IBL BANCORP, INC.
                             1999 STOCK OPTION PLAN


                                    ARTICLE I
                            ESTABLISHMENT OF THE PLAN

         IBL Bancorp,  Inc. (the  "Corporation")  hereby  establishes  this 1999
Stock Option Plan (the "Plan") upon the terms and conditions hereinafter stated.


                                   ARTICLE II
                               PURPOSE OF THE PLAN

         The purpose of this Plan is to improve the growth and  profitability of
the  Corporation  and  its  Subsidiary  Companies  by  providing  Employees  and
Non-Employee  Directors  with a proprietary  interest in the  Corporation  as an
incentive to contribute  to the success of the  Corporation  and its  Subsidiary
Companies,  and rewarding  Employees and Non-Employee  Directors for outstanding
performance.  All Incentive Stock Options issued under this Plan are intended to
comply with the  requirements  of Section 422 of the Code,  and the  regulations
thereunder,  and all provisions hereunder shall be read, interpreted and applied
with that purpose in mind.  Each  recipient of an 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
and/or exercise of an Award hereunder.


                                   ARTICLE III
                                   DEFINITIONS

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


         3.02  "Award"  means an  Option  or Stock  Appreciation  Right  granted
pursuant to the terms of this Plan.

         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  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 an 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

                                        1

<PAGE>
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 a committee of two or more directors  appointed
by the Board pursuant to Article IV hereof, each of whom shall be a Non-Employee
Director as defined in Rule  16b-3(b)(3)(i) of the Exchange Act or any successor
thereto and within the meaning of Section 162(m) of the Code and the regulations
promulgated thereunder.

         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 any Subsidiary Company.

         3.11  "Exchange  Act" means the  Securities  Exchange  Act of 1934,  as
amended.

         3.12 "Fair  Market  Value"  shall be equal to the fair market value per
share of the  Corporation's  Common  Stock on the date an Award is granted.  For
purposes  hereof,  the Fair Market Value of a share of Common Stock shall be the
closing  sale price of a share of Common  Stock on the date in question  (or, if
such day is not a trading  day in the U.S.  markets,  on the  nearest  preceding
trading day), as reported with respect to the principal market (or the composite
of the  markets,  if more than one) or national  quotation  system in which such
shares are then traded,  or if no such  closing  prices are  reported,  the mean
between the high bid and low asked  prices that day on the  principal  market or
national quotation system then in use, or if no such

                                        2

<PAGE>
quotations  are  available,  the price  furnished by a  professional  securities
dealer making a market in such shares selected by the Committee.

         3.13 "Incentive  Stock Option" means any Option granted under this Plan
which the Board  intends (at the time it is granted)  to be an  incentive  stock
option within the meaning of Section 422 of the Code or any successor thereto.

         3.14  "Non-Employee  Director"  means  a  member  of the  Board  of the
Corporation or 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,  who is not an Officer or  Employee of the
Corporation or any Subsidiary Company.

         3.15  "Non-Qualified  Option" means any Option  granted under this Plan
which is not an Incentive Stock Option.

         3.16 "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.

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

         3.18 "Option" means a right granted under this Plan to purchase  Common
Stock.

         3.19 "Optionee"  means an Employee or  Non-Employee  Director or former
Employee or Non- Employee Director to whom an Option is granted under the Plan.

         3.20 "Retirement" means a termination of employment which constitutes a
"retirement"  under any applicable  qualified pension benefit plan maintained by
the Corporation or a Subsidiary Corporation,  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.

         3.21 "Stock Appreciation Right" means a right to surrender an Option in
consideration  for a payment by the  Corporation in cash and/or Common Stock, as
provided in the  discretion  of the Board or the  Committee in  accordance  with
Section 8.10.

