IBL BANCORP, INC.
             1999 RECOGNITION AND RETENTION PLAN AND TRUST AGREEMENT

                                    ARTICLE I
                       ESTABLISHMENT OF THE PLAN AND TRUST

         1.01 IBL Bancorp,  Inc. (the "Corporation") hereby establishes the 1999
Recognition  and  Retention  Plan (the "Plan") and Trust (the  "Trust") upon the
terms and conditions  hereinafter  stated in this 1999 Recognition and Retention
Plan and Trust Agreement (the "Agreement").

         1.02 The Trustee hereby accepts this Trust and agrees to hold the Trust
assets  existing on the date of this  Agreement and all additions and accretions
thereto upon the terms and conditions hereinafter stated.

                                   ARTICLE II
                               PURPOSE OF THE PLAN

         The  purpose  of the Plan is to  retain  personnel  of  experience  and
ability in key positions by providing Employees and Non-Employee  Directors with
a  proprietary  interest in the  Corporation  and its  Subsidiary  Companies  as
compensation  for their  contributions  to the  Corporation  and its  Subsidiary
Companies  and as an incentive to make such  contributions  in the future.  Each
Recipient of a Plan Share Award  hereunder is advised to consult with his or her
personal tax advisor with respect to the tax consequences under federal,  state,
local and other tax laws of the receipt of a Plan Share Award hereunder.


                                   ARTICLE III
                                   DEFINITIONS

         The  following  words and phrases when used in this  Agreement  with an
initial capital letter,  unless the context clearly indicates  otherwise,  shall
have the meanings set forth below. Wherever appropriate,  the masculine pronouns
shall include the feminine pronouns and the singular shall include the plural.

         3.01 "Association" means The Iberville Building and Loan Association, a
wholly owned subsidiary of the Corporation.

         3.02  "Beneficiary"  means  the  person  or  persons  designated  by  a
Recipient  to receive any benefits  payable  under the Plan in the event of such
Recipient's  death.  Such person or persons  shall be  designated  in writing on
forms provided for this purpose by the Committee and may be changed from time to
time by similar  written  notice to the  Committee.  In the absence of a written
designation,  the Beneficiary shall be the Recipient's surviving spouse, if any,
or if none, his estate.

         3.03 "Board" means the Board of Directors of the Corporation.

         3.04 "Change in Control of the  Corporation"  shall mean the occurrence
of any of the following:  (i) the  acquisition of control of the  Corporation as
defined in 12  C.F.R.ss.574.4,  unless a presumption of control is  successfully
rebutted or unless the transaction is exempted by 12 C.F.R.ss.574.3(c)(vii),  or
any

                                        1
<PAGE>
successor to such sections;  (ii) an event that would be required to be reported
in response to Item 1(a) of Form 8-K or Item 6(e) of Schedule 14A of  Regulation
14A pursuant to the Exchange Act or any  successor  thereto,  whether or not any
class of securities  of the  Corporation  is registered  under the Exchange Act;
(iii)  any  "person"  (as such term is used in  Sections  13(d) and 14(d) of the
Exchange  Act) is or becomes  the  "beneficial  owner" (as defined in Rule 13d-3
under  the  Exchange  Act),  directly  or  indirectly,   of  securities  of  the
Corporation  representing  20% or  more  of the  combined  voting  power  of the
Corporation's then outstanding securities;  (iv) during any period of thirty-six
consecutive months during the term of a Plan Share Award, individuals who at the
beginning of such period  constitute the Board of Directors of the  Corporation,
and any new director  whose election by the Board of Directors or nomination for
election by the  Corporation's  stockholders  was approved by a vote of at least
two-thirds  of the directors  then still in office who either were  directors at
the  beginning of the  three-year  period or whose  election or  nomination  for
election was previously so approved, cease for any reason to constitute at least
a majority of the Board of Directors;  (v) the  stockholders  of the Corporation
approve a merger or consolidation of the Corporation with any other corporation,
other than a merger or consolidation  that would result in the voting securities
of the Corporation outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting securities of
the surviving  entity) more than 50% of the combined  voting power of the voting
securities  of the  surviving  corporation  outstanding  immediately  after such
merger or consolidation;  or (vi) the stockholders of the Corporation  approve a
plan of complete  liquidation of the Corporation or an agreement for the sale or
disposition by the Corporation of all or substantially  all of the Corporation's
assets.  If any of the events  enumerated in clauses (i) through (iv) occur, the
Board shall  determine  the  effective  date of the Change in Control  resulting
therefrom for purposes of the Plan.

