APPENDIX B


                        FIRST ALLEN PARISH BANCORP, INC.

                         RECOGNITION AND RETENTION PLAN


1.       Plan Purpose.

         The purpose of the Plan is to promote the  long-term  interests  of the
Corporation  and its  stockholders  by  providing  a means  for  attracting  and
retaining directors,  advisory directors and officers of the Corporation and its
Affiliates.

2.       Definitions.

         The following definitions are applicable to the Plan:

         "Award" - means the grant by the  Committee  of  Restricted  Stock,  as
provided in the Plan.

         "Affiliate"   -  means  any   "parent   corporation"   or   "subsidiary
corporation" of the Corporation, as such terms are defined in Section 424(e) and
(f), respectively, of the Code.

         "Bank" - means  First  Federal  Savings and Loan  Association  of Allen
Parish, a capital stock savings institution and its predecessors and successors.

         "Board" or "Board of  Directors"  - means the board of directors of the
Corporation or its Affiliate, as applicable.

         "Change in  Control" of the Bank or the  Corporation  means a change in
control of a nature  that:  (I) would be  required to be reported in response to
Item 1(a) of the current  report on Form 8-K,  as in effect on the date  hereof,
pursuant  to Section  13 or 15(d) of the  Securities  Exchange  Act of 1934 (the
"Exchange  Act");  or (ii)  results  in a Change in  Control  of the Bank or the
Corporation  within the  meaning of the Bank  Holding  Company  Act of 1956,  as
amended ("BHCA"), and applicable rules and regulations  promulgated  thereunder,
as in effect at the time of the Change in Control;  or (iii) without  limitation
such a Change in Control  shall be deemed to have  occurred  at such time as (a)
any  "person"  (as the 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  25%  or  more  of  the  combined  voting  power  of  Corporation's
outstanding  securities  except  for  any  securities  purchased  by the  Bank's
employee stock  ownership plan or trust;  or (b)  individuals who constitute the
Board on the date  hereof  (the  "Incumbent  Board")  cease  for any  reason  to
constitute at least a majority thereof, provided,  however, that this subsection
(b) shall not apply if the Incumbent  Board is replaced by the  appointment by a
Federal  banking agency of a conservator or receiver for the Bank and,  provided
further that any person becoming a director  subsequent to the date hereof whose
election  was  approved  by a vote  of at  least  two-thirds  of  the  directors
comprising  the  Incumbent  Board,  or  whose  nomination  for  election  by the
Corporation's stockholders was approved by the same nominating committee serving
under an Incumbent Board, shall be, for purposes of this clause (b),  considered
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as  though  he  were  a  member  of  the  Incumbent  Board;  or  (c) a  plan  of
reorganization,  merger,  consolidation,  sale of all or  substantially  all the
assets of the Bank or the  Corporation or similar  transaction in which the Bank
or Corporation is not the surviving institution occurs; or (d) a proxy statement
soliciting  proxies from stockholders of the Corporation,  by someone other than
the current  management of the Corporation,  seeking  stockholder  approval of a
plan of  reorganization,  merger or  consolidation of the Corporation or Bank or
similar  transaction  with one or more  corporations  as a result  of which  the
outstanding  shares  of the class of  securities  then  subject  to such plan or
transaction  are to be  exchanged  for or  converted  into cash or  property  or
securities  not issued by the Bank or Corporation  shall be distributed  and the
requisite  number of proxies  approving such plan of  reorganization,  merger or
consolidation of the Corporation or Bank are received and voted in favor of such
transactions;  or (e) a tender offer is made for 25% or more of the  outstanding
securities of the Bank or Corporation and the shareholders  owning  beneficially
or of  record  25% or  more  of  the  outstanding  securities  of  the  Bank  or
Corporation  have  tendered  or offered to sell their  shares  pursuant  to such
tender offer and such tendered shares have been accepted by the tender offeror.

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

         "Committee" - means the Committee referred to in Section 6 hereof.

         "Continuous  Service"  -  means  the  absence  of any  interruption  or
termination  of service as a director,  advisory  director,  director  emeritus,
officer or employee of the  Corporation or any  Affiliate.  Service shall not be
considered  interrupted  in the case of sick leave,  military leave or any other
leave of absence  approved by the Corporation or any Affiliate or in the case of
transfers   between  payroll   locations  of  the  Corporation  or  between  the
Corporation,  its  subsidiaries  or its successor.  With respect to any advisory
director or director  emeritus,  continuous  service shall mean  availability to
perform such functions as may be required of such persons.

