EXHIBIT 4.1

                              TECHE HOLDING COMPANY
                    STOCK OPTION AGREEMENT WITH SCOTT SUTTON


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                              TECHE HOLDING COMPANY

                             STOCK OPTION AGREEMENT
                             ----------------------



         This  Agreement  constitutes  the award of STOCK OPTIONS for a total of
30,682 shares of Common Stock of Teche Holding Company ("Corporation"), to Scott
Sutton  (the  "Participant")  on such  terms  and  conditions  as are set  forth
hereinafter.

          1.      Definitions.  As used herein, the following definitions  shall
apply.

                  "Award" means the grant by the Board of the  Corporation  of a
Stock Option as detailed hereinafter.

                  "Bank"  shall  mean  Teche   Federal   Savings  Bank,  or  any
predecessor corporation thereto.

                  "Board" shall mean the Board of Directors of the  Corporation,
or any successor or parent corporation thereto.

                  "Change in  Control"  shall  mean:  (i) the sale of all,  or a
material  portion,  of the  assets  of  the  Corporation;  (ii)  the  merger  or
recapitalization of the Corporation whereby the Corporation is not the surviving
entity;  (iii) a change in control of the Corporation,  as otherwise  defined or
determined by the Office of Thrift Supervision or regulations promulgated by it;
or (iv) the  acquisition,  directly or indirectly,  of the beneficial  ownership
(within  the  meaning  of  that  term  as it is used  in  Section  13(d)  of the
Securities  Exchange  Act of 1934  and the  rules  and  regulations  promulgated
thereunder)  of  twenty-five  percent  (25%) or more of the  outstanding  voting
securities  of the  Corporation  by any  person,  trust,  entity or group.  This
limitation  shall  not  apply to the  purchase  of  shares  by  underwriters  in
connection  with a public  offering of  Corporation  stock,  or the  purchase of
shares  of up to  25%  of any  class  of  securities  of  the  Corporation  by a
tax-qualified  employee  stock  benefit  plan which is exempt from the  approval
requirements,  set forth under 12 C.F.R.  ss.574.3(c)(1)(vi) as now in effect or
as may  hereafter be amended.  The term  "person"  refers to an  individual or a
corporation,  partnership,  trust, association,  joint venture, pool, syndicate,
sole proprietorship, unincorporated organization or any other form of entity not
specifically listed herein. The decision of the Committee as to whether a Change
in Control has occurred shall be conclusive and binding.

                  "Code"  shall  mean the  Internal  Revenue  Code of  1986,  as
amended.

                  "Committee" shall mean the Board or the Stock Option Committee
which may be appointed by the Board from time to time.

                  "Common Stock" shall mean common stock of the Corporation,  or
any successor or parent corporation thereto.


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                  "Corporation"  shall mean Teche  Holding  Company,  the parent
corporation for the Bank, or any predecessor or Parent thereof.

                  "Date of Grant" shall mean August 23, 1999, or such later date
that shall be the Participant's date of hire with the Bank.

                  "Director"   shall   mean  a  member   of  the  Board  of  the
Corporation, or any successor or parent corporation thereto.

                  "Director  Emeritus" shall mean a person serving as a director
emeritus,  advisory director,  consulting  director or other similar position as
may be appointed by the Board of Directors of the Bank or the  Corporation  from
time to time.

                  "Disability"  means any  physical or mental  impairment  which
renders the Participant  incapable of continuing in the employment or service of
the Bank or the  Parent  in his  then  current  capacity  as  determined  by the
Committee.

                  "Employee"  shall mean a person employed by the Corporation or
any present or future Parent or Subsidiary of the Corporation.