         3.05 "Code" means the Internal Revenue Code of 1986, as amended.

         3.06 "Committee" means the committee appointed by the Board pursuant to
Article IV hereof.

         3.07 "Common  Stock" means shares of common  stock,  par value $.01 per
share, of the Corporation.

         3.08  "Disability"  means  any  physical  or  mental  impairment  which
qualifies an individual for disability  benefits under the applicable  long-term
disability plan maintained by the Corporation or a Subsidiary  Company or, if no
such plan applies,  which would qualify such individual for disability  benefits
under the Federal Social Security System.

         3.09  "Effective  Date"  means the date this  Plan is  approved  by the
stockholders  of the  Corporation,  which shall not be earlier than the one-year
anniversary of the consummation of the  Association's  conversion from mutual to
stock form.

         3.10  "Employee"  means any person who is employed by the  Corporation,
the Association, or any Subsidiary Company, or is an Officer of the Corporation,
the Association,  or any Subsidiary Company, but not including directors who are
not also Officers of or otherwise  employed by the Corporation,  the Association
or a Subsidiary Company.

         3.11 "Employer  Group" means the Corporation and any Subsidiary  which,
with the consent of the Board, agrees to participate in the Plan.


                                        2
<PAGE>
         3.12  "Exchange  Act" means the  Securities  Exchange  Act of 1934,  as
amended.

         3.13  "Non-Employee  Director"  means  a  member  of the  Board  of the
Corporation  or the  Board of  Directors  of the  Association  or any  successor
thereto,  including an advisory director or a director emeritus of the Boards of
the Corporation and/or the Association (or any successor company), who is not an
Officer or  Employee  of the  Corporation,  the  Association  or any  Subsidiary
Company.

         3.14 "Offering" means the subscription and community offering of Common
Stock to the public in connection  with the conversion of the  Association  from
the mutual structure to the stock holding company structure.

         3.15 "Officer" means an Employee whose position in the Corporation or a
Subsidiary Company is that of a corporate officer, as determined by the Board.

         3.16  "Performance  Share Award" means a Plan Share Award  granted to a
Recipient pursuant to Section 7.05 of the Plan.

         3.17  "Performance  Goal" means an objective for the Corporation or any
Subsidiary  Company or any unit thereof or any  Employee  with respect to any of
the foregoing that may be  established by the Committee for a Performance  Share
Award to become vested, earned or exercisable.  The establishment of Performance
Goals are intended to make the applicable Performance Share Awards "performance-
based"  compensation  within the meaning of Section  162(m) of the Code, and the
Performance Goals shall be based on one or more of the following criteria:

                                    (i)   net   income,    as    adjusted    for
                                    non-recurring  items;  (ii)  cash  earnings;
                                    (iii) earnings per share; (iv) cash earnings
                                    per share;  (v)  return on  average  equity;
                                    (vi) return on average  assets;  (vii) asset
                                    quality;  (viii)  stock  price;  (ix)  total
                                    stockholder  return;  (x) capital;  (xi) net
                                    interest income;  (xii) market share; (xiii)
                                    cost control or efficiency  ratio; and (xiv)
                                    asset growth.

         3.18 "Plan Shares" or "Shares" means shares of Common Stock held in the
Trust which may be distributed to a Recipient pursuant to the Plan.

         3.19 "Plan Share  Award" or "Award"  means a right  granted  under this
Plan to receive a  distribution  of Plan Shares upon  completion  of the service
requirements described in Article VII, and includes Performance Share Awards.


                                        3
<PAGE>
         3.20  "Recipient"  means  an  Employee  or  Non-Employee  Director  who
receives a Plan Share Award or Performance Share Award under the Plan.

         3.21 "Retirement" means a termination of employment which constitutes a
"retirement"  under any applicable  qualified pension benefit plan maintained by
the  Corporation  or a Subsidiary  Company,  or, if no such plan is  applicable,
which would  constitute  "retirement"  under the  Corporation's  pension benefit
plan,  if such  individual  were a  participant  in that plan.  With  respect to
Non-Employee Directors, retirement means retirement from service on the Board of
Directors  of the  Corporation  or the  Association  or  any  successor  thereto
(including service as a director emeritus) after attaining the age of 70.

