EXHIBIT 13
<PAGE>

                                      1998
                                  ANNUAL REPORT



                                  TECHE HOLDING
                                     COMPANY
                               FRANKLIN, LOUISIANA

<PAGE>


Teche Holding Company           New Iberia               Breaux Bridge
211 Willow Street               529 N. Lewis             601 E. Bridge St.
Franklin, LA 70538              New Iberia, LA 70560     Breaux Bridge, LA 70517
                                (318)364-5528            (318)332-2149
Teche Federal Savings Bank
211 Willow Street               New Iberia               Houma
Franklin, LA 70538              142 W. St. Peter St.     706 Barrow
Telephone: (318)828-3212        New Iberia, LA 70560     Houma, LA 70360
LA WATS (800)256-1500           (318)364-5145            (504)868-8766
FAX (318)828-0110               
Call Center (800)897-0315       Lafayette                Houma
                                Downtown                 1983 Prospect Street
                                1001 Johnston            Houma, LA 70363
                                Lafayette, LA 70501      (504)857-9990
                                (318)232-6463
Morgan City                                              Houma
1001 7th St.                    Lafayette                Winn Dixie Market Place
Morgan City, LA 70380           2306 W. Pinhook          1218 St. Charles
(504)384-0653                   Lafayette, LA 70508      Houma, LA 70360
                                (318)232-3419            (504)873-5799

Bayou Vista                     Lafayette                Thibodaux
206 Arlington                   Marketing/Auditing       Winn Dixie Market Place
Bayou Vista, LA 70380           606 Lee Avenue           375 North Canal Blvd
(504)395-5244                   Lafayette, LA 70501      Thibodaux, LA 70302
                                (318)237-8066            (504)446-6707


Table of Contents
                                                                        Page

President's Message ......................................................1

Selected Financial Information ...........................................2

Business of The Company & Business of the Bank ...........................3

Market and Dividend Information ..........................................3

Management's Discussion and Analysis of Financial
Condition and Results of Operations ......................................4

Independent Auditors' Report ............................................11

Consolidated Balance Sheets .............................................12

Consolidated Statements of Income .......................................13

Consolidated Statements of Stockholders' Equity .........................14

Consolidated Statements of Cash Flows ...................................15

Notes to Consolidated Financial Statements ..............................17

Directors and Officers ..................................................31

General Information .....................................................31

<PAGE>


                                 TECHE HOLDING
                                     COMPANY

President's Message
--------------------------------------------------------------------------------


Dear Fellow Shareholders,

        1998  was an  eventful  and  rewarding  year.  We  look  forward  to the
opportunities  and  challenges  ahead  while  continuing  to build value for our
stockholders and serve our local communities and customers.

        The  continued  consolidation  of the  banking  industry in our area has
created  opportunities for independent  locally owned institutions such as Teche
as customers seek more individual attention.

        During  1998,  the number of checking  accounts,  balances  and the fees
associated  with  them have  continued  to grow.  This  growth  has  contributed
significantly  to the bottom line in terms of noninterest  income as well as net
interest margin. We plan to continue our growth in these areas through continued
marketing and additional locations to serve customers.

        During  1998 we opened  three new  offices  in the  LaFourche/Terrebonne
area,  including  our first two  supermarket  branches  and our first  office in
LaFourche  Parish.  Furthermore,  we believe  the new Teche  office on  Prospect
Boulevard in Houma will provide a higher level of convenience with three offices
throughout Houma.

        Simultaneously,  we have begun  construction on our new Broadmoor branch
on Johnston Street in Lafayette.  We expect this branch to be open in the spring
of 1999. The Franklin  branch should be complete by the end of 1999, and the new
operations and administrative  center should be complete in 2000. On the lending
side,  our home equity loan program was  successful  in 1998 and is an important
part of our plans going forward.

        Over the last four years our  annualized  growth has been  approximately
11%.  While we showed little growth during 1998, we will continue to seek growth
in consumer loans, core deposits, net interest margin and noninterest income.

        We have been working  diligently  with our data  processor  FiServ to be
sure that the Year 2000  concerns  are taken in  stride.  While  there can be no
assurances  at this time,  we fully  anticipate  that  January 1, 2000 will be a
non-event for our internal operations.

        We  thank  you  for  the  confidence  you  have  placed  in  Teche  as a
shareholder.  Despite  the  current  market  difficulties,  we  continue to post
consistent  earnings and  dividends.  We will continue to identify ways to serve
customers and reward shareholders

        Wishing you a Merry Christmas and a prosperous New Year!


                                             Sincerely,



                                             /s/ Patrick O. Little
                                             -----------------------------------
                                             Patrick O. Little

<PAGE>


SELECTED FINANCIAL AND OTHER DATA (dollars in thousands)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                      At or for the Year Ended September 30,
                                                    -----------------------------------------------------------------------
                                                       1998            1997            1996           1995           1994

<S>                                                   <C>            <C>             <C>            <C>            <C>     
Assets                                                $408,823       $404,097        $379,590       $323,852       $284,570
Loans Receivable, Net                                  345,172        346,875         316,216        257,869        233,554
Securities-Available for Sale                           36,769         37,854          44,496          5,413         19,866
Securities-Held to Maturity                                 --             --              --         44,209         16,210
Cash and cash equivalents                               10,680          5,868           7,072          6,400          6,604
Savings Deposits                                       279,265        280,302         254,723        233,805        236,736
FHLB Advances                                           67,721         65,398          66,900         24,200         23,800
Stockholders' Equity                                    52,527         54,359          52,282         61,908         20,963

Summary of Operations
Interest Income                                       $ 30,357       $ 29,788        $ 26,591       $ 23,380       $ 20,770
Interest Expense                                        16,712         16,681          14,003         12,053          9,708
                                                       -------       --------        --------       --------       --------
Net Interest Income                                     13,645         13,107          12,588         11,327         11,062
Provision for Loan Losses                                  180            240             300            360            577
                                                       -------       --------        --------       --------       --------
 Net Interest Income after
 provision for Loan Losses                              13,465         12,867          12,288         10,967         10,485
Non-Interest Income                                      3,475          2,590           1,852          1,029            844
SAIF Special Assessment                                                                 1,824
Non-Interest Expenses                                   11,198          9,867           8,616          6,405          5,414
                                                       -------       --------        --------       --------       --------
 Income Before Gains(Losses) on Sales of
 Securities and Income Taxes                             5,742          5,590           3,700          5,591          5,915
Gain (Loss)on Sale of Securities                           138            274              91           (819)            --
Income Tax Expense                                       2,067          1,997           1,270          1,635          1,970
                                                       -------       --------        --------       --------       --------
Net Income
   Actual                                             $  3,813       $  3,867        $  2,521       $  3,137       $  3,945
                                                       =======       ========        ========       ========       ========
   Before Special Assessment                                                         $  3,725
                                                                                     ======== 

Selected Financial Ratios
Ratio of Equity to Assets                                 12.8%          13.5%           13.8%          19.1%           7.4%
Book Value/Common Share                               $  16.97       $  15.81        $  14.76       $  14.63            N/A(1)
Dividends declared per Share                          $   0.50       $   0.50        $   0.50       $   0.25            N/A(1)
Basic Income per Common Share (2)
   Actual                                             $   1.23       $   1.26        $   0.70       $   0.46            N/A(1)
   Before SAIF Special Assessment                                                    $   1.03
Diluted income per common share (2)
   Actual                                             $   1.17       $   1.23        $   0.70       $   0.46            N/A(1)
   Before SAIF Special Assessment                                                    $   1.03
Annualized Return on Average Assets
   Actual                                                 0.94%          0.99%           0.72%          1.04%          1.51%
   Before SAIF Special Assessment                                                        1.07%
Annualized Return on Average Equity
   Actual                                                 6.79%          7.34%           4.29%          7.87%         20.19%
   Before SAIF Special Assessment                                                        6.33%
Net Interest Margin                                       3.45%          3.42%           3.68%          3.84%          4.35%
Other Non-Interest Exp/Avg Assets
   Actual                                                 2.75%          2.52%           3.00%          2.12%          2.07%
   Before SAIF Special Assessment                                                        2.48%
Other Non-Interest Inc/Average Assets                     0.85%          0.66%           0.53%          0.34%          0.32%
Non-Performing Loans/Loans (3)                            0.21%          0.32%           0.17%          0.26%          0.35%
Allowance for Loan Losses/Loans(3)                        1.01%          0.96%           1.00%          1.14%          1.18%
 Dividend Payout Ratio
   Actual                                                40.65%         39.68%          71.43%         54.35%           N/A(1)
   Before SAIF Special Assessment                                                       48.54%

</TABLE>

          (1)  There were no shares outstanding prior to April 17, 1995
          (2)  The income per share  amounts for the years ended  September  30,
               1997,  1996  and  1995  have  been   retroactively   restated  in
               connection with the Company's  adoption of FASB Statement No. 128
               in  the  year  ended  September  30,  1998.  See  Note  1 to  the
               consolidated financial statements.
          (3)  Total loans before allowance for loan losses


2
<PAGE>
Business of the Bank

Teche  Federal  Savings Bank (the "Bank")  attracts  savings  deposits  from the
general  public and uses such deposits  primarily to originate  loans secured by
first mortgages on owner-occupied, one- to four-family residences in its primary
market  area.  To a lesser  extent,  the Bank  purchases  loans  and  originates
residential  construction,  multi-family  and  commercial  real estate loans and
consumer loans, and invests in mortgage-backed and investment securities.

It is the Bank's intention, subject to the Board of Directors' fiduciary duties,
to remain an independent  community savings bank serving the local banking needs
of its primary market area,  which presently  includes nine full service offices
in the Louisiana Parishes of St. Mary, Iberia, Lafayette, St. Martin, Terrebonne
and  Lafourche.  Deposits at Teche  Federal are insured up to the maximum  legal
amount by the FDIC.

Business of the Company

Teche Holding  Company (the "Company") is a Louisiana  corporation  organized in
December  1994 at the direction of the Board of Directors of the Bank to acquire
all of the  capital  stock that the Bank  issued  upon its  conversion  from the
mutual to stock form of organization (the "Conversion").

Summary of Quarterly Operating Results

<TABLE>
<CAPTION>
                                                   1998                                       1997
                                  ---------------------------------------------------------------------------------
                                     First   Second     Third   Fourth         First    Second     Third    Fourth
                                                   (Amounts in thousands, except for per share data)
<S>                                <C>       <C>        <C>      <C>          <C>       <C>       <C>       <C>   
Interest Income                    $7,541    $7,595     $7,630   $7,591       $7,307    $7,332    $7,486    $7,663
Interest Expense                    4,285     4,160      4,120    4,147        4,078     4,068     4,199     4,336
Net interest Income                 3,256     3,435      3,510    3,444        3,229     3,264     3,287     3,327
Provision for Loan Losses              45        45         45       45           60        60        60        60
Income Before Income Taxes          1,404     1,517      1,592   $1,367        1,338     1,726     1,384     1,416
Net Income                            913       996      1,014      890          883     1,143       911       930
Basic income per common share        0.30      0.32       0.33     0.29         0.29      0.38      0.30      0.30
Diluted Income per common share      0.28      0.30       0.31     0.28         0.29      0.37      0.29      0.29
</TABLE>

Market and Dividend Information

Teche Holding Company's common stock trades on the American Stock Exchange under
the symbol "TSH". The following sets forth the high and low sale prices and cash
dividends declared for the common stock for the last two year period.