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

                                   ARTICLE IV
                           ADMINISTRATION OF THE PLAN

         4.01  Duties  of the  Committee.  The Plan  shall be  administered  and
interpreted  by the  Committee,  as  appointed  from  time to time by the  Board
pursuant to Section 4.02. The Committee shall have the

                                        3

<PAGE>
authority to adopt, amend and rescind such rules, regulations and procedures as,
in its opinion,  may be advisable in the administration of the Plan,  including,
without  limitation,  rules,  regulations  and  procedures  which  (i) deal with
satisfaction  of an Optionee's tax  withholding  obligation  pursuant to Section
12.01 hereof, (ii) include  arrangements to facilitate the Optionee's ability to
borrow  funds for  payment of the  exercise or  purchase  price of an Award,  if
applicable,  from securities brokers and dealers, (iii) establish the method and
arrangements  by which an optionee may defer the  recognition of income upon the
exercise of a Non-  Qualified  Option or Stock  Appreciation  Right  pursuant to
Article XIII hereof, and (iv) include arrangements which provide for the payment
of some or all of such  exercise  or purchase  price by delivery of  previously-
owned shares of Common Stock or other property and/or by withholding some of the
shares  of  Common  Stock  which  are being  acquired.  The  interpretation  and
construction  by  the  Committee  of  any  provisions  of the  Plan,  any  rule,
regulation or procedure  adopted by it pursuant thereto or of any Award shall be
final and binding in the absence of action by the Board.

         4.02  Appointment  and Operation of the  Committee.  The members of the
Committee  shall be appointed  by, and will serve at the pleasure of, the Board.
The Board from time to time may remove  members  from,  or add  members  to, the
Committee,  provided  the  Committee  shall  continue  to 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 or any  successor  thereto.  In
addition, each member of the Committee shall be an "outside director" within the
meaning of Section 162(m) of the Code and  regulations  thereunder at such times
as is  required  under  such  regulations.  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.  It may
appoint  one of its  members to be  chairman  and any  person,  whether or not a
member, to be its secretary or agent. The Committee shall report its actions and
decisions to the Board at  appropriate  times but in no event less than one time
per calendar year.

         4.03  Revocation  for  Misconduct.  The Board or the  Committee  may by
resolution  immediately  revoke,  rescind and terminate  any Option,  or portion
thereof,  to the extent not yet vested, or any Stock Appreciation  Right, to the
extent not yet  exercised,  previously  granted or awarded under this Plan to an
Employee who is discharged  from the employ of the  Corporation  or a Subsidiary
Company for cause, which, for purposes hereof, shall mean termination because of
the Employee's personal 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. Options 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.

         4.04 Limitation on Liability.  Neither the members of the Board nor any
member of the Committee shall be liable for any action or determination  made in
good faith with respect to the Plan, any rule,  regulation or procedure  adopted
pursuant  thereto or any Awards granted  hereunder.  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 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 its Subsidiary

                                        4

<PAGE>
Companies  and,  with  respect  to any  criminal  action or  proceeding,  had no
reasonable cause to believe his conduct was unlawful.

         4.05 Compliance with Law 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 as may be required.
The Corporation  shall not be required to issue or deliver any  certificates for
shares  of  Common  Stock  prior  to  the  completion  of  any  registration  or
qualification  of or  obtaining  of consents or  approvals  with respect to such
shares  under  any  federal  or  state  law or any  rule  or  regulation  of any
government body, which the Corporation shall, in its sole discretion,  determine
to be necessary or advisable.  Moreover,  no Option or Stock  Appreciation Right
may be  exercised  if such  exercise  would be contrary to  applicable  laws and
regulations.

         4.06 Restrictions on Transfer.  The Corporation may place a legend upon
any  certificate  representing  shares  acquired  pursuant  to an Award  granted
hereunder  noting  that  the  transfer  of  such  shares  may be  restricted  by
applicable laws and regulations.


                                    ARTICLE V
                                   ELIGIBILITY

         Awards may be granted to such Employees and  Non-Employee  Directors of
the Corporation  and its Subsidiary  Companies as may be designated from time to
time by the Board or the Committee. Awards may not be granted to individuals who
are not Employees or  Non-Employee  Directors of either the  Corporation  or its
Subsidiary Companies.  Non-Employee  Directors shall be eligible to receive only
Awards of Non- Qualified Options pursuant to this Plan.


                                   ARTICLE VI
                        COMMON STOCK COVERED BY THE PLAN

         6.01 Option  Shares.  The  aggregate  number of shares of Common  Stock
which may be issued pursuant to this Plan,  subject to adjustment as provided in
Article IX, shall be 21,087, which is equal to 10% of the shares of Common Stock
issued in the  Offering.  None of such shares  shall be the subject of more than
one Award at any time (provided that Stock  Appreciation  Rights and the related
Options shall be deemed to be a single Award), but if an Option as to any shares
is surrendered before exercise,  or expires or terminates for any reason without
having been exercised in full, or for any other reason ceases to be exercisable,
the number of shares  covered  thereby  shall again become  available  for grant
under the Plan as if no Awards had been previously  granted with respect to such
shares. Notwithstanding the foregoing, if an Option is surrendered in connection
with the exercise of a Stock  Appreciation  Right,  the number of shares covered
thereby shall not be available for grant under the Plan.