         3.22   "Subsidiary   Companies"   means  those   subsidiaries   of  the
Corporation, including the Association, which meet the definition of "subsidiary
corporation"  set  forth  in  Section  424(f)  of the  Code,  at the time of the
granting of the Plan Share Award in question.

         3.23 "Trustee" means such firm, entity or persons approved by the Board
to hold legal title to the Plan and the Plan assets for the  purposes  set forth
herein.

                                   ARTICLE IV
                           ADMINISTRATION OF THE PLAN

         4.01  Duties  of the  Committee.  The Plan  shall be  administered  and
interpreted by the Committee,  which shall consist of two or more members of the
Board,  each of whom  shall be a Non-  Employee  Director,  as  defined  in Rule
16b-3(b)(3)(i)  of the Exchange  Act. In addition,  each member of the Committee
shall be an "outside  director" within the meaning of Section 162(m) of the Code
and  the  regulations  thereunder  at  such  times  as is  required  under  such
regulations.  The Committee shall have all of the powers allocated to it in this
and other  sections of the Plan.  The  interpretation  and  construction  by the
Committee  of any  provisions  of the Plan or of any Plan  Share  Award  granted
hereunder shall be final and binding in the absence of action by the Board.  The
Committee  shall act by vote or written  consent of a majority  of its  members.
Subject to the express provisions and limitations of the Plan, the Committee may
adopt such rules,  regulations  and procedures as it deems  appropriate  for the
conduct of its affairs.  The  Committee  shall report its actions and  decisions
with respect to the Plan to the Board at appropriate times, but in no event less
than once per calendar year.

         4.02 Role of the Board.  The members of the  Committee  and the Trustee
shall be appointed or approved by, and will serve at the pleasure of, the Board.
The Board may in its  discretion  from time to time remove  members from, or add
members to, the Committee, and may remove or replace the Trustee,  provided that
any directors who are selected as members of the Committee shall be Non-Employee
Directors as defined in Rule 16b-3(b)(3)(i) of the Exchange Act..

         4.03  Limitation on Liability.  No member of the Board or the Committee
shall be liable for any  determination  made in good  faith with  respect to the
Plan or any Plan Shares or Plan Share  Awards  granted  under it. If a member of
the Board or the Committee is a party or is threatened to be made a party to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or  investigative,  by reason of anything done or not
done by him in such capacity under or with respect to the Plan, the  Corporation
shall, subject to the requirements of applicable laws and regulations, indemnify
such member against all liabilities and expenses  (including  attorneys'  fees),
judgments, fines and amounts

                                        4

<PAGE>
paid in settlement  actually and reasonably  incurred by him in connection  with
such  action,  suit or  proceeding  if he acted in good faith and in a manner he
reasonably  believed  to be in the best  interests  of the  Corporation  and any
Subsidiaries  and,  with respect to any criminal  action or  proceeding,  had no
reasonable cause to believe his conduct was unlawful.

         4.04 Compliance with Laws and Regulations. All Awards granted hereunder
shall be subject to all applicable federal and state laws, rules and regulations
and to such approvals by any government or regulatory  agency or stockholders as
may be required.

         4.05 Restrictions on Transfer.  The Corporation may place a legend upon
any certificate representing shares issued pursuant to a Plan Share Award noting
that such shares may be restricted by applicable laws and regulations.


                                    ARTICLE V
                                  CONTRIBUTIONS

         5.01 Amount and Timing of Contributions.  The Board shall determine the
amount (or the method of computing  the amount) and timing of any  contributions
by the Corporation  and any  Subsidiaries  to the Trust  established  under this
Plan. Such amounts may be paid in cash or in shares of Common Stock and shall be
paid to the Trust at the designated time of  contribution.  No  contributions by
Employees or Non-Employee Directors shall be permitted.

         5.02  Investment  of Trust  Assets;  Number of Plan Shares.  Subject to
Section  8.02  hereof,  the  Trustee  shall  invest  all of the  Trust's  assets
primarily in Common  Stock.  The aggregate  number of Plan Shares  available for
distribution  pursuant  to this Plan  shall be 8,434  shares  of  Common  Stock,
subject to adjustment as provided in Section 10.01 hereof, which shares shall be
purchased (from the Corporation and/or, if permitted by applicable  regulations,
from  stockholders   thereof)  by  the  Trust  with  funds  contributed  by  the
Corporation.