<TABLE>
<CAPTION>
                                                                                    Cash                                     
Quarter ended                     Sales Price             Period End Close   Dividend Declared      Date Declared
                             High           Low
<S>                        <C>            <C>                 <C>                  <C>             <C>  
December 31, 1996          $14.375        $13.000             $14.375               $0.125          December 17, 1996
March 31, 1997             $16.375        $14.375             $16.375               $0.125          February 19, 1997       
June 30, 1997              $19.375        $15.500             $19.000               $0.125          May 19, 1997
September 30, 1997         $20.625        $17.500             $20.625               $0.125          August 20, 1997     
December 31, 1997          $24.000        $20.000             $22.250               $0.125          November 17, 1997    
March 31, 1998             $22.875        $20.000             $22.750               $0.125          February 18, 1998
June 30, 1998              $22.375        $18.125             $19.625               $0.125          May 19, 1998
September 30, 1998         $20.000        $14.375             $15.125               $0.125          August 19, 1998             
</TABLE>

According  to the  records  of the  Company's  transfer  agent,  there  were 646
registered  stockholders  of record at  December  1, 1998.  This number does not
include any persons or entities who hold their stock in nominee or "street" name
through various brokerage firms.

The  Company's  ability to pay  dividends is  substantially  dependent  upon the
dividends it receives from the Bank. Under current regulations,  the Bank is not
permitted to pay  dividends if its  regulatory  capital would thereby be reduced
below (1) the amount then required for the  liquidation  account  established in
connection  with the Bank's  conversion  from mutual to stock  form,  or (2) the
regulatory  capital  requirements  imposed by the  Office of Thrift  Supervision
("OTS").  Capital distributions are also subject to certain limitations based on
the Bank's net income. See Notes 9, 18 and 19 of notes to Consolidated Financial
Statements.  The Bank's total capital at September 30, 1998 exceeded the amounts
of its liquidation account and regulatory capital requirements.

                                                                               3
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
--------------------------------------------------------------------------------

General

The  Private  Securities  Litigation  Reform act of 1995  contains  safe  harbor
provisions regarding forward-looking  statements.  When used in this discussion,
the words  "believe",  "anticipates",  "contemplates",  "expects",  and  similar
expressions are intended to identify forward-looking statements. Such statements
are subject to certain risks and uncertainties  which could cause actual results
to differ materially from those projected. Those risks and uncertainties include
changes in  interest  rate  risks  associated  with the  effect of  opening  new
branches,  the  ability to control  costs and  expenses,  and  general  economic
conditions.  Teche Holding Company  undertakes no obligation to publicly release
the results of any revisions to those forward  looking  statements  which may be
made to reflect events or circumstances  after the date hereof or to reflect the
occurrences of unanticipated events.

The Company's  consolidated  results of operation are primarily dependent on the
Bank's net interest income, or the difference between the interest income earned
on its loan,  mortgage-backed  securities and investment securities  portfolios,
and the interest expense paid on its savings deposits and other borrowings.  Net
interest income is affected not only by the difference between the yields earned
on   interest-earning   assets  and  the  costs  incurred  on   interest-bearing
liabilities,  but also by the relative amounts of such  interest-earning  assets
and interest-bearing liabilities.

Other components of net income include: provisions for losses on loans and other
assets;  noninterest income (primarily,  service charges on deposit accounts and
other fees, net rental income,  and gains and losses on investment  activities);
noninterest  expenses  (primarily,  compensation and employee benefits,  federal
insurance  premiums,  office occupancy  expense,  marketing expense and expenses
associated with foreclosed real estate) and income taxes.

Earnings  of the  Company  also  are  significantly  affected  by  economic  and
competitive  conditions,  particularly  changes in  interest  rates,  government
policies and regulations of regulatory authorities.

References to the "Bank" herein, unless the context requires otherwise, refer to
the Company on a consolidated basis.

Management Strategy

Management's  strategy has been to maximize earnings and  profitability  through
steady growth while maintaining  asset quality.  The Bank's lending strategy has
historically  focused on the  origination  of  traditional  one- to  four-family
mortgage  loans with the primary  emphasis on single  family  residences  in the
Bank's  primary  market  area.  This focus,  because  home  mortgage  lending is
typically  considered  to be one of the safer forms of  lending,  is designed to
reduce the risk of loss on the Bank's loan portfolio. However, the relative lack
of  diversification  in its loan  portfolio  structure  does increase the Bank's
portfolio  concentration  risk by making the value of the  portfolio  relatively
more  susceptible to declines in real estate values in its market area. The Bank
supplements its home lending  operations with the origination of home equity and
other  consumer  tyupes of loans,  and the  purchase of loans,  investments  and
mortgage-backed securities.

Asset and Liability Management

Interest Rate Sensitivity  Analysis.  Net interest income, the primary component
of the Bank's net income,  is derived from the  difference  between the yield on
interest-earning assets and the cost of interest-bearing  liabilities.  The Bank
has sought to manage its exposure to changes in interest rates by monitoring the
effective maturities or repricing characteristics of its interest-earning assets
and  interest-bearing  liabilities.  The  matching  of  the  Bank's  assets  and
liabilities  may be  analyzed  by  examining  the extent to which its assets and
liabilities  are interest rate sensitive and by monitoring the expected  effects
of interest rate changes on its net interest income and net portfolio value.

The ability to maximize net interest income is largely  dependent upon achieving
a positive  interest rate spread that can be sustained  during  fluctuations  in
prevailing interest rates. The Bank is exposed to interest rate risk as a result
of  the  difference  in  the  maturity  of   interest-bearing   liabilities  and
interest-earning assets and the volatility of interest rates. Since most deposit
accounts  react  more  quickly  to  market   interest  rate  movements  than  do
traditional mortgage loans because of their shorter terms to maturity, increases
in interest rates may have an adverse effect on the Bank's earnings. Conversely,
this same mismatch will generally  benefit the Bank's earnings during periods of
declining or stable interest rates.

4

<PAGE>

Teche Federal  attempts to manage its interest  rate exposure by shortening  the
maturities  of  its  interest-earning  assets  by  emphasizing  adjustable  rate
mortgages   ("ARMs"),   originating  shorter  term  loans  such  as  residential
construction  and  consumer  loans and the  investment  of excess  liquidity  in
purchased loans, adjustable rate mortgage-backed securities and other securities
with  relatively  short terms to maturity.  Furthermore,  Teche Federal works to
manage the interest rates it pays on deposits while maintaining a stable deposit
base and providing quality services to its customers.  In recent years, the Bank
has increased its short-term  borrowings while continuing to rely primarily upon
deposits as its source of funds.  At September  30, 1998,  the weighted  average
term to repricing of Teche  Federal's  ARM loan and  mortgage-backed  securities
portfolio was approximately 26 months. In contrast, $110.2 million of the Bank's
certificate  accounts and $71.5 million of the Bank's regular  deposit  accounts
(e.g. NOW, money market, savings) out of $279.3 million of total deposits mature
or  reprice  within  one  year  or  less.  Based  on past  experience,  however,
management  believes  that much of the Bank's  deposits will remain at the Bank.
Furthermore, the Bank has approximately $37.1 million in short-term advances and
$12.8 million in adjustable rate mortgage-backed securities.

Management  believes that it has adequate  capital to accept a certain degree of
interest rate risk. In accepting some interest rate risk, the Bank has been able
to increase its net interest  income in the low interest rate  environment  that
has existed  during  earlier  years.  Should  interest  rates  rise,  management
believes the Bank's capital position will enable it to withstand such a negative
impact on earnings while the Bank adds higher yielding assets.

Rate/Volume  Analysis.  The table below sets forth certain information regarding
changes in  interest  income and  interest  expense of the Bank for the  periods
indicated.  For each category of  interest-earning  assets and  interest-bearing
liabilities,  information is provided on changes  attributable to (i) changes in
volume (changes in average volume multiplied by old rate); (ii) changes in rates
(changes in rate  multiplied by old average  volume);  and (iii) the net change.
The changes  attributable  to the  combined  impact of volume and rate have been
allocated  proportionately  to the  changes due to volume and the changes due to
rate.

<TABLE>
<CAPTION>

                                                                       Year Ended September 30,
                                                        1998 vs 1997                               1997 vs 1996
                                            ------------------------------------------------------------------------------
                                                 Increase (Decrease) Due to                 Increase (Decrease) Due to
                                             Volume         Rate            Net        Volume          Rate           Net
                                            ------------------------------------------------------------------------------
                                                                        (Dollars in Thousands)
<S>                                         <C>            <C>            <C>         <C>            <C>          <C>  
Interest-earning assets:
   Securities(1)                              $ (87)         $(317)        $(404)       $ (636)        $ (21)       $ (657)
   Loans receivable, net                       1066           (137)          929         4,116          (277)        3,839
   Other interest-earning assets (2)            (23)            67            44           (14)           29            15
                                             ------          -----         -----        ------         -----        ------ 
Total Interest Earning Assets                   956           (387)          569         3,466          (269)        3,197
                                             ------          -----         -----        ------         -----        ------ 
Interest-bearing liabilities
   Deposits                                     185           (307)         (122)        1,085           290         1,375
FHLB advances                                   204            (51)          153         1,255            48         1,303
                                             ------          -----         -----        ------         -----        ------ 
Total interest-bearing liabilities              389           (358)           31         2,340           338         2,678
                                             ------          -----         -----        ------         -----        ------ 

Net change in net interest income             $ 567          $ (29)        $ 538        $1,126         $(607)       $  519   
                                             ======          =====         =====        ======         =====        ======

</TABLE>

(1)  Includes investment securities available for sale

(2)  Includes certificates of deposit and other interest-bearing accounts.

                                                                               5

<PAGE>


Average  Balance  Sheet.  The  following  table sets forth  certain  information
relating to the  Company's  actual and average  balance  sheet and  reflects the
actual and average  yield on assets and actual and average  cost of  liabilities
for the periods  indicated  and the actual and average  yields  earned and rates
paid.  Such yields and costs are  derived by dividing  income or expenses by the
average  balance  of  assets  or  liabilities,  respectively,  for  the  periods
presented. Average balances are derived from month-end balances. Management does
not believe that the use of month-end balances instead of daily average balances
has caused any material differences in the information presented.