                  "Fair  Market  Value"  shall mean:  (i) if the Common Stock is
traded otherwise than on a national  securities  exchange,  then the Fair Market
Value per Share shall be equal to the mean between the last bid and ask price of
such  Common  Stock on such  date or,  if there is no bid and ask  price on said
date,  then on the  immediately  prior business day on which there was a bid and
ask price. If no such bid and ask price is available, then the Fair Market Value
shall be determined by the Committee in good faith;  or (ii) if the Common Stock
is listed on a national  securities  exchange,  then the Fair  Market  Value per
Share shall be not less than the average of the highest and lowest selling price
of such Common Stock on such exchange on such date, or if there were no sales on
said date,  then the Fair Market  Value shall be not less than the mean  between
the last bid and ask price on such date.

                  "Option"  or "Stock  Option"  shall mean an option to purchase
Shares  awarded herein which option is not intended to qualify under Section 422
of the Code.

                  "Optioned  Stock" shall mean Common Stock subject to an Option
granted pursuant to the Agreement.

                  "Parent"  shall mean any present or future  corporation  which
would be a "parent  corporation" as defined in Subsections 424(e) and (g) of the
Code.

                  "Participant"   means  Scott   Sutton,   an  Employee  of  the
Corporation.

                  "Share" shall mean one share of Common Stock.

                  "Subsidiary"  shall  mean any  present  or future  corporation
which would be a "subsidiary  corporation" as defined in Subsections  424(f) and
(g) of the Code.

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         2. Option Price.  The Option  exercise  price is $16.34 for each Share,
representing  100% of the Fair Market  Value of the Common  Stock on the Date of
Grant as determined by the Board of the Corporation.

         3.       Exerciseability of Options.

                  (a)  Schedule  of Rights to  Exercise.  This  Option  shall be
exercisable in accordance  with the terms of the Agreement,  provided the holder
of such Option is an Employee of the Corporation or the Bank as of such date, as
follows:

                   Date                   Percentage of Total Shares
                   ----                      Awarded Which Are
                                              Non-forfeitable
                                              ---------------

Upon grant                                           0%
As of December 1, 1999.............                 20%
As of December 1, 2000.............                 40%
As of December 1, 2001.............                 60%
As of December 1, 2002.............                 80%
As of December 1, 2003.............                100%

         Notwithstanding any provisions in this Section 3, Options shall be 100%
vested and exercisable  upon the death or disability of the Optionee,  or upon a
Change in Control.

                  (b) Method of Exercise.  This Option shall be exercisable by a
written notice which shall:

                            (i) State the election to exercise  the Option,  the
         number of  Shares  with  respect  to which it is being  exercised,  the
         person in whose name the stock  certificate  or  certificates  for such
         Shares of Common  Stock is to be  registered,  his  address  and Social
         Security  Number (or if more than one, the names,  addresses and Social
         Security Numbers of such persons);

                           (ii) Contain such  representations  and agreements as
         to the  Participant's  investment intent with respect to such shares of
         Common Stock as may be satisfactory to the Corporation's counsel;

                          (iii) Be signed by the person or persons  entitled  to
         exercise the Option and, if the Option is being exercised by any person
         or  persons  other  than the  Participant,  be  accompanied  by  proof,
         satisfactory  to  counsel  for the  Corporation,  of the  right of such
         person or persons to exercise the Option; and

                           (iv) Be in  writing  and  delivered  in  person or by
         certified mail to the Treasurer of the Corporation.

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         Payment of the  purchase  price of any Shares with respect to which the
Option is being  exercised  shall be by certified or bank  cashier's or teller's
check.  The certificate or  certificates  for shares of Common Stock as to which
the Option shall be exercised  shall be  registered in the name of the person or
persons exercising the Option.

                  (c) Restrictions on Exercise. This Option may not be exercised
if the issuance of the Shares upon such exercise would constitute a violation of
any applicable federal or state securities or other law or valid regulation.  As
a condition to the  Participant's  exercise of this Option,  the Corporation may
require  the  person  exercising  this  Option  to make any  representation  and
warranty  to the  Corporation  as  may be  required  by  any  applicable  law or
regulation.

         4. Non-transferability of Option. This Option may not be transferred in
any manner otherwise than by will or the laws of descent or distribution and may
be exercised during the lifetime of the Participant only by the Participant. The
terms of this Option shall be binding upon the executors, administrators, heirs,
successors and assigns of the Participant.

