	4/16/08	WMPN- NASDAQ	56.5	%	18.0x	12.2	%	0.7	%	15.1	%	4.5	%	$	10.00	$	11.75	17.5	%	$	13.25	32.5	%	$	13.75	37.5	%	$	13.75	37.5	%
Averages - Mutual Holding Company Conversions:			56.5	%	18.0x	12.2	%	0.7	%	15.1	%	4.5	%	$	10.00	$	11.75	17.5	%	$	13.25	32.5	%	$	13.75	37.5	%	$	13.75	37.5	%
Medians - Mutual Holding Company Conversions:			56.5	%	18.0x	12.2	%	0.7	%	15.1	%	4.5	%	$	10.00	$	11.75	17.5	%	$	13.25	32.5	%	$	13.75	37.5	%	$	13.75	37.5	%
Averages - All Conversions:			60.0	%	18.0x	8.5	%	0.7	%	11.4	%	4.5	%	$	10.00	$	11.40	14.0	%	$	12.30	23.0	%	$	12.55	25.5	%	$	12.55	25.5	%
Medians - All Conversions:			60.0	%	18.0x	8.5	%	0.7	%	11.4	%	4.5	%	$	10.00	$	11.40	14.0	%	$	12.30	23.0	%	$	12.55	25.5	%	$	12.55	25.5	%

Note: * - Appraisal performed by RP Financial; BOLD =RP Financial did the Conversion Business Plan. “NT” - Not Traded; “NA” - Not Applicable, Not Available; C/S-Cash/Stock.

(1)	Non-OTS regulated thrift.

(2)	As a percent of MHC offering for MHC transactions.

(3)	Does not take into account the adoption of SOP 93-6.

(4)	Latest price if offering is less than one week old.

(5)	Latest price if offering is more than one week but less than one month old.

(6)	Mutual holding company pro forma data on full conversion basis.

(7)	Simultaneously completed acquisition of another financial institution.

(8)	Simultaneously converted to a commercial bank charter.

(9)	Former credit union.

May 16, 2008


*RP® Financial, LC.*		*VALUATION ANALYSIS*
		*IV.20*

Table 4.3

Market Pricing Comparatives

Prices As of May 16, 2008


	Market				Per Share Data
	Capitalization				Core 12 Month EPS(2)			Book Value/ Share												Dividends(4)						Financial Characteristics(6)
	Price/ Share(1)		Market Value							Pricing Ratios(3)										Amount/ Share				Payout Ratio(5)		Total Assets		Equity/ Assets		NPAs/ Assets		Reported				Core
Financial Institution	Price/ Share(1)		Market Value							P/E		P/B		P/A		P/TB		P/Core		Amount/ Share		Yield		Payout Ratio(5)		Total Assets		Equity/ Assets		NPAs/ Assets		ROA		ROE		ROA		ROE
	($)		($Mil)		($)			($)		(x)		(%)		(%)		(%)		(x)		($)		(%)		(%)		($Mil)		(%)		(%)		(%)		(%)		(%)		(%)
All Public Companies	$	14.80	$	361.58	$	0.71		$	13.53	20.53	x	117.66	%	15.21	%	133.26	%	21.00	x	$	0.39	2.53	%	33.73	%	$	3,173	12.75	%	0.65	%	0.52	%	4.65	%	0.48	%	4.44	%
Converted Last 3 Months (no MHC)	$	12.19	$	38.04		($0.06	)	$	16.53	NM		73.74	%	5.96	%	77.50	%	NM		$	0.00	0.00	%	NM		$	638	8.08	%	0.49	%	-0.38	%	-4.72	%	-0.03	%	-0.36	%
Converted Last 3 Months (no MHC)
BCSB BCSB Bancorp, Inc. of MD	$	12.19	$	38.04		($0.06	)	$	16.53	NM		73.74	%	5.96	%	77.50	%	NM		$	0.00	0.00	%	NM		$	638	8.08	%	0.49	%	-0.38	%	-4.72	%	-0.03	%	-0.36	%

(1)	Average of High/Low or Bid/Ask price per share.

(2)	EPS (estimate core basis) is based on actual trailing 12 month data, adjusted to omit non-operating items on a tax-effected basis.

(3)	P/E = Price to earnings; P/B = Price to book; P/A = Price to assets; P/TB = Price to tangible book value; and P/Core = Price to core earnings.

(4)	Indicated 12 month dividend, based on last quarterly dividend declared.

(5)	Indicated 12 month dividend as a percent of trailing 12 month estimated core earnings.

(6)	ROA (return on assets) and ROE (return on equity) are indicated ratios based on trailing 12 month common earnings and average common equity and total assets balances.

(7)	Excludes from averages and medians those companies the subject of actual or rumored acquisition activities or unusual operating characteristics.

Source:

Corporate reports, offering circulars, and RP ^® Financial, LC. calculations. The information provided in this report has been obtained from sources we believe are reliable, but we cannot guarantee the accuracy or completeness of such information.


*RP® Financial, LC.*		*VALUATION ANALYSIS*
		*IV.21*

NASDAQ or an Exchange. Based on its closing stock price as of May 16, 2008, Baltimore County was trading at a P/TB ratio of 77.50%.

The Acquisition Market

Also considered in the valuation was the potential impact on Home Bank’s stock price of recently completed and pending acquisitions of other thrift institutions operating in Louisiana. As shown in Exhibit IV-4, there were five Louisiana thrift acquisitions completed from the beginning of 2004 through May 16, 2008, and there are currently no acquisitions pending of a Louisiana savings institution. The recent acquisition activity involving Louisiana savings institutions may imply a certain degree of acquisition speculation for the Bank’s stock. To the extent that acquisition speculation may impact the Bank’s offering, we have largely taken this into account in selecting companies for the Peer Group which operate in markets that have experienced a comparable level of acquisition activity as the Bank’s market and, thus, are subject to the same type of acquisition speculation that may influence Home Bank’s stock. However, since converting thrifts are subject to a three-year regulatory moratorium from being acquired, acquisition speculation in Home Bank’s stock would tend to be less compared to the stocks of the Peer Group companies.

* * * * * * * * * * *

In determining our valuation adjustment for marketing of the issue, we considered trends in both the overall thrift market, the new issue market including the new issue market for thrift conversions and the local acquisition market for thrift stocks. Taking these factors and trends into account, RP Financial concluded that a moderate downward adjustment was appropriate in the valuation analysis for purposes of marketing of the issue.

8.	Management

The Bank’s management team appears to have experience and expertise in all of the key areas of the Bank’s operations. Exhibit IV-5 provides summary resumes of the Bank’s Board of Directors and senior management. The financial characteristics of the


*RP® Financial, LC.*		*VALUATION ANALYSIS*
		*IV.22*

Bank suggest that the Board and senior management have been effective in implementing an operating strategy that can be well managed by the Bank’s present organizational structure. The Bank currently does not have any senior management positions that are vacant.

Similarly, the returns, equity positions and other operating measures of the Peer Group companies are indicative of well-managed financial institutions, which have Boards and management teams that have been effective in implementing competitive operating strategies. Therefore, on balance, we concluded no valuation adjustment relative to the Peer Group was appropriate for this factor.

9.	Effect of Government Regulation and Regulatory Reform

In summary, as a fully-converted OTS regulated institution, Home Bank will operate in substantially the same regulatory environment as the Peer Group members — all of whom are adequately capitalized institutions and are operating with no apparent restrictions. Exhibit IV-6 reflects the Bank’s pro forma regulatory capital ratios. On balance, no adjustment has been applied for the effect of government regulation and regulatory reform.

Summary of Adjustments

Overall, based on the factors discussed above, we concluded that the Bank’s pro forma market value should reflect the following valuation adjustments relative to the Peer Group:


Key Valuation Parameters:		Valuation Adjustment

Financial Condition		Slight Upward
Profitability, Growth and Viability of Earnings		Slight Upward
Asset Growth		Slight Upward
Primary Market Area		Slight Upward
Dividends		No Adjustment
Liquidity of the Shares		No Adjustment
Marketing of the Issue		Moderate Downward
Management		No Adjustment
Effect of Govt. Regulations and Regulatory Reform		No Adjustment


*RP® Financial, LC.*		*VALUATION ANALYSIS*
		*IV.23*

Valuation Approaches

In applying the accepted valuation methodology promulgated by the OTS and adopted by the FDIC, i.e., the pro forma market value approach, including the fully-converted analysis described above, we considered the three key pricing ratios in valuing the Bank’s to-be-issued stock — price/earnings (“P/E”), price/book (“P/B”), and price/assets (“P/A”) approaches — all performed on a pro forma basis including the effects of the stock proceeds. In computing the pro forma impact of the conversion and the related pricing ratios, we have incorporated the valuation parameters disclosed in the Bank’s prospectus for reinvestment rate, effective tax rate, stock benefit plan assumptions and expenses (summarized in Exhibits IV-7 and IV-8).

In our estimate of value, we assessed the relationship of the pro forma pricing ratios relative to the Peer Group and recent conversion offerings.

RP Financial’s valuation placed an emphasis on the following:

•

P/E Approach . The P/E approach is generally the best indicator of long-term value for a stock. Given the similarities between the Bank’s and the Peer Group’s earnings composition and overall financial condition, the P/E approach was carefully considered in this valuation. At the same time, recognizing that (1) the earnings multiples will be evaluated on a pro forma fully-converted basis for the Bank as well as for the Peer Group; and (2) the Peer Group on average has had the opportunity to realize the benefit of reinvesting and leveraging the offering proceeds, we also gave weight to the other valuation approaches.

•

P/B Approach . P/B ratios have generally served as a useful benchmark in the valuation of thrift stocks, particularly in the context of an initial public offering, as the earnings approach involves assumptions regarding the use of proceeds. RP Financial considered the P/B approach to be a valuable indicator of pro forma value taking into account the pricing ratios under the P/E and P/A approaches. We have also modified the P/B approach to exclude the impact of intangible assets (i.e., price/tangible book value or “P/TB”), in that the investment community frequently makes this adjustment in its evaluation of this pricing approach.

•

P/A Approach . P/A ratios are generally a less reliable indicator of market value, as investors typically assign less weight to assets and attribute greater weight to book value and earnings. Furthermore, this approach as set forth in the regulatory valuation guidelines does not take into account the amount of stock purchases funded by deposit withdrawals, thus understating the pro


*RP® Financial, LC.*		*VALUATION ANALYSIS*
		*IV.24*

forma P/A ratio. At the same time, the P/A ratio is an indicator of franchise value, and, in the case of highly capitalized institutions, high P/A ratios may limit the investment community’s willingness to pay market multiples for earnings or book value when ROE is expected to be low.

The Bank will adopt Statement of Position (“SOP”) 93-6, which will cause earnings per share computations to be based on shares issued and outstanding excluding unreleased ESOP shares. For purposes of preparing the pro forma pricing analyses, we have reflected all shares issued in the offering, including all ESOP shares, to capture the full dilutive impact, particularly since the ESOP shares are economically dilutive, receive dividends and can be voted. However, we did consider the impact of the adoption of SOP 93-6 in the valuation.

Based on the application of the three valuation approaches, taking into consideration the valuation adjustments discussed above, RP Financial concluded that as of May 16, 2008, the pro forma market value of the Bank’s full conversion offering equaled $75,000,000 at the midpoint, equal to 7,500,000 shares at $10.00 per share.

June 6, 2008

1. Price-to-Earnings (“P/E”) . The application of the P/E valuation method requires calculating the Bank’s pro forma market value by applying a valuation P/E multiple (fully-converted basis) to the pro forma earnings base. In applying this technique, we considered both reported earnings and a recurring earnings base, that is, earnings adjusted to exclude any one-time non-operating items, plus the estimated after-tax earnings benefit of the reinvestment of the net proceeds. The Bank’s reported earnings equaled $3.361 million for the twelve months ended March 31, 2008. In deriving Home Bank’s core earnings, the only adjustments made to reported earnings were to eliminate net gains on the sale of loans and the loss on sale of real estate owned, which equaled $314,000 and $4,000, respectively, for the twelve months ended March 31, 2008. As shown below, on a tax effected basis, assuming an effective marginal tax rate of 34.0% for the earnings adjustments, the Bank’s core earnings were determined to equal $3.156 million for the twelve months ended March 31, 2008. (Note: see Exhibit IV-9 for the adjustments applied to the Peer Group’s earnings in the calculation of core earnings).


*RP® Financial, LC.*		*VALUATION ANALYSIS*
		*IV.25*


	Amount
		($000	)
Net income	$	3,361
Deduct: Net gain on sale of loans(1)		(207	)
Add back: Loss on sale of REO(1)		2

Core earnings estimate	$	3,156

(1)	Tax effected at 34.0%.