<TABLE>
<CAPTION>

                                                                    Year Ended September 30,
                                 ------------------------------------------------------------------------------------------
                                               1998                           1997                           1996
                                 ------------------------------------------------------------------------------------------
                                                       Average                        Average                       Average
                                  Average              Yield/    Average              Yield/    Average             Yield/
                                  Balance    Interest   Cost     Balance   Interest    Cost     Balance   Interest   Cost
                                                                     (Dollars in Thousands)
<S>                               <C>        <C>       <C>      <C>        <C>        <C>     <C>         <C>       <C>  
Assets
 Interest Earning Assets
 Securities, Net (1)              $ 42,769    $ 2,682   6.27%    $ 44,038   $ 3,086    7.01%   $ 53,072    $ 3,743   7.05%
 Loans receivable (2)(3)           349,769     27,470   7.85%     336,509    26,541    7.89%    283,962     22,702   7.99%
  Other Interest-earning
  assets(4)                          2,475        205   8.28%       3,056       161    5.27%      4,724        146   3.09%
                                  --------    -------            --------   -------            --------    -------    
  Total interest-earning assets    395,013     30,357   7.69%     383,603    29,788    7.77%    341,758     26,591   7.78%
                                              =======                       =======                        =======             
 Non-interest earning assets        12,436                          8,464                         6,543
                                  --------                       --------                      --------               
Total assets                      $407,449                       $392,067                      $348,301
                                  ========                       ========                      ========
Liabilities and Equity
 Interest-bearing Liabilities
 NOW accounts                     $ 22,545    $   397   1.76%    $ 20,244   $   357    1.76%   $ 20,347     $  320   1.57%
 Statement & regular
  savings accounts                  25,861        663   2.56%      25,160       655    2.60%     25,815        708   2.74%
 Money funds accounts                9,342        343   3.67%       9,696       346    3.57%     10,615        391   3.68%
 Certificates of Deposit           207,722     11,509   5.54%     206,273    11,676    5.66%    182,518     10,240   5.61%
                                  --------    -------            --------   -------            --------    -------    
  Total Deposits                   265,470     12,912   4.86%     261,373    13,034    4.99%    239,295     11,659   4.87%
 FHLB advances                      68,306      3,800   5.56%      64,685     3,647    5.64%     42,405      2,344   5.53%
                                  --------    -------            --------   -------            --------    -------    
 Total interest-bearing
  liabilities                      333,776     16,712   5.01%     326,058    16,681    5.12%    281,700     14,003   4.97%
                                  ========    =======            ========   =======            ========    =======
 Non-interest-bearing
  liabilities                       17,488                         13,351                                    7,801
                                  --------                       --------                                  -------    
Total liabilities                  351,264                        339,409                                  289,501
Stockholders' Equity                56,185                         52,658                                   58,800
                                  --------                       --------                                  -------    
Total liabilities and
 Stockholders' Equity             $407,449                       $392,067                                 $348,301
                                  ========                       ========                                 ========
 Net interest income/interest
 rate spread (5)                              $13,645   2.68%                                             $ 12,588   2.81%
                                              =======                                                     ========         
 Net interest margin (6)                                3.45%                          3.42%                         3.68%
 Interest-earning assets/
 Interest bearing liabilities                         118.35%                        117.65%                       121.32%

</TABLE>

(1)  Includes  securities  available  for sale  and  unamortized  discounts  and
     premiums and FHLB stock
(2)  Amount  is  net  of  deferred  loan  fees,  loan  discounts  and  premiums,
     loans-in-process  and allowance  for loan losses and includes  non-accruing
     loans.
(3)  Interest  income  includes  loan  fees of  approximately  $86,000  in 1998,
     $106,000 in 1997 and $87,000 in 1996.
(4)  Amount includes certificates of deposit and other interest-bearing deposits
(5)  Interest rate spread represents the difference between the yield on average
     interest-earning   assets   and  the  cost  of   average   interest-bearing
     liabilities
(6)  Net  interest  margin  represents  net interest  income  divided by average
     interest-earning assets.

6

<PAGE>


Changes in Financial Condition From September 30, 1997 to September 30, 1998

General.  Total  assets  increased $ 4.7 million,  or 1.2% to $408.8  million at
September  30, 1997 from $ 404.1  million at September  30, 1996, as a result of
continued  branch  expansion and the purchase of property for  construction of a
central operations center.

Loans Receivable, Net. The Bank's net loans receivable decreased $1.7 million or
0.4% to $345.2  million from $346.9  million at September 30, 1997 due primarily
to reduced loan volume and  repayments.  Of all real estate loans  originated in
fiscal 1998, 60% had adjustable rates.

Deposits.  The Bank's deposits,  after interest  credited,  remained  relatively
stable for the year,  decreasing  only $1 million or 0.4% to $ 279.3  million at
September 30, 1998 from $280.3  million at September  30, 1997  primarily due to
deposit withdrawals offset somewhat by interest credited.

Advances From FHLB. Advances from the Federal Home Loan Bank of Dallas increased
$2.3 million,  or 3.6% to $ 67.7 from $65.4 million at September 30, 1997 as the
Bank was able to fund loan growth from deposits and other sources.

Stockholders' Equity.  Stockholders' equity decreased $1.8 million, or 3.4% from
$54.4 million at September 30, 1997 to $52.5 million at September 30, 1997,  due
primarily to the  repurchase  of common  stock for the treasury  pursuant to the
Company's stock repurchase program.

Comparison of Operating  Results for Years ended  September  30, 1996,  1997 and
1998.

Analysis of Net Income

General.  The Bank  reported net income of $3.8  million,  $3.9 million and $2.5
million for fiscal 1998,  1997 and 1996.  The decrease of $54,000 or 1.4% during
fiscal 1998  compared  to fiscal 1997 was  primarily  due to  increased  net non
interest  expense.  The  increase of $1.3  million or 53.4%  during  fiscal 1997
compared to fiscal 1996 was primarily due to the one time special  assessment of
$1.8 million  ($1.2  million net of income  taxes) in fiscal 1996 as a result of
legislation   enacted  on  September  30,  1996  to  recapitalize   the  Savings
Association Insurance Fund ("SAIF"), which was not present in fiscal 1997.

Interest  Income.  Interest income amounted to $30.4 million,  $29.8 million and
$26.6  million  for the  years  ended  1998,  1997 and 1996,  respectively.  The
$569,000 or l.9% increase in fiscal 1998 was primarily due to increased  average
home  equity  balances,  offset  somewhat  by  decreased  yields  on  loans  and
securities.  The $3.2 million or 12.0% increase in fiscal 1997 was primarily due
to increased loans.

Interest  Expense.  Interest  expense  totaled $16.7 million,  $16.7 million and
$14.0 million for the years ended September  1998, 1997 and 1996,  respectively.
Interest expense remained  relatively stable with an increase in average deposit
balances somewhat offset by decreased rates paid on deposits.

Net  Interest  Income.  Net interest  income  amounted to $13.6  million,  $13.1
million and $12.6 million for the years ended September 30, 1998, 1997 and 1996.
The $0.5 million, or 4.1% increase in fiscal 1998 was primarily due to increased
average  home equity loan  balances.  The  increase of $0.5 million or 4.1% from
fiscal 1996 to fiscal 1997 was primarily due to increased  loan balances  during
the year despite a general  decline in the Bank's net  interest  rate spread and
margins during this period.

Provision for Loan Losses. The Bank provided $180,000,  $240,000 and $300,000 to
the reserve for loan losses for the years ended  September  30,  1998,  1997 and
1996, respectively.  The allowance for loan losses was $3,355,000 at 1997 fiscal
year end and  $3,515,000  at 1998 fiscal year end. The decrease in the provision
for  loan  losses  in  1997  as  compared  to 1996  resulted  from  management's
evaluation of the adequacy of the allowance for loan losses.

While the Bank  maintains its allowance for losses at a level which it considers
to be adequate to provide for potential  losses,  there can be no assurance that
further  additions will not be made to the loss  allowances and that such losses
will not exceed the  estimated  amounts.  See Note 1 to  Consolidated  Financial
Statements.

Non-Interest  Income.  Non-interest  income during the years ended September 30,
1998,  1997 and 1996 amounted to $3.48  million,  $2.59 million and $1.9 million
respectively.  The increases in both fiscal 1998 and fiscal 1997 were  primarily
due to increased fee income due to an increase in transaction accounts.

                                                                               7

<PAGE>

Non-Interest  Expense.  Absent the one-time  SAIF special  assessment  in fiscal
1996,  non-interest expense increased steadily over the three periods,  totaling
$11.2 million,  $9.9 million and $8.6 million  during the years ended  September
30, 1998,  1997 and 1996. The increases in both fiscal 1998 and 1997 were due to
continued   expansion  of  office  facilities,   increased  marketing  expenses,
increased investment in new technology and increased costs due to being a public
company and higher  compensation  expense,  including  the cost of stock benefit
plans  adopted in  connection  with the Bank's  mutual to stock  conversion  and
company growth. The principal  component of non-interest  expense,  compensation
and  employee  benefits,  increased  in  each of the  last  three  years.  Other
operating  expenses  increased from $1.4 million to $1.6 million to $1.7 million
for the years ended September 30, 1996, 1997 and 1998, respectively.

On January 1, 1996,  Teche became  subject to the  Louisiana  Shares Tax and the
Louisiana  Franchise Tax. This amounted to an expense of $541,000,  $493,000 and
$387,000 in the years ended September 30, 1998, 1997 and 1996, respectively.

Gain on Sale of  Securities.  In the years ended  September  30, 1998,  1997 and
1996,  gains  on the sale of  securities  amounted  to  $138,000,  $274,000  and
$91,000, respectively.

Income Tax Expense.  For the years ended  September 30, 1998, 1997 and 1996, the
Bank  incurred  income  tax  expense of $2.1,  $2.0  million  and $1.3  million,
respectively.  The varying  amounts were caused  primarily by the varied pre-tax
income of the Bank.

Year 2000.  The "year 2000" issue is a general term used to describe the various
problems  that may result from improper  processing of dates and  date-sensitive
calculations by computers, software, and other machinery. The problems generally
arise from the fact that most computers and software have historically used only
two digits to identify the year in a date,  often meaning that the computer will
not distinguish dates in the "2000's" from dates in the "1900's."

The following  discussion of the  implications  of the Year 2000 problem for the
Bank, contains numerous forward looking statements based on inherently uncertain
information.  The cost of the  project  and the date on which the Bank  plans to
complete  the  internal  Year  2000  modifications  are  based  on  management's
assumptions of future events  including the continued  availability  of internal
and external resources,  third party  modifications and other factors.  However,
there can be no  guarantee  that these  statements  will be achieved  and actual
results could differ. Moreover,  although management believes it will be able to
make the  necessary  modifications  in advance,  there can be no guarantee  that
failure to modify the systems  would not have a material  adverse  effect on the
Bank.

The Bank places a high degree of reliance on computer  systems of third parties,
such as customers, suppliers, and other financial and governmental institutions.
Although  the Bank is  assessing  the  readiness  of  these  third  parties  and
preparing contingency plans, there can be no guarantee that the failure of these
third  parties to modify their systems in advance of December 31, 1999 would not
have a material adverse affect on the Bank.

The Bank has a year 2000 committee that is addressing potential year 2000 issues
with its internal and external software and computer systems.  The committee has
assessed the Bank's  automated  systems and has contacted third party vendors to
provide appropriate  assurances regarding their ability to address any year 2000
issues.

Most of the critical  data  processing  of the Bank is provided by a third party
national service bureau. This service bureau began renovations to their software
applications  in the early  1990's to  address  year  2000  issues.  The Bank is
currently assisting the service bureau in its internal core system testing which
will  continue  through  December of 1998.  During the test period the Bank will
also test its internal systems  compatibility with that of the service bureau in
live data tests.

