EXHIBIT 4.4

                          FORM OF TAX NOTICE UNDER THE
                           TECHE FEDERAL SAVINGS BANK
                  RESTRICTED STOCK AGREEMENT WITH SCOTT SUTTON



<PAGE>



                           TECHE FEDERAL SAVINGS BANK
                  RESTRICTED STOCK AGREEMENT WITH SCOTT SUTTON

                                   TAX NOTICE

         The awards  granted under the  Restricted  Stock  Agreement  with Scott
Sutton (the "Plan") will be in the form of Common Stock which shall vest in five
installments  at the  rate  of 20%  of  such  shares  per  installment.  Taxable
compensation  equal to the fair market  value of the Common Stock at the date of
vesting of each such stock award will be recognized by Mr. Sutton.

         Federal Tax Consequences of Awards.
         -----------------------------------

         1.       Stock  awarded  under  the Plan is  generally  taxable  to Mr.
                  Sutton at the time that such  awards  become  100%  vested and
                  non-forfeitable,  based  upon  the fair  market  value of such
                  stock at the time of such vesting.  Therefore,  the vesting of
                  stock  as  of  December  1,  1999,  and  annually  thereafter,
                  constitutes an tax event.

         2.       Mr.  Sutton may make an election  pursuant to Section 83(b) of
                  the Internal  Revenue Code ("Code") within 30 days of the date
                  of the  transfer  of an award to  elect  to  include  in gross
                  income for the current  taxable  year the fair market value of
                  such stock as of the date of the  transfer  of an award.  Such
                  election  must be filed  with  the  Internal  Revenue  Service
                  within 30 days of the date of the transfer of the stock award.
                  Therefore,  such an election  may be filed for stock awards to
                  vest at a future date.

         3.       Tax withholding  obligations related to stock awards that vest
                  may be  satisfied  by either  Mr.  Sutton  paying the Bank (by
                  check) an amount sufficient to satisfy applicable  withholding
                  taxes,  or  receiving a fewer number of shares upon vesting of
                  stock  awards.  The latter  choice would work as follows:  Mr.
                  Sutton  could elect to receive,  upon  vesting of an award,  a
                  number of shares  equal to the  excess of the total  number of
                  shares  subject to the award less a number of shares  having a
                  fair market value sufficient to satisfy applicable withholding
                  and employment taxes.

         For example,  suppose  that an employee was  scheduled to vest in 1,000
shares  having a fair  market  value  equal  to $20 per  share  ($20,000  in the
aggregate).  Assuming the employee's  liability for  withholding  and employment
taxes totaled 45% of the ordinary income being recognized,  the amount necessary
to pay such taxes would be 45% of $20,000 or $9,000.  The employee  could either
pay the Bank $9,000,  or direct the Plan trustees to reduce the number of shares
to be  transferred  from the Plan to the  employee.  If an employee  elected the
latter  choice,  the employee  would receive 550 shares from the Plan,  with the
other  450  shares  withheld  in  satisfaction  of  the  employee's  $9,000  tax
obligation.  In either event,  the employee would recognize  $20,000 of ordinary
income.

         For individuals who are subject to the short-swing  profit rule imposed
under Section 16 of the Securities  Exchange Act of 1934, if shares are withheld
in  satisfaction  of the  withholding  taxes  then  such  withholding  should be
reported on a Form 4 or 5 to be filed with the SEC.