Based on the Bank’s reported and estimated core earnings and incorporating the impact of the pro forma assumptions discussed previously, the Bank’s pro forma reported and core P/E multiples at the $75.0 million midpoint value equaled 22.10 times and 23.52 times, respectively, which provided for premiums of 20.1% and 38.7% relative to the Peer Group’s average reported and core P/E multiples of 18.40 times and 16.96 times, respectively (see Table 4.4). In comparison to the Peer Group’s median reported and core earnings multiples which equaled 16.51 times and 13.68 times, respectively, the Bank’s pro forma reported and core P/E multiples at the midpoint value indicated premiums of 33.9% and 71.9%, respectively. At the top of the super range, the Bank’s reported and core P/E multiples equaled 27.98 times and 29.70 times, respectively. In comparison to the Peer Group’s average reported and core P/E multiples, the Bank’ P/E multiples at the top of the super range reflected premiums of 52.1% and 75.1%, respectively. In comparison to the Peer Group’s median reported and core P/E multiples, the Bank’ P/E multiples at the top of the super range reflected premiums of 69.5% and 117.1%, respectively.

2. Price-to-Book (“P/B”) . The application of the P/B valuation method requires calculating the Bank’s pro forma market value by applying a valuation P/B ratio, as derived from the Peer Group’s P/B ratio, to the Bank’s pro forma book value. Based on the $75.0 million midpoint valuation, the Bank’s pro forma P/B and P/TB ratios both equaled 64.85%. In comparison to the average P/B and P/TB ratios for the Peer Group of 91.40% and 94.91%, the Bank’s ratios reflected a discount of 29.0% on a P/B basis and a discount of 31.7% on a P/TB basis. In comparison to the Peer Group’s median P/B and P/TB ratios of 85.93% and 95.55%, respectively, the Bank’s pro forma P/B and P/TB ratios at the midpoint value reflected discounts of 24.5% and 32.1%, respectively.


*RP® Financial, LC.*		*VALUATION ANALYSIS*
		*IV.26*

Table 4.4

Public Market Pricing

Home Bank and the Comparables

As of May 16, 2008


		Market Capitalization				Per Share Data
		Market Capitalization				Core 12 Month EPS(2)		Book Value/ Share												Dividends(4)						Financial Characteristics(6)
		Price/ Share(1)		Market Value						Pricing Ratios(3)										Amount/ Share				Payout Ratio(5)		Total Assets		Equity/ Assets		NPAs/ Assets		Reported				Core
		Price/ Share(1)		Market Value						P/E		P/B		P/A		P/TB		P/Core		Amount/ Share		Yield		Payout Ratio(5)		Total Assets		Equity/ Assets		NPAs/ Assets		ROA		ROE		ROA		ROE
		($)		($Mil)		($)		($)		(x)		(%)		(%)		(%)		(x)		($)		(%)		(%)		($Mil)		(%)		(%)		(%)		(%)		(%)		(%)
Home Bank
Superrange		$	10.00	$	99.19	$	0.34	$	13.78	27.98	x	72.57	%	19.25	%	72.57	%	29.70	x	$	0.00	0.00	%	0.00	%	$	515	26.52	%	0.27	%	0.67	%	2.52	%	0.63	%	2.37	%
Maximum		$	10.00	$	86.25	$	0.38	$	14.55	24.89	x	68.73	%	17.11	%	68.73	%	26.45	x	$	0.00	0.00	%	0.00	%	$	504	24.88	%	0.28	%	0.71	%	2.86	%	0.67	%	2.70	%
Midpoint		$	10.00	$	75.00	$	0.43	$	15.42	22.10	x	64.85	%	15.17	%	64.85	%	23.52	x	$	0.00	0.00	%	0.00	%	$	494	23.39	%	0.28	%	0.72	%	3.08	%	0.68	%	2.90	%
Minimum		$	10.00	$	63.75	$	0.49	$	16.61	19.17	x	60.20	%	13.16	%	60.20	%	20.43	x	$	0.00	0.00	%	0.00	%	$	485	21.85	%	0.29	%	0.73	%	3.33	%	0.69	%	3.14	%
All Public Companies(7)
Averages		$	13.02	$	339.09	$	0.13	$	13.22	20.47	x	108.34	%	13.77	%	120.80	%	20.65	x	$	0.37	2.59	%	36.50	%	$	3,289	12.17	%	1.25	%	0.34	%	2.66	%	0.19	%	2.59	%
Medians		$	11.50	$	70.50	$	0.36	$	11.76	19.12	x	98.98	%	10.60	%	108.91	%	19.59	x	$	0.30	2.67	%	23.81	%	$	845	10.11	%	0.60	%	0.43	%	3.69	%	0.43	%	3.41	%
All Non-MHC State of LA(7)
Averages		$	22.19	$	60.18	$	1.34	$	22.89	24.34	x	94.06	%	16.64	%	96.19	%	19.71	x	$	0.59	2.01	%	21.52	%	$	409	18.17	%	0.86	%	0.80	%	5.53	%	0.76	%	5.27	%
Medians		$	17.88	$	75.50	$	0.46	$	21.87	28.11	x	90.48	%	11.47	%	90.48	%	19.71	x	$	0.40	2.24	%	0.22	%	$	291	14.03	%	0.86	%	0.94	%	3.91	%	0.93	%	3.91	%
Comparable Group Averages
Averages		$	15.04	$	64.63	$	1.01	$	16.41	18.40	x	91.40	%	11.47	%	94.91	%	16.96	x	$	0.54	3.43	%	45.68	%	$	609	12.68	%	1.88	%	0.64	%	5.94	%	0.62	%	5.72	%
Medians		$	13.19	$	60.26	$	0.76	$	13.81	16.51	x	85.93	%	10.87	%	95.55	%	13.68	x	$	0.44	3.18	%	44.89	%	$	473	10.65	%	1.52	%	0.64	%	5.50	%	0.61	%	5.53	%
Comparable Group
CITZ	CFS Bancorp, Inc. of Munster IN	$	14.59	$	155.82	$	0.71	$	12.34	19.45	x	118.23	%	13.05	%	119.30	%	20.55	x	$	0.48	3.29	%	67.61	%	$	1,194	11.04	%	2.62	%	0.67	%	6.16	%	0.64	%	5.83	%
CFFC	Community Financial Corp. of VA	$	8.46	$	36.68	$	0.88	$	8.80	9.72	x	96.14	%	7.47	%	96.14	%	9.61	x	$	0.26	3.07	%	29.55	%	$	491	7.77	%	0.33	%	0.77	%	9.74	%	0.78	%	9.85	%
FCAP	First Capital, Inc. of IN	$	14.15	$	39.82	$	1.17	$	16.62	11.14	x	85.14	%	8.74	%	96.98	%	12.09	x	$	0.72	5.09	%	61.54	%	$	456	10.26	%	1.41	%	0.79	%	7.90	%	0.73	%	7.28	%
FCLF	First Clover Leaf Fin. Corp. of IL	$	9.00	$	73.59	$	0.28	$	10.38	32.14	x	86.71	%	17.93	%	99.34	%	32.14	x	$	0.24	2.67	%	NM		$	410	20.68	%	0.69	%	0.59	%	2.55	%	0.59	%	2.55	%
FFBH	First Federal Bancshares of AR	$	12.22	$	59.24	$	0.80	$	15.27	16.51	x	80.03	%	7.15	%	80.03	%	15.28	x	$	0.64	5.24	%	NM		$	829	8.93	%	5.54	%	0.44	%	4.84	%	0.48	%	5.23	%
GSLA	GS Financial Corp. of LA	$	17.88	$	22.99	$	0.39	$	21.87	33.74	x	81.76	%	11.47	%	81.76	%	NM		$	0.40	2.24	%	NM		$	201	14.03	%	1.62	%	0.38	%	2.47	%	0.28	%	1.82	%
HMNF	HMN Financial, Inc. of MN	$	18.26	$	76.11	$	2.14	$	23.85	8.01	x	76.56	%	6.89	%	79.63	%	8.53	x	$	1.00	5.48	%	46.73	%	$	1,105	9.00	%	2.56	%	0.85	%	9.81	%	0.79	%	9.21	%
JFBI	Jefferson Bancshares Inc. of TN	$	9.87	$	61.27	$	0.22	$	11.67	NM		84.58	%	18.35	%	84.58	%	NM		$	0.24	2.43	%	NM		$	334	21.70	%	0.25	%	0.41	%	1.86	%	0.41	%	1.86	%
LBCP	Liberty Bancorp, Inc. of MO	$	10.20	$	45.30	$	0.39	$	10.74	23.72	x	94.97	%	13.36	%	94.97	%	26.15	x	$	0.10	0.98	%	25.64	%	$	339	14.06	%	NA		0.60	%	3.89	%	0.54	%	3.53	%
TSH	Teche Holding Corp. of N. Iberia LA	$	35.75	$	75.50	$	3.16	$	32.52	11.17	x	109.93	%	10.27	%	116.34	%	11.31	x	$	1.36	3.80	%	43.04	%	$	735	9.34	%	NA		0.94	%	10.20	%	0.93	%	10.07	%

(1)	Average of High/Low or Bid/Ask price per share.

(2)	EPS (estimate core basis) is based on actual trailing 12 month data, adjusted to omit non-operating items on a tax-effected basis, and is shown on a pro forma basis where appropriate.

(3)	P/E = Price to earnings; P/B = Price to book; P/A = Price to assets; P/TB = Price to tangible book value; and P/Core = Price to core earnings.

(4)	Indicated 12 month dividend, based on last quarterly dividend declared.

(5)	Indicated 12 month dividend as a percent of trailing 12 month estimated core earnings.

(6)	ROA (return on assets) and ROE (return on equity) are indicated ratios based on trailing 12 month common earnings and average common equity and total assets balances.

(7)	Excludes from averages and medians those companies the subject of actual or rumored acquisition activities or unusual operating characteristics.

Source:

Corporate reports, offering circulars, and RP Financial, LC. calculations. The information provided in this report has been obtained from sources we believe are reliable, but we cannot guarantee the accuracy or completeness of such information.


*RP® Financial, LC.*		*VALUATION ANALYSIS*
		*IV.27*

At the top of the super range, the Bank’s P/B and P/TB ratios both equaled 72.57%. In comparison to the Peer Group’s average P/B and P/TB ratios, the Bank’s P/B and P/TB ratios at the top of the super range reflected discounts of 20.6% and 23.5%, respectively. In comparison to the Peer Group’s median P/B and P/TB ratios, the Bank’s P/B and P/TB ratios at the top of the super range reflect discounts of 15.5% and 24.1%, respectively. RP Financial considered the discounts under the P/B approach to be reasonable, given the nature of the calculation of the P/B ratio which mathematically results in a ratio discounted to book value and the resulting premium pricing ratios indicated under the earnings approach.

3. Price-to-Assets (“P/A”) . The P/A valuation methodology determines market value by applying a valuation P/A ratio to the Bank’s pro forma asset base, conservatively assuming no deposit withdrawals are made to fund stock purchases. In all likelihood there will be deposit withdrawals, which results in understating the pro forma P/A ratio which is computed herein. At the $75.0 million midpoint of the valuation range, the Bank’s value equaled 15.17% of pro forma assets. Comparatively, the Peer Group companies exhibited an average P/A ratio of 11.47%, which implies a premium of 32.3% has been applied to the Bank’s pro forma P/A ratio. In comparison to the Peer Group’s median P/A ratio of 10.87%, the Bank’s pro forma P/A ratio at the midpoint value reflects a premium of 39.6%.

Comparison to Recent Offerings

As indicated at the beginning of this chapter, RP Financial’s analysis of recent conversion offering pricing characteristics at closing and in the aftermarket has been limited to a “technical” analysis and, thus, the pricing characteristics of recent conversion offerings can not be a primary determinate of value. Particular focus was placed on the P/TB approach in this analysis, since the P/E multiples do not reflect the actual impact of reinvestment and the source of the stock proceeds (i.e., external funds vs. deposit withdrawals). The most recent standard conversion offering completed, which did not include a simultaneous acquisition, was completed by Danvers Bancorp of Massachusetts on January 10, 2008. Danvers Bancorp’s closing P/TB was 82.3%. In


*RP® Financial, LC.*		*VALUATION ANALYSIS*
		*IV.28*

comparison to Danvers Bancorp’s closing pro forma P/TB ratio, the Bank’s P/TB ratio of 64.9% at the midpoint value reflects an implied discount of 21.1% and at the top of the super range the discount narrows to 11.8% based on the Bank’s pro forma P/TB ratio of 72.6%. As of May 16, 2008, Danvers Bancorp’s stock closed 17.5% above its IPO price.