Total cost associated  with required  modifications  to existing  systems is not
expected to be material  to the  Company's  financial  position.  No  additional
outside  personnel  is  expected to be needed to resolve any Year 2000 issues at
this time.  The current  estimated  costs to replace some  hardware and software
systems  is  approximately  $210,000,  some of  which  will be  capitalized  and
depreciated over  approximately  three years. The Bank does not separately track
the  internal  costs  incurred  for  the  Year  2000  project,  such  costs  are
principally the related payroll costs.

The Bank has completed  contacting  all material  customers and  non-information
technology  suppliers  (i.e.  utility  systems,  telephone  systems and security
systems) regarding their Year 2000 state of readiness.

8

<PAGE>


The most likely worst case Year 2000 scenario is that data  processing  would be
temporarily  interrupted  (as much as 2 to 3 days) which would increase the time
necessary  to  service  customers  and may  prevent  some  customers  from being
serviced  until the problem is corrected.  The Bank believes that  completed and
planned  modifications to its internal systems will allow it to be ready for the
year 2000. However, factors outside of the Bank's control and unexpected service
bureau and other third party problems could impact the Bank's ability to process
data which could have a significant  adverse  impact on the financial  condition
and results of operations of the Bank.

In the event that the year 2000 problems affect daily operations,  the year 2000
committee  is  preparing  daily  operating  procedures  that should  allow us to
provide most of our services.  These  procedures will be provided to each branch
and will be tested during 1999.

Despite the best efforts of management to address this issue, the vast number of
external entities that have direct and indirect business  relationships with the
Bank, such as customer,  vendors,  payment systems providers and other financial
institutions, makes it impossible to assure that a failure to achieve compliance
by one or more of these entities  would not have material  adverse impact on the
operations of the Bank.

Liquidity and Capital Resources

The Bank is required to maintain  minimum levels of "liquid  assets," as defined
by the OTS regulations. This requirement,  which may be varied from time to time
depending upon economic conditions and deposit flows, is based upon a percentage
of deposits and short-term  borrowings.  The required minimum ratio at September
30, 1998 was four percent.  The Bank's average liquidity ratio was approximately
7.49 percent during September 1998. The Bank manages its average liquidity ratio
to meet its funding needs, including: deposit outflows; disbursement of payments
collected from borrowers for taxes and insurance; repayment of Federal Home Loan
Bank advances and other borrowings;  and loan principal disbursements.  The Bank
also monitors its  liquidity  position in  accordance  with its  asset/liability
management objectives.

In addition to funds provided from  operations,  the Bank's  primary  sources of
funds are: savings deposits;  principal  repayments on loans and mortgage-backed
securities;  and matured or called investment securities.  The Bank also borrows
funds from time to time from the Federal Home Loan Bank of Dallas (the "FHLB").

Scheduled loan  repayments and maturing  investment  securities are a relatively
predictable  source of funds.  However,  saving deposit flows and prepayments on
loans and mortgage-backed  securities are significantly influenced by changes in
market interest rates, economic conditions and competition.  The Bank strives to
manage the pricing of its  deposits to maintain a balanced  stream of cash flows
commensurate with its loan commitments and other predictable funding needs.

The Bank  usually  maintains  a portion of its cash on hand in  interest-bearing
demand  deposits with the FHLB to meet  immediate  loan  commitment  and savings
withdrawal funding  requirements.  When applicable,  cash in excess of immediate
funding  needs is  invested  into  longer-term  investment  and  mortgage-backed
securities,  some of which may also qualify as liquid  investments under current
OTS regulations.

The Bank has other sources of liquidity if a need for  additional  funds arises,
such  as  FHLB  of  Dallas   advances   and  the   ability  to  borrow   against
mortgage-backed and other securities.  On September 30, 1998, the Bank had total
FHLB borrowings of $67.7million, or 16.6% of the Bank's assets.

Management  believes  the Bank has  sufficient  resources  available to meet its
foreseeable  funding   requirements.   At  September  30,  1998,  the  Bank  had
outstanding  loan  commitments of $13.9  million,  and  certificates  of deposit
scheduled  to mature  within one year of $110.2  million,  substantially  all of
which management expects, based on past experience, will remain with the Bank.

Regulations  of the OTS  require  the  Bank to meet  or  exceed  three  separate
standards of capital adequacy.  These regulations require financial institutions
to have minimum tangible capital equal to 1.50 percent of total adjusted assets;
minimum  core  capital  equal to 4.00  percent  of total  adjusted  assets;  and
risk-based  capital  equal to 8.00  percent of total  risk-weighted  assets.  At
September 30, 1998, Teche Federal exceeded all regulatory capital  requirements.
See Note 18 to the Consolidated Financial Statements.

                                                                               9

<PAGE>

Impact of Inflation and Changing Prices

The  consolidated  financial  statements  of  the  Company  and  notes  thereto,
presented  elsewhere  herein,  have been prepared in accordance  with  Generally
Accepted  Accounting  Principles,  which  require the  measurement  of financial
position  and  operating   results  in  terms  of  historical   dollars  without
considering the change in the relative  purchasing  power of money over time and
due to inflation.  The impact of inflation is reflected in the increased cost of
the Bank's operations.  Unlike most industrial companies,  nearly all the assets
and  liabilities of the Bank are financial.  As a result,  interest rates have a
greater impact on the Bank's  performance  than do the effects of general levels
of inflation. Interest rates do not necessarily move in the same direction or to
the same extent as the prices of goods and services.

10

<PAGE>

Deloitte &
    Touche
----------               -------------------------------------------------------
                         Deloitte & Touche LLP         Telephone: (504) 581-2727
                         Suite 3700                    Facsimile: (504) 561-7293
                         One Shell Square
                         701 Poydras Street
                         New Orleans, Louisiana 70139-3700

Board of Directors and Shareholders
Teche Holding Company
Franklin, Louisiana


We have audited the  accompanying  consolidated  balance sheets of Teche Holding
Company  and  subsidiary  as of  September  30,  1998 and 1997,  and the related
consolidated statements of income,  stockholders' equity and cash flows for each
of the three years in the period  ended  September  30,  1998.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  such consolidated  financial  statements present fairly, in all
material  respects,   the  financial  position  of  Teche  Holding  Company  and
subsidiary  as of  September  30,  1998  and  1997,  and the  results  of  their
operations  and their cash flows for each of the three years in the period ended
September 30, 1998 in conformity with generally accepted accounting principles.


DELOITTE & TOUCHE LLP
November 6, 1998


---------------
Deloitte Touche
Tohmatsu
---------------

                                                                              11
<PAGE>


TECHE HOLDING COMPANY AND SUBSIDIARY
--------------------------------------------------------------------------------
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1998 AND 1997
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNT)
<TABLE>
<CAPTION>

                                                                              1998                1997

<S>                                                                         <C>                 <C>     
ASSETS
Cash and cash equivalents                                                   $ 10,680             $ 5,868
Certificates of deposit                                                          658                 634
Securities available-for-sale, at estimated market
  value (amortized cost of $36,239 in 1998 and $37,297 in 1997)               36,769              37,854
Loans receivable, net of allowance for loan losses of
  $3,515 in 1998 and $3,335 in 1997                                          345,172             346,875
Accrued interest receivable                                                    2,065               2,051
Investment in Federal Home Loan Bank stock, at cost                            3,884               3,927
Real estate owned, net                                                           331                  33
Prepaid expenses and other assets                                                500                 501
Premises and equipment, at cost, less accumulated depreciation                 8,764               6,354
                                                                            --------            --------        
TOTAL ASSETS                                                                $408,823            $404,097
                                                                            ========            ======== 

LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits                                                                    $279,265            $280,302
Advances from Federal Home Loan Bank                                          67,721              65,398
Borrowings for common stock repurchase                                         5,178                  --
Advance payments by borrowers for taxes and insurance                          1,644               1,742
Accrued interest payable                                                         485                 309
Accounts payable and other liabilities                                         1,223               1,123
Deferred income taxes                                                            780                 864
                                                                            --------            --------        
      Total liabilities                                                      356,296             349,738

COMMITMENTS AND CONTINGENCIES                                                     --                  --

STOCKHOLDERS' EQUITY:
  Common stock, $.01 par value, 10,000,000 shares authorized;
     4,233,350 and 4,232,000 shares issued                                        42                  42
  Preferred stock, 5,000,000 shares authorized, none issued                       --                  --
  Additional paid-in capital                                                  42,037              41,642
  Retained earnings                                                           28,757              26,536
  Unearned ESOP shares                                                        (2,086)             (2,419)
  Unearned Compensation (MSP)                                                   (790)             (1,258)
  Treasury stock - 1,138,000 and 795,000 shares, at cost                     (15,783)            (10,552)
  Unrealized gain on securities available-for-sale, net
    of deferred income taxes                                                     350                 368
                                                                            --------            --------        
      Total stockholders' equity                                              52,527              54,359
                                                                            --------            --------        
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                  $408,823            $404,097
                                                                            ========            ========                   

</TABLE>

See notes to consolidated financial statements.

12

<PAGE>


TECHE HOLDING COMPANY AND SUBSIDIARY
--------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED SEPTEMBER 30, 1998, 1997 AND 1996
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>


                                                           1998           1997            1996
INTEREST INCOME:                             
<S>                                                     <C>            <C>             <C>    
  Interest and fees on loans                             $27,470        $26,541         $22,702
  Interest and dividends on investment securities            585            997           1,699
  Interest on mortgage backed securities                   2,097          2,089           2,044
  Other interest income                                      205            161             146
                                                         -------        -------         -------
                                                          30,357         29,788          26,591
                                                         -------        -------         -------

INTEREST EXPENSE:
  Deposits                                                12,912         13,034          11,659
  Advances from Federal Home Loan Bank                     3,800          3,647           2,344
                                                         -------        -------         -------
                                                          16,712         16,681          14,003
                                                         -------        -------         -------
NET INTEREST INCOME                                       13,645         13,107          12,588
PROVISION FOR LOAN LOSSES                                    180            240             300
                                                         -------        -------         -------
NET INTEREST INCOME AFTER PROVISION
  FOR LOAN LOSSES                                         13,465         12,867          12,288

NON-INTEREST INCOME:
  Service charges                                          3,033          2,278           1,477
  Gain on sale of real estate owned                           13             94              19
  Other income                                               429            218             356
                                                         -------        -------         -------
    Total non-interest income                              3,475          2,590           1,852
                                                         -------        -------         -------
GAIN ON SALE OF SECURITIES                                   138            274              91
                                                         -------        -------         -------

NON-INTEREST EXPENSE:
  Compensation and employee benefits                       5,697          5,093           4,272
  Occupancy, equipment and data processing expense         2,377          1,819           1,477
  Marketing                                                  737            602             488
  SAIF deposit insurance premiums                            172            225             543
  SAIF special assessment                                     --             --           1,824
  Louisiana shares tax                                       541            493             387
  Other operating expenses                                 1,674          1,635           1,449
                                                         -------        -------         -------
    Total non-interest expense                            11,198          9,867          10,440
                                                         -------        -------         -------
INCOME BEFORE INCOME TAXES                                 5,880          5,864           3,791
INCOME TAXES                                               2,067          1,997           1,270
                                                         -------        -------         -------
NET INCOME                                               $ 3,813        $ 3,867         $ 2,521
                                                         =======        =======         =======        
BASIC INCOME PER COMMON SHARE                            $  1.23        $  1.26         $   .70
                                                         =======        =======         =======        
DILUTED INCOME PER COMMON SHARE                          $  1.17        $  1.23         $   .70
                                                         =======        =======         =======  

</TABLE>

See notes to consolidated financial statements.