         6.02 Source of Shares. The shares of Common Stock issued under the Plan
may be authorized but unissued  shares,  treasury shares or shares  purchased by
the  Corporation  on the open market or from  private  sources for use under the
Plan.

                                        5

<PAGE>
                                   ARTICLE VII
                                DETERMINATION OF
                         AWARDS, NUMBER OF SHARES, ETC.

         The Board or the Committee  shall,  in its  discretion,  determine from
time to time which Employees and  Non-Employee  Directors will be granted Awards
under the Plan,  the number of shares of Common  Stock  subject  to each  Award,
whether each Option will be an Incentive Stock Option or a  Non-Qualified  Stock
Option (in the case of Employees) and the exercise price of an Option. In making
all  such  determinations   there  shall  be  taken  into  account  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  deemed  relevant  to
accomplishing the purposes of the Plan.


                                  ARTICLE VIII
                      OPTIONS AND STOCK APPRECIATION RIGHTS

         Each  Option  granted  hereunder  shall be on the  following  terms and
conditions:

         8.01  Stock  Option  Agreement.  The proper  Officers  on behalf of the
Corporation and each Optionee shall execute a Stock Option Agreement which shall
set forth the total number of shares of Common  Stock to which it pertains,  the
exercise  price,  whether it is a  Non-Qualified  Option or an  Incentive  Stock
Option,  and such other terms,  conditions,  restrictions  and privileges as the
Board or the Committee in each instance  shall deem  appropriate,  provided they
are not  inconsistent  with the terms,  conditions  and provisions of this Plan.
Each Optionee shall receive a copy of his executed Stock Option Agreement.

         8.02     Option Exercise Price.

                  (a) Incentive Stock Options.  The per share price at which the
subject Common Stock may be purchased upon exercise of an Incentive Stock Option
shall be no less than one hundred  percent  (100%) of the Fair Market Value of a
share of Common Stock at the time such Incentive Stock Option is granted, except
as  provided  in  Section  8.09(b),  and  subject to any  applicable  adjustment
pursuant to Article IX hereof.

                  (b)  Non-Qualified  Options.  The per share price at which the
subject  Common Stock may be purchased upon exercise of a  Non-Qualified  Option
shall be  established  by the  Committee  at the time of grant,  but in no event
shall be less than one  hundred  percent  (100%) of the Fair  Market  Value of a
share of Common Stock at the time such Non-Qualified Option is granted,  subject
to any applicable adjustment pursuant to Article IX hereof.

         8.03  Vesting and Exercise of Options.

                  (a) General Rules.  Incentive Stock Options and  Non-Qualified
Options  granted  hereunder  shall become vested and exercisable at the rate, to
the extent and subject to such  limitations  as may be specified by the Board or
the  Committee.  Notwithstanding  the  foregoing,  except as provided in Section
8.03(b)  hereof,  no Option  granted to an Employee or a  Non-Employee  Director
shall  continue  to vest on or after the date the  Optionee's  service  with the
Corporation and all Subsidiary Companies (or any successor companies), including
as a Non-Employee  Director, is terminated.  In determining the number of shares
of

                                        6

<PAGE>
Common  Stock with  respect to which  Options  are  vested  and/or  exercisable,
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)  Accelerated  Vesting.  Unless the Board or the  Committee
shall specifically state otherwise at the time an Option is granted, all Options
granted under this Plan shall become vested and  exercisable in full on the date
an Optionee  terminates  his  employment  with the  Corporation  or a Subsidiary
Company or service as a Non-Employee  Director because of his death,  Disability
or Retirement.  In addition,  all outstanding  Options shall become  immediately
vested and exercisable in full in the event that there is a Change in Control of
the Corporation.

         8.04  Duration of Options.

                  (a) General Rule.  Except as provided in Sections  8.04(b) and
8.09, each Option or portion thereof granted to an Employee shall be exercisable
at any time on or after it vests and remain exercisable until the earlier of (i)
ten (10) years after its date of grant or (ii) six (6) months  after the date on
which the Employee  ceases to be employed by the  Corporation and all Subsidiary
Companies,  unless the Board or the Committee in its  discretion  decides at the
time of grant or thereafter  to extend such period of exercise upon  termination
of employment to a period not exceeding five (5) years.

