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.

SANDLER O’NEILL + 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;

1

• 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 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 enhance our ability to diversify and to grow our operations. The conversion to stock form is subject to approval by our members entitled to vote on the matter.

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.

2

• 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:

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

• 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;

• 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;

3

• 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.

4

	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

5

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.

6

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,

7

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

8

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

9

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

10

• 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.

11

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.

12

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.

13

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.

14

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

15

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.”

16

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.

17

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.

18

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

19

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:

• 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;

• 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.”

20

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.

21

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.

22

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.

23

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)

24

(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.”

25

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.

26

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.

27

	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     )

28

	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)

29

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.

30

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,
			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)

31

	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.

32

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 2007, 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

33

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 2007, 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,

34

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.

35

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.

36

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
	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.

37

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.

38

	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.

39

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.

40

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

41

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

42

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

43

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.

44

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

45

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.

46

	Total Amounts Committed at March 31, 2008		At March 31, 2008 Amount of Commitment Expiration - Per Period
			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
			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
			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
			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

47

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

48

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.

49

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.

50

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.

51

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,
						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

52

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
	(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

53

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.

54

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