         5. Six Month Holding Period.  A total of six months must elapse between
the Date of Grant of an Option and the date of the sale of Common Stock received
through the exercise of an Option.

         6.       Recapitalization, Merger, Consolidation, Change in Control and
Similar Transactions.

                  (a)  Adjustment.   Subject  to  any  required  action  by  the
stockholders  of the  Corporation,  within the sole discretion of the Committee,
the aggregate  number of Shares of Common Stock for which Options may be granted
hereunder,  the number of Shares of Common  Stock  covered  by each  outstanding
Option,  and the  exercise  price per Share of Common Stock of each such Option,
shall all be proportionately adjusted for any increase or decrease in the number
of issued and outstanding Shares of Common Stock resulting from a subdivision or
consolidation   of  Shares   (whether   by  reason  of  merger,   consolidation,
recapitalization,   reclassification,   split-up,   combination  of  shares,  or
otherwise) or the payment of a stock  dividend (but only on the Common Stock) or
any other  increase or  decrease  in the number of such  Shares of Common  Stock
effected  without the receipt of  consideration  by the Corporation  (other than
Shares held by dissenting stockholders).

                  (b) Extraordinary  Corporate  Action.  Subject to any required
action by the  stockholders  of the  Corporation,  in the event of any change in
control, recapitalization,  merger, consolidation, exchange of Shares, spin-off,
reorganization,   tender  offer,   partial  or  complete  liquidation  or  other
extraordinary  corporate action or event, the Committee, in its sole discretion,
shall have the power, prior or subsequent to such action or event to:

                           (i)      appropriately adjust the number of Shares of
Common  Stock  subject to each Option,  the  exercise  price per Share of Common
Stock, and the consideration to be given or received by the Corporation upon the
exercise of any outstanding Option;

                           (ii)    cancel any or all previously granted Options,
provided that appropriate consideration is paid to the Participant in connection
therewith; and/or


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                            (iii) make such other adjustments in connection with
the  Agreement  as the  Committee,  in its  sole  discretion,  deems  necessary,
desirable, appropriate or advisable.

         7.       Related Matters.

                  (a)  Payment.  Full  payment  for each  Share of Common  Stock
purchased  upon the exercise of any Stock Option granted herein shall be made at
the time of  exercise  of each such  Stock  Option and shall be paid in cash (in
United States Dollars),  Common Stock or a combination of cash and Common Stock.
Common Stock utilized in full or partial  payment of the exercise price shall be
valued at its fair market value at the date of exercise.  The Corporation  shall
accept full or partial  payment in Common Stock only to the extent  permitted by
applicable  law. No Shares of Common  Stock shall be issued  until full  payment
therefor has been received by the Corporation, and no Participant shall have any
of the rights of a stockholder of the  Corporation  until Shares of Common Stock
are issued to him.

                  (b)  Cashless  Exercise.  A  Participant  who has held a Stock
Option  for at least six months may  engage in the  "cashless  exercise"  of the
Option.  In a cashless  exercise,  a Participant  gives the Corporation  written
notice of the  exercise  of the Option  together  with an order to a  registered
broker-dealer  or  equivalent  third party,  to sell part or all of the Optioned
Stock and to deliver enough of the proceeds to the Corporation to pay the Option
price and any applicable withholding taxes. If the Participant does not sell the
Optioned Stock through a registered  broker-dealer or equivalent third party, he
can give the  Corporation  written  notice of the exercise of the Option and the
third party  purchaser of the Optioned Stock shall pay the Option price plus any
applicable withholding taxes to the Corporation.

                  (c) Transferability.  Any Stock Option granted pursuant to the
Agreement  shall  be  exercised  during  a  Participant's  lifetime  only by the
Participant  to whom it was granted and shall not be assignable or  transferable
otherwise than by will or by the laws of descent and distribution.