                                   ARTICLE VI
                            ELIGIBILITY; ALLOCATIONS

         6.01 Awards. Plan Share Awards and Performance Share Awards may be made
to such Employees and Non-Employee  Directors as may be selected by the Board or
the Committee.  In selecting those Employees and Non-Employee  Directors to whom
Plan Share Awards and/or  Performance Share Awards may be granted and the number
of Shares covered by such Awards,  the Board or the Committee shall consider the
duties,  responsibilities  and  performance  of  each  respective  Employee  and
Non-Employee Director, his present and potential contributions to the growth and
success of the Corporation, his salary and such other factors as deemed relevant
to  accomplishing  the purposes of the Plan.  The Board or the Committee may but
shall  not be  required  to  request  the  written  recommendation  of the Chief
Executive  Officer  of the  Corporation  other  than with  respect to Plan Share
Awards and/or Performance Share Awards to be granted to him.

         6.02 Form of Allocation. As promptly as practicable after an allocation
pursuant to Section

         6.01 that a Plan  Share  Award or a  Performance  Share  Award is to be
issued, the Board or the Committee

                                        5

<PAGE>
shall notify the  Recipient in writing of the grant of the Award,  the number of
Plan  Shares  covered  by the Award,  and the terms  upon which the Plan  Shares
subject to the Award shall be distributed  to the  Recipient.  The date on which
the Board or the  Committee  makes such  determination  with respect to an Award
shall be considered the date of grant of the Plan Share Award or the Performance
Share Award.  The Board or the Committee shall maintain records as to all grants
of Plan Share Awards or Performance Share Awards under the Plan.

         6.03 Allocations Not Required to any Specific  Employee or Non-Employee
Director.  No  Employee  or  Non-Employee  Director  shall  have  any  right  or
entitlement to receive a Plan Share Award  hereunder,  as the granting of Awards
is subject to the total discretion of the Board or the Committee.


                                   ARTICLE VII
             EARNING AND DISTRIBUTION OF PLAN SHARES; VOTING RIGHTS

         7.01 Earning Plan Shares; Forfeitures.

                  (a) General  Rules.  Subject to the terms  hereof,  Plan Share
Awards granted shall be earned by a Recipient at the rate specified by the Board
or the Committee.  If the employment of an Employee or service as a Non-Employee
Director is terminated  for any reason prior to the Plan Share Award being fully
earned (except as specifically  provided in subsections (b), (c) and (d) below),
the Recipient  shall forfeit the right to any Shares  subject to the Award which
have not theretofore  been earned.  In the event of a forfeiture of the right to
any Shares subject to an Award, such forfeited Shares shall become available for
allocation  pursuant to Section  6.01 hereof as if no Award had been  previously
granted with respect to such Shares.  No fractional  shares shall be distributed
pursuant to this Plan. In  determining  the number of Shares which are earned as
of any annual  anniversary  date,  fractional  shares shall be rounded up to the
nearest whole number if the fraction is 0.5 or higher, and down if it is less.

                  (b) Exception  for  Terminations  Due to Death,  Disability or
Retirement.  Notwithstanding the general rule contained in Section 7.01(a),  all
Plan Shares subject to a Plan Share Award held by a Recipient  whose  employment
with the  Corporation or any  Subsidiary or service as a Non- Employee  Director
terminates due to death,  Disability or Retirement  shall be deemed earned as of
the Recipient's last day of employment with or service to the Corporation or any
Subsidiary Company (provided,  however,  no such accelerated vesting shall occur
in the event of  Disability  if a  Recipient  remains  employed  by at least one
member of the Employer  Group) and shall be  distributed  as soon as practicable
thereafter.

                  (c)  Exception  for a Change in  Control  of the  Corporation.
Notwithstanding  the general rule contained in Section 7.01(a),  all Plan Shares
subject to a Plan Share Award held by a  Recipient  shall be deemed to be earned
as of the effective date of a Change in Control of the Corporation.

