AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER

WHEREAS, Home Federal Bancorp, Inc. of Louisiana  (“Home Bancorp”), a federally chartered subsidiary holding company, Home Federal Mutual Holding Company of Louisiana, a federally chartered mutual holding company (the “MHC”), and First Louisiana Bancshares, Inc., a Louisiana corporation (the “Company”) entered into the Agreement and Plan of Merger dated as of December 11, 2007 (the Agreement”) pursuant to which the Company will merge with and into a newly formed Louisiana corporation, Home Federal Bancorp, Inc. of Louisiana (the “Holding Company”) (the “Merger”);

WHEREAS, the Holding Company became a party to the Agreement by Accession to Merger Agreement dated February 28, 2008;

WHEREAS, Home Federal Savings and Loan Association (the “Association”) (collectively with Home Bancorp, the MHC and the Holding Company (the “Home Parties”) and with the Company, the “Parties”) became a party to the Agreement by Association Accession to Merger Agreement dated April 9, 2008;

WHEREAS, pursuant to Section 7.5 of the Agreement, the Agreement may be amended at any time by mutual agreement by an agreement in writing signed by the Parties to the Agreement pursuant to authorization by or under the direction of their respective Boards of Directors;

WHEREAS , Section 7.1(e) of the Agreement provides that either Home Bancorp or the Company may terminate the Agreement if the Effective Time, as such te