Valuation Conclusion

Based on the foregoing, it is our opinion that, as of May 16, 2008, the estimated aggregate pro forma market value of the shares to be issued immediately following the conversion equaled $75,000,000 at the midpoint, equal to 7,500,000 shares offered at a per share value of $10.00. Pursuant to conversion guidelines, the 15% valuation range indicates a minimum value of $63,750,000 and a maximum value of $86,250,000. Based on the $10.00 per share offering price determined by the Board, this valuation range equates to total shares outstanding of 6,375,000 at the minimum and 8,625,000 at the maximum. In the event the appraised value is subject to an increase, the aggregate pro forma market value may be increased up to a supermaximum value of $99,187,500 without a resolicitation. Based on the $10.00 per share offering price, the supermaximum value would result in total shares outstanding of 9,918,750. The pro forma valuation calculations relative to the Peer Group are shown in Table 4.4 and are detailed in Exhibit IV-7 and Exhibit IV-8.

EXHIBITS


*RP® Financial, LC.*		*LIST OF EXHIBITS*

LIST OF EXHIBITS


Exhibit Number		Description

I-1		Map of Office Locations

I-2		Audited Financial Statements

I-3		Key Operating Ratios

I-4		Investment Portfolio Composition

I-5		Yields and Costs

I-6		Loan Loss Allowance Activity

I-7		Interest Rate Risk Analysis

I-8		Fixed and Adjustable Rate Loans

I-9		Loan Portfolio Composition

I-10		Contractual Maturity by Loan Type

I-11		Loan Originations, Purchases, and Sales

I-12		Non-Performing Assets

I-13		Deposit Composition

I-14		Maturity of Time Deposits

I-15		Borrowing Activity

II-1		Description of Office Facilities

II-2		Historical Interest Rates


*RP® Financial, LC.*		*LIST OF EXHIBITS*

LIST OF EXHIBITS (continued)


Exhibit Number		Description

III-1		General Characteristics of Publicly-Traded Institutions

III-2		Public Market Pricing of Southeast Thrift Institutions

III-3		Public Market Pricing of Midwest Thrifts Institutions

III-4		Peer Group Market Area Comparative Analysis

IV-1		Stock Prices: As of May 16, 2008

IV-2		Historical Stock Price Indices

IV-3		Historical Thrift Stock Indices

IV-4		Market Area Acquisition Activity

IV-5		Director and Senior Management Summary Resumes

IV-6		Pro Forma Regulatory Capital Ratios

IV-7		Pro Forma Analysis Sheet

IV-8		Pro Forma Effect of Conversion Proceeds

IV-9		Peer Group Core Earnings Analysis

V-1		Firm Qualifications Statement

EXHIBIT I-1

Home Bank

Map of Office Locations

LOGO

EXHIBIT I-2

Home Bank

Audited Financial Statements

[Incorporated by Reference]

EXHIBIT I-3

Home Bank

Key Operating Ratios

Exhibit I-3

Home Bank

Key Operating Ratios


	Three Months Ended March 31,				Year Ended December 31,
	2008		2007		2007		2006		2005		2004		2003
					(Dollars in Thousands)
Selected Operating Ratios : ⁽¹⁾
Average yield on interest-earning assets	6.27	%	6.28	%	6.40	%	6.05	%	5.56	%	5.43	%	5.72	%
Average rate on interest-bearing Liabilities	2.72		2.74		2.81		2.41		2.01		1.78		2.18
Average interest rate spread ⁽²⁾	3.55		3.54		3.59		3.63		3.55		3.65		3.54
Net interest margin ⁽²⁾	3.77		3.80		3.86		3.87		3.73		3.75		3.61
Average interest-earning assets to average interest-bearing liabilities	108.87		110.63		110.61		110.57		109.59		105.44		103.32
Net interest income after provision for loan losses to non-interest expense	118.65		126.41		111.99		134.12		125.10		121.29		119.11
Total non-interest expense to average assets	3.05		2.88		3.23		2.74		2.82		2.80		2.72
Efficiency ratio ⁽³⁾	68.38		65.37		71.81		62.70		64.48		68.15		66.65
Return on average assets	0.95		0.98		0.82		1.03		0.98		0.80		0.87
Return on average equity	8.04		8.42		6.90		9.18		8.84		7.43		7.98
Average equity to average assets	11.82	%	11.68	%	11.91	%	11.23	%	11.09	%	10.82	%	10.90	%


	At of For The Three Months Ended March 31,				Year Ended December 31,
	2008		2007		2007		2006		2005		2004		2003
					(Dollars in Thousands)
Asset Quality Ratios : ⁽⁴⁾
Non-performing loans as a percent of total loans receivable ⁽⁵⁾	0.43	%	0.47	%	0.42	%	0.33	%	0.34	%	0.33	%	0.64	%
Non-performing assets as a percent of total assets ⁽⁵⁾	0.33		0.34		0.32		0.24		0.21		0.22		0.38
Allowance for loan losses as a percent of non-performing loans	170.69		153.68		178.70		213.18		216.32		217.81		105.91
Allowance for loan losses as a percent of net loans	0.75		0.72		0.76		0.71		0.74		0.72		0.69
Net charge-offs to average loans receivable	—		0.01		0.04		0.03		0.02		0.02		0.06
Capital Ratios : ⁽⁴⁾
Tangible capital ratio	11.75		11.68		11.68		11.48		11.31		11.12		10.43
Core capital ratio	11.75		11.68		11.68		11.48		11.31		11.12		10.43
Total risk-based capital ratio	20.36		19.42		19.36		19.05		20.32		20.45		18.97
Other Data
Banking offices ⁽⁶⁾	10		9		10		9		8		7		7

(1)	With the exception of end of period ratios, all ratios are based on average monthly balances during the indicated periods and are annualized where appropriate.

(2)	Average interest rate spread represents the difference between the average yield on interest-earning assets and the average rate paid on interest-bearing liabilities, and net interest margin represents net interest income as a percentage of average interest-earning assets.

(3)	The efficiency ratio represents the ratio of non-interest expense divided by the sum of net interest income and non-interest income.

(4)	Asset quality ratios and capital ratios are end of period ratios, except for net charge-offs to average loans receivable.

(5)

(6)	Includes Home Bank’s Baton Rouge loan production office at March 31, 2008 and December 31, 2007.

Source: Home Bank’s prospectus.

EXHIBIT I-4

Home Bank

Investment Portfolio Composition

Exhibit I-4

Home Bank

Investment Portfolio Composition


					At December 31,
	At March 31, 2008				2007				2006				2005
	Amortized Cost		Market Value		Amortized Cost		Market Value		Amortized Cost		Market Value		Amortized Cost		Market Value
	(Dollars in Thousands)
Securities Available-for-Sale:
Mortgage-backed securities	$	58,519	$	60,034	$	54,930	$	54,996	$	52,045	$	51,818	$	61,228	$	60,664
U.S. government and agency Obligations		1,999		2,018		1,999		1,999		1,998		1,982		7,996		7,793

Total Securities AFS		60,518		62,052		56,929		56,995		54,043		53,800		69,224		68,457

Securities Held to Maturity:
Mortgage-backed securities		3,341		3,394		3,553		3,493		4,424		4,264		5,509		5,280
U.S. government and agency Obligations		—		—		—		—		997		988		992		980
Municipal obligations		1,140		1,166		1,140		1,166		120		119		120		116

Total Securities held to maturity		4,481		4,560		4,693		4,659		5,541		5,371		6,621		6,376

Total	$	64,999	$	66,612	$	61,622	$	61,654	$	59,584	$	59,171	$	75,845	$	74,833

Source: Home Bank’s prospectus.

EXHIBIT I-5

Home Bank

Yields and Costs

Exhibit I-5

Home Bank

Yields and Costs


	Three Months Ended March 31,
	2008						2007
	Average Balance		Interest		Average Yield/ Rate ⁽¹⁾		Average Balance		Interest		Average Yield/ Rate
	(Dollars in Thousands)
Interest-earning assets:
Loans receivable ⁽¹⁾	$	307,567	$	5,279	6.87	%	$	284,215	$	4,895	6.89	%
Investment securities		63,931		785	4.91			57,269		669	4.67
Other interest-earning assets		37,186		341	3.67			44,420		494	4.45

Total interest-earning assets		408,684		6,405	6.27			385,904		6,058	6.28

Non-interest-earning assets		20,255						13,172

Total assets	$	428,939					$	399,076

Interest-bearing liabilities:
Savings, checking and money market accounts		184,509		536	1.16			170,523		538	1.26
Certificate of deposit accounts		174,390		1,851	4.25			172,988		1,797	4.16

Total deposits		358,899		2,387	2.66			343,511		2,335	2.72
FHLB advances		16,482		162	3.92			5,326		52	3.87

Total interest-bearing liabilities		375,381		2,549	2.72			348,837		2,387	2.74

Non-interest-bearing liabilities		2,871						3,638

Total liabilities		378,252						352,475

Equity		50,687						46,601

Total liabilities and equity	$	428,939					$	399,076

Net interest-earning assets	$	33,303					$	37,067

Net interest income; average interest rate spread			$	3,856	3.55	%			$	3,671	3.54	%

Net interest margin ⁽²⁾					3.77	%					3.80	%

Average interest-earning assets to average interest-bearing liabilities					108.87	%					110.63	%

(1)	Includes nonaccrual loans during the respective periods. Calculated net of deferred fees and discounts, loans in process and allowance for loan losses.

(2)	Equals net interest income divided by average interest-earning assets.

Source: Home Bank’s prospectus.

Exhibit I-5 (continued)

Home Bank

Yields and Costs


	Year Ended December 31,
	2007						2006						2005
	Average Balance		Interest		Average Yield/ Rate ⁽¹⁾		Average Balance		Interest		Average Yield/ Rate		Average Balance		Interest		Average Yield/ Rate ⁽¹⁾
	(Dollars in Thousands)
Interest-earning assets:
Loans receivable ⁽¹⁾	$	291,273	$	20,347	6.99	%	$	265,005	$	17,955	6.78	%	$	235,709	$	15,078	6.40	%
Investment securities		55,037		2,668	4.85			70,276		2,955	4.20			75,953		2,786	3.67
Other interest-earning assets		43,800		1,947	4.44			41,822		1,898	4.54			34,649		1,406	4.06

Total interest-earning assets		390,110		24,962	6.40			377,103		22,808	6.05			346,311		19,270	5.56

Non-interest-earning assets		14,168						13,029						13,060

Total assets	$	404,278					$	390,132					$	359,371

Interest-bearing liabilities:
Savings, checking and money market accounts		172,057		2,140	1.24			155,296		1,432	0.92			128,271		798	0.62
Certificate accounts		174,225		7,486	4.30			172,106		6,220	3.61			163,342		4,716	2.89

Total deposits		346,282		9,626	2.78			327,402		7,652	2.34			291,613		5,514	1.89
FHLB advances		6,422		282	4.39			13,665		563	4.12			24,405		826	3.38

Total interest-bearing liabilities		352,704		9,908	2.81			341,067		8,215	2.41			316,018		6,340	2.01

Non-interest-bearing liabilities		3,444						5,236						3,481

Total liabilities		356,148						346,303						319,499
Equity		48,130						43,829						39,872

Total liabilities and equity	$	404,278					$	390,132					$	359,371

Net interest-earning assets	$	37,406					$	36,036					$	30,293

Net interest income; average Interest rate spread			$	15,054	3.59	%			$	14,593	3.63	%			$	12,930	3.55	%

Net interest margin ⁽²⁾					3.86	%					3.87	%					3.73	%

Average interest-earning assets to average interest-bearing liabilities					110.61	%					110.98	%					109.59	%

(1)	Includes nonaccrual loans during the respective periods. Calculated net of deferred fees and discounts, loans in process and allowance for loan losses.

(2)	Equals net interest income divided by average interest-earning assets.

Source: Home Bank’s prospectus.

