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                                                                    EXHIBIT 10.2

                                NEW IBERIA BANK
                    NONQUALIFIED DEFERRED COMPENSATION PLAN

                 AGREEMENT made   December 1, 1991, between  The New Iberia
Bank, a domestic corporation (the "Corporation"), and Ernest Freyou (the
"Employee").

                 WHEREAS, Employee has performed valuable services to the
Corporation for a period of more than five (5) years, and the Corporation
wishes to reward and encourage the continuance of such services, it is
therefore agreed:

         1.      Payments Upon Termination of Employment

                 a.       Amount.  If the Employee continues employment with
                          the Corporation until he attains at least age 63,
                          then the Corporation shall pay to the Employee at
                          termination of employment an amount payable monthly
                          for ten (10) years in accordance with the following
                          Schedule:

<TABLE>
<CAPTION>
                          Employment Continued                      Monthly
                          --------------------                      -------
                          at Least Until Age:                       Amount:
                          -------------------                       -------
                                  <S>                               <C>
                                  63                                $1,144
                                  65                                $1,261
</TABLE>

                 b.       Form of Payment.  If an amount becomes due under this
                          paragraph by reason of the Employee's termination of
                          employment, then such amount shall be paid to the
                          Employee in accordance with subparagraph (a) above,
                          beginning within sixty (60) days of the termination
                          of the Employee's employment.

                 c.       Death of Employee.  If the Employee becomes entitled
                          to monthly payments under this paragraph, but the
                          Employee dies before he receives all such monthly
                          payments, then the remainder of such monthly payments
                          due under this paragraph shall continue to be made to
                          the Employee's Designated Beneficiary upon written
                          verification of the Employee's death.

         2.      Payment Upon Death

                 a.       Amount.  Upon the Employee's death prior to his
                          termination of employment, the Corporation shall pay
                          to the Designated Beneficiary the amount of
                          $100,000.00.





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                 b.       Form of Payment.  If an amount becomes due under this
                          paragraph, then such amount shall be paid to the
                          Designated Beneficiary in a lump sum within one
                          hundred and twenty (120) days of the date the
                          Corporation receives written verification of the
                          Employee's death.

         3.      Designated Beneficiary.  The Designated Beneficiary referred
                 to in this Agreement may be designated or changed by the
                 Employee (without the consent of any prior beneficiary) on a
                 form provided by the Corporation and delivered to the
                 Corporation before his death.  If no such beneficiary shall
                 have been designated, or if no Designated Beneficiary shall
                 survive the Employee, any amount payable under this Agreement
                 shall be payable to the Employee's estate.

         4.      Limitation on Obligation to Pay Death Benefit.  The
                 Corporation shall not be obligated to pay the death benefit
                 described in paragraph 2 above, if the employee's death is on
                 account of suicide within the two year period beginning with
                 the date this Agreement is signed.

         5.      General Creditor Only of Corporation.  The rights of the
                 Employee or any Designated Beneficiary of the Employee shall
                 be solely those of an unsecured creditor of the Corporation.
                 If the Corporation shall acquire an insurance policy or any
                 other asset in connection with the liabilities assumed by it
                 hereunder, then, except as otherwise expressly provided, such
                 policy or other asset shall not be deemed to be held under any
                 trust for the benefit of the Employee or his Designated
                 Beneficiary or to be collateral security for the performance
                 of the obligations of the Corporation but shall be and remain,
                 a general, unpledged, unrestricted asset of the Corporation.

         6.      No Trust.  Nothing contained in the Agreement and no action
                 taken pursuant to the provisions of this Agreement shall
                 create or be construed to create a trust of any kind, or a
                 fiduciary relationship between the Corporation and the
                 Employee, his Designated Beneficiary or any other person.

         7.      No Assignment.  The right of the Employee or any other person
                 to the payment of deferred compensation or other benefits
                 under this Agreement shall not be assigned, transferred,
                 pledged, or encumbered except by Will or by the laws of
                 descent and distribution.





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         8.      Corporation's Powers and Liabilities.  The Corporation shall
                 have full power and authority to interpret and administer this
                 Agreement.  The Corporation's interpretations and construction
                 of any provision or action taken under this Agreement shall be
                 binding and conclusive on all persons for all purposes.  No
                 member of the Corporation shall be liable to any person for
                 any action taken or omitted in connection with the
                 interpretation and administration of this Agreement unless
                 attributable to the member's willful misconduct or lack of
                 good faith.

         9.      Binding Effect.  This Agreement shall be binding upon and
                 inure to the benefit of the Corporation, its successors and
                 assigns and the Employee and his heirs, executors,
                 administrators, and legal representatives.

         10.     Governing Law.  This Agreement shall be construed in
                 accordance with and governed by the law of the State of
                 Louisiana.

         11.     Notice.  Any notice to be delivered under this Agreement shall
                 be given in writing and delivered, personally or by certified
                 mail, postage prepaid, addressed to the Corporation or
                 Employee at their last know address.

         12.     Headings.  Headings in this Agreement are for convenience only
                 and shall not be used to interpret or construe its provisions.

         13.     Source of Benefits.  The amounts payable to the Employee shall
                 be paid exclusively from the general assets of the
                 Corporation.

         14.     Forfeitures of Benefits.  Notwithstanding anything to the
                 contrary contained in this Agreement, the Employee shall
                 forfeit all benefits under this Agreement if it is determined
                 by the Corporation that he has acted in a manner which is
                 prejudicial to the Corporation's interest.

         15.     Waiver.  A waiver of one or more provisions of this Agreement
                 shall not effect any other provisions of this Agreement, such
                 that the remaining provisions will remain in full force and
                 effect.

         16.     Termination of Employment.  This agreement shall not obligate
                 the Corporation to continue the employment of the Employee or
                 limit the right of the corporation to terminate the Employee's
                 employment.  Termination of the Employee's employment with the
                 Corporation for any





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                 reason, whether by action of the Corporation or Employee,
                 shall immediately terminate the Employee's participation in
                 the Agreement and all further obligations of either party to
                 the other except as otherwise provided in the Agreement.  In
                 no event shall the Agreement, by its terms or implications,
                 constitute an employment contract of any nature whatsoever
                 between the Corporation and the Employee.

                 Thus, done and signed, this  2nd day of  January, 1992.

                                        
WITNESS:                                THE NEW IBERIA BANK


 /s/ PAMILA H. SPRAGGINS                BY:   /s/ LEONARD J. FREYOU
-----------------------------                 -----------------------------
                                              Leonard J. Freyou

 /s/ ROBERT EPPLEY                            /s/ ERNEST FREYOU     
-----------------------------                 ----------------------------- 
                                              Ernest Freyou         


                 In accordance with Item 2a of this Agreement, I hereby name
Deanna Freyou, my wife, whose date of birth is Mar 3, 1938 and resides at
2225 Freyou Road, New Iberia, LA  as revocable beneficiary in the event of my
death.

                 If the beneficiary named above dies, I name the following
revocable contingent beneficiaries to become the beneficiary.


<TABLE>
<CAPTION>
NAME                      ADDRESS          RELATIONSHIP             DATE OF BIRTH
<S>                       <C>
Children by law
</TABLE>


                 Dated at New Iberia on Jan. 2, 1992.



/s/ PAMILA H. SPRAGGINS                            /s/ ERNEST FREYOU           
-------------------------                          -----------------------------
Witness                                            Signature of Employee