         "Corporation"  - means First Allen  Parish  Bancorp,  Inc.,  a Delaware
corporation.

         "Disability"  - means the  permanent  and total  inability by reason of
mental or  physical  infirmity,  or both,  of an  employee  to perform  the work
customarily assigned to him. Additionally, a medical doctor selected or approved
by the Board  must  advise  the  committee  that it is either  not  possible  to
determine  whether such  Disability  will terminate or that it appears  probable
that  such   Disability   will  be  permanent   during  the  remainder  of  said
Participant's lifetime.

         "ERISA" - means the Employee Retirement Income Security Act of 1974, as
amended.

         "Non-Employee  Director" - means a director  who (a) is not employed by
the  Company or an  Affiliate;  (b) does not  receive  compensation  directly or
indirectly as a consultant (or in any other capacity than as a director) greater
than  $60,000;  (c)  does  not  have  an  interest  in a  transaction  requiring
disclosure  under Item  404(a) of  Regulation  S-K;  or (d) is not  engaged in a
business  relationship for which  disclosure would be required  pursuant to Item
404(b) of Regulation S-K.

         "Normal Retirement" means retirement after reaching 65 years of age.
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         "Outside  Director"  -  means  a  director  of  the  Corporation  or an
Affiliate who is not an employee of the Corporation or an Affiliate.

         "Participant"  -  means  any  director,   advisory  director,  director
emeritus,  officer  or  employee  of the  Corporation  or any  Affiliate  who is
selected by the Committee to receive an Award.

         "Plan" - means the Recognition and Retention Plan of the Corporation.

         "Restricted  Period"  -  means  the  period  of  time  selected  by the
Committee for the purpose of determining  when  restrictions are in effect under
Section 3 hereof with respect to Restricted Stock awarded under the Plan.

         "Restricted Stock" - means Shares which have been contingently  awarded
to a Participant  by the Committee  subject to the  restrictions  referred to in
Section 3 hereof, so long as such restrictions are in effect.

         "Shares" - means the common  stock,  par value $0.01 per share,  of the
Corporation.

3.       Terms and Conditions of Restricted Stock.

          The Committee shall have full and complete  authority,  subject to the
limitations of the Plan, to grant awards of Restricted Stock and, in addition to
the terms and conditions contained in paragraphs (a) through (f) of this Section
3, to provide such other terms and conditions (which need not be identical among
Participants)  in  respect  of such  Awards,  and the  vesting  thereof,  as the
Committee shall determine.

         (a)      At the time of an award of  Restricted  Stock,  the  Committee
                  shall  establish  for each  Participant  a  Restricted  Period
                  during which or at the  expiration of which,  as the Committee
                  shall  determine and provide in the  agreement  referred to in
                  paragraph  (d) of  this  Section  3,  the  Shares  awarded  as
                  Restricted  Stock  shall  vest,  and subject to any such other
                  terms and conditions as the Committee shall provide, shares of
                  Restricted  Stock  may  not be  sold,  assigned,  transferred,
                  pledged,  voted or otherwise  encumbered  by the  Participant,
                  except as hereinafter provided,  during the Restricted Period.
                  Except for such  restrictions,  and subject to paragraphs  (c)
                  and  (e)  of  this  Section  3  and  Section  4  hereof,   the
                  Participant  as owner of such shares shall have all the rights
                  of a stockholder.  The Committee shall have the authority,  in
                  its discretion,  to accelerate the time at which any or all of
                  the  restrictions  shall  lapse with  respect  thereto,  or to
                  remove  any or  all  of  such  restrictions,  whenever  it may
                  determine that such action is appropriate by reason of changes
                  in  applicable  tax or  other  laws or  other  changes  in cir
                  cumstances occurring after the commencement of such Restricted
                  Period.
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         (b)      If a Participant ceases to maintain Continuous Service for any
                  reason (other than death,  Disability,  Normal Retirement,  or
                  following a Change in Control), all Shares of Restricted Stock
                  awarded  to such  Participant  and  which  at the time of such
                  termination   of   Continuous   Service  are  subject  to  the
                  restrictions  imposed by paragraph (a) of this Section 3 shall
                  upon such  termination of Continuous  Service be forfeited and
                  returned  to  the  Corporation.  If a  Participant  ceases  to
                  maintain  Continuous  Service by reason of death,  Disability,
                  Normal   Retirement,   or   following  a  Change  in  Control,
                  Restricted Stock then still subject to restrictions imposed by
                  paragraph  (a)  of  this  Section  3 will  be  free  of  those
                  restrictions and shall be immediately vested.