EXHIBIT I-6

Home Bank

Loan Loss Allowance Activity

Exhibit I-6

Home Bank

Loan Loss Allowance Activity


	At or For the Three Months ended March 31,						At or For the Year Ended December 31,
	2008			2007			2007			2006			2005			2004			2003
	(Dollars in Thousands)
Net loans outstanding at end of period	$	305,815		$	281,379		$	306,268		$	281,258		$	246,225		$	225,410		$	198,695
Average loans outstanding		306,169			283,169			290,160			265,005			235,709			227,868			202,126
Allowance for loan losses, beginning of period		2,314			2,008			2,008			1,821			1,625			1,366			1,349
Provision (recovery) for loan losses		(30	)		37			420			260			252			310			135
Charge-offs:
One- to four-family residential:
First Mortgages		—			—			17			20			18			6			67
Home equity loans and lines		—			—			52			16			—			—			—
Commercial real estate loans and multi-family residential loans		—			—			—			—			20			—			—
Construction and land		—			—			—			—			—			—			—
Commercial		17			—			16			—			—			—			29
Consumer		9			18			40			54			28			60			39

Total charge-offs		26			18			125			90			66			66			135

Recoveries on loans previously charged off		25			1			11			17			11			15			17

Allowance for loan losses, end of period	$	2,284		$	2,029		$	2,314		$	2,008		$	1,821		$	1,625		$	1,366

Allowance for loan losses as a percent of non-performing loans		170.69	%		153.68	%		178.70	%		213.18	%		216.32	%		217.81	%		105.91	%

Allowance for loan losses as a percent of net loans		0.75	%		0.72	%		0.76	%		0.71	%		0.74	%		0.72	%		0.69	%

Ratio of net charge-offs during the period to average loans outstanding during the period		0.00	%		0.01	%		0.04	%		0.03	%		0.02	%		0.02	%		0.06	%

Source: Home Bank’s prospectus.

EXHIBIT I-7

Home Bank

Interest Rate Risk Analysis

Exhibit I-7

Home Bank

Interest Rate Risk Analysis


Change in Interest Rates In Basis Points (Rate Shock)	Net Portfolio Value							NPV as % of Portfolio Value of Assets
Change in Interest Rates In Basis Points (Rate Shock)	Amount		$ Change			% Change		NPV Ratio		Change
	(Dollars in Thousands)
300bp	$	51,714	$	(10,912	)	(17	)%	12.06	%	2.08	%
200		56,448		(6,178	)	(10	)	12.99		1.15
100		60,364		(2,263	)	(4	)	13.73		0.41
Static		62,677		—		—		14.14		—
(100)		63,601		974		+2		14.29		0.15

Source: Home Bank’s prospectus.

EXHIBIT I-8

Home Bank

Fixed and Adjustable Rate Loans

Exhibit I-8

Home Bank

Fixed and Adjustable Rate Loans


	Fixed-Rate		Floating or Adjustable-Rate		Total
	(In Thousands)
One- to four-family residential:
First mortgage	$	94,235	$	28,290	$	122,525
Home equity loans and lines		9,734		7,367		17,101
Commercial real estate		43,982		8,368		52,350
Construction and land loans		4,283		—		4,283
Multi-family residential		3,850		—		3,850
Commercial loans		18,772		1,424		20,196
Consumer loans		9,454		41		9,495

Total	$	184,310	$	45,490	$	229,800

Source: Home Bank’s prospectus.

EXHIBIT I-9

Home Bank

Loan Portfolio Composition

Exhibit I-9

Home Bank

Loan Portfolio Composition


	March 31, 2008					December 31,
	March 31, 2008					2007					2006					2005					2004					2003
	Amount			%		Amount			%		Amount			%		Amount			%		Amount			%		Amount			%
	(Dollars in Thousands)
Real estate loans:
One- to four-family residential:
First mortgage	$	131,323		42.58	%	$	131,535		42.58	%	$	118,475		41.78	%	$	110,368		44.45	%	$	110,713		48.70	%	$	109,387		54.60	%
Home equity loans and lines		22,676		7.35			23,065		7.47			19,604		6.91			18,672		7.52			17,317		7.62			13,933		6.95

Total		153,999		49.93			154,600		50.05			138,079		48.69			129,040		51.97			128,030		56.32			123,320		61.55

Commercial real estate		71,595		23.21			71,964		23.30			66,125		23.32			53,321		21.48			44,433		19.54			31,619		15.78
Construction and land		26,784		8.68			25,942		8.39			32,097		11.32			24,645		9.93			21,015		9.24			20,384		10.17
Multi-family residential		7,168		2.32			7,242		2.34			7,694		2.71			8,157		3.29			6,838		3.01			3,484		1.74

Total real estate loans		259,546		84.15			259,748		84.09			243,995		86.04			215,161		86.56			200,316		88.11			178,807		89.25

Other loans:
Commercial loans		34,870		11.31			35,783		11.58			27,329		9.64			21,744		8.76			16,667		7.33			12,027		6.00
Consumer loans		14,000		4.54			13,375		4.33			12,250		4.32			11,388		4.59			10,359		4.56			9,510		4.75

Total other loans		48,870		15.85			49,158		15.91			39,579		13.96			33,132		13.34			27,026		11.89			21,537		10.75

Total loans	$	308,416		100.00	%	$	308,906		100.00	%	$	283,574		100.00	%	$	248,293		100.00	%	$	227,342		100.00	%	$	200,344		100.00	%

Less:
Allowance for loan losses		(2,284	)				(2,314	)				(2,008	)				(1,821	)				(1,625	)				(1,366	)
Deferred loan fees		(317	)				(324	)				(308	)				(247	)				(307	)				(383	)

Net loans	$	305,815				$	306,268				$	281,258				$	246,225				$	225,410				$	198,595

Source: Home Bank’s prospectus.

EXHIBIT I-10

Home Bank

Contractual Maturity by Loan Type

Exhibit I-10

Home Bank

Contractual Maturity by Loan Type


	One-to Four-Family Residential
	First Mortgage		Home Equity Loans and Lines		Commercial Real Estate		Construction and Land Loans		Multi-Family Residential		Commercial Loans		Consumer		Total
	(In Thousands)
Amounts due after March 31, 2008 in:
One year or less	$	8,798	$	5,600	$	19,245	$	22,501	$	3,318	$	14,675	$	4,479	$	78,616
After one year through two years		658		4,121		11,732		2,009		313		3,409		1,143		23,385
After two years through three years		1,166		4,014		4,434		573		2,284		3,445		2,191		18,107
After three years through five years		4,297		1,914		20,874		715		1,226		10,729		3,305		43,060
After five years through ten years		13,980		2,559		10,599		717		27		2,612		497		30,991
After ten years through 15 years		11,892		4,193		4,494		269		—		—		1,577		22,425
After 15 years		90,532		275		217		—		—		—		808		91,832

Total	$	131,323	$	22,676	$	71,595	$	26,784	$	7,168	$	34,870	$	14,000	$	308,416

Source: Home Bank’s prospectus.

EXHIBIT I-11

Home Bank

Loan Originations, Purchases and Sales

Exhibit I-11

Home Bank

Loan Originations, Purchases, and Sales


	Three months ended March 31,					Year ended December 31,
	2008		2007			2007		2006		2005
	(In Thousands)
Loan Originations:
One- to four-family residential:
First mortgages	$	22,604	$	16,618		$	85,208	$	79,094	$	72,911
Home equity loans and lines		2,648		1,911			9,597		9,437		11,914
Commercial real estate		10,571		3,504			29,585		21,197		23,951
Construction and land		1,886		9,275			16,328		6,944		4,256
Multi-family residential		27		14			1,504		2,502		4,034
Commercial		12,881		12,774			35,679		17,318		13,413
Consumer		2,971		2,091			9,414		10,079		8,481

Total loan originations		53,588		46,187			187,315		146,571		138,960

Loans purchased		—		—			—		—		—

Loans sold		7,896		10,941			32,552		25,833		27,401
Loan principal repayments		46,856		38,417			179,629		100,968		108,453

Total loans sold and principal repayments		54,752		49,358			212,181		126,801		135,854

Increase or (decrease) due to other items, net ⁽¹⁾		1,176		2,888			49,446		16,653		15,744

Net increase (decrease) in total loans	$	12	$	(283	)	$	24,580	$	36,423	$	18,850

(1)	Other items consist of loans in process, deferred fees and the allowance for loan losses.

Source: Home Bank’s prospectus.

EXHIBIT I-12

Home Bank

Non-Performing Assets

Exhibit I-12

Home Bank

Non-Performing Assets


	March 31, 2008			December 31,
	March 31, 2008			2007			2006			2005			2004			2003
	(Dollars in Thousands)
Non-accruing loans:
One- to four-family residential:
First mortgages	$	886		$	775		$	238		$	541		$	567		$	871
Home equity loans and lines		—			12			—			16			14			—
Multi-family residential and commercial real estate loans		326			318			476			43			—			193
Construction and land loans		—			—			—			—			—			—
Commercial		93			173			199			114			79			14
Consumer		33			17			29			47			2			42

Total non-accruing loans		1,338			1,295			942			761			662			1,120

Accruing loans 90 days or more past due:
One- to four-family residential:
First mortgages		—			—			—			81			84			170
Home equity loans and lines		—			—			—			—			—			—
Commercial real estate loans and multi-family residential loans		—			—			—			—			—			—
Construction and land loans		—			—			—			—			—			—
Commercial		—			—			—			—			—			—
Consumer		—			—			—			—			—			—
Total accruing loans 90 days or more past due		—			—			—			81			84			170

Total non-performing loans(1)		1,338			1,295			942			842			746			1,290

Real estate owned, net(2)		60			47			25			38			—			—

Total non-performing assets	$	1,398		$	1,342		$	967		$	880		$	746		$	1,290

Total non-performing loans as a percentage of loans, net		0.44	%		0.42	%		0.34	%		0.34	%		0.33	%		0.65	%

Total non-performing loans as a percentage of total assets		0.31	%		0.31	%		0.24	%		0.23	%		0.22	%		0.38	%

Total non-performing assets as a percentage of total assets		0.33	%		0.32	%		0.24	%		0.24	%		0.22	%		0.38	%

(1)	Non-performing loans consist of non-accruing loans plus accruing loans 90 days or more past due.

(2)	Real estate owned balances are shown net of related loss allowances.

Source: Home Bank’s prospectus.

EXHIBIT I-13

Home Bank

Deposit Composition

Exhibit I-13

Home Bank

Deposit Composition


	At March 31, 2008				At December 31,
	At March 31, 2008				2007				2006				2005
	Amount		%		Amount		%		Amount		%		Amount		%
	(Dollars in Thousands)
Certificate accounts:
1.00% - 1.99%	$	396	0.11	%	$	281	0.08	%	$	1,037	0.30	%	$	15,132	4.91	%
2.00% - 2.99%		10,308	2.93			926	0.26			16,050	4.64			55,656	18.05
3.00% - 3.99%		67,292	19.11			68,410	19.35			59,737	17.25			70,179	22.76
4.00% - 4.99%		85,563	24.30			96,682	27.35			78,643	22.71			23,004	7.46
5.00% - 5.99%		5,822	1.65			7,968	2.25			16,928	4.89			2,424	.79
6.00% - 6.99%		2,142	0.61			2,109	0.60			2,001	0.58			2,473	0.80
7.00% or more		—	—			—	—			—	—			—	—

Total certificate accounts	$	171,523	48.71		$	176,376	49.89		$	174,396	50.37		$	168,868	54.76

Transaction accounts:
Savings		19,132	5.43	%		19,115	5.41	%		18,832	5.44	%		18,641	6.04	%
Checking:
Interest bearing		37,318	10.60			37,935	10.73			38,984	11.26			36,796	11.93
Non-interest bearing		53,673	15.24			50,791	14.37			54,756	15.81			44,471	14.42
Money market		70,482	20.02			69,319	19.61			59,283	17.12			39,620	12.85

Total transaction accounts		180,605	51.29			177,160	50.11			172,854	49.63			139,528	45.24

Total deposits	$	352,128	100.00	%	$	353,536	100.00	%	$	346,250	100.00	%	$	308,396	100.00	%

Source: Home Bank’s prospectus.

EXHIBIT I-14

Home Bank

Maturity of Time Deposits

Exhibit I-14

Home Bank

Maturity of Time Deposits


	Balance at March 31, 2008 Maturing in the 12 Months Ending March 31,
Certificates of Deposit	2009		2010		2011		Thereafter		Total
	(In Thousands)
Less than 2.00%	$	212	$	184	$	—	$	—	$	396
2.00% - 2.99%		6,763		3,049		496		—		10,308
3.00% - 3.99%		51,397		8,201		4,447		3,247		67,292
4.00% - 4.99%		72,839		6,274		1,084		5,366		85,563
5.00% - 5.99%		5,069		734		19		—		5,822
6.00% - 6.99%		1,810		92		240		—		2,142
7.00% or more		—		—		—		—		—

Total certificate accounts	$	138,090	$	18,534	$	6,286	$	8,613	$	171,523

Source: Home Bank’s prospectus.