                                                                              13


<PAGE>


TECHE HOLDING COMPANY AND SUBSIDIARY
--------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED SEPTEMBER 30, 1998, 1997 AND 1996
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                                                       Unrealized
                                                                                                          Gain
                                                                                                        (Loss) on
                                           Additional            Unearned     Unearned                 Securities
                                  Common     Paid-In   Retained    ESOP     Compensation   Treasury    Available-
                                   Stock     Capital   Earnings   Shares        (MSP)        Stock    for-Sale, net  Total

<S>                                  <C>     <C>        <C>        <C>         <C>          <C>           <C>      <C>     
BALANCE, October 1, 1995              $42     $41,324    $23,555    $(3,083)    $    --      $     --       $ 70    $61,908
Contribution to ESOP                              112                   332                                             444
Purchase of stock for Management                                                 (2,320)                             (2,320)
  StockPlan ("MSP")                   
Amortization of MSP                                                                 420                                 420
Purchase of common stock              
  for treasury                                                                                 (9,149)               (9,149)
Dividends declared -                  
  $.50 per share                                          (1,826)                                                    (1,826)
Net income                                                 2,521                                                      2,521
Change in unrealized gains on         
  securities available-for-sale, net                                                                         284        284
                                      ---     -------    -------    -------     -------      --------       ----    -------  
BALANCE, September 30, 1996            42      41,436     24,250     (2,751)     (1,900)       (9,149)       354     52,282
Contribution to ESOP                              206                   332                                             538
Amortization of MSP                                                                 642                                 642
Purchase of common stock              
  for treasury                                                                                 (1,403)               (1,403)
Dividends declared - $.50 per share                       (1,581)                                                    (1,581)
Net income                                                 3,867                                                      3,867
Change in unrealized gains on         
  securities available-for-sale, net                                                                          14         14
                                      ---     -------    -------    -------     -------      --------       ----    -------  
BALANCE, September 30, 1997            42      41,642     26,536     (2,419)     (1,258)      (10,552)       368     54,359
Contribution to ESOP                              284                   333                                             617
Amortization of MSP                                                                 468                                 468
Tax benefit from vesting              
  of MSP shares                                    87                                                                    87
Exercise of stock options                          24                                                                    24
Purchase of common stock              
  for treasury                                                                                 (5,231)               (5,231)
                                      
Dividends declared - $.50 per share                       (1,592)                                                    (1,592)
Net income                                                 3,813                                                      3,813
Change in unrealized gains on         
  securities available-for-sale, net                                                                         (18)       (18)
                                      ---     -------    -------    -------     -------      --------       ----    -------  
BALANCE, September 30, 1998           $42     $42,037    $28,757    $(2,086)    $  (790)     $(15,783)      $350    $52,527
                                      ===     =======    =======    =======     =======      ========       ====    ======= 
                                    
</TABLE>

See notes to consolidated financial statements.

14

<PAGE>


TECHE HOLDING COMPANY AND SUBSIDIARY
--------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED SEPTEMBER 30, 1998, 1997 AND 1996
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>

                                                                 1998           1997            1996
<S>                                                            <C>           <C>             <C>    
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                    $ 3,813       $  3,867        $  2,521
  Adjustments to reconcile net income
    to net cash provided by operating activities:
      Accretion of discount and amortization of premium
        on investments and mortgage-backed securities                12           (207)           (657)
      Provision for loan losses                                     180            240             300
      ESOP expense                                                  617            509             432
      MSP expense                                                   468            642             420
      Deferred income taxes (change)                                (75)           797            (394)
      Gain on sale of securities                                   (138)          (274)            (91)
      Gain on sale of real estate owned                             (13)           (94)            (19)
      Gain on sale of other real estate                              --             --            (149)
      Depreciation                                                  704            513             404
      Accretion of deferred loan fees and other                     (86)          (106)            (87)
      Accretion of discount on loans                               (272)          (212)           (194)
      Change in accrued interest receivable                         (14)          (183)           (116)
      Change in prepaid expenses and other assets                     1            282            (264)
      Change in accrued interest payable                            176             26             (44)
      Change in accounts payable and other liabilities              100           (472)            859
      SAIF special assessment payable                                --         (1,824)          1,824
      Other - net                                                  (174)            96            (137)
                                                                -------        -------        --------
        Net cash provided by operating activities                 5,299          3,600           4,608
                                                                -------        -------        --------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from maturities of investment securities
     available-for-sale                                           3,000          7,550          10,300
  Proceeds from sale of investment securities
     available-for-sale                                             413            881           1,100
  Purchase of investment securities available-for-sale          (12,856)        (8,389)        (13,452)
  Principal repayments on mortgage-backed securities
     available-for-sale                                          10,627          7,102           6,385
  Principal repayments on mortgaged-backed securities                --             --           1,966
     held-to-maturity                                               (24)           280            (324)
  Net (increase) decrease in certificates of deposit
  Net loan repayments(origination)                                1,881        (30,581)        (58,366)
  Investment in FHLB stock                                           43           (224)         (1,032)
  Proceeds from sale of real estate                                  --             40             424
  Purchase of premises and equipment                             (3,114)        (2,375)           (761)
                                                                -------        -------        --------
        Net cash used in investing activities                       (30)       (25,716)        (53,760)
                                                                -------        -------        --------

</TABLE>
                                                                     (Continued)

                                                                              15

<PAGE>


TECHE HOLDING COMPANY AND SUBSIDIARY
--------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED SEPTEMBER 30, 1998, 1997 AND 1996
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>


                                                                    1998           1997            1996

<S>                                                               <C>            <C>             <C>    
CASH FLOWS FROM FINANCING ACTIVITIES:
  Dividends paid                                                    (1,592)        (1,581)         (2,313)
  Net increase (decrease) in deposits                               (1,037)        25,579          20,918
  Net increase (decrease) in FHLB advances                           2,323         (1,502)         42,700
  Purchase of common stock for MSP                                      --             --          (2,320)
  Cash paid for purchase of common stock for treasury                 (400)        (1,403)         (9,149)
  Borrowings under note payable agreement                              347             --              --
  (Decrease) increase in advance payments by borrowers
    for taxes and insurance                                            (98)          (181)            (12)
                                                                    ------        -------         -------
      Net cash (used in) provided by financing activities             (457)        20,912          49,824
                                                                    ------        -------         -------
NET INCREASE (DECREASE) IN CASH
  AND CASH EQUIVALENTS                                               4,812         (1,204)            672

CASH AND CASH EQUIVALENTS,
  BEGINNING OF YEAR                                                  5,868          7,072           6,400
                                                                   -------        -------         -------
CASH AND CASH EQUIVALENTS,
  END OF YEAR                                                      $10,680        $ 5,868         $ 7,072
                                                                   =======        =======         =======
SUPPLEMENTAL DISCLOSURE OF CASH
  FLOW INFORMATION:
  Cash paid for interest                                           $16,810        $16,655         $14,047
                                                                   =======        =======         =======
  Income taxes paid                                                $ 1,877        $ 1,515         $ 1,690
                                                                   =======        =======         =======
  Financing and investing activities not
   requiring the outflow of cash:
    Reclassification of securities from
     held-to-maturity to available-for-sale                        $    --        $    --         $42,000
                                                                   =======        =======         =======
      Purchase of common stock for treasury
        financed by seller                                         $ 4,831        $    --         $    --
                                                                   =======        =======         =======

</TABLE>


See notes to consolidated financial statements.
                                                                     (Concluded)


16

<PAGE>


TECHE holding company and subsidiary
--------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 1998, 1997 AND 1996

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies of the Company are described below.

Principles of Consolidation - The consolidated  financial statements include the
accounts of Teche Holding Company and its wholly-owned subsidiary, Teche Federal
Savings Bank (collectively "the Company"). All significant intercompany balances
and transactions have been eliminated in consolidation.  The Company is a retail
savings  bank which  attracts  deposits  from the  general  public and uses such
deposits   primarily  to  originate   loans   secured  by  first   mortgages  on
owner-occupied, family residences.

Use of Estimates - The  preparation of financial  statements in conformity  with
generally accepted  accounting  principles requires management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

Cash  and  Cash  Equivalents  - Cash  and  cash  equivalents  comprise  cash and
non-interest  bearing and interest  bearing demand deposits with other financial
institutions.

Securities  -  Securities  designated  as  held-to-maturity  are  stated at cost
adjusted for  amortization  of the related  premiums and accretion of discounts,
computed using the level yield method.  The Company has the positive  intent and
ability to hold these securities to maturity.

Securities  designated  as  available-for-sale  are stated at  estimated  market
value.  Unrealized  gains and losses are  aggregated  and reported as a separate
component  of  stockholders'   equity,  net  of  deferred  income  taxes.  These
securities  are acquired with the intent to hold them to maturity,  but they are
available for disposal in the event of unforeseen liquidity needs.

Gains  and  losses on  security  transactions  are  determined  on the  specific
identification method.

Loans Receivable - Loans receivable are stated at the unpaid principal balances,
less the  allowance  for loan losses and net  deferred  loan fees,  and unearned
discount.  Unearned discount relates principally to installment loans.  Interest
on loans is credited to  operations  based on the principal  amount  outstanding
using the interest method.

When the payment of principal or interest on a loan is  delinquent  for 90 days,
or earlier in some cases, the loan is placed on non-accrual  status. When a loan
is placed on non-accrual status,  interest accrued during the current year prior
to the judgment of uncollectibility  is charged to operations.  Interest accrued
during prior  periods is charged to the  allowance  for loan  losses.  Loans are
returned to an accruing  status only as payments are received and if  collection
of all  principal and interest is not in doubt.  If doubt  exists,  any payments
received on such non-accrual loans are applied first to outstanding loan amounts
and next to the recovery of charged-off  loan amounts.  Any excess is treated as
recovery of lost interest.

The Company considers a loan to be impaired when, based upon current information
and  events,  it believes  it is  possible  that the  Company  will be unable to
collect  all  amounts  due  according  to the  contractual  terms  of  the  loan
agreement.  The Company's  impaired loans include troubled debt  restructurings,
and performing and non-performing major loans in which full payment of principal
or interest is not  expected.  The Company  calculates  a reserve  required  for
impaired  loans  based  on the  present  value of  expected  future  cash  flows
discounted  at the loan's  effective  interest  rate,  or the loan's  observable
market  price or the fair value of its  collateral.  The  Company did not have a
significant amount of impaired loans at September 30, 1998 or 1997.