                  (d) Revocation  for  Misconduct.  Notwithstanding  anything in
this  Plan to the  contrary,  the Board may by  resolution  immediately  revoke,
rescind and terminate any Plan Share Award or Performance Share Award or portion
thereof,  previously awarded under this Plan, to the extent Plan Shares have not
been distributed  hereunder to the Recipient,  whether or not yet earned, in the
case of an Employee who is discharged  from the employ of the Corporation or any
Subsidiary  Company for cause (as  hereinafter  defined).  Termination for cause
shall mean termination because of the Employee's personal

                                        6
<PAGE>
dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving
personal profit, intentional failure to perform stated duties, willful violation
of any law,  rule,  or  regulation  (other than  traffic  violations  or similar
offenses) or final  cease-and-desist  order. Plan Share Awards granted to a Non-
Employee  Director  who is  removed  for  cause  pursuant  to the  Corporation's
Articles of  Incorporation  and Bylaws or the  Association's  Charter and Bylaws
shall terminate as of the effective date of such removal.

         7.02 Distribution of Dividends. Any cash dividends,  stock dividends or
returns  of  capital  declared  in respect  of each  unvested  Plan Share  Award
(including a Performance  Share Award) will be held by the Trust for the benefit
of the Recipient on whose behalf such Plan Share Award  (including a Performance
Share  Award) is then held by the Trust  (whether  declared  before or after the
applicable  Award was  granted),  and such  dividends  or  returns  of  capital,
including any interest thereon, will be paid out proportionately by the Trust to
the Recipient  thereof as soon as practicable after the Plan Share Awards become
earned.  Any cash dividends,  stock dividends or returns of capital  declared in
respect  of each  vested  Plan  Share  (whether  declared  before  or after  the
applicable  Award was granted)  held by the Trust will be paid by the Trust,  as
soon as practicable after the Trust's receipt thereof, to the Recipient on whose
behalf such Plan Share is then held by the Trust.

         7.03 Distribution of Plan Shares.

                  (a)  Timing of  Distributions:  General  Rule.  Subject to the
provisions of Section

7.03(b)  hereof,  Plan  Shares  shall be  distributed  to the  Recipient  or his
Beneficiary,  as the case may be, as soon as  practicable  after  they have been
earned.

                  (b) Timing:  Exception for 10%  Stockholders.  Notwithstanding
Section 7.03(a) above, no Plan Shares may be distributed prior to the date which
is five years from the date of consummation of the Association's conversion from
mutual to stock form to the extent the Recipient or Beneficiary, as the case may
be,  would  after  receipt of such Shares own in excess of 10% of the issued and
outstanding shares of Common Stock, unless  specifically  approved by two-thirds
of the Board.  Any Plan Shares remaining  undistributed  solely by reason of the
operation of this Section  7.03(b) shall be  distributed to the Recipient or his
Beneficiary on the date which is five years from the date of consummation of the
Association's conversion from mutual to stock form.

                  (c) Form of Distributions.  All Plan Shares, together with any
Shares representing stock dividends,  shall be distributed in the form of Common
Stock.  One share of Common  Stock shall be given for each Plan Share earned and
distributable.  Payments representing cash dividends or returns of capital shall
be made in cash.

                  (d)  Withholding.  The  Trustee  may  withhold  from  any cash
payment or Common Stock  distribution made under this Plan sufficient amounts to
cover any applicable  withholding and employment  taxes,  and if the amount of a
cash  payment  is  insufficient,  the  Trustee  may  require  the  Recipient  or
Beneficiary  to pay to the  Trustee  the amount  required  to be  withheld  as a
condition  of  delivering  the Plan  Shares.  The Trustee  shall pay over to the
Corporation or any  Subsidiary  Company which employs or employed such Recipient
any such amount withheld from or paid by the Recipient or Beneficiary.

                  (e) Restrictions on Selling of Plan Shares.  Plan Share Awards
may not be sold,  assigned,  pledged or otherwise  disposed of prior to the time
that they are earned and distributed pursuant

                                        7
<PAGE>
to the terms of this Plan.  Upon  distribution,  the Board or the  Committee may
require the  Recipient or his  Beneficiary,  as the case may be, to agree not to
sell or otherwise  dispose of his  distributed  Plan Shares except in accordance
with all then applicable federal and state securities laws, and the Board or the
Committee  may  cause  a  legend  to  be  placed  on  the  stock  certificate(s)
representing  the  distributed  Plan Shares in order to restrict the transfer of
the distributed Plan Shares for such period of time or under such  circumstances
as the Board or the Committee, upon the advice of counsel, may deem appropriate.