         Except as provided in Section  8.04(b),  each Option or portion thereof
granted to a Non-Employee  Director shall be exercisable at any time on or after
it vests and remain  exercisable  until the  earlier of (i) ten (10) years after
its  date of  grant  or (ii)  three  (3)  years  after  the  date on  which  the
Non-Employee  Director  ceases to serve as a director of the Corporation and all
Subsidiary  Companies,  unless  the  Board or the  Committee  in its  discretion
decides at the time of grant or  thereafter  to extend  such  period of exercise
upon termination of service to a period not exceeding five (5) years.

                  (b)  Exceptions.  Unless  the  Board  or the  Committee  shall
specifically  provide  otherwise,  (i) if an Employee  terminates his employment
with the  Corporation  or a  Subsidiary  Company  as a result of  Disability  or
Retirement  without having fully exercised his Options,  the Employee shall have
the right,  during the three (3) year period  following his  termination  due to
Disability or Retirement  (or such longer period as may have been provided under
Section 8.04(a)  hereof),  to exercise such Options,  and (ii) if a Non-Employee
Director  terminates  his  service  as a  director  with  the  Corporation  or a
Subsidiary  Company as a result of Disability or Retirement without having fully
exercised his Options,  the Non- Employee Director shall have the right,  during
the three  (3) year  period  following  his  termination  due to  Disability  or
Retirement  (or such  longer  period as may have  been  provided  under  Section
8.04(a) hereof), to exercise such Options.

         Unless the Board or the Committee shall specifically state otherwise at
the  time  an  Option  is  granted,  if an  Employee  or  Non-Employee  Director
terminates  his  employment  or service  with the  Corporation  or a  Subsidiary
Company  following a Change in Control of the  Corporation  without having fully
exercised  his  Options,  the  Optionee  shall have the right to  exercise  such
Options  during the  remainder of the original ten (10) year term (or  five-year
term if Section  8.09(b)  hereof is  applicable)  of the Option from the date of
grant.

         If an Optionee  dies while in the employ or service of the  Corporation
or a Subsidiary Company or terminates employment or service with the Corporation
or a Subsidiary Company as a result of Disability or Retirement and dies without
having fully exercised his Options, the executors,  administrators,  legatees or
distributees of his estate shall have the right,  during the one (1) year period
following his death, to exercise such Options.

                                        7

<PAGE>

         In no event,  however,  shall any Option be  exercisable  more than ten
(10) years from the date it was granted.

         8.05 Nonassignability. Options shall not be transferable by an Optionee
except by will or the laws of descent or distribution,  and during an Optionee's
lifetime shall be exercisable  only by such Optionee or the Optionee's  guardian
or legal representative.  Notwithstanding the foregoing,  or any other provision
of this Plan,  an Optionee who holds vested  Non-Qualified  Options may transfer
such Options to his or her spouse, lineal ascendants,  lineal descendants, or to
a duly  established  trust for the benefit of one or more of these  individuals.
Options so transferred  may  thereafter be transferred  only to the Optionee who
originally  received the grant or to an individual or trust to whom the Optionee
could have  initially  transferred  the Option  pursuant to this  Section  8.05.
Options which are transferred pursuant to this Section 8.05 shall be exercisable
by the  transferee  according to the same terms and conditions as applied to the
Optionee.

         8.06 Manner of  Exercise.  Options may be exercised in part or in whole
and at one time or from time to time.  The  procedures for exercise shall be set
forth in the written Stock Option Agreement provided for in Section 8.01 above.

         8.07  Payment for  Shares.  Payment in full of the  purchase  price for
shares of Common Stock  purchased  pursuant to the exercise of such Option shall
be made to the Corporation  upon exercise of such Option.  All shares sold under
the Plan shall be fully paid and  nonassessable.  Payment for shares may be made
by the Optionee (i) in cash or by check, (ii) by delivery of a properly executed
exercise notice, together with irrevocable  instructions to a broker to sell the
shares  and then to  properly  deliver  to the  Corporation  the  amount of sale
proceeds to pay the exercise  price,  all in accordance with applicable laws and
regulations,  (iii)  at  the  discretion  of the  Board  or  the  Committee,  by
delivering  shares of Common Stock  (including  shares acquired  pursuant to the
exercise of an Option)  equal in Fair Market Value to the purchase  price of the
shares to be  acquired  pursuant to the Option,  (iv) at the  discretion  of the
Board or the Committee,  by withholding some of the shares of Common Stock which
are being  purchased upon exercise of an Option,  or (v) any  combination of the
foregoing.  With respect to subclause  (iii) hereof,  the shares of Common Stock
delivered to pay the purchase  price must have either been (x) purchased in open
market transactions or (y) issued by the Corporation pursuant to a plan thereof,
in each case more than six months prior to the exercise date of the Option.