Allowance  for  Loan  Losses - The  allowance  for loan  losses  is a  valuation
allowance  available for losses incurred on loans. Any losses are charged to the
allowance for loan losses when the loss actually  occurs or when a determination
is made that a loss is likely to occur. Recoveries are credited to the allowance
at the time of recovery.

                                                                              17

<PAGE>

Periodically during the year management  estimates the likely level of losses to
determine  whether the allowance for loan losses is adequate to absorb losses in
the existing  portfolio.  Based on these estimates,  an amount is charged to the
provision for loan losses and credited to the allowance for loan losses in order
to adjust the  allowance  to a level  determined  to be  adequate to absorb such
losses.

Management's  judgment as to the level of losses on existing  loans involves the
consideration of current and anticipated economic conditions and their potential
effects on specific borrowers; an evaluation of the existing relationships among
loans, known and inherent risks in the loan portfolio,  and the present level of
the  allowance;  results of  examination  of the loan  portfolio  by  regulatory
agencies; and management's internal review of the loan portfolio. In determining
the collectibility of certain loans, management also considers the fair value of
any underlying collateral.

It should be  understood  that  estimates of loan losses  involve an exercise of
judgment.  While it is  possible  that in  particular  periods  the  Company may
sustain losses which are substantial  relative to the allowance for loan losses,
it is the judgment of management that the allowance for loan losses reflected in
the  consolidated  balance  sheets is adequate to absorb  losses in the existing
loan portfolio.

Loan Fees, Loan Costs,  Discounts and Premiums - Loan origination and commitment
fees, and certain direct loan origination costs are deferred and amortized as an
adjustment  to the  related  loan's  yield  using the  interest  method over the
contractual life of the loan.

Discounts  received in connection with mortgage loans purchased are amortized to
income over the contractual  term of the loan using the interest  method.  These
discounts have been deducted from the related loan balances.

Premises  and  Equipment - The Company  computes  depreciation  generally on the
straight-line  method  for both  financial  reporting  and  federal  income  tax
purposes. The estimated useful lives used to compute depreciation are: buildings
and improvements,  twenty to forty years; and furniture, fixtures and equipment,
three to ten years.

Real Estate Owned - Real estate acquired through,  or in lieu of, foreclosure is
initially recorded at the fair value at the time of foreclosure,  less estimated
cost to dispose,  and any related writedown is charged to the allowance for loan
losses.  The fair values have not exceeded  the  balances of the related  loans.
Valuations are periodically performed by management and provisions for estimated
losses on real estate owned are charged to operations  when any  significant and
permanent  decline  reduces the fair value,  less sales costs,  to less than the
carrying value. The ability of the Company to recover the carrying value of real
estate is based upon  future  sales of the real  estate  owned.  The  ability to
effect such sales is subject to market  conditions  and other  factors,  many of
which are beyond the Company's control. Operating income of such properties, net
of related  expenses,  and gains and losses on their disposition are included in
the accompanying consolidated statements of income.

Income Taxes - Income taxes are accounted for using the liability method.

Income Per Share - In February 1997, the Financial  Accounting  Standards  Board
(FASB) issued Statement of Financial  Accounting No. 128,  "Earnings Per Share."
This Statement  simplifies  the standards for computing  income per common share
previously required under APB Opinion No. 15, "Earnings Per Share." Basic income
per common share (EPS) excludes  dilution and is computed by dividing net income
by the  weighted-average  number of common  shares  outstanding  for the period.
Diluted EPS reflects the  potential  dilution  that could occur if securities or
other  contracts to issue common stock were  exercised or converted  into common
stock or  resulted in the  issuance of common  stock that then shared in the net
income of the  Company.  Diluted EPS is  computed by dividing  net income by the
total of the  weighted-average  number of shares  outstanding plus the effect of
outstanding  options and Management Stock Plan ("MSP") grants.  SFAS No. 128 was
effective and was adopted by the Company for the year ended  September 30, 1998,
and all prior period EPS data has been restated. The Company previously reported
primary  income per share of $1.21 and $.68 for the years  ended  September  30,
1997 and 1996,  respectively,  and fully  diluted  income per share of $1.16 and
$.68 for the years ended September 30, 1997 and 1996, respectively.  The Company
accounts for the shares  acquired by the ESOP in  accordance  with  Statement of
Position 93-6 and,  therefore,  shares controlled by the ESOP are not considered
in the weighted  average shares  outstanding  until the shares are committed for
allocation to an employee's individual account.

18

<PAGE>


2. INTEREST RATE RISK

The  Company  is  engaged  principally  in  providing  first  mortgage  loans to
individuals.  At September 30, 1998 the Company had interest  earning  assets of
approximately  $396,000,000,  most of which will not mature or be repriced until
after  five  years.   Interest   bearing   liabilities   totaled   approximately
$352,000,000,  most of which will mature or can be repriced within one year. The
shorter duration of  interest-sensitive  liabilities  indicates that in a rising
rate   environment  the  Company  is  exposed  to  interest  rate  risk  because
liabilities may be repricing  faster at higher interest rates,  thereby reducing
the market value of long-term assets and net interest income.  In a falling rate
environment the market value of long-term  assets and net interest income may be
increased.

3. SECURITIES

The amortized cost and estimated market values of securities  available-for-sale
are as follows (in thousands):

<TABLE>
<CAPTION>
                                                                                    September 30, 1998
                                                               ------------------------------------------------------------
                                                                                  Gross            Gross          Estimated
                                                               Amortized        Unrealized       Unrealized         Market
                                                                 Cost             Gains            Losses           Value
<S>                                                           <C>                <C>              <C>            <C>    
Investment securities:
 Obligations of U.S. government
  corporations and agencies                                     $ 4,332            $  146          $   --         $ 4,478
 Municipal obligations                                              246                --              --             246
                                                                -------            ------          ------         -------
                                                                  4,578               146              --           4,724
Mortgage-backed securities:
 Government National Mortgage Corporation                           965                77              --           1,042
 Federal Home Loan Mortgage Corporation                          20,275               225              (1)         20,499
 Federal National Mortgage Association                            9,664                59             (44)          9,679
                                                                -------            ------          ------         -------
                                                                 30,904               361             (45)         31,220
Equity securities                                                   757               104             (36)            825
                                                                -------            ------          ------         -------
                                                                $36,239            $  611          $  (81)        $36,769
                                                                =======            ======          ======         =======
</TABLE>

<TABLE>
<CAPTION>
                                                                                    September 30, 1997
                                                              -------------------------------------------------------------
                                                                                  Gross            Gross          Estimated
                                                               Amortized        Unrealized       Unrealized        Market
                                                                 Cost             Gains            Losses          Value
<S>                                                           <C>                <C>              <C>            <C>    
Investment securities:
 Obligations of U.S. government
  corporations and agencies                                     $ 7,251            $   61          $   --         $ 7,312
 Municipal obligations                                              164                --              --             164
                                                                -------            ------          ------         -------
                                                                  7,415                61              --           7,476
                                                                -------            ------          ------         -------
Mortgage-backed securities:
 Government National Mortgage Corporation                         1,163                97              --           1,260
 Federal Home Loan Mortgage Corporation                          15,548               284              --          15,832
 Federal National Mortgage Association                           13,171               115              --          13,286
                                                                -------            ------          ------         -------
                                                                 29,882               496              --          30,378
                                                                -------            ------          ------         -------
                                                                $37,297            $  557          $   --         $37,854
                                                                =======            ======          ======         =======

</TABLE>

                                                                              19


<PAGE>

The amortized cost and estimated  market value of securities  available-for-sale
at September 30, 1998, by contractual maturity, are shown below (in thousands):

                                                                       Estimated
                                                   Amortized             Market
                                                      Cost                Value
Investment securities:                    
 Due in one year or less                           $     20             $     20
 Due after one year through five years                4,558                4,704

Mortgage-backed securities                           30,904               31,220
Equity securities                                       757                  825
                                                   --------             --------
                                                   $ 36,239             $ 36,769
                                                   ========             ========

Gross  gains  of  $138,000,  $274,000  and  $91,000  were  realized  on sales of
securities in the years ended September 30, 1998, 1997 and 1996, respectively.

At September 30, 1998  securities with a cost of  approximately  $8,300,000 were
pledged to secure  deposits  and  advances  from the  Federal  Home Loan Bank as
required or permitted by law.

4. LOANS RECEIVABLE

Loans receivable are summarized as follows (in thousands):
                                                           September 30,
                                                   -----------------------------
                                                      1998                1997
Residential real estate mortgage loans:     
 One-to-four family units                          $301,071             $310,306
 Multi-family                                         1,934                2,839
Land loans                                            1,604                2,634
Construction loans                                   11,867               11,067
Non-residential real estate loans                     6,261                6,897
Loans on savings accounts                             5,881                5,984
Other consumer loans                                 28,643               20,049
                                                    357,261              359,776
                                                   --------             --------
Less:
 Allowance for loan losses                            3,515                3,355
 Deferred loan fees                                     580                  860
 Undisbursed portion of loans in process              7,994                8,686
                                                   --------             --------
                                                   $345,172             $346,875
                                                   ========             ========

Changes in the allowance for loan losses are as follows (in thousands):

                                                       Year Ended
                                                      September 30,
                                          --------------------------------------
                                            1998            1997          1996

Beginning balance, October 1              $ 3,355         $ 3,182       $ 2,966
Provision charged to operating expense        180             240           300
Recoveries                                     44               9             3
Loans charged off                             (64)            (76)          (87)
                                          -------         -------       -------
Ending balance, September 30              $ 3,515         $ 3,355       $ 3,182
                                          =======         =======       =======

Substantially  all of the  Company's  loans  receivable  are with  customers  in
southern Louisiana.

At  September  30,  1998 and 1997  there  were  unamortized  discounts  on loans
purchased  of  approximately  $900,000  and  $1,200,000,   respectively.   These
unamortized  discounts  have been deducted from the related loan balances in the
table above.

The  amount  of  nonaccrual  loans  at  September  30,  1998  and  1997  was not
significant.  The amount of  interest  not accrued on these loans did not have a
significant effect on net income in 1998, 1997 or 1996.

20

<PAGE>


The Company has collateralized its advances from the Federal Home Loan Bank by a
blanket floating lien on its first mortgage loans.