         (c)      Each  certificate  in  respect of Shares of  Restricted  Stock
                  awarded  under the Plan shall be registered in the name of the
                  Participant  or in the  name  of the  Plan  on  behalf  of the
                  Participant and deposited by the Participant,  together with a
                  stock power endorsed in blank,  with the Corporation and shall
                  bear the following (or a similar) legend:

                  "The  transferability  of this  certificate  and the shares of
                  stock  represented   hereby  are  subject  to  the  terms  and
                  conditions (including forfeiture) contained in the Recognition
                  and Retention Plan of First Allen Parish Bancorp,  Inc. Copies
                  of such  Plan are on file in the  office of the  Secretary  of
                  First  Allen  Parish  Bancorp,  Inc.,  222 South 10th  Street,
                  Oakdale, Louisiana 71463."

         (d)      At the time of any Award, the Participant  shall enter into an
                  agreement  with the  Corporation  in a form  specified  by the
                  Committee,  agreeing to the terms and  conditions of the Award
                  and  such  other  matters  as  the  Committee,   in  its  sole
                  discretion,    shall   determine   (the   "Restricted    Stock
                  Agreement").

         (e)      After an Award has been granted but before such Award has been
                  earned,  the Participant shall receive any cash dividends paid
                  with  respect to such  shares,  or shall share in any pro-rata
                  return of  capital  to all  shareholders  with  respect to the
                  Common Stock.  Stock dividends declared by the Corporation and
                  paid on Awards that have not yet been earned  shall be subject
                  to the  same  restrictions  as the  Restricted  Stock  and the
                  certificate(s) or other instruments representing or evidencing
                  such  shares  shall be  legended  in the  manner  provided  in
                  paragraph  3(c) and shall be delivered to the Escrow Agent for
                  distribution to the Participant when the Restricted Stock upon
                  which  such  dividends  were  paid  are  earned.   Unless  the
                  Participant  has made an election  under  Section 83(b) of the
                  Code,  cash  dividends or other amounts so paid on shares that
                  have not yet been earned by the  Participant  shall be treated
                  as  compensation  income  to the  Participant  when  paid.  If
                  dividends are paid with respect to shares of Restricted  Stock
                  under the Plan that have been issued but not awarded,  or that
                  have been  forfeited and returned to the  Corporation  or to a
                  trust  established  to hold issued and  unawarded or forfeited
<PAGE>
                  shares, the Committee can determine to award such dividends to
                  any Participant or  Participants  under the Plan, to any other
                  employee or director of the  Corporation  or the Bank,  or can
                  return such dividends to the Corporation.

         (f)      After  an  Award  has  been  granted,   the   Participant   as
                  conditional owner of the Restricted Stock shall have the right
                  to vote such shares.

         (g)      At the expiration of the restrictions imposed by paragraph (a)
                  of this  Section 3, the  Corporation  shall  redeliver  to the
                  Participant (or where the relevant  provision of paragraph (b)
                  of  this   Section  3  applies  in  the  case  of  a  deceased
                  Participant, to his legal representative, beneficiary or heir)
                  the  certificate(s) and stock power deposited with it pursuant
                  to paragraph (c) of this Section 3 and the Shares  represented
                  by such  certificate(s)  shall  be  free  of the  restrictions
                  referred to in paragraph (a) of this Section 3.

4.       Adjustments Upon Changes in Capitalization.

         In the event of any change in the outstanding  Shares subsequent to the
effective  date of the Plan by reason of any  reorganization,  recapitalization,
stock split,  stock dividend,  combination or exchange of shares, or any merger,
consolidation  or any  change  in  the  corporate  structure  or  Shares  of the
Corporation, without receipt or payment of consideration of the Corporation, the
maximum  aggregate  number and class of shares as to which Awards may be granted
under the Plan and the number and class of shares with  respect to which  Awards
theretofore have been granted under the Plan shall be appropriately  adjusted by
the Committee,  whose determination shall be conclusive.  Any shares of stock or
other securities received, as a result of any of the foregoing, by a Participant
with respect to Restricted  Stock shall be subject to the same  restrictions and
the  certificate(s) or other instruments  representing or evidencing such shares
or securities shall be legended and deposited with the Corporation in the manner
provided in Section 3 hereof.