         7.04  Voting of Plan  Shares.  After a Plan Share  Award  (other than a
Performance  Share  Award) has been made,  the  Recipient  shall be  entitled to
direct the Trustee as to the voting of the Plan Shares  which are covered by the
Plan Share  Award and which  have not yet been  earned  and  distributed  to him
pursuant  to  Section  7.03,  subject  to rules and  procedures  adopted  by the
Committee for this  purpose.  All shares of Common Stock held by the Trust which
have not been awarded under a Plan Share Award,  shares  subject to  Performance
Share  Awards which have not yet vested and shares which have been awarded as to
which  Recipients  have not directed the voting shall be voted by the Trustee in
its discretion.

         7.05     Performance Share Awards

                  (a) Designation of Performance Share Awards. The Committee may
determine to make any Plan Share Award a Performance  Share Award by making such
Plan Share Award  contingent upon the  achievement of a Performance  Goal or any
combination  of  Performance  Goals.  Each  Performance  Share  Award  shall  be
evidenced by a written agreement ("Award Agreement"),  which shall set forth the
Performance Goals applicable to the Performance Share Award, the maximum amounts
payable and such other terms and conditions as are applicable to the Performance
Share Award.  Each Performance  Share Award shall be granted and administered to
comply with the requirements of Section 162(m) of the Code.

                  (b) Timing of Grants.  Any  Performance  Share  Award shall be
made not  later  than 90 days  after  the  start of the  period  for  which  the
Performance Share Award relates and shall be made prior to the completion of 25%
of such period. All determinations  regarding the achievement of any Performance
Goals will be made by the  Committee.  The Committee  may not increase  during a
year the amount of a  Performance  Share Award that would  otherwise  be payable
upon  achievement  of the  Performance  Goals but may  reduce or  eliminate  the
payments as provided for in the Award Agreement.

                  (c)  Restrictions  on Grants.  Nothing  contained in this Plan
will be deemed in any way to limit or  restrict  the  Committee  from making any
Award  or  payment  to  any  person  under  any  other  plan,   arrangement   or
understanding, whether now existing or hereafter in effect.

                  (d)  Rights of  Recipients.  Notwithstanding  anything  to the
contrary herein, a Participant who receives a Performance Share Award payable in
Common  Stock shall have no rights as a  stockholder  until the Common  Stock is
issued pursuant to the terms of the Award Agreement.

                  (e) Transferability. A Participant's interest in a Performance
Share Award may not

be sold, assigned, transferred, pledged, or otherwise encumbered.

                  (f)  Distribution.  No  Performance  Share  Award  or  portion
thereof that is subject to the  attainment or  satisfaction  of a condition of a
Performance Goal shall be distributed or considered to

                                        8
<PAGE>
be earned or vested until the Committee certifies in writing that the conditions
or Performance Goal to which the distribution,  earning or vesting of such Award
is subject have been achieved.


                                  ARTICLE VIII
                                      TRUST

         8.01 Trust.  The Trustee shall receive,  hold,  administer,  invest and
make  distributions  and  disbursements  from the Trust in  accordance  with the
provisions  of  the  Plan  and  Trust  and  the  applicable  directions,  rules,
regulations,  procedures and policies  established by the Committee  pursuant to
the Plan.

         8.02  Management of Trust. It is the intent of this Plan and Trust that
the Trustee shall have complete  authority  and  discretion  with respect to the
arrangement,  control and  investment  of the Trust,  and that the Trustee shall
invest  all  assets  of  the  Trust  in  Common  Stock  to  the  fullest  extent
practicable,  except to the extent that the Trustee  determines that the holding
of monies in cash or cash  equivalents  is necessary to meet the  obligations of
the Trust. In performing its duties,  the Trustee shall have the power to do all
things  and  execute  such  instruments  as may be deemed  necessary  or proper,
including the following powers:

                  (a) To invest up to one  hundred  percent  (100%) of all Trust
assets in Common  Stock  without  regard  to any law now or  hereafter  in force
limiting   investments  for  trustees  or  other  fiduciaries.   The  investment
authorized herein may constitute the only investment of the Trust, and in making
such  investment,  the Trustee is authorized  to purchase  Common Stock from the
Corporation or from any other source,  and such Common Stock so purchased may be
outstanding, newly issued or treasury shares.

                  (b) To invest  any Trust  assets  not  otherwise  invested  in
accordance  with (a) above, in such deposit  accounts,  certificates of deposit,
obligations  of the  United  States  Government  or its  agencies  or such other
investments as shall be considered the equivalent of cash.