         8.08 Voting and Dividend  Rights.  No Optionee shall have any voting or
dividend  rights or other  rights of a  stockholder  in respect of any shares of
Common Stock covered by an Option prior to the time that his name is recorded on
the  Corporation's  stockholder  ledger as the  holder of record of such  shares
acquired pursuant to an exercise of an Option.

         8.09  Additional  Terms  Applicable  to Incentive  Stock  Options.  All
Options  issued under the Plan as Incentive  Stock  Options will be subject,  in
addition  to the  terms  detailed  in  Sections  8.01 to 8.08  above,  to  those
contained in this Section 8.09.

                  (a)   Notwithstanding   any  contrary   provisions   contained
elsewhere  in this Plan and as long as required by Section 422 of the Code,  the
aggregate Fair Market Value, determined as of the time an Incentive Stock Option
is granted,  of the Common Stock with respect to which  Incentive  Stock Options
are  exercisable  for the first time by the Optionee  during any  calendar  year
under this Plan, and stock options that satisfy the  requirements of Section 422
of the Code  under  any  other  stock  option  plan or plans  maintained  by the
Corporation (or any parent or Subsidiary Company), shall not exceed $100,000.

                                        8

<PAGE>
                  (b) Limitation on Ten Percent Stockholders. The price at which
shares of Common Stock may be  purchased  upon  exercise of an  Incentive  Stock
Option granted to an individual  who, at the time such Incentive Stock Option is
granted, owns, directly or indirectly,  more than ten percent (10%) of the total
combined  voting  power of all classes of stock  issued to  stockholders  of the
Corporation or any Subsidiary Company, shall be no less than one hundred and ten
percent  (110%) of the Fair Market  Value of a share of the Common  Stock of the
Corporation at the time of grant,  and such Incentive  Stock Option shall by its
terms not be exercisable  after the earlier of the date determined under Section
8.03 or the  expiration  of five (5) years  from the date such  Incentive  Stock
Option is granted.

                  (c) Notice of Disposition;  Withholding;  Escrow.  An Optionee
shall  immediately  notify the  Corporation  in  writing of any sale,  transfer,
assignment  or  other  disposition  (or  action   constituting  a  disqualifying
disposition  within the  meaning  of  Section  421 of the Code) of any shares of
Common Stock acquired through exercise of an Incentive Stock Option,  within two
(2) years after the grant of such Incentive  Stock Option or within one (1) year
after the  acquisition  of such  shares,  setting  forth the date and  manner of
disposition, the number of shares disposed of and the price at which such shares
were  disposed  of. The  Corporation  shall be  entitled  to  withhold  from any
compensation  or other  payments  then or  thereafter  due to the Optionee  such
amounts as may be necessary to satisfy any  withholding  requirements of federal
or state law or  regulation  and,  further,  to collect  from the  Optionee  any
additional amounts which may be required for such purpose.  The Committee or the
Board may, in its  discretion,  require  shares of Common  Stock  acquired by an
Optionee  upon  exercise of an  Incentive  Stock  Option to be held in an escrow
arrangement  for the purpose of enabling  compliance with the provisions of this
Section 8.09(c).

         8.10     Stock Appreciation Rights.

                  (a) General Terms and  Conditions.  The Board or the Committee
may, but shall not be obligated to, authorize the Corporation, on such terms and
conditions as it deems appropriate in each case, to grant rights to Optionees to
surrender an exercisable  Option,  or any portion thereof,  in consideration for
the  payment  by the  Corporation  of an amount  equal to the excess of the Fair
Market  Value of the shares of Common  Stock  subject to the Option,  or portion
thereof,  surrendered over the exercise price of the Option with respect to such
shares (each such right being hereinafter  referred to as a "Stock  Appreciation
Right").  Such payment, at the discretion of the Board or the Committee,  may be
made in shares of Common Stock valued at the then Fair Market Value thereof,  or
in cash, or partly in cash and partly in shares of Common Stock.