EXHIBIT I-15

Home Bank

Borrowing Activity

Exhibit I-15

Home Bank

Borrowing Activity


	At or For the Three Months Ended March 31,						At or For the Year Ended December 31,
	2008			2007			2007			2006			2005
	(Dollars in Thousands)
FHLB advances:
Average balance outstanding	$	16,482		$	5,326		$	6,422		$	13,665		$	24,405
Maximum amount outstanding at any month-end during the period		23,370			5,431			16,883			24,480			32,100
Balance outstanding at end of period		23,370			3,922			16,883			5,435			17,484
Average interest rate during the period		3.92	%		3.87	%		4.39	%		4.12	%		3.38	%
Weighted average interest rate at end of period		3.22	%		4.21	%		4.29	%		3.88	%		3.83	%

Source: Home Bank’s prospectus.

EXHIBIT II-1

Home Bank

Description of Office Facilities

Exhibit II-1

Home Bank

Description of Office Facilities


Description/Address	Leased/Owned	Date of Lease Expiration	Net Book Value of Property		Amount of Deposits
			(In Thousands)
Main Office:
503 Kaliste Saloom Road, Lafayette, LA	Owned	N/A	$	5,239	$	125,992
Branches:
1020 Coolidge Blvd., Lafayette, LA	Owned	N/A		208		45,614
5543 Cameron St., Scott, LA	Owned	N/A		761		13,559
4202 Johnston St., Lafayette, LA	Owned	N/A		684		51,624
523 Jefferson St., Lafayette, LA	Owned	N/A		360		38,381
5028 Ambassador Caffery, Lafayette, LA	Owned	N/A		724		14,437
1219 Albertson Pkwy., Broussard, LA	Owned	N/A		932		15,143
806 Veterans Blvd., Carencro, LA	Owned	N/A		743		21,045
204 N. Parkerson Blvd., Crowley, LA	Owned	N/A		812		26,333
10563 Glenstone Place, Baton Rouge, LA ⁽¹⁾	Owned	N/A		1,168		—
Loan Production Office:
9035 Bluebonnet Blvd., Baton Rouge, LA	Leased	12/31/2008		26		—

Total			$	11,657	$	352,128

(1)	Under construction.

Source: Home Bank’s prospectus.

EXHIBIT II-2

Historical Interest Rates

Exhibit II-2

Historical Interest Rates(1)


Year/Qtr. Ended		Prime Rate		90 Day T-Bill		One Year T-Note		10 Year T-Bond
1999:	Quarter 1	7.75	%	4.49	%	4.72	%	5.25	%
	Quarter 2	7.75	%	4.78	%	5.07	%	5.81	%
	Quarter 3	8.25	%	4.88	%	5.22	%	5.90	%
	Quarter 4	8.50	%	5.33	%	5.98	%	6.45	%
2000:	Quarter 1	9.00	%	5.88	%	6.28	%	6.03	%
	Quarter 2	9.50	%	5.88	%	6.08	%	6.03	%
	Quarter 3	9.50	%	6.23	%	6.07	%	5.80	%
	Quarter 4	9.50	%	5.89	%	5.32	%	5.12	%
2001:	Quarter 1	8.00	%	4.30	%	4.09	%	4.93	%
	Quarter 2	6.75	%	3.65	%	3.72	%	5.42	%
	Quarter 3	6.00	%	2.40	%	2.49	%	4.60	%
	Quarter 4	4.75	%	1.74	%	2.17	%	5.07	%
2002:	Quarter 1	4.75	%	1.79	%	2.70	%	5.42	%
	Quarter 2	4.75	%	1.70	%	2.06	%	4.86	%
	Quarter 3	4.75	%	1.57	%	1.53	%	3.63	%
	Quarter 4	4.25	%	1.22	%	1.32	%	3.83	%
2003:	Quarter 1	4.25	%	1.14	%	1.19	%	3.83	%
	Quarter 2	4.00	%	0.90	%	1.09	%	3.54	%
	Quarter 3	4.00	%	0.95	%	1.15	%	3.96	%
	Quarter 4	4.00	%	0.95	%	1.26	%	4.27	%
2004:	Quarter 1	4.00	%	0.95	%	1.20	%	3.86	%
	Quarter 2	4.00	%	1.33	%	2.09	%	4.62	%
	Quarter 3	4.75	%	1.70	%	2.16	%	4.12	%
	Quarter 4	5.25	%	2.22	%	2.75	%	4.24	%
2005:	Quarter 1	5.75	%	2.80	%	3.43	%	4.51	%
	Quarter 2	6.00	%	3.12	%	3.51	%	3.98	%
	Quarter 3	6.75	%	3.55	%	4.01	%	4.34	%
	Quarter 4	7.25	%	4.08	%	4.38	%	4.39	%
2006:	Quarter 1	7.75	%	4.63	%	4.82	%	4.86	%
	Quarter 2	8.25	%	5.01	%	5.21	%	5.15	%
	Quarter 3	8.25	%	4.88	%	4.91	%	4.64	%
	Quarter 4	8.25	%	5.02	%	5.00	%	4.71	%
2007:	Quarter 1	8.25	%	5.04	%	4.90	%	4.65	%
	Quarter 2	8.25	%	4.68	%	4.91	%	5.03	%
	Quarter 3	7.75	%	3.82	%	4.05	%	4.59	%
	Quarter 4	7.25	%	3.36	%	3.34	%	4.04	%
2008:	Quarter 1	5.25	%	1.36	%	1.55	%	3.45	%
As of May 16, 2008		5.00	%	1.81	%	2.09	%	3.85	%

(1)	End of period data.

Sources: Federal Reserve and The Wall Street Journal

EXHIBIT III-1

General Characteristics of Publicly-Traded Institutions

LOGO

EXHIBIT III-2

Public Market Pricing of Southeast Thrift Institutions

LOGO

EXHIBIT III-3

Public Market Pricing of Midwest Thrift Institutions

LOGO

EXHIBIT III-4

Peer Group Market Area Comparative Analysis

Exhibit III-4

Peer Group Market Area Comparative Analysis


				Proj. Pop. 2012					Per Capita Income			Deposit Market Share(1)
	County	Population			2000-2007 % Change		2007-2012 % Change		Amount	% State Average
Institution	County	2000	2007		2000-2007 % Change		2007-2012 % Change		Amount	% State Average
		(000)	(000)
CFS Bancorp Inc. of IN	Lake	485	501	513	3.4	%	2.4	%	25,149	95.4	%	8.6	%
Community Financial Corp. of VA	Staunton	24	23	24	-1.6	%	1.6	%	26,179	81.8	%	19.3	%
First Capital, Inc. of IN	Harrison	34	37	40	8.9	%	5.9	%	24,068	91.3	%	37.9	%
First Clover Leaf Financial Corp. of IL	Madison	259	267	274	3.3	%	2.3	%	25,986	88.1	%	6.6	%
First Fed Bancshares of AR	Boone	34	36	37	6.1	%	4.0	%	20,804	95.7	%	33.1	%
GS Financial Corp. of LA	Jefferson	455	437	424	-4.0	%	-3.0	%	22,982	116.1	%	1.1	%
HMN Financial, Inc. of MN	Olmsted	124	144	157	15.7	%	8.9	%	34,173	109.9	%	28.0	%
Jefferson Bancshares Inc. of TN	Hamblen	58	61	63	5.1	%	3.4	%	22,121	88.7	%	23.7	%
Liberty Bancorp, Inc. of MO	Clay	184	206	224	12.2	%	8.6	%	29,677	116.5	%	5.2	%
Teche Holding Corp. of LA	St. Mary	54	52	51	-2.1	%	-2.3	%	15,621	78.9	%	16.0	%
	Averages:	171	177	181	4.7	%	3.2	%	24,676	96.2	%	18.0	%
	Medians:	91	102	110	4.3	%	2.9	%	24,609	93.3	%	17.6	%
Home Bank	Lafayette	191	204	215	7.3	%	5.1	%	22,707	114.7	%	8.4	%

(1)	Total institution deposits in headquarters county as percent of total county deposits as of June 30, 2007.

Sources: ESRI, FDIC.

EXHIBIT IV-1

Stock Prices:

As of May 16, 2008

LOGO

EXHIBIT IV-2

Historical Stock Price Indices

Exhibit IV-2

Historical Stock Price Indices(1)


Year/Qtr. Ended		DJIA	S&P 500	NASDAQ Composite	SNL Thrift Index	SNL Bank Index
1999:	Quarter 1	9786.2	1286.4	2,461.4	707.6	448.4
	Quarter 2	10970.8	1372.7	2,686.1	695.6	479.3
	Quarter 3	10337.0	1282.7	2,746.2	609.1	409.9
	Quarter 4	11497.1	1469.3	4,069.3	562.4	416.7
2000:	Quarter 1	10921.9	1498.6	4,572.8	545.6	421.2
	Quarter 2	10447.9	1454.6	3,966.1	567.8	387.4
	Quarter 3	10650.9	1436.5	3,672.8	718.3	464.6
	Quarter 4	10786.9	1320.3	2,470.5	874.3	479.4
2001:	Quarter 1	9878.8	1160.3	1,840.3	885.2	459.2
	Quarter 2	10502.4	1224.4	2,160.5	964.5	493.7
	Quarter 3	8847.6	1040.9	1,498.8	953.9	436.6
	Quarter 4	10021.5	1148.1	1,950.4	918.2	473.7
2002:	Quarter 1	10403.9	1147.4	1,845.4	1006.7	498.3
	Quarter 2	9243.3	989.8	1,463.2	1121.4	468.9
	Quarter 3	7591.9	815.3	1,172.1	984.3	396.8
	Quarter 4	8341.6	879.8	1,335.5	1073.2	419.1
2003:	Quarter 1	7992.1	848.2	1,341.2	1096.2	401.0
	Quarter 2	8985.4	974.5	1,622.8	1266.6	476.1
	Quarter 3	9275.1	996.0	1,786.9	1330.9	490.9
	Quarter 4	10453.9	1112.0	2,003.4	1482.3	548.6
2004:	Quarter 1	10357.7	1126.2	1,994.2	1585.3	562.2
	Quarter 2	10435.5	1140.8	2,047.8	1437.8	546.6
	Quarter 3	10080.3	1114.6	1,896.8	1495.1	556.0
	Quarter 4	10783.0	1211.9	2,175.4	1605.6	595.1
2005:	Quarter 1	10503.8	1180.6	1,999.2	1516.6	551.0
	Quarter 2	10275.0	1191.3	2,057.0	1577.1	563.3
	Quarter 3	10568.7	1228.8	2,151.7	1527.2	546.3
	Quarter 4	10717.5	1248.3	2,205.3	1616.4	582.8
2006:	Quarter 1	11109.3	1294.8	2,339.8	1661.1	595.5
	Quarter 2	11150.2	1270.2	2,172.1	1717.9	601.1
	Quarter 3	11679.1	1335.9	2,258.4	1727.1	634.0
	Quarter 4	12463.2	1418.3	2,415.3	1829.3	658.6
2007:	Quarter 1	12354.4	1420.9	2,421.6	1703.6	634.4
	Quarter 2	13408.6	1503.4	2,603.2	1645.9	622.6
	Quarter 3	13895.6	1526.8	2,701.5	1523.3	595.8
	Quarter 4	13264.8	1468.4	2,652.3	1058.0	492.8
2008:	Quarter 1	12262.9	1322.7	2,279.1	1001.5	442.5
As of May 16, 2008		12986.8	1425.4	2,528.9	978.4	451.1

(1)	End of period data.

Sources: SNL

Financial and The Wall Street Journal.

EXHIBIT IV-3

Historical Thrift Stock Indices

LOGO

EXHIBIT IV-4

Market Area Acquisition Activity

RP ^® Financial, LC.

Exhibit IV-4

Louisiana Thrift Acquisitions 2004-Present

Target Financials at Announcement

Deal Terms and Pricing at Announcement

Announce
Date

Complete
Date

Buyer Short Name

Target Name

Total
Assets
($000)

E/A
(%)

ROAA
(%)

ROAE
(%)

NPAs/
Assets
(%)

Rsrvs/
NPLs
(%)

Deal
Value
($M)

Value/
Share
($)

P/B
(%)

P/TB
(%)

P/E
(x)

P/A
(%)

Prem/
Cdeps
(%)

11/20/2007

04/22/2008

First NBC Bank Holding Co.

Dryades Bancorp, Inc.

80,154

3.49

2.9

103.25

3.60

0.27

01/04/2007

07/30/2007

First Guaranty Bancshares Inc.

Homestead Bancorp, Inc.