                  (c) To sell,  exchange or otherwise dispose of any property at
any time held or acquired by the Trust.

                  (d)  To  cause  stocks,   bonds  or  other  securities  to  be
registered  in the name of a nominee,  without the addition of words  indicating
that such  security  is an asset of the Trust  (but  accurate  records  shall be
maintained showing that such security is an asset of the Trust).

                  (e) To hold cash  without  interest in such  amounts as may in
the opinion of the Trustee be  reasonable  for the proper  operation of the Plan
and Trust.

                  (f) To employ  brokers,  agents,  custodians,  consultants and
accountants.

                  (g) To hire  counsel  to render  advice  with  respect  to its
rights,  duties and  obligations  hereunder,  and such other  legal  services or
representation as it may deem desirable.

                  (h) To hold funds and securities  representing  the amounts to
be distributed  to a Recipient or his  Beneficiary as a consequence of a dispute
as to the disposition thereof, whether in a segregated account or held in common
with other assets of the Trust.

                                        9
<PAGE>
         Notwithstanding  anything herein contained to the contrary, the Trustee
shall not be required to make any  inventory,  appraisal or settlement or report
to any  court,  or to secure  any order of court for the  exercise  of any power
herein contained, or give bond.

         8.03 Records and  Accounts.  The Trustee  shall  maintain  accurate and
detailed records and accounts of all  transactions of the Trust,  which shall be
available at all reasonable  times for inspection by any legally entitled person
or entity  to the  extent  required  by  applicable  law,  or any  other  person
determined by the Board or the Committee.

                  8.04  Expenses.   All  costs  and  expenses  incurred  in  the
operation and  administration of this Plan shall be borne by the Corporation or,
in the discretion of the Corporation, the Trust.



         8.05  Indemnification.  Subject to the  requirements of applicable laws
and regulations,  the Corporation  shall indemnify,  defend and hold the Trustee
harmless against all claims,  expenses and liabilities arising out of or related
to the  exercise  of the  Trustee's  powers  and  the  discharge  of its  duties
hereunder,  unless the same shall be due to the  Trustee's  gross  negligence or
willful misconduct.


                                   ARTICLE IX
                                DEFERRED PAYMENTS

         9.01 Deferral of Plan Shares.  Notwithstanding  any other  provision of
this Plan, any Recipient who is either a  Non-Employee  Director or an executive
officer of the Corporation or the Association may elect, with the concurrence of
the Committee and  consistent  with any  requirements  established  by the Board
(which requirements may include the adoption of a separate deferred compensation
plan or trust by the  Corporation),  to defer the receipt of Plan Shares subject
to Awards granted hereunder.

         9.02 Timing of Election.  The election to defer the receipt of any Plan
Shares must be made no later than the last day of the  calendar  year  preceding
the calendar year in which the Recipient  would  otherwise have an  unrestricted
right to receive such Plan Shares,  provided  that a Recipient  may not elect to
defer Shares  subject to a Performance  Share Award.  Deferrals of eligible Plan
Shares  shall only be allowed for those Plan Shares  scheduled to vest while the
Recipient is in active  service with the  Corporation  or one of its  Subsidiary
Companies.  Any  election to defer the receipt of eligible  Plan Shares shall be
irrevocable  as long as the  Recipient  remains an  Employee  or a  Non-Employee
Director of the Corporation or one of its Subsidiary Companies.


                                    ARTICLE X
                                  MISCELLANEOUS

         10.01  Adjustments for Capital  Changes.  The aggregate  number of Plan
Shares  available  for  distribution  pursuant to the Plan Share  Awards and the
number of Shares  to which  any  unvested  Plan  Share  Award  relates  shall be
proportionately  adjusted  for any  increase or decrease in the total  number of
outstanding  shares of Common Stock issued  subsequent to the effective  date of
the Plan resulting from any split,  subdivision  or  consolidation  of shares or
other capital  adjustment,  the payment of a stock dividend or other increase or
decrease in such shares effected  without receipt or payment of consideration by
the Corporation. If, upon a merger, consolidation,  reorganization, liquidation,
recapitalization or the like of

                                       10

<PAGE>
the Corporation or of another corporation,  each recipient of a Plan Share Award
shall be entitled,  subject to the  conditions  herein  stated,  to receive such
number  of  shares  of  Common  Stock  or  amount  of  other  securities  of the
Corporation  or such other  corporation as were  exchangeable  for the number of
shares of Common Stock of the Corporation  which such Recipients would have been
entitled to receive except for such action.