         The terms and conditions with respect to a Stock Appreciation Right may
include (without  limitation),  subject to other provisions of this Section 8.10
and the Plan:  the period  during  which,  date by which or event upon which the
Stock  Appreciation  Right may be  exercised;  the method for valuing  shares of
Common  Stock for  purposes  of this  Section  8.10;  a ceiling on the amount of
consideration  which the  Corporation  may pay in  connection  with exercise and
cancellation of the Stock  Appreciation  Right;  and arrangements for income tax
withholding.  The Board or the  Committee  shall  have  complete  discretion  to
determine whether, when and to whom Stock Appreciation Rights may be granted.

                  (b)  Time  Limitations.  If a holder  of a Stock  Appreciation
Right  terminates  service with the  Corporation as an Officer or Employee,  the
Stock Appreciation Right may be exercised only within the period, if any, within
which the Option to which it relates may be exercised.


                                        9

<PAGE>
                  (c)  Effects  of  Exercise  of Stock  Appreciation  Rights  or
Options.  Upon the exercise of a Stock Appreciation  Right, the number of shares
of Common Stock available under the Option to which it relates shall decrease by
a number  equal to the number of shares for which the Stock  Appreciation  Right
was exercised.  Upon the exercise of an Option,  any related Stock  Appreciation
Right shall  terminate as to any number of shares of Common Stock subject to the
Stock  Appreciation  Right that exceeds the total number of shares for which the
Option remains unexercised.

                  (d) Time of  Grant.  A Stock  Appreciation  Right  granted  in
connection with an Incentive Stock Option must be granted  concurrently with the
Option  to  which  it  relates,  while a Stock  Appreciation  Right  granted  in
connection  with a  Non-Qualified  Option may be granted  concurrently  with the
Option to which it relates or at any time  thereafter  prior to the  exercise or
expiration of such Option.

                  (e) Non-Transferable. The holder of a Stock Appreciation Right
may not transfer or assign the Stock  Appreciation  Right otherwise than by will
or in  accordance  with the  laws of  descent  and  distribution,  and  during a
holder's  lifetime a Stock  Appreciation  Right may be  exercisable  only by the
holder.

                                   ARTICLE IX
                         ADJUSTMENTS FOR CAPITAL CHANGES

         The aggregate  number of shares of Common Stock  available for issuance
under this Plan,  the number of shares to which any  outstanding  Award relates,
and the exercise  price per share of Common Stock under any  outstanding  Option
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 this Plan resulting from a split, subdivision or consolidation of shares
or any 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 the Corporation,
the  shares of the  Corporation's  Common  Stock  shall be  exchanged  for other
securities of the  Corporation or of another  corporation,  each recipient of an
Award shall be entitled, subject to the conditions herein stated, to purchase or
acquire 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 optionees would have been
entitled  to  purchase  or  acquire  except  for such  action,  and  appropriate
adjustments  shall  be made to the  per  share  exercise  price  of  outstanding
Options.  Notwithstanding any provision to the contrary herein and to the extent
permitted by applicable laws and regulations and  interpretations  thereof,  the
exercise price of shares subject to outstanding  Awards shall be proportionately
adjusted  upon the  payment by the  Corporation  of a special  cash  dividend or
return of capital in an amount per share  which  exceeds  10% of the Fair Market
Value of a share of Common Stock as of the date of  declaration,  provided  that
the  adjustment to the per share  exercise  price shall satisfy the criteria set
forth in Emerging Issues Task Force 90-9 (or any successor  thereto) so that the
adjustments do not result in compensation  expense, and provided further that if
such  adjustment  with respect to Incentive  Stock Options would be treated as a
modification  of the  outstanding  incentive stock options with the effect that,
for  purposes  of  Sections  422 and  425(h)  of the  Code,  and the  rules  and
regulations promulgated thereunder,  new Incentive Stock Options would be deemed
to be granted  hereunder,  then no adjustment to the per share exercise price of
outstanding Incentive Stock Options shall be made.


                                       10

<PAGE>

                                    ARTICLE X
                      AMENDMENT AND TERMINATION OF THE PLAN

         The Board may, by  resolution,  at any time terminate or amend the Plan
with  respect to any  shares of Common  Stock as to which  Awards  have not been
granted,  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 holder of an
Award,  alter or impair any Award previously  granted or awarded under this Plan
except as specifically authorized herein.


