EXHIBIT 10.2
                                                                 ------------
                              RIVOLI BANK & TRUST

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

     THIS INCENTIVE STOCK OPTION AGREEMENT (this "Option Agreement") is made
and entered into as of this ___ day of ________, ____, by and between RIVOLI
BANK & TRUST (the "Bank") and __________________ ("Employee").

                             W I T N E S S E T H:
                             - - - - - - - - - -

     WHEREAS, the Board of Directors of the Bank has adopted that certain
1998 Stock Option Plan (the "Plan"), a copy of which is attached hereto as
EXHIBIT "A" and incorporated herein by reference.  Pursuant to the terms of
the Plan, the Board of Directors has selected Employee to participate in the
Plan and desires to grant to Employee an incentive stock option (the
"Option") to purchase shares of the Bank's authorized $5.00 par value common
stock ("Stock"), subject to the terms and conditions hereinafter set forth;

     NOW, THEREFORE, in consideration of the mutual promises, agreements and
covenants contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

                       1.  INCORPORATION OF PROVISIONS

     This Option Agreement is subject to and is to be construed in all
respects in a manner which is consistent with the terms of the Plan, the
provisions of which are hereby incorporated by reference into this Option
Agreement.  Unless specifically provided otherwise, all terms used in this
Option Agreement shall have the same meaning as in the Plan.

                            2.  GRANT OF OPTION

     Subject to the further terms and conditions of this Option Agreement,
Employee is hereby granted the Option to purchase _____ shares of Stock,
effective as of the date first written above.  The Option is intended to be
an Incentive Stock Option as provided in Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code").

                       3.  FAIR MARKET VALUE OF STOCK

     The Board of Directors has determined, in good faith and in its best
judgment, that the fair market value per share of Stock as of the date the
Option is granted is $_____.

                              4.  OPTION PRICE

     The Board of Directors has determined that the price for each share of
Stock purchased under this Option Agreement shall be $_____.


                           5.  EXPIRATION OF OPTIONS

     The Option to acquire Stock pursuant to this Option Agreement shall
expire (to the extent not previously fully exercised) upon the first to occur
of the following:

          (a) ________________ (the tenth anniversary of the date of grant
of the Option);

          (b) The date which is one day prior to the date upon which
Employee ceases to be employed by the Bank, or a Subsidiary, otherwise than
as a result of Employee's death or permanent and total disability or
retirement;

          (c) The date which is the first anniversary of the date upon
which Employee ceases to be employed by the Bank, or a Subsidiary, by reason
of Employee's death or permanent and total disability; or

          (d) Ninety (90) days from the date upon which Employee ceases
her employment with the Bank, or a Subsidiary, by reason of retirement, with
respect to any portion of the Option which was otherwise exercisable on the
date Employee ceases employment.  Any portion of the Option which was not
exercisable on the date Employee ceases employment by reason of retirement
shall become immediately exercisable for a period of ninety (90) days from
the date Employee ceases her employment.

                           6.  EXERCISE OF OPTION

     Unless the Option hereunder shall earlier lapse or expire pursuant to
Section 5 hereof, the Option to acquire an aggregate of _____ shares may be
first exercised on the dates and with respect to the aggregate number of
shares subject to this Option Agreement as follows:

          (a) On ________________, _____ shares;

          (b) On ________________, an additional _____ shares;

          (c) On ________________, an additional _____ shares;

          (d) On ________________, an additional _____ shares; and

          (e) On ________________, an additional _____ shares.

     To the extent the Option becomes exercisable in accordance with the
foregoing, Employee may exercise the Option, in whole or in part from time to
time.  The Option exercise price shall be paid by Employee in cash.

                          7.  MANNER OF EXERCISE

     The Option may be exercised by written notice to the Bank specifying the
number of shares to be purchased and signed by Employee or such other person
who may be entitled to acquire stock under this Option Agreement.  If any
such notice is signed by a person other than Employee, such person shall also
provide such other information and documentation as the Board of Directors
may reasonably require to assure that such person is entitled to acquire
Stock under the terms of the Plan and this Option Agreement.

                      8.  RESTRICTIONS ON TRANSFERABILITY

     The Option granted hereunder shall not be assignable or transferable by
Employee otherwise than by will or by the laws of descent and distribution,
and such Option shall be exercisable during Employee's lifetime only by
Employee.

                     9.  REORGANIZATION AND RECAPITALIZATION

     In the event that dividends are payable in Stock of the Bank or in the
event there are splits, subdivisions or combinations of shares of Stock of
the Bank, the number of shares deliverable upon the exercise thereafter of
the Option shall be increased or decreased proportionately, as the case may
be, without change in the aggregate purchase price.

     In case the Bank is merged or consolidated with another corporation and
the Bank is not the surviving corporation, or in case the property or stock
of the Bank is acquired by another corporation, or in case of a separation,
reorganization, recapitalization or liquidation of the Bank, the Board of
Directors of the Bank, or the Board of Directors of any corporation assuming
the obligations of the Bank hereunder, shall either (i) make appropriate
provision for the protection of any outstanding Options by the substitution
on an equitable basis of appropriate stock of the Bank, or of the merged,
consolidated or otherwise reorganized corporation which will be issuable in
respect to the shares of Stock of the Bank, provided only that the excess of
the aggregate fair market value of the shares subject to option immediately
after such substitution over the purchase price thereof is not more than the
excess of the aggregate fair market value of the shares subject to option
immediately before such substitution over the purchase price thereof or
(ii) upon written notice to the optionee provide that the Option (including,
in the discretion of the Board of Directors, any portion of such Option which
is not then exercisable) must be exercised within sixty (60) days of the date
of such notice or it will be terminated.

     IN WITNESS WHEREOF, the Bank has caused this Option Agreement to be
executed by a member of the Board of Directors or a duly authorized officer
of the Bank, and Employee has executed this Option Agreement as of the date
first written above.

                                     RIVOLI BANK & TRUST


                                     By:_____________________________________

                                     Title:__________________________________


                                     "EMPLOYEE"


                                      _______________________________________