                  (d) Effect of Termination  of Employment or Service.  Upon the
termination of an  Participant's  employment or service with the  Corporation or
the Bank as a Director,  Director  Emeritus or  Employee,  the  Participant  may
continue  to exercise  such  Options for a period of six months from the date of
termination of employment or service by the Participant,  but not later than the
date on which the Option  would  otherwise  expire.  Such  Options of a deceased
Participant may be exercised within two years from the date of his or her death,
but not later than the date on which the Option would otherwise expire.

                  (e)  Change  in  Applicable  Law.  Notwithstanding  any  other
provision contained in the Agreement, in the event of a change in any federal or
state law,  rule or  regulation  which would make the exercise of all or part of
any previously  granted Stock Option  unlawful or subject the Corporation to any
penalty, the Committee may restrict any such exercise without the consent of the
Participant  or other holder  thereof in order to comply with any such law, rule
or regulation or to avoid any such penalty.

                  (f)  Conditions  Upon Issuance of Shares.  Shares shall not be
issued  with  respect  to any  Option  granted  under the  Agreement  unless the
issuance and  delivery of such Shares shall comply with all relevant  provisions
of law, including,  without limitation,  the Securities Act of 1933, as amended,
the  rules  and  regulations  promulgated   thereunder,   any  applicable  state
securities law and the  requirements of any stock exchange upon which the Shares
may then be listed.


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         The inability of the  Corporation to obtain from any regulatory body or
authority  deemed by the  Corporation's  counsel to be  necessary  to the lawful
issuance and sale of any Shares  hereunder  shall relieve the Corporation of any
liability in respect of the non-issuance or sale of such Shares.

         As a  condition  to the  exercise  of an Option,  the  Corporation  may
require  the  person  exercising  the  Option to make such  representations  and
warranties as may be necessary to assure the  availability  of an exemption from
the registration requirements of federal or state securities law.

                  (g) Withholding  Tax. The Corporation  shall have the right to
deduct from all amounts paid in cash with  respect to the  cashless  exercise of
Options  under the  Agreement  any taxes  required  by law to be  withheld  with
respect to such cash  payments.  Where a Participant or other person is entitled
to  receive  Shares  pursuant  to the  exercise  of an  Option  pursuant  to the
Agreement,  the  Corporation  shall have the right to require the Participant or
such  other  person to pay the  Corporation  the  amount of any taxes  which the
Corporation  is required to withhold  with respect to such  Shares,  or, in lieu
thereof,  to  retain,  or to sell  without  notice,  a  number  of  such  Shares
sufficient to cover the amount required to be withheld.

                  (h)  Governing  Law.  The  Agreement  shall be governed by and
construed in accordance  with the laws of the State of Louisiana,  except to the
extent that federal law shall be deemed to apply.

                  (i)   Administration.   All  decisions,   determinations   and
interpretations  of the  Agreement  shall be made by the  Committee and shall be
final and conclusive on all persons affected thereby.

         8. Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon any corporate or other successor of the Bank or Parent which
shall acquire,  directly or indirectly,  by merger,  consolidation,  purchase or
otherwise,  all or  substantially  all of the  assets  or  stock  of the Bank or
Parent.

         9.  Amendments.  No amendments or additions to this Agreement  shall be
binding  upon the  parties  hereto  unless  made in  writing  and signed by both
parties, except as herein otherwise specifically provided.

         10.  Severability.  The  provisions of this  Agreement  shall be deemed
severable and the  invalidity  or  unenforceability  of any provision  shall not
affect the validity or enforceablitiy of the other provisions hereof.

         11. Entire Agreement. This Agreement together with any understanding or
modifications  thereof as agreed to in writing by the parties,  shall constitute
the entire agreement between the parties hereto.


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         This Agreement is hereby executed  between the parties as of August 24,
1999.


TECHE HOLDING COMPANY




By: /s/ Patrick O. Little
    --------------------------------------
         ITS PRESIDENT


Attest:


    /s/ W. Ross Little , Jr.
    --------------------------------------


[SEAL]






ACCEPTED: /s/ Scott Sutton
          --------------------------------
                PARTICIPANT