                                   ARTICLE XI
                          EMPLOYMENT AND SERVICE RIGHTS

         Neither the Plan nor the grant of any Awards  hereunder  nor any action
taken by 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.


                                   ARTICLE XII
                                   WITHHOLDING

         12.01 Tax  Withholding.  The  Corporation  may  withhold  from any cash
payment  made  under  this  Plan  sufficient  amounts  to cover  any  applicable
withholding  and  employment  taxes,  and if the amount of such cash  payment is
insufficient, the Corporation may require the Optionee to pay to the Corporation
the amount  required  to be withheld as a  condition  to  delivering  the shares
acquired  pursuant to an Award.  The  Corporation  also may  withhold or collect
amounts with respect to a  disqualifying  disposition  of shares of Common Stock
acquired  pursuant to  exercise of an  Incentive  Stock  Option,  as provided in
Section 8.09(c).

         12.02  Methods  of Tax  Withholding.  The  Board  or the  Committee  is
authorized  to adopt rules,  regulations  or  procedures  which  provide for the
satisfaction  of an Optionee's  tax  withholding  obligation by the retention of
shares of  Common  Stock to which  the  Employee  would  otherwise  be  entitled
pursuant  to an Award  and/or by the  Optionee's  delivery of  previously  owned
shares of Common Stock or other property.


                                  ARTICLE XIII
                                DEFERRED PAYMENTS

         13.01   Deferral   of   Options   and   Stock   Appreciation    Rights.
Notwithstanding  any other  provision of this Plan, any Optionee 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 recognition of ordinary  income  resulting from the exercise of any
Non-Qualified Option not transferred under the provisions of Section 8.05 hereof
and of any Stock Appreciation Rights.


                                       11

<PAGE>
         13.02 Timing of  Election.  The  election to defer the  recognition  of
ordinary income resulting from the exercise of any eligible Non-Qualified Option
or Stock  Appreciation  Right must be made at least six (6) months  prior to the
date such Option or Stock  Appreciation Right is exercised or at such other time
as the Committee  may specify.  Deferrals of eligible  Non-Qualified  Options or
Stock  Appreciation  Rights  shall only be allowed for  exercises of Options and
Stock Appreciation  Rights that occur while the Participant is in active service
with the Corporation or one of its Subsidiary  Companies.  Any election to defer
the ordinary  income  resulting  from the exercise of an eligible  Non-Qualified
Option or Stock  Appreciation Right shall be irrevocable as long as the Optionee
remains an Employee or a Non-Employee  Director of the Corporation or one of its
Subsidiary Companies.

                                   ARTICLE XIV
                        EFFECTIVE DATE OF THE PLAN; TERM

         14.01 Effective Date of the Plan.  This Plan shall become  effective on
the Effective Date, and Awards may be granted hereunder no earlier than the date
that this Plan is approved by  stockholders of the Corporation and no later than
the termination of the Plan, provided that this Plan is approved by stockholders
of the Corporation pursuant to Article XV hereof.

         14.02  Term of the Plan.  Unless  sooner  terminated,  this Plan  shall
remain in effect for a period of ten (10) years ending on the tenth  anniversary
of the adoption of this Plan by the Board of  Directors,  which date of adoption
was July  28,  1999.  Termination  of the  Plan  shall  not  affect  any  Awards
previously  granted and such Awards  shall remain valid and in effect until they
have been fully exercised or earned, are surrendered or by their terms expire or
are forfeited.

                                   ARTICLE XV
                              STOCKHOLDER APPROVAL

         The Corporation  shall submit this Plan to stockholders for approval at
a meeting of  stockholders  of the  Corporation  held within  twelve (12) months
following  the  Effective  Date in order to meet the  requirements  of  Sections
162(m) and 422 of the Code and regulations thereunder,  and any other applicable
statutory, regulatory or stock market requirements.


                                   ARTICLE XVI
                                  MISCELLANEOUS

         16.01  Governing  Law. To the extent not governed by federal law,  this
Plan shall be construed under the laws of the State of Louisiana.

         16.02  Pronouns.  Wherever  appropriate,  the  masculine  pronoun shall
include the feminine pronoun, and the singular shall include the plural.

                                       12

<PAGE>