5. REAL ESTATE OWNED

Real estate owned consisted of the following (in thousands):

                                                            September 30,
                                                      ------------------------
                                                        1998             1997

Real estate acquired through foreclosure               $  443          $  145
Less allowance for losses                                (112)           (112)
                                                       ------           -----
Real estate owned, net                                 $  331          $   33
                                                       ======          ====== 

Changes in the  allowance  for losses on real  estate  owned are as follows  (in
thousands):

                                                         Year Ended
                                                        September 30,    
                                               --------------------------------
                                                1998         1997        1996

Beginning balance, October 1                   $  112       $  108      $  131
Provision charged to operating expense             --            4          --
Allowance related to real estate sold              --           --         (23)
                                               ------       ------      ------
Ending balance, September 30                   $  112       $  112      $  108
                                               ======       ======      ======

6. PREMISES AND EQUIPMENT

Premises and equipment are summarized as follows (in thousands):

                                                            September 30,
                                                     -------------------------
                                                       1998             1997

Land                                                 $ 3,571          $ 2,529
Buildings and improvements                             4,406            3,365
Furniture, fixtures and equipment                      4,851            3,858
                                                     -------          -------
                                                      12,828            9,752
Less accumulated depreciation                         (4,064)          (3,398)
                                                     -------          -------  
                                                     $ 8,764          $ 6,354 

7. DEPOSITS

Deposits are summarized as follows (in thousands):

                                                          September 30,
                                                    --------------------------
                                                      1998              1997

NOW accounts                                        $ 37,000          $ 31,576
Passbook and regular savings                          25,791            25,398
Money funds accounts                                   8,711             8,998
Certificates of deposit                              207,763           214,330
                                                    --------          -------- 
                                                    $279,265          $280,302
                                                    ========          ========

Certificates  of  deposit of  $100,000  and over  amounted  to  $46,500,000  and
$47,700,000 at September 30, 1998 and 1997, respectively.

                                                                              21

<PAGE>


Certificates  of  deposits  at  September  30,  1998,   mature  as  follows  (in
thousands):

        Less than one year                       $110,172
        1-2 years                                  70,173
        2-3 years                                  13,630
        3-4 years                                   8,015
        4-5 years                                   4,481
        over 5 years                                1,292
                                                 --------
        TOTAL                                    $207,763
                                                 --------

8. ADVANCES FROM FEDERAL HOME LOAN BANK AND CASH RESERVE REQUIREMENTS

At September  30, 1998 the Company was indebted to the FHLB for  $67,721,000  of
advances  bearing  interest at a weighted average rate of 5.34% which are due as
follows (in thousands):

      Year Ended
     September 30,
        1999                                   $36,740
        2000                                    12,155
        2001                                     7,595
        2002                                     4,434
        2003                                     5,097
        Thereafter                               1,700
                                               -------
                                               $67,721
                                               -------

These advances are  collateralized  by a blanket  floating lien on the Company's
first mortgage loans.

Included in the table  above are  $30,000,000  of advances  callable in the year
ended September 30, 1999, $5,000,000 callable in 2006 and $5,000,000 callable in
2003. These advances have been included in the above table based upon their call
dates rather than their stated due dates of between December 2007 and July 2008.

At  September  30, 1997 the Company was  indebted to the Federal  Home Loan Bank
(FHLB) for $37,628,000 of advances  bearing  interest at an average rate of 5.6%
which are due in October 1997 and $27,770,000 of advances bearing interest at an
average rate of 6.1% which are due in the year ended  September  30,  2002.  The
advances due in October 1997 were renewed upon maturity on a short term basis.

The  Company is  required  to maintain  certain  cash  reserves  relating to its
deposit liabilities. This requirement is ordinarily satisfied by cash on hand.

9. BORROWINGS FOR COMMON STOCK REPURCHASES

The  Company  borrowed  $5,178,000  at  September  30, 1998 in  connection  with
repurchases of common stock for the treasury.  Approximately  $4,800,000 was due
to brokers on the settlement date of such purchases and $347,000 was due under a
note payable.  The note payable  provides  maximum  borrowings of $8,000,000 for
dividend  payments and common stock  repurchases  with  interest at 2% above the
LIBOR rate and is due  September  30, 1999.  The stock of the Bank is pledged as
collateral on this note. The note payable  agreement  contains certain covenants
which,  among  other  things,  require  the  maintenance  of certain  amounts of
stockholder's equity, net income and the allowance for loan losses of the Bank.

10. INCOME TAXES

The Company is  permitted  under the  Internal  Revenue Code to deduct an annual
addition to an allowance for bad debts in determining taxable income, subject to
certain  limitations.  The Company has generally  used the percentage of taxable
income method to calculate  this  addition.  This addition  differs from the bad
debt experience used for financial accounting purposes.  Bad debt deductions for
income tax purposes  are  included in taxable  income of later years only if the
bad debt reserve is used subsequently for purposes other than to absorb bad debt
losses.  Because  the Company  does not intend to use the  reserve for  purposes
other than to absorb bad debt losses,  generally accepted

22

<PAGE>

accounting  principles do not require that deferred  income taxes be provided on
that portion  which  existed as of September  30, 1988.  At September  30, 1998,
retained earnings included approximately  $4,200,000  representing such bad debt
deductions for which no deferred income taxes have been provided.

During  the  year  ended  September  30,  1996  legislation  was  enacted  which
eliminates  the use of the  percentage of taxable income method to calculate the
addition  to the  allowance  for bad debts for  income  tax  purposes.  This was
effective  October  1,  1996 with  respect  to the  Company.  In  addition,  the
legislation  requires that the Company  include in taxable  income the allowance
established  subsequent  to  September  30,  1988.  This  allowance  amounted to
approximately  $2,800,000  at September 30, 1997 and will be included in taxable
income in annual  installments of approximately  $470,000  beginning  October 1,
1998.  As the taxes with  respect to this  allowance  are paid they are added to
deferred  tax assets and,  therefore,  the payment of these taxes should have no
significant effect upon the Company's results of operations.

Deferred  income  taxes  reflect  the net tax effects of  temporary  differences
between the carrying  amounts of assets and liabilities for financial  reporting
purposes and the amounts used for income tax purposes. Significant components of
the Company's  deferred tax assets and  liabilities as of September 30, 1998 and
1997 are as follows (in thousands):


                                                          1998        1997
Deferred tax assets:                                   
 MSP expense-deductible in subsequent year              $  185       $  180
 Allowance for loan losses                                  90           44
 Other                                                     145          160
                                                        ------       ------
     Total deferred tax assets                             420          384
                                                        ------       ------
Deferred tax liabilities:
 Deferred loan fees and costs, net                         319          242
 Tax over book depreciation                                210          174
 Dividends on FHLB stock                                   345          357
 Unrealized gain on securities available-for-sale          180          189
 Other                                                     146          286
                                                        ------       ------
     Total deferred tax liabilities                      1,200        1,248
                                                        ------       ------
     Net deferred tax liabilities                       $ (780)      $ (864)
                                                        ======       ====== 

The components of income taxes are as follows (in thousands):

                                           Year Ended
                                          September 30,
                       -------------------------------------------------
                         1998                 1997                1996

Currently payable      $ 2,142              $ 1,200             $ 1,664
Deferred                   (75)                 797                (394)
                       -------              -------             -------
                       $ 2,067              $ 1,997             $ 1,270
                       =======              =======             =======

Income  taxes  differ from the amounts  computed  by applying  the U.S.  Federal
income tax rate of 34% to earnings  before income  taxes.  The reasons for these
differences are as follows (in thousands):

                                                      Year Ended
                                                     September 30,
                                       --------------------------------------
                                         1997            1996          1995

Taxes computed at statutory rates      $ 1,999         $ 1,994       $ 1,289
Increase (decrease) in taxes due to
 miscellaneous items                        68               3           (19)
                                       -------         -------       -------
                                       $ 2,067         $ 1,997       $ 1,270
                                       =======         =======       =======
Actual tax rate                             35%             34%           34%
                                       =======         =======       =======
                                        

                                                                              23

<PAGE>

11. NON-INTEREST EXPENSE

Occupancy, equipment and data processing expenses consisted of the following:

                                                    Year Ended
                                                   September 30,
                                          --------------------------------
                                           1998       1997          1996
Occupancy, including depreciation,
  insurance, rent, utilities, etc.        $  751     $  610        $  571
Equipment, including depreciation,
  telephone, etc.                          1,155        811           523
Data processing                              471        398           383
                                          ------     ------        ------
                                          $2,377     $1,819        $1,477
                                          ======     ======        ======

Other operating expenses consisted of the following (in thousands):

                                                    Year Ended
                                                   September 30,
                                         ---------------------------------
                                           1998        1997          1996

Stationary, printing and postage         $   635     $  591        $  392
Other                                      1,039      1,044         1,057
                                         -------     ------        ------
                                         $ 1,674     $1,635        $1,449
                                         =======     ======        ====== 

12. RETIREMENT PLAN

The Company  participates  in a defined benefit  multi-employer  retirement plan
which  covers  substantially  all  employees.  The plan is  administered  by the
Financial  Institutions  Retirement  Fund.  Charges to operations under the plan
include  normal  cost.  There  were no  required  payments  in the  years  ended
September  30,  1998,  1997 and 1996.  The market value of the net assets of the
retirement fund exceeds the liability of the present value of accrued  benefits.
No  separate  information  regarding  the  Company's  share  of the  assets  and
liabilities of this plan is available.

13. INCOME PER SHARE

Following is a summary of the  information  used in the computation of basic and
diluted income per common share for the years ended September 30, 1998, 1997 and
1996:

                                                     Year Ended
                                                     September 30,
                                              ---------------------------------
                                              1998          1997          1996
Weighted average number of common                      
 shares outstanding - used in computation              
 of basic earnings per common share           3,106        3,060          3,603
Effect of dilutive securities:                         
 Stock options                                  129           61             --
 MSP stock grants                                31           28              8
                                              -----        -----          -----
Weighted average number of common shares               
  outstanding plus effect of dilutive                  
  securities used in computation of                    
  diluted earnings per common share           3,266        3,149          3,611
                                              =====        =====          =====
                                                    

14. EMPLOYEE STOCK PLANS

The Company  maintains an ESOP for the benefit of Teche Federal  Savings  Bank's
employees who meet certain  eligibility  requirements.  The ESOP Trust  acquired
332,337  shares of common stock in the Company's  initial  public  offering with
proceeds  from a loan from the Company.  Teche  Federal  Savings Bank makes cash
contributions  to the ESOP on a basis  sufficient to enable the ESOP to make the
required loan payments to the Company.

The note  payable  referred to above bears  interest at the prime rate  adjusted
quarterly  with  interest  payable  quarterly  and  principal  payable in annual
installments  of at least  $332,337.  The loan is  secured  by the shares of the
stock purchased.

24

<PAGE>


As the debt is repaid,  shares are released  from  collateral  and  allocated to
qualified  employees  based on the proportion of principal paid in the year. The
Company  accounts for its ESOP in accordance  with  Statement of Position  93-6.
Accordingly,  the shares  pledged as  collateral  are reported as a reduction of
stockholders'  equity in the consolidated balance sheets. As shares are released
from collateral,  the Company reports  compensation expense equal to the current
market price of the shares,  and the shares  become  outstanding  for income per
share  computations.  Dividends  on  allocated  ESOP  shares are  recorded  as a
reduction of retained  earnings and  dividends  on  unallocated  ESOP shares are
recorded as a reduction of debt.

