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                                                                    EXHIBIT 10.1

                          THE NEW IBERIA BANCORP, INC.
                         NONSTATUTORY STOCK OPTION PLAN

1.     Purpose and Scope

       The purposes of this Plan are to promote the interests of the Company
and its shareholders by strengthening its ability to attract and retain key
employees by furnishing additional incentives for such present and future
employees to acquire, or to increase their ownership of, the Company's common
stock, thus maintaining their personal and proprietary interest in the
Company's continued success and progress and to provide incentive for such
employees to expand and improve the profits and prosperity of the Company and
its Subsidiary.  The Plan provides for the grant of Nonstatutory Stock Options
in accordance with the terms and conditions set forth below.  

2.     Definitions

       Unless otherwise required by the context:

       2.1    "Board" shall mean the Board of Directors of the Company.

       2.2    "Committee" shall mean the Stock Option Plan Committee, which
shall consist of two or more members of the Board who meet the following
criteria:

              (a)    The director is not currently an officer of the Company or
                     its Subsidiary or is not otherwise currently employed by
                     the Company or its Subsidiary;

              (b)    The director does not receive compensation, either
                     directly or indirectly, from the Company or from its
                     Subsidiary, for services rendered as a consultant or in
                     any capacity other than as a director, except for an
                     amount that does not exceed the dollar amount for which
                     disclosure would be required pursuant to Item 404(a) of
                     Regulation S-K of the Securities and Exchange Commission
                     ("Regulation S-K");

              (c)    The director does not possess an interest in any other
                     transaction for which disclosure would be required





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                     pursuant to Item 404(a) of Regulation S-K; and

              (d)    The director is not engaged in a business relationship for
                     which disclosure would be required pursuant to Item 404(b)
                     of Regulation S-K.

       2.3    "Company" shall mean The New Iberia Bancorp, Inc., a Louisiana
              corporation.  

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

       2.5    "Option" shall mean a right to purchase Stock, granted pursuant 
              to the Plan.  

       2.6    "Option Price" shall mean the purchase price for Stock under an 
              Option, as determined in Section 6 below.  

       2.7    "Participant" shall mean an employee of the Company, or any 
              Subsidiary of the Company, to whom an Option is granted under 
              the Plan.

       2.8    "Plan" shall mean The New Iberia Bancorp, Inc. Stock Option Plan.

       2.9    "Stock" shall mean the common stock of the Company, no par value.

       2.10   "Subsidiary" shall mean a subsidiary corporation of the Company
as defined in Sections 425(f) and 425(g) of the Code.  

3.     Stock to be Optioned

       3.1           Subject to the provisions of Section 13 of the Plan, the
maximum number of shares of Stock that may be optioned or sold under the Plan
is 100,000 shares.  Such shares may be treasury, or authorized, but unissued,
shares of Stock of the Company.  If any Option granted under the Plan shall
expire or terminate for any reason without having been exercised in full, the
shares not purchased shall again be available for purposes of the Plan.  

4.     Administration

       The Plan shall be administered by the Committee.  A majority of the
members of the Committee shall constitute a quorum for the transaction of
business and the acts of a majority of the members of the Committee present at
a meeting at which a quorum is present shall be the acts of the Committee.  The
Committee shall be responsible to the Board for the operation of the Plan.  The
Committee may make recommendations to the Board with respect to participation
in the Plan by employees of the Company and any Subsidiary, and with respect to
the extent of that participation, or the Board may act on such matters





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without a Committee recommendation.  The interpretation and construction of any
provision of the Plan by the Committee shall be final, unless otherwise
determined by the Board.  No member of the Board or the Committee shall be
liable for any action or determination made by him in good faith.  

5.     Eligibility

       The Board may grant Options to any key executive, administrative or
other employee (including an employee who is a director or officer of the
Company or any Subsidiary).  Options may be awarded by the Board at any time
and from time to time to new Participants, or to then Participants, or to a
greater or lesser number of Participants, and may include or exclude previous
Participants, as the Board shall determine.  Options granted at different times
need not contain similar provisions.  