131,886

9.04

0.33

3.80

0.52

58.66

13.1

17.600

127.02

43.63

9.92

5.07

06/30/2006

Home Bank

Crowley Building & Loan Association

33,963

10.83

0.61

5.68

0.24

180.95

06/16/2004

10/29/2004

First Federal Bank of LA

First Allen Parish Bancorp, Incorporated

53,325

8.37

0.73

8.98

4.17

32.22

6.6

33.000

147.00

17.09

12.31

5.05

03/04/2004

07/02/2004

Teche Holding Co.

St. Landry Financial Corporation

71,314

11.39

0.34

3.06

1.31

10.1

27.000

124.21

40.85

14.15

5.21

Averages:

74,128

8.62

0.50

5.38

1.56

90.61

8.2

125.37

33.86

10.00

3.90

Medians:

71,314

9.04

0.48

4.74

0.92

58.66

8.4

125.62

40.85

11.12

5.06

Source: SNL Financial, LC.

EXHIBIT IV-5

Home Bank

Director and Senior Management Summary Resumes

Exhibit IV-5

Home Bank

Director and Senior Management Summary Resumes

The following table sets forth certain information regarding the directors of Home Bancorp, all of whom are also directors of the Bank.


Name	Age	Position with Home Bank and Principal Occupation During the Past Five Years	Director of the Bank Since
Michael P. Maraist	60	Chairman of the Board. Owner and Chief Financial Officer of Timco Services Inc., a provider of oilfield tools and services located in Lafayette, Louisiana.	2004
John W. Bordelon	52	Director, President and Chief Executive Officer of Home Bank since 1993. Previously served in various management and other positions since joining the Bank in 1981.	1990
Paul J. Blanchet, III	53	Director. Partner in Broussard Poche Lewis & Breaux, LLP. a public accounting firm located in Lafayette, Louisiana.	2002
Richard J. Bourgeois	61	Director. Physician and surgeon, Lafayette, Louisiana.	1994
Henry William Busch, Jr.	67	Director and Secretary. President of Mike Baker Brick of Lafayette, Louisiana.	1993
Lester James Dailey	69	Director and First Vice President of Home Bank since July 2006. Former Chief Executive Officer of Crowley Building & Loan Association, Crowley, Louisiana from 1980 through June 2006.	2006
John A. Hendry	58	Director. Pediatric Dentist, Lafayette, Louisiana.	2000
Marc W. Judice	61	Director. President of Judice & Adley PLC, a law firm located in Lafayette, Louisiana.	1996

Executive Officers Who Are Not Also Directors

Darren E. Guidry. Age 45. Mr. Guidry has served as an Executive Vice President and Chief Lending Officer for the Bank since 1993.

Source: Home Bank’s prospectus.

EXHIBIT IV-6

Home Bank

Pro Forma Regulatory Capital Ratios

Exhibit IV-6

Home Bank

Pro Forma Regulatory Capital Ratios


					Pro Forma at March 31, 2008 based on
	Historical at March 31, 2008				6,375,000 Shares Sold at $10.00 Per Share				7,500,000 Shares Sold at $10.00 Per Share				8,625,000 Shares Sold at $10.00 Per Share				9,918,750 Shares Sold at $10.00 Per Share
	Amount		Percent of Assets ⁽¹⁾		Amount		Percent of Assets ⁽¹⁾		Amount		Percent of Assets ⁽¹⁾		Amount		Percent of Assets ⁽¹⁾		Amount		Percent of Assets ⁽¹⁾
	(Dollars in Thousands)
GAAP Capital	$	51,371	11.95	%	$	77,334	16.77	%	$	82,008	17.57	%	$	86,681	18.35	%	$	92,055	19.23	%

Tangible capital	$	50,359	11.75	%	$	76,322	16.60	%	$	80,996	17.41	%	$	85,669	18.19	%	$	91,043	19.08	%
Requirement		6,430	1.50			6,896	1.50			6,979	1.50			7,063	1.50			7,159	1.50

Excess	$	43,929	10.25	%	$	69,426	15.10	%	$	74,017	15.91	%	$	78,606	16.69	%	$	83,884	17.58	%

Core capital	$	50,359	11.75	%	$	76,322	16.60	%	$	80,996	17.41	%	$	85,669	18.19	%	$	91,043	19.08	%
Requirement		17,146	4.00			18,388	4.00			18,611	4.00			18,834	4.00			19,090	4.00

Excess	$	33,213	7.75	%	$	57,934	12.60	%	$	62,385	13.41	%	$	66,835	14.19	%	$	71,953	15.08	%

Tier 1 Risk Based	$	50,359	19.51	%	$	76,322	27.90	%	$	80,996	29.31	%	$	85,669	30.69	%	$	91,043	32.24	%
Requirement		10,322	4.00			10,943	4.00			11,055	4.00			11,166	4.00			11,295	4.00

Excess	$	40,037	15.51	%	$	65,379	23.90	%	$	69,941	25.31	%	$	74,503	26.69	%	$	79,748	28.24	%

Total Risk-Based	$	52,549	20.36	%	$	78,512	28.70	%	$	83,186	30.10	%	$	87,859	31.47	%	$	93,233	33.02	%
Risk-Based Requirement		20,644	8.00			21,887	8.00			22,110	8.00			22,333	8.00			22,589	8.00

Excess	$	31,905	12.36	%	$	56,625	20.70	%	$	61,076	22.10	%	$	65,526	23.47	%	$	70,644	25.02	%

(1)	Adjusted total or adjusted risk-weighted assets, as appropriate.

Source: Home Bank’s prospectus.

EXHIBIT IV-7

Home Bank

Pro Forma Analysis Sheet

Exhibit IV-7

PRO FORMA ANALYSIS SHEET

Home Bank

Prices as of May 16, 2008


							Peer Group				Louisiana Companies				All Publicly- Traded
Price Multiple		Symbol			Subject(1)		Average		Median		Average		Median		Average		Median
Price-earnings ratio (x)			P/E		22.10	x	18.40	x	16.51	x	24.34	x	28.11	x	20.47x		19.12	x
Price-core earnings ratio (x)			P/Core		23.52	x	16.96	x	13.68	x	19.71	x	19.71	x	20.65x		19.59	x
Price-book ratio (%)	=		P/B		64.85	%	91.40	%	85.93	%	94.06	%	90.48	%	108.34	%	98.98	%
Price-tangible book ratio (%)	=		P/TB		64.85	%	94.91	%	95.55	%	96.19	%	90.48	%	120.80	%	108.91	%
Price-assets ratio (%)	=		P/A		15.17	%	11.47	%	10.87	%	16.64	%	11.47	%	13.77	%	10.60	%

Valuation Parameters
Pre-Conversion Earnings (Y)		$	3,361,000				ESOP Stock Purchases(E)						8.00	%(5)
Pre-Conversion Earnings (CY)		$	3,156,000				Cost of ESOP Borrowings (S)						0.00	%(4)
Pre-Conversion Book Value (B)		$	51,371,000				ESOP Amortization (T)						20.00 years
Pre-Conv. Tang. Book Val. (TB)		$	51,371,000				RRP Amount (M)						4.00	%
Pre-Conversion Assets (A)		$	430,053,000				RRP Vesting (N)						5.00 years	(5)
Reinvestment Rate (2)(R)			4.47	%			Foundation (F)						0.00	%
Est. Conversion Expenses (3)(X)			2.30	%			Tax Benefit (Z)						0
Tax Rate (TAX)			34.00	%			Percentage Sold (PCT)						100.00	%
Louisiana Shares Tax		$	604,000				Option (O1)						10.00	%(6)
							Estimated Option Value(O2)						48.50	%(6)
							Option vesting (O3)						5.00	(6)
							Option pct taxable (O4)						25.00	%(6)

Calculation of Pro Forma Value After Conversion


1.	V=	P/E * (Y)	V=	$	75,000,000
		1 - P/E * PCT * ((1-X-E-M-F)R(1-TAX) - (1-TAX)E/T - (1-TAX)M/N) - (1-(TAXO4))(O1*O2)/O3)

2.	V=	P/Core * (Y)	V=	$	75,000,000
		1 - P/core * PCT * ((1-X-E-M-F)R(1-TAX) - (1-TAX)E/T - (1-TAX)M/N) - (1-(TAXO4))(O1*O2)/O3)

3.	V=	P/B * (B+Z)	V=	$	75,000,000
		1 - P/B * PCT * (1-X-E-M-F)

4.	V=	P/TB * (TB+Z)	V=	$	75,000,000
		1 - P/TB * PCT * (1-X-E-M-F)

5.	V=	P/A * (A+Z)	V=	$	75,000,000
		1 - P/A * PCT * (1-X-E-M-F)


Conclusion	Shares Issued To the Public	Price Per Share	Gross Offering Proceeds		Shares Issued To Foundation	Total Shares Issued	Aggregate Market Value of Shares Issued
Supermaximum	9,918,750	10.00	$	99,187,500	0	9,918,750	$	99,187,500
Maximum	8,625,000	10.00		86,250,000	0	8,625,000		86,250,000
Midpoint	7,500,000	10.00		75,000,000	0	7,500,000		75,000,000
Minimum	6,375,000	10.00		63,750,000	0	6,375,000		63,750,000

(1)	Pricing ratios shown reflect the midpoint value.

(2)	Net return reflects a reinvestment rate of 4.47 percent and a tax rate of 34.0 percent.

(3)	Offering expenses shown at estimated midpoint value.

(4)	No cost is applicable since holding company will fund the ESOP loan.

(5)	ESOP and MRP amortize over 20 years and 5 years, respectively; amortization expenses tax effected at 34.0 percent.

(6)	10 percent option plan with an estimated Black-Scholes valuation of 48.50 percent of the exercise price, including a 5 year vesting with 25 percent of the options (granted to directors) tax effected at 34.0 percent.

EXHIBIT IV-8

Home Bank

Pro Forma Effect of Conversion Proceeds

Exhibit IV-8

PRO FORMA EFFECT OF CONVERSION PROCEEDS

Home Bank

At the Minimum


1. Pro Forma Market Capitalization	$	63,750,000
Less: Foundation Shares		—

2. Offering Proceeds	$	63,750,000
Less: Estimated Offering Expenses		1,623,750

Net Conversion Proceeds	$	62,126,250
3. Estimated Additional Income from Conversion Proceeds
Net Conversion Proceeds	$	62,126,250
Less: Cash Contribution to Foundation		0
Less: Non-Cash Stock Purchases (1)		7,650,000

Net Proceeds Reinvested	$	54,476,250
Estimated net incremental rate of return		2.95	%

Reinvestment Income	$	1,607,158
Less: Louisiana Shares Tax		572,000
Less: Estimated cost of ESOP borrowings (2)		0
Less: Amortization of ESOP borrowings (3)		168,300
Less: Amortization of Options (4)		565,813
Less: Recognition Plan Vesting (5)		336,600

Net Earnings Impact		($35,555	)


	Before Conversion		Net Earnings Increase			After Conversion
4. Pro Forma Earnings
12 Months ended March 31, 2008 (reported)	$	3,361,000	($	35,555	)	$	3,325,445
12 Months ended March 31, 2008 (core)	$	3,156,000	($	35,555	)	$	3,120,445


	Before Conversion		Net Cash Proceeds		Tax Benefit Of Contribution		After Conversion
5. Pro Forma Net Worth
March 31, 2008	$	51,371,000	$	54,476,250	$	0	$	105,847,250
March 31, 2008 (Tangible)	$	51,371,000	$	54,476,250	$	0	$	105,847,250


	Before Conversion		Net Cash Proceeds		Tax Benefit Of Contribution		After Conversion
6. Pro Forma Assets
March 31, 2008	$	430,053,000	$	54,476,250	$	0	$	484,529,250

(1)	Includes ESOP and RRP stock purchases equal to 8.0 and 4.0 percent of total shares issued, respectively.

(2)	ESOP stock purchases are internally financed by a loan from the holding company.

(3)	ESOP borrowings are amortized over 20 years, amortization expense is tax-effected at a 34.0 percent rate.

(4)	Option valuation based on Black-Scholes model, 5 year vesting, and assumes 25 percent is taxable.

(5)	RRP is amortized over 5 years, and amortization expense is tax effected at 34.0 percent.

