HOME FEDERAL BANCORP, INC. OF LOUISIANA EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this “Agreement”), is made and entered into as of the 21 ^st day of February 2009, between Home Federal Bancorp, Inc. of Louisiana, a Federal corporation (the “Corporation” or the “Employer”), and Daniel R. Herndon (the “Executive”).

WHEREAS, the Executive is currently employed as Chairman, President and Chief Executive Officer of the Corporation;

WHEREAS, the Executive is currently employed as Chairman, President and Chief Executive Officer of Home Federal Savings and Loan Association, a federally chartered savings association (the “Association”) and the wholly owned subsidiary of the Corporation;

WHEREAS, the Corporation desires to assure itself of the continued availability of the Executive’s services as provided in this Agreement;

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

WHEREAS, the Executive is concurrently entering into a separate employment agreement with the Association (the “Association Agreement”).

NOW THEREFORE, in consideration of the mutual agreements herein contained, and upon the other terms and conditions hereinafter provided, the Corporation and the Executive 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 determining severance payable under this Agreement shall be deemed to mean the sum of (i) the annual rate of Base Salary as of the Date of Termination, and (ii) the cash bonus, if any, earned by the Executive for the calendar year immediately preceding the 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.

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

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

     (g)            Disability.   “Disability” shall mean 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.

     (h)            Effective Date .  The Effective Date of this Agreement shall mean February 21, 2009.

     (i)            ERISA .  “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

     (j)            Good Reason.   “Good Reason” means the occurrence of any of the following conditions:

              (i)           any material breach of this Agreement by the Corporation, including without limitation any of the following: (A) a material diminution in the Executive’s base compensation, (B) a material diminution in the Executive’s authority, duties or responsibilities as described in Section 2, or (C) any requirement that the Executive report to a corporate officer or employee of the Corporation instead of reporting directly to the Board of Directors of the Corporation (the “Corporation Board”), or

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

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

     (k)           IRS.   “IRS” shall mean the Internal Revenue Service.

     (l)            MHC. “MHC” shall mean Home Federal Mutual Holding Company of Louisiana, the parent mutual holding company for the Corporation and the Association.

     (m)          Notice of Termination.   Any purported termination of the Executive’s employment by the Corporation for any reason, including without limitation for Cause, Disability or Retirement, or by the Executive for any reason, including without limitation for Good Reason, shall be communicated by a written “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 Corporation’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.

     (n)           Retirement.   “Retirement” shall mean a voluntary termination by the Executive which constitutes a retirement, including early retirement, under the Association’s 401(k) plan.

     2.           Term of Employment and Duties.

     (a)          The Corporation hereby employs the Executive as Chairman of the Board, President and Chief Executive Officer and the Executive hereby accepts said employment and agrees to render such services to the Corporation on the terms and conditions set forth in this Agreement.  The terms and conditions of this Agreement shall be and remain in effect during the period of three years beginning on the Effective Date of this Agreement and ending on the third anniversary of the Effective Date, plus such extensions, if any, as are provided pursuant to Section 2(b) hereof (the “Employment Period”).

     (b)           Beginning on the day that is the first annual anniversary of the Effective Date and on each annual anniversary thereafter, the term of this Agreement shall be extended for a period of one additional year, provided that the Employer has not given notice to the Executive in writing at least 30 days prior to such day that the term of this Agreement shall not be extended further and/or the Executive has not given notice to the Employer of his election not to extend the term at least thirty (30) days prior to any such annual anniversary date.  If any party gives timely notice that the term will not be extended as of any such annual anniversary date, then this Agreement shall terminate at the conclusion of its remaining term.  References herein to the term of this Agreement shall refer both to the initial term and successive terms.

     (c)           Nothing in this Agreement shall be deemed to prohibit the Corporation at any time from terminating the Executive’s employment during the Employment Period for any reason, provided that the relative rights and obligations of the Corporation and the Executive in the event of any such termination shall be determined under this Agreement.  The termination of the Executive’s position as Chairman and/or President and Chief Executive Officer shall not result automatically in termination of the Executive’s service as a director on the Corporation Board.

     (d)           During the term of this Agreement, the Executive shall manage the operations of the Corporation and oversee the officers that report to him.  The Executive shall also oversee the implementation of the policies adopted by the Board of Directors of the Corporation and shall report directly to the Board of Directors.  In addition, the Executive shall perform such executive services for the Corporation as may be consistent with his titles and from time to time assigned to him by the Corporation’s Board of Directors.

     (e)           During the term of this Agreement, the Corporation Board shall nominate the Executive to be a director of the Corporation when his term expires and recommend his election to the stockholders of the Corporation, subject to the fiduciary duties of the Corporation Board.  In addition, the Corporation agrees to approve the Executive’s election as a director of the Association throughout the term of this Agreement.

     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 $135,500 per year (“Base Salary”), minus the Base Salary paid to Executive by the Association, which amount may be increased from time to time in such amounts as may be determined by the Board of Directors of the Employer and 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 Boards of Directors of the Employer.

     (b)           During the term of this Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, restricted stock, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the Employer, to the extent commensurate with his then duties and responsibilities, as fixed by the Board of Directors of the Employer.  The Corporation 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 Corporation 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 Corporation.  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 term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policy as established from time to time by the Board of Directors of 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 Board of Directors of the Employer.

(d)         During the term of this Agreement and during a period not to exceed five years after the Executive’s Retirement during whi