6.     Option Price

       The purchase price for Stock under each Option shall be as determined by
the Board of Directors at the time of the grant.  

7.     Terms and Conditions of Options

       Options granted pursuant to the Plan shall be authorized by the Board
and shall be evidenced by agreements in such form as the Board or the Committee
may from time to time approve.  Such agreements shall comply with and be
subject to the following terms and conditions:

       7.1           Employment Agreement.  The Board may, in its discretion,
include in any Option granted under the Plan a condition that the Participant
shall agree to remain in the employ of, and to render services to, the Company
or any Subsidiary for a period of time (specified in the agreement) following
the date the Option is granted.  No such agreement shall impose upon the
Company or any Subsidiary, however, any obligation to employ the Participant
for any period of time.

       7.2           Time and Method of Payment.  The Option Price shall be
paid in cash at the time an Option is exercised under the Plan and/or may be
paid for by tendering of one or more shares of Stock.  Upon a tender of Stock,
the fair market value of the Stock at the time of tender shall be used to
determine the value of the Stock as payment.  The "fair market value" of a
share of Company Stock with respect to any day shall be the average of the high
and the low price for the immediately preceding business day as reported on the
American Stock Exchange or, in the event that the price of a share of Company
Stock shall not be so reported, the fair market value of a share of Company
Stock shall be determined by the





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Committee in its sole discretion.  Promptly after the exercise of an Option and
the payment of the full Option Price either in Stock or cash, the Participant
shall be entitled to the issuance of a stock certificate evidencing his
ownership of such Stock.  A Participant shall have none of the rights of a
shareholder until shares are issued to him, and except as provided in Section
13, no adjustment will be made for dividends or other rights for which the
record date is prior to the date such stock certificate is issued.

       7.3           Number of Shares.  Each Option shall state the total
number of shares of Stock to which it pertains.

       7.4           Option Period and Limitations on Exercise of Options.  The
Board may, in its discretion, provide that an Option may not be exercised in
whole or in part for any period or periods of time specified in the Option
agreement.  Except as provided in the Option agreement, an Option may be
exercised in whole or in part at any time during its term.  No Option may be
exercised after the expiration of ten years from the date it is granted.  No
Option may be exercised for a fractional share of Stock.  

8.     Exercise of Options

       The Board or the Committee shall have discretion to determine the terms
upon which Options granted hereunder shall be exercisable, subject to the
applicable provisions of the Plan.  If a Participant is discharged for cause at
any time, the entire number of Options granted to him or her shall be forfeited
and shall immediately be null and void.  For this purpose, "cause" shall mean
theft, fraud, embezzlement or willful misconduct causing damage to the Company
or any Subsidiary or personal injury to any employee of the Company or any
Subsidiary.  The Committee shall have sole discretion in determining cause
within the terms of this Section.  

9.     Termination of Employment

       Except as provided in Section 8 above and Section 10 below, if a
Participant ceases to be employed by the Company or any Subsidiary, such
Participant shall have the right to exercise his Options at any time within
three months after such cessation of employment to the extent that he was
entitled to exercise them on the date of cessation of employment, after which
time the Options shall lapse, but in no event shall any Option be exercisable
more than ten years from the date it was granted.  The Committee may cancel an
Option during the three month period referred to in this paragraph, if the





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Participant engages in employment or activities contrary, in the opinion of the
Committee, to the best interests of the Company or any Subsidiary.  The
Committee shall determine in each case, subject to applicable law, whether a
leave of absence shall constitute a termination of employment.  Any such
determination of the Committee shall be final and conclusive, unless overruled
by the Board.  

10.    Rights in Event of Death

       If a Participant dies while employed by the Company or any Subsidiary
without having fully exercised his Options, the executors or administrators, or
legatees or heirs, of his estate shall have the right to exercise such Options
at any time within twelve (12) months from the date of the death of such
Participant, to the extent that such deceased Participant was entitled to
exercise the Options on the date of his death, after which time the Options
shall lapse; provided, however, that in no event shall the Options be
exercisable more than ten years from the date they were granted.  