Exhibit IV-8

PRO FORMA EFFECT OF CONVERSION PROCEEDS

Home Bank

At the Midpoint


1. Pro Forma Market Capitalization	$	75,000,000
Less: Foundation Shares		—

2. Offering Proceeds	$	75,000,000
Less: Estimated Offering Expenses		1,727,250

Net Conversion Proceeds	$	73,272,750
3. Estimated Additional Income from Conversion Proceeds
Net Conversion Proceeds	$	73,272,750
Less: Cash Contribution to Foundation		0
Less: Non-Cash Stock Purchases (1)		9,000,000

Net Proceeds Reinvested	$	64,272,750
Estimated net incremental rate of return		2.95	%

Reinvestment Income	$	1,896,175
Less: Louisiana Shares Tax		604,000
Less: Estimated cost of ESOP borrowings (2)		0
Less: Amortization of ESOP borrowings (3)		198,000
Less: Amortization of Options (4)		665,663
Less: Recognition Plan Vesting (5)		396,000

Net Earnings Impact	$	32,512


	Before Conversion		Net Earnings Increase		After Conversion
4. Pro Forma Earnings
12 Months ended March 31, 2008 (reported)	$	3,361,000	$	32,512	$	3,393,512
12 Months ended March 31, 2008 (core)	$	3,156,000	$	32,512	$	3,188,512


	Before Conversion		Net Cash Proceeds		Tax Benefit Of Contribution		After Conversion
5. Pro Forma Net Worth
March 31, 2008	$	51,371,000	$	64,272,750	$	0	$	115,643,750
March 31, 2008 (Tangible)	$	51,371,000	$	64,272,750	$	0	$	115,643,750


	Before Conversion		Net Cash Proceeds		Tax Benefit Of Contribution		After Conversion
6. Pro Forma Assets
March 31, 2008	$	430,053,000	$	64,272,750	$	0	$	494,325,750

(1)	Includes ESOP and RRP stock purchases equal to 8.0 and 4.0 percent of total shares issued, respectively.

(2)	ESOP stock purchases are internally financed by a loan from the holding company.

(3)	ESOP borrowings are amortized over 20 years, amortization expense is tax-effected at a 34.0 percent rate.

(4)	Option valuation based on Black-Scholes model, 5 year vesting, and assumes 25 percent is taxable.

(5)	RRP is amortized over 5 years, and amortization expense is tax effected at 34.0 percent.

Exhibit IV-8

PRO FORMA EFFECT OF CONVERSION PROCEEDS

Home Bank

At the Maximum Value


1. Pro Forma Market Capitalization	$	86,250,000
Less: Foundation Shares		—

2. Offering Proceeds	$	86,250,000
Less: Estimated Offering Expenses		1,830,750

Net Conversion Proceeds	$	84,419,250
3. Estimated Additional Income from Conversion Proceeds
Net Conversion Proceeds	$	84,419,250
Less: Cash Contribution to Foundation		0
Less: Non-Cash Stock Purchases (1)		10,350,000

Net Proceeds Reinvested	$	74,069,250
Estimated net incremental rate of return		2.95	%

Reinvestment Income	$	2,185,191
Less: Louisiana Shares Tax		632,000
Less: Estimated cost of ESOP borrowings (2)		0
Less: Amortization of ESOP borrowings (3)		227,700
Less: Amortization of Options (4)		765,512
Less: Recognition Plan Vesting (5)		455,400

Net Earnings Impact	$	104,579


	Before Conversion		Net Earnings Increase		After Conversion
4. Pro Forma Earnings
12 Months ended March 31, 2008 (reported)	$	3,361,000	$	104,579	$	3,465,579
12 Months ended March 31, 2008 (core)	$	3,156,000	$	104,579	$	3,260,579


	Before Conversion		Net Cash Proceeds		Tax Benefit Of Contribution		After Conversion
5. Pro Forma Net Worth
March 31, 2008	$	51,371,000	$	74,069,250	$	0	$	125,440,250
March 31, 2008 (Tangible)	$	51,371,000	$	74,069,250	$	0	$	125,440,250


	Before Conversion		Net Cash Proceeds		Tax Benefit Of Contribution		After Conversion
6. Pro Forma Assets
March 31, 2008	$	430,053,000	$	74,069,250	$	0	$	504,122,250

(1)	Includes ESOP and RRP stock purchases equal to 8.0 and 4.0 percent of total shares issued, respectively.

(2)	ESOP stock purchases are internally financed by a loan from the holding company.

(3)	ESOP borrowings are amortized over 20 years, amortization expense is tax-effected at a 34.0 percent rate.

(4)	Option valuation based on Black-Scholes model, 5 year vesting, and assumes 25 percent is taxable.

(5)	RRP is amortized over 5 years, and amortization expense is tax effected at 34.0 percent.

Exhibit IV-8

PRO FORMA EFFECT OF CONVERSION PROCEEDS

Home Bank

At the Supermaximum Value


1. Pro Forma Market Capitalization	$	99,187,500
Less: Foundation Shares		—

2. Offering Proceeds	$	99,187,500
Less: Estimated Offering Expenses		1,949,775

Net Conversion Proceeds	$	97,237,725
3. Estimated Additional Income from Conversion Proceeds
Net Conversion Proceeds	$	97,237,725
Less: Cash Contribution to Foundation		0
Less: Non-Cash Stock Purchases (1)		11,902,500

Net Proceeds Reinvested	$	85,335,225
Estimated net incremental rate of return		2.95	%

Reinvestment Income	$	2,517,560
Less: Louisiana Shares Tax		668,000
Less: Estimated cost of ESOP borrowings (2)		0
Less: Amortization of ESOP borrowings (3)		261,855
Less: Amortization of Options (4)		880,339
Less: Recognition Plan Vesting (5)		523,710

Net Earnings Impact	$	183,656


	Before Conversion		Net Earnings Increase		After Conversion
4. Pro Forma Earnings
12 Months ended March 31, 2008 (reported)	$	3,361,000	$	183,656	$	3,544,656
12 Months ended March 31, 2008 (core)	$	3,156,000	$	183,656	$	3,339,656


	Before Conversion		Net Cash Proceeds		Tax Benefit Of Contribution		After Conversion
5. Pro Forma Net Worth
March 31, 2008	$	51,371,000	$	85,335,225	$	0	$	136,706,225
March 31, 2008 (Tangible)	$	51,371,000	$	85,335,225	$	0	$	136,706,225


	Before Conversion		Net Cash Proceeds		Tax Benefit Of Contribution		After Conversion
6. Pro Forma Assets
March 31, 2008	$	430,053,000	$	85,335,225	$	0	$	515,388,225

(1)	Includes ESOP and RRP stock purchases equal to 8.0 and 4.0 percent of total shares issued, respectively.

(2)	ESOP stock purchases are internally financed by a loan from the holding company.

(3)	ESOP borrowings are amortized over 20 years, amortization expense is tax-effected at a 34.0 percent rate.

(4)	Option valuation based on Black-Scholes model, 5 year vesting, and assumes 25 percent is taxable.

(5)	RRP is amortized over 5 years, and amortization expense is tax effected at 34.0 percent.

EXHIBIT IV-9

Peer Group Core Earnings Analysis

RP ^® Financial, LC.

Exhibit IV-9

Core Earnings Analysis

Comparable Institution Analysis

For the 12 Months Ended March 31, 2008


		Net Income to Common		Less: Net Gains(Loss)			Tax Effect @ 34%			Less: Extraordinary Items		Estimated Core Income to Common		Shares	Estimated Core EPS
Comparable Group		Net Income to Common		Less: Net Gains(Loss)			Tax Effect @ 34%			Less: Extraordinary Items		Estimated Core Income to Common		Shares	Estimated Core EPS
		($000)		($000)			($000)			($000)		($000)		(000)	($)
CITZ	CFS Bancorp, Inc. of Munster IN	$	7,991		($594	)	$	202		$	0	$	7,599	10,680	$	0.71
CFFC	Community Financial Corp. of VA(1)(3)	$	2,830	$	37			($13	)	$	0	$	2,854	4,336	$	0.88
FCAP	First Capital, Inc. of IN	$	3,562		($422	)	$	143		$	0	$	3,283	2,814	$	1.17
FCLF	First Clover Leaf Fin. Corp. of IL	$	2,292		($51)		$	17		$	0	$	2,258	8,177	$	0.28
FFBH	First Federal Bancshares of AR	$	3,571	$	486			($165	)	$	0	$	3,892	4,848	$	0.80
GSLA	GS Financial Corp. of LA	$	688		($280	)	$	95		$	0	$	503	1,286	$	0.39
HMNF	HMN Financial, Inc. of MN	$	9,495		($875	)	$	298		$	0	$	8,918	4,168	$	2.14
JFBI	Jefferson Bancshares Inc. of TN	$	1,351	$	0		$	0		$	0	$	1,351	6,208	$	0.22
LBCP	Liberty Bancorp, Inc. of MO(1)	$	1,916		($257	)	$	87		$	0	$	1,746	4,441	$	0.39
TSH	Teche Holding Corp. of N. Iberia LA(1)	$	6,765		($144	)	$	49		$	0	$	6,670	2,112	$	3.16

(1)	Financial information is for the quarter ending December 31, 2007.

(3)	Figures are for three quarters of financial data, EPS figures are annualized.


Source:		Audited and unaudited financial statements, corporate reports and offering circulars, and RP ^® Financial, LC. calculations. The information provided in this table has been obtained from sources we believe are reliable, but we cannot guarantee the accuracy or completeness of such information.

EXHIBIT V-1

RP ^® Financial, LC.

Firm Qualifications Statement

RP ^® FINANCIAL, LC.

Celebrating 20 Years of Financial Advisory Services

FIRM QUALIFICATION STATEMENT

RP ^® Financial provides financial and management consulting, merger advisory and valuation services to the financial services industry nationwide. We offer a broad array of services, high quality and prompt service, hands-on involvement by principals and senior staff, careful structuring of strategic initiatives and sophisticated valuation and other analyses consistent with industry practices and regulatory requirements. Our staff maintains extensive background in financial and management consulting, valuation and investment banking. Our clients include commercial banks, thrifts, credit unions, mortgage companies and other financial services companies.

STRATEGIC PLANNING SERVICES

RP ^® Financial’s strategic planning services are designed to provide effective feasible plans with quantifiable results. We analyze strategic options to enhance shareholder value, achieve regulatory approval or realize other objectives. Such services involve conducting situation analyses; establishing mission/vision statements, strategic goals and objectives; and identifying strategies to enhance franchise and/or market value, capital management, earnings enhancement, operational matters and organizational issues. Strategic recommendations typically focus on: capital formation and management, asset/liability targets, profitability, return on equity and stock pricing. Our proprietary financial simulation models provide the basis for evaluating the impact of various strategies and assessing their feasibility and compatibility with regulations.

MERGER ADVISORY SERVICES

RP ^® Financial’s merger advisory services include targeting potential buyers and sellers, assessing acquisition merit, conducting due diligence, negotiating and structuring merger transactions, preparing merger business plans and financial simulations, rendering fairness opinions, preparing mark-to-market analyses and supporting the implementation of post-acquisition strategies. Through financial simulations, comprehensive data bases, valuation proficiency and regulatory familiarity, RP ^® Financial’s merger advisory services center on enhancing shareholder returns.

VALUATION SERVICES

RP ^® Financial’s extensive valuation practice includes bank and thrift mergers, thrift mutual-to-stock conversions, insurance company demutualizations, ESOPs, subsidiary companies, purchase accounting and other purposes. We are highly experienced in performing appraisals which conform to regulatory guidelines and appraisal standards. RP ^® Financial is the nation’s leading valuation firm for thrift mutual-to-stock conversions, with appraised values ranging up to $4 billion.

OTHER CONSULTING SERVICES

RP ^® Financial offers other consulting services including branching and diversification strategies, feasibility studies and special research. We assist banks/thrifts in preparing CRA plans and evaluating wealth management activities on a de novo or merger basis. Our other consulting services are aided by proprietary valuation and financial simulation models.

KEY PERSONNEL (Years of Relevant Experience & Contact Information)


Ronald S. Riggins, Managing Director (27)	(703) 647-6543	rriggins@rpfinancial.com
William E. Pommerening, Managing Director (24)	(703) 647-6546	wpommerening@rpfinancial.com
Gregory E. Dunn, Director (25)	(703) 647-6548	gdunn@rpfinancial.com
James P. Hennessey, Director (22)	(703) 647-6544	jhennessey@rpfinancial.com
James J. Oren, Director (21)	(703) 647-6549	joren@rpfinancial.com
Timothy M. Biddle, Senior Vice President (18)	(703) 647-6552	tbiddle@rpfinancial.com

Washington Headquarters


Rosslyn Center		Telephone: (703) 528-1700
1700 North Moore Street, Suite 2210		Fax No.: (703) 528-1788
Arlington, VA 22209		Toll-Free No.: (866) 723-0594
www.rpfinancial.com		E-Mail: mail@rpfinancial.com

EXHIBIT 99.4

HOME BANK

Notice of Special Meeting of Members

To Be Held On , 2008

NOTICE IS HEREBY GIVEN that a special meeting of the members of Home Bank will be held in the headquarters office of Home Bank located at 503 Kaliste Saloom Road, Lafayette, Louisiana 70508 on , 2008, at :00 .m., Central Time, to consider and vote upon:

The approval of a Plan of Conversion pursuant to which Home Bank would be converted from a federally chartered mutual savings bank to a federally chartered stock savings bank and issue all of its capital stock to a new holding company, Home Bancorp, Inc., and the transactions provided for in such Plan of Conversion, including the adoption of a new federal stock Charter and new Bylaws for Home Bank;

Such other business as may properly come before the special meeting or any adjournment. Except with respect to procedural matters incident to the conduct of the meeting, management is not aware of any other such business.