         10.02  Amendment  and  Termination  of the  Plan.  The  Board  may,  by
resolution,  at any time amend or terminate  the Plan and the Trust,  subject to
any required  stockholder  approval or any stockholder  approval which the Board
may deem to be advisable for any reason, such as for the purpose of obtaining or
retaining any statutory or regulatory  benefits  under tax,  securities or other
laws or satisfying any applicable stock exchange listing requirements. The Board
may not,  without the consent of the  Recipient,  alter or impair any Plan Share
Award  previously  granted  under this Plan  except as  specifically  authorized
herein.  Termination of this Plan shall not affect Plan Share Awards  previously
granted,  and such Plan Share Awards shall remain valid and in effect until they
(a) have been fully earned, (b) are surrendered,  or (c) expire or are forfeited
in accordance with their terms.

         10.03  Nontransferable.  Plan Share Awards and Performance Share Awards
and rights to Plan Shares shall not be transferable  by a Recipient,  and during
the lifetime of the Recipient, Plan Shares may only be earned by and paid to the
Recipient who was notified in writing of the Award  pursuant to Section 6.02. No
Recipient or  Beneficiary  shall have any right in or claim to any assets of the
Plan or Trust,  nor shall the  Corporation  or any  Subsidiary be subject to any
claim for benefits hereunder.

         10.04 Employment or Service Rights. Neither the Plan nor any grant of a
Plan Share  Award,  Performance  Share  Award or Plan Shares  hereunder  nor any
action taken by the Trustee,  the Committee or the Board in connection  with the
Plan  shall  create  any  right on the  part of any  Employee  or Non-  Employee
Director to continue in such capacity.

         10.05 Voting and Dividend Rights. No Recipient shall have any voting or
dividend  rights or other rights of a stockholder  in respect of any Plan Shares
covered by a Plan Share Award or  Performance  Share Award,  except as expressly
provided in  Sections  7.02,  7.04 and 7.05  above,  prior to the time said Plan
Shares are actually earned and distributed to him.

                  10.06  Governing  Law.  To the extent not  governed by federal
law, the Plan and Trust shall be governed by the laws of the State of Louisiana.

         10.07  Effective Date. This Plan shall be effective as of the Effective
Date, and Awards may be granted  hereunder no earlier than the date this Plan is
approved  by  the  stockholders  of  the  Corporation  and  no  later  than  the
termination  of the Plan.  Notwithstanding  the  foregoing  or  anything  to the
contrary  in this  Plan,  the  implementation  of this  Plan is  subject  to the
approval of the Corporation's stockholders.

         10.08 Term of Plan.  This Plan shall remain in effect until the earlier
of (1) ten (10) years from the Effective  Date, (2) termination by the Board, or
(3) the  distribution to Recipients and  Beneficiaries  of all the assets of the
Trust.

         10.09  Tax  Status  of  the  Trust.  It  is  intended  that  the  trust
established  hereby be treated as a Grantor Trust of the  Corporation  under the
provisions  of Section 671 et seq. of the Code,  as the same may be amended from
time to time.

                                       11

<PAGE>
         IN WITNESS  WHEREOF,  the  Corporation  has caused this Agreement to be
executed by its duly  authorized  officers and its corporate  seal to be affixed
and duly attested,  and the initial Trustees of the Trust  established  pursuant
hereto have duly and validly  executed this  Agreement,  all on this 28th day of
July 1999.

ATTEST:                             IBL BANCORP, INC.



/s/ Gary K. Pruitt                  By:/s/ G. Lloyd Bouchereau, Jr.
--------------------                   ----------------------------
    Gary K. Pruitt                         G. Lloyd Bouchereau, Jr.
    Secretary                              President and Chief Executive Officer


                                     TRUSTEES:



                                           /s/ Gary K. Pruitt
                                           ------------------
                                               Gary K. Pruitt



                                           /s/ Bobby E. Stanley
                                           --------------------
                                           Bobby E. Stanley


                                           /s/ Edward J. Steinmetz
                                           -----------------------
                                           Edward J. Steinmetz




                                       12

<PAGE>