11.    No Obligations to Exercise Option

       The granting of an Option shall impose no obligation upon the
Participant to exercise such Option.  

12.    Nonassignability

       Options shall not be transferable other than by will or by the laws of
descent and distribution, and during a Participant's lifetime shall be
exercisable only by such Participant.  

13.    Effect of Change in Stock Subject to the Plan

       The aggregate number of shares of Stock available for Options under the
Plan, the shares subject to any Option and the price per share shall be
proportionately adjusted for any increase or decrease in the number of issued
shares of Stock subsequent to the effective date of the Plan resulting from (1)
a subdivision or consolidation of shares or any other capital adjustment, (2)
the payment of a stock dividend, or (3) other increase or decrease in such
shares effected without receipt of consideration by the Company.  If the
Company shall be the surviving corporation in any merger or consolidation, any
Option shall pertain, apply, and relate to the securities to which a holder of
the number of shares of Stock subject to the Option would have been entitled
after the merger or consolidation.  Upon dissolution or liquidation of the
Company, all Options outstanding under the Plan shall terminate; provided,
however, that each Participant (and each other person entitled under Section 10
to exercise an Option) shall have the right,





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immediately prior to such dissolution or liquidation to exercise such
Participant's Options in whole or in part, whether or not previously otherwise
exercisable.  

14.    Exercise Upon Change in Control

       Notwithstanding any provision in this Plan to the contrary, an Option
shall become immediately exercisable in whole or in part, at the election of
the Participant, upon the occurrence of an event that constitutes a change of
control of the Company.  For purposes of this Section, a "change in control of
the Company" shall mean a merger, consolidation or share exchange of or
involving the Company or any Subsidiary in which, after the transaction, the
shareholders of the Company or any Subsidiary, as applicable, do not own a
majority of the outstanding voting stock of the surviving entity; a sale of all
or substantially all the assets of the Company or any Subsidiary; a tender
offer for more than 50% of the outstanding shares of Common Stock of the
Company; or any other similar transaction.  

15.    Amendment and Termination

       The Board, by resolution, may terminate, amend or revise the Plan with
respect to any shares as to which Options have not been granted.  Neither the
Board nor the Committee may, without the consent of the holder of an Option,
alter or impair any Option previously granted under the Plan, except as
authorized herein.  Unless sooner terminated, the Plan shall remain in effect
for a period of ten (10) years from the date of the Plan's adoption by the
Board.  Termination of the Plan shall not affect any Option previously granted.

16.    Agreement and Representation of Employees

       As a condition to the exercise of any portion of an Option, the Company
may require the person exercising such Option to represent and warrant at the
time of such exercise that any shares of Stock acquired at exercise are being
acquired only for investment and without any present intention to sell or
distribute such shares, if, in the opinion of counsel for the Company, such a
representation is required under the Securities Act of 1933, as amended, or any
other applicable law, regulation, or rule of any governmental agency.  

17.    Reservation of Shares of Stock

       The Company, during the term of this Plan, will at all times reserve and
keep available, and will seek or obtain from any regulatory body having
jurisdiction any requisite authority necessary to issue and





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to sell, the number of shares of Stock that shall be sufficient to satisfy the
requirements of this Plan.  The inability of the Company to obtain from any
regulatory body having jurisdiction the authority deemed necessary by counsel
for the Company for the lawful issuance and sale of its Stock hereunder shall
relieve the Company of any liability in respect of the failure to issue or sell
Stock as to which the requisite authority has not been obtained.  

18.    Withholding Taxes

       Whenever under the Plan shares are to be issued upon the exercise of
Options, the Company shall have the right to require the Optionee to remit to
the Company an amount (payable in cash or Stock to the extent permitted by law
or regulation) sufficient to satisfy federal, state and local withholding tax
requirements, if any, prior to the delivery of any Stock certificate or
certificates for such shares.  

19.    Effective Date of Plan

       The Plan shall be effective from the date that the Plan is approved by 
the Board.




       Date approved by Board of Directors:  August 19, 1996





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