5.       Assignments and Transfers.

          No Award nor any right or interest of a Participant  under the Plan in
any instrument  evidencing any Award under the Plan may be assigned,  encumbered
or transferred  except,  in the event of the death of a Participant,  by will or
the laws of descent and  distribution or pursuant to a domestic  relations order
as defined in the Code or Title I of ERISA or the rules thereunder.

6.       Administration.

         The Plan shall be administered  by a Committee of the Board  consisting
of either (i) at least two Non-Employee  Directors of the  Corporation,  or (ii)
the entire Board of the Corporation. Except as limited by the express provisions
of  the  Plan,  the  Committee  shall  have  sole  and  complete  authority  and
discretion,  to (i) select  Participants  and grant Awards;  (ii)  determine the
number of  shares to be  subject  to types of  Awards  generally,  as well as to
individual  Awards  granted  under  the  Plan;  (iii)  determine  the  terms and
conditions upon which Awards shall be granted under the Plan; (iv) prescribe the
form and terms of  instruments  evidencing  such grants;  and (v) establish from
time to time regulations for the administration of the Plan, interpret the Plan,
and make all determinations deemed necessary or advisable for the administration
of the Plan.
<PAGE>
         A majority of the Committee shall constitute a quorum,  and the acts of
a majority of the  members  present at any meeting at which a quorum is present,
or acts  approved in writing by a majority of the  Committee  without a meeting,
shall be acts of the Committee.

7.       Shares Subject to Plan.

         Subject to adjustment by the operation of Section 4 hereof, the maximum
number of Shares  with  respect  to which  Awards  may be made under the Plan is
10,580.  The shares with  respect to which Awards may be made under the Plan may
be either authorized and unissued shares or issued shares reacquired and held as
treasury  shares.  An Award shall not be  considered to have been made under the
Plan with respect to  Restricted  Stock which is forfeited and new Awards may be
granted  under the Plan with  respect  to the  number of Shares as to which such
forfeiture has occurred.

8.       Employee Rights Under the Plan.

         No director, officer or employee shall have a right to be selected as a
Participant nor, having been so selected,  to be selected again as a Participant
and no director, officer, employee or other person shall have any claim or right
to be granted an Award  under the Plan or under any other  incentive  or similar
plan of the Corporation or any Affiliate.  Neither the Plan nor any action taken
thereunder shall be construed as giving any employee any right to be retained in
the employ of the Corporation, the Bank or any Affiliate.

9.       Withholding Tax.

         Upon the  termination  of the  Restricted  Period  with  respect to any
shares  of  Restricted  Stock  (or at any such  earlier  time,  if any,  that an
election is made by the  Participant  under  Section  83(b) of the Code,  or any
successor  provision  thereto,  to include  the value of such  shares in taxable
income),  the  Corporation  may withhold from any payment or  distribution  made
under  this  Plan  sufficient  Shares  or may  withhold  or  cause to be paid by
Participant  sufficient cash to cover any applicable  withholding and employment
taxes.  The  Corporation  shall have the right to deduct from all dividends paid
with  respect to shares of  Restricted  Stock the amount of any taxes  which the
Corporation is required to withhold with respect to such dividend  payments.  No
discretion or choice shall be conferred upon any Participant with respect to the
form, timing or method of any such tax withholding.

10.      Amendment or Termination.

         The  Board of  Directors  of the  Corporation  may  amend,  suspend  or
terminate the Plan or any portion thereof at any time, provided,  however,  that
no such  amendment,  suspension  or  termination  shall impair the rights of any
Participant,  without his consent, in any Award theretofore made pursuant to the
Plan. Any amendment or  modification  of the Plan or an outstanding  Award under
the Plan,  including  but not  limited  to the  acceleration  of  vesting  of an
outstanding Award for reasons other than death,  Disability,  Normal Retirement,
or termination following a Change in Control, shall be approved by the Committee
or the full Board of the Corporation.

11.      Term of Plan.

         The Plan shall become  effective upon its  ratification by stockholders
of the  Corporation.  It shall  continue in effect  until the earlier of (i) ten
years unless  sooner  terminated  under  Section 10 hereof,  or (ii) the date on
which all shares of common stock  available for award  hereunder  have vested in
the recipients of such Awards.