The Board of Directors has fixed , 2008 as the voting record date for the determination of members entitled to notice of and to vote at the special meeting and at any adjournment. Only those members of Home Bank of record as of the close of business on that date who continue to be members on the date of the special meeting will be entitled to vote at the special meeting or at any such adjournment.

The following proxy statement and the accompanying prospectus contain a more detailed description of Home Bank, Home Bancorp, Inc. and the proposed conversion.

By Order of the Board of Directors

John W. Bordelon

President and Chief Executive Officer

Lafayette, Louisiana

, 2008

The Board of Directors recommends that you sign, date and mark the enclosed proxy card in favor of the adoption of the Plan of Conversion and return it in the enclosed self-addressed, postage-paid envelope. This will not prevent you from voting in person if you attend the special meeting.

Home Bank

Proxy Statement

Special Meeting of Members

To Be Held On , 2008

Introduction

This proxy statement, together with the accompanying prospectus of Home Bancorp, Inc., is being furnished to members of Home Bank as of the close of business on , 2008 in connection with the solicitation by the Board of Directors of proxies to be voted at the special meeting of members of Home Bank, and at any adjournments. The special meeting will be held on , 2008 at the headquarters office of Home Bank, located at 503 Kaliste Saloom Road, Lafayette, Louisiana 70508 on , 2008, at :00 .m., Central Time.

The special meeting is being held for the purpose of considering and voting upon the Plan of Conversion under which Home Bank would be converted from a federally chartered mutual savings bank to a federally chartered stock savings bank. The Plan of Conversion also provides for the concurrent sale of all of Home Bank’s capital stock to Home Bancorp, Inc., a company we formed in May 2008, and the sale by Home Bancorp, Inc. of shares of its common stock to the public in a subscription offering and, if necessary, in a community offering and syndicated community offering. References to Home Bank include Home Bank in either its mutual or stock form as indicated by the context.

Voting in favor of or against the Plan of Conversion includes a vote for or against the adoption of the new federal stock Charter and Bylaws of Home Bank.

Voting in favor of the Plan of Conversion will not obligate any person to purchase common stock of Home Bancorp, Inc.

A copy of Home Bancorp’s prospectus accompanies this proxy statement and is incorporated herein by reference. See below, under the headings: “Incorporation of Information by Reference,” “How to Obtain Additional Information” and “Available Information.”

Voting Rights and Vote Required for Approval

Depositors as of the close of business on , 2008, the voting record date, who continue to be depositors on the date of the special meeting or any adjournment and borrowers from Home Bank whose loans were outstanding as of January 1, 2001 and as the voting record date will be entitled to vote on the Plan of Conversion. All of Home Bank’s depositors as of the voting record date are members of Home Bank. If there are not sufficient votes for approval of the Plan of Conversion at the time of the special meeting, the special meeting may be adjourned to permit further solicitation of proxies.

At the special meeting, each depositor member will be entitled to cast one vote for every $100, or fraction thereof, of the total withdrawal value of all of his or her accounts in Home Bank as of the voting record date. Also, each borrower member as of January 1, 2001 whose loan continued to be outstanding as of the voting record date, will be entitled to one vote in addition to any other vote the borrower member may have. No member, however, may cast more than 1,000 total votes. As of the voting record date, Home Bank had approximately members who are entitled to cast a total of approximately votes at the special meeting.

This proxy statement and related materials are first being mailed to members on or about , 2008.

The affirmative vote of a majority of the total outstanding votes eligible to be cast at the special meeting is required for approval of the Plan of Conversion.

The Board of Directors Recommends

That You Vote FOR the Adoption of

The Plan of Conversion.

Proxies

The Board of Directors of Home Bank is soliciting the proxy which accompanies this proxy statement furnished to members for use at the special meeting and any adjournment. Each proxy solicited hereby, if properly executed, duly returned before the special meeting and not revoked prior to or at the special meeting, will be voted at the special meeting in accordance with your instructions as indicated on the proxy. If no contrary instructions are given, the executed proxy will be voted in favor of the Plan of Conversion. If any other matters properly come before the special meeting, the persons named as proxies will vote upon such matters according to their discretion. Except with respect to procedural matters incident to the conduct of the meeting, no additional matters are expected to come before the special meeting.

Any member giving a proxy may revoke it at any time before it is voted by delivering to the secretary of Home Bank either a written revocation of the proxy, or a duly executed proxy bearing a later date, or by voting in person at the special meeting. Proxies are being solicited only for use at the special meeting and any and all adjournments, and will not be used for any other meeting.

Proxies may be solicited by officers, directors and employees of Home Bank personally, by telephone or further correspondence without additional compensation.

Deposits held in a trust or other fiduciary capacity may be voted by the trustee or other fiduciary to whom voting rights are delegated under the trust instrument or other governing document or applicable law. In the case of individual retirement accounts (IRAs) and Keogh trusts established at Home Bank, the beneficiary will need to direct the trustee’s vote on the Plan of Conversion by returning a completed proxy card to Home Bank.

The Board of Directors urges each member as of the close of business on , 2008 to mark, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope as soon as possible, even if you do not intend to purchase common stock of Home Bancorp, Inc. This will ensure that your vote will be counted.

Incorporation of Information by Reference

Home Bancorp’s prospectus dated , 2008 is incorporated herein by reference. The prospectus sets forth a description of the Plan of Conversion and the related offering of common stock by Home Bancorp, Inc. under the caption “The Conversion and Offering” beginning on page . Such caption also describes the effects of the conversion on the members of Home Bank, including the tax consequences of the conversion and the establishment of a liquidation account for the benefit of certain depositors of Home Bank. Upon completion of the conversion, the Charter of Home Bank will be restated to reflect the conversion, to provide for the issuance of capital stock and to provide for a liquidation account.

Information regarding Home Bancorp, Inc. and Home Bank is set forth in the prospectus under the captions “Summary – The Companies” on page 1. The prospectus also describes the business and financial condition of Home Bank under the captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” beginning on page and “Business of Home Bank,” beginning on page . The historical financial statements of Home Bank are included in the prospectus. See also “Selected Financial and Other Data” on pages in the prospectus. Information regarding the use of proceeds of the offering conducted in connection with the conversion, the historical capitalization of Home Bank and the pro forma capitalization of the Home Bancorp, Inc., and other pro forma data are set forth in the prospectus under the captions “Use of Proceeds,” on pages , “Our Capitalization,” on pages and “Pro Forma Data,” on pages .

The prospectus also provides information regarding the names, ages, business experience and compensation of Home Bank’s directors and executive officers, as well as the benefit plans and proposed employment agreements. See “Management” on pages in the prospectus.

Review of Office of Thrift Supervision Action

Any person aggrieved by a final action of the Office of Thrift Supervision which approves, with or without conditions, or disapproves a plan of conversion may obtain review of such action by filing in the court of appeals of the United States for the circuit in which the principal office or residence of such person is located, or in the United States Court of Appeals for the District of Columbia, a written petition praying that the final action of the Office of Thrift Supervision be modified, terminated or set aside. Such petition must be filed within 30 days after the publication of notice of such final action in the Federal Register , or 30 days after the mailing by the applicant of the notice to members as provided for in 12 C.F.R. Section 563b.235, whichever is later.

The further procedure for review is as follows. A copy of the petition is transmitted to the Office of Thrift Supervision by the clerk of the court. Then, the Office of Thrift Supervision files in the court the record in proceeding, as provided in Section 2112 of Title 28 of the United States Code. Upon the filing of the petition, the court has jurisdiction, which upon the filing of the record is exclusive, to affirm, modify, terminate, or set aside in whole or in part, the final action of the Office of Thrift Supervision. Review of such proceedings is as provided in Chapter 7 of Title 5 of the United States Code. The judgment and decree of the court is final, except that they are subject to review by the Supreme Court upon certiorari as provided in Section 1254 of Title 28 of the United States Code.

How to Obtain Additional Information

You may request in writing a copy of the Plan of Conversion from Home Bank. Any such requests should be directed to Secretary, Home Bank, 503 Kaliste Saloom Road, Lafayette, Louisiana 70508.

Available Information

Home Bancorp, Inc. has filed with the SEC a Registration Statement on Form S-1 under the Securities Act of 1933 with respect to the shares of its common stock offered by the prospectus. As permitted by the rules and regulations of the SEC, the prospectus does not contain all the information set forth in the Registration Statement. Such information can be examined without charge at the public

reference facilities of the SEC located at 100 F Street, N.E., Washington, D.C. 20549, and copies of such material can be obtained from the SEC at prescribed rates. The public may obtain more information on the operations of the public reference room by calling 1-800-SEC-0330. The registration statement also is available through the SEC’s world wide web site on the internet at http://www.sec.gov. The statements contained in the prospectus as to the contents of any contract or other document filed as an exhibit to the Registration Statement are, of necessity, brief descriptions thereof and are not necessarily complete.

Home Bank has filed an application with respect to the conversion with the Office of Thrift Supervision. This prospectus omits certain information contained in that application. The application may be examined at the principal office of the Office of Thrift Supervision, 1700 G Street, N.W., Washington, D.C. 20552, and at the Midwest Regional Office of the Office of Thrift Supervision located at 225 East John Carpenter Freeway, Suite 500, Irving, Texas 75062. Home Bancorp, Inc. also has filed a holding company application with the OTS. The prospectus omits certain information contained in that application.

Please remember to mark, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope so that your important vote will be counted at the special meeting.

This proxy statement is neither an offer to sell nor the solicitation of any offer to buy stock. The offer is made only by the prospectus.

REVOCABLE PROXY

HOME BANK

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF HOME BANK (THE “BANK”) FOR USE ONLY AT A SPECIAL MEETING OF MEMBERS TO BE HELD ON , 2008 AND ANY ADJOURNMENT THEREOF.

The undersigned being a member of Home Bank, hereby authorizes the Board of Directors of the Bank or any successors in their respective positions, as proxy, with full powers of substitution, to represent the undersigned at the Special Meeting of Members of Home Bank to be held at the headquarters office of Home Bank, 503 Kaliste Saloom Road, Lafayette, Louisiana, on , 2008, at :00 p.m., Central Time, and at any adjournment of said meeting, and thereat to act with respect to all votes that the undersigned would be entitled to cast, if then personally present, as set forth below:

(1)

To vote FOR or AGAINST a Plan of Conversion pursuant to which Home Bank would be converted from a federally chartered mutual savings bank to a federally chartered stock savings bank as a wholly owned subsidiary of Home Bancorp, Inc. (the “Company”) and the transactions provided for in such Plan of Conversion.

FOR ¨ AGAINST ¨

(2)	To vote, in its discretion, upon such other business as may properly come before the Special Meeting or any adjournment thereof. Except with respect to procedural matters incident to the conduct of the meeting, management is not aware of any other such business.

This proxy, if executed, will be voted FOR adoption of the Plan of Conversion if no choice is made herein. Please date and sign this proxy on the reverse side and return it in the enclosed envelope.

(Continued and to be signed on other side)

REVOCABLE PROXY

HOME BANK

Any Member giving a proxy may revoke it at any time before it is voted by delivering to the Secretary of Home Bank either a written revocation of the proxy, or a duly executed proxy bearing a later date, or by voting in person at the Special Meeting.

The undersigned hereby acknowledges receipt of a Notice of Special Meeting of the Members of Home Bank called for the th day of , 2008 and a Proxy Statement for the Special Meeting prior to the signing of this Proxy.





Signature		Date


Signature		Date

Note: Please sign exactly as your name appears on this Proxy. Only one signature is required in the case of a joint account. When signing in a representative capacity, please give title.

IMPORTANT: PLEASE VOTE, DATE AND SIGN ALL PROXIES AND RETURN IN THE ENCLOSED ENVELOPE.