Compensation expense related to the ESOP was $617,000, $509,000 and $432,000 for
the years ended September 30, 1998, 1997 and 1996,  respectively.  The following
is a summary of shares held in the ESOP Trust as of September 30, 1998 and 1997:

                                               1998                1997
Shares released for allocation or
  committed to be released                    123,702              90,468
Unreleased shares                             208,635             241,869
                                           ----------          ----------
Total ESOP shares                             332,337             332,337
                                           ----------          ---------- 
Market value of unreleased shares
  at September 30, 1997                    $5,027,000          $6,860,000
                                           ==========          ==========
  
In the year ended September 30, 1996, the  stockholders of the Company  approved
the Teche  Holding  Company  1995 Stock  Option  Plan (the  "Plan")  under which
options to purchase 423,200 common shares were reserved and granted to executive
employees  and  directors  of Teche  Federal  Savings  Bank.  In the years ended
September 30, 1997 and 1996, the issuance of additional options were authorized.
The exercise  prices were equal to the market price on the date of grant and 20%
of the options are exercisable on the first  anniversary  date after the date of
grant and 20% annually thereafter. All unexercised options expire ten years from
the date of grant.  No  compensation  expense was recognized  under the Plans in
1998,  1997 or 1996. The following  table  summarizes  activity  relating to the
Plans:


                                         Available                      Weighted
                                            for           Options        Average
                                           Grant        Outstanding       Price

Balance, October 1, 1997                       --              --       $    --
 Reserved under the 1995 Plan             432,200              --        13.938
 Granted                                 (432,200)        432,200            --
                                         --------         -------       -------
Balance, September 30, 1996                    --         432,200        13.938
 Reserved under the 1996 Plan              34,000           --               --
 Granted                                  (10,000)         10,000        15.938
                                         --------         -------       -------
Balance, September 30, 1997                24,000         442,200        13.983
 Reserved under the 1997 Plan              34,000              --           --
 Granted                                  (54,800)         54,800        19.875
 Exercised                                     --          (1,350)       15.938
                                         --------         -------       -------
Balance, September 30, 1998                 3,200         495,650       $14.632
                                         ========         =======       =======
Exercisable at September 30, 1997                          96,597       $13.938
                                                          =======       =======
Exercisable at September 30, 1998                         181,147       $13.947
                                                          =======       =======

In the year ended September 30, 1996, the  stockholders of the Company  approved
the  Management  Stock Plan  ("MSP")  under which  restricted  grants of 169,280
shares were made to executive  employees and directors of Teche Federal  Savings
Bank. Teche Federal Savings Bank acquired the Company's stock on the open market
for the benefit of the  recipients.  The recipients vest 20% annually as long as
they remain as Teche Federal  Savings Bank directors or employees.  The Board of
Directors   could  terminate  the  MSP  at  anytime.   The  Company   recognizes
compensation  expense  ratably over the vesting  period and the cost of unvested
shares is reported  as unearned  compensation  as a reduction  of  stockholders'
equity.  Compensation  expense  related to the MSP was  $468,000,  $642,000  and
$420,000 for the years ended  September 30, 1998,  1997 and 1996,  respectively.
There were 97,506 unvested shares at September 30, 1998.

                                                                              25

<PAGE>


The Company applies APB Opinion No. 25 and related  interpretation in accounting
for its stock options. Accordingly, no compensation cost has been recognized. In
October  1995,  the  FASB  issued  SFAS No.  123,  "Accounting  for  Stock-Based
Compensation."  SFAS No. 123 requires  disclosure of the  compensation  cost for
stock-based  incentives  granted by the Company based on the fair value at grant
date for awards.  The weighted  average fair value of options granted during the
years  ended  September  30,  1998,  1997 and 1996 was  $5.52,  $4.41 and $3.85,
respectively.  Applying  SFAS No.  123 would  result in pro forma net income and
income per share amounts as follows:

                                   1998             1997                1996
Net income:
 As reported                   $3,813,000       $3,867,000           $2,521,000
 Pro forma                      3,428,000        3,370,000            2,220,000

Basic income per share:
 As reported                   $     1.23       $     1.26           $      .70
 Pro forma                           1.10             1.10                  .62

Diluted income per share:
 As reported                   $     1.17       $     1.23           $      .70
 Pro forma                           1.06             1.09                  .61

The fair  value  of each  option  is  estimated  on the  date of grant  using an
option-pricing  model with the following  weighted-average  assumptions used for
grants:  dividend yield of 2.5%;  expected  volatility of 20 percent;  risk-free
interest  rate of 5.5 to 6.0  percent;  and  expected  lives of 8 years  for all
options.

15. FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK

In the normal course of business the Company is a party to financial instruments
with  off-balance  sheet risk to meet the financing needs of its customers.  The
financial  instruments  include  commitments to extend credit and commitments to
sell loans. Those instruments  involve,  to varying degrees,  elements of credit
risk in excess of the amounts recognized in the consolidated balance sheets. The
contract amounts of those instruments  reflect the extent of the involvement the
Company has in particular classes of financial instruments.

As of September  30, 1998,  the Company had made various  commitments  to extend
credit  totaling   approximately   $13,900,000   including   $7,994,000  of  the
undisbursed portion of loans in process.  Most of these commitments are at fixed
rates.  The rates on fixed  rate loan  commitments  range  from 6.5% to 8.25% at
September  30,  1998.  The rates on variable  rate loan  commitments  range from
5.875%  to  8.00%  at  September  30,  1998.  As of  September  30,  1997,  such
commitments  totaled  approximately  $13,600,000  including  $8,686,000  of  the
undisbursed portion of loans in process.

Commitments  to extend  credit are  agreements  to lend to a customer as long as
there is no violation of any condition established in the contract.  Commitments
generally  have fixed  expiration  dates or other  termination  clauses  and may
require  payment of a fee. Since some of the  commitments are expected to expire
without being fully drawn upon, the total commitment amount disclosed above does
not necessarily  represent future cash requirements.  The Company evaluates each
customer's credit  worthiness on a case-by-case  basis. The amount of collateral
obtained,  if considered  necessary by the Company upon extension of credit,  is
based on management's credit evaluation of the customer.

16. DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

The following  methods and  assumptions  were used to estimate the fair value of
each class of financial instruments for which it is practicable to estimate that
value:

Cash - For those  short-term  instruments,  the carrying  amount is a reasonable
estimate of fair value.

Investment  and  Mortgage-Backed  Securities - For investment  securities,  fair
value equals quoted market price, if available.  If a quoted market price is not
available,  fair value is  estimated  using  quoted  market  prices for  similar
securities.

26

<PAGE>
Loans - The fair value of loans is  estimated  by  discounting  the future  cash
flows using the current  rates at which similar loans would be made to borrowers
for the same remaining maturities.

Deposits - The fair value of demand  deposits,  savings  accounts,  and  certain
money market deposits is the amount payable on demand at the reporting date. The
fair value of  fixed-maturities  certificates  of deposit is estimated using the
rates currently offered for deposits of similar remaining maturities.

Advances  from  Federal Home Loan Bank - The fair value of advances is estimated
using rates currently available for advances of similar remaining maturities.

Commitments  -  The  fair  value  of   commitments  to  extend  credit  was  not
significant.

The estimated fair values of the Company's financial  instruments are as follows
at September 30, 1998 and 1997 (in thousands):
<TABLE>
<CAPTION>
                                                               1998                              1997
                                                    --------------------------------------------------------------
                                                                       Estimated                         Estimated
                                                     Carrying            Fair           Carrying           Fair
                                                      Amount             Value           Amount            Value
<S>                                                 <C>               <C>              <C>              <C>     
Financial assets:
 Cash and certificates of deposit                    $ 11,338          $ 11,338         $  6,502         $  6,502
 Investment and mortgage-backed securities             36,769            36,769           37,854           37,854
 Loans                                                348,687           352,000          350,230          352,000
 Less: allowance for loan losses                        3,515             3,515            3,355            3,355
                                                     --------          --------         --------         --------
 Loans, net of allowance                              345,172           348,485          346,875          348,645
                                                     --------          --------         --------         --------
Financial liabilities:
 Deposits                                             279,265           279,800          280,302          280,500
 Advances from Federal Home Loan Bank                  67,721            67,600           65,398           65,348
 Borrowings for common stock repurchases                5,178             5,178               --               --
</TABLE>

17. RELATED PARTY TRANSACTIONS

The Company has an employment  agreement  with an executive  officer under which
the Company  has agreed to pay the  executive  officer  annual  compensation  of
$142,000 through November 16, 2000.

The Company has severance agreements with certain other executive officers under
which the Company has agreed to aggregate payments of approximately  $885,000 in
the event  services  of the  executives  are  terminated  following a "change in
control" of the Company.

18. SAIF SPECIAL ASSESSMENT AND REGULATORY CAPITAL

On September 30, 1996  legislation  was enacted which  required that the Company
pay a SAIF special  assessment based upon its deposits as of March 31, 1995. The
$1,824,000  cost of this special  assessment  which was recorded as of September
30, 1996 was paid in the year ended  September 30, 1997. SAIF premiums have been
lower since the first quarter of the year ended September 30, 1997.

The Bank's actual capital and its statutory required capital levels based on the
consolidated  financial  statements  accompanying these notes was as follows (in
thousands):
<TABLE>
<CAPTION>
                                                                        September 30, 1998
                                         ----------------------------------------------------------------------------------
                                                                                                            To be Well
                                                                                                         Capitalized Under
                                                                            For Capital                  Prompt Corrective
                                                                         Adequacy Purposes               Action Provisions
                                         --------------------           --------------------          ---------------------
                                                 Actual                      Required                        Required
                                         --------------------           --------------------          ---------------------
                                         Amount           %             Amount           %            Amount           %
<S>                                     <C>            <C>             <C>             <C>           <C>              <C> 
Core capital                             $53,415        13.1%           $16,268         4.0%          $24,402          6.0%

Tangible capital                         $53,415        13.1%           $ 6,100         1.5%              N/A          N/A

Total Risk based capital                 $56,195        25.3%           $17,748         8.0%          $22,185         10.0%

Leverage                                 $53,415        13.1%               N/A         N/A           $20,335          5.0%
</TABLE>
 
                                                                             27

<PAGE>


<TABLE>
<CAPTION>

                                                                        September 30, 1998
                                         ----------------------------------------------------------------------------------
                                                                                                            To be Well
                                                                                                         Capitalized Under
                                                                            For Capital                  Prompt Corrective
                                                                         Adequacy Purposes               Action Provisions
                                         --------------------           --------------------          ---------------------
                                                 Actual                      Required                        Required
                                         --------------------           --------------------          ---------------------
                                         Amount           %             Amount           %            Amount           %

<S>                                     <C>            <C>             <C>             <C>           <C>             <C> 

Core capital                             $48,221        12.0%           $12,100         3.0%          $24,200          6.0%

Tangible capital                         $48,221        12.0%           $ 6,050         1.5%              N/A          N/A

Total Risk based capital                 $50,990        22.5%           $18,160         8.0%          $22,700         10.0%

Leverage                                 $48,221        12.0%               N/A         N/A           $20,170          5.0%

</TABLE>

The Federal  Deposit  Insurance  Corporation  Improvement Act of 1991 ("FDICIA")
required each federal banking agency to implement prompt corrective  actions for
institutions  that it regulates.  In response to this  requirement,  OTS adopted
final rules based upon  FDICIA's  five capital  tiers.  The rules provide that a
savings bank is "well  capitalized" if its total risk-based capital ratio is 10%
or greater,  its Tier 1 risk-based capital ratio is 6% or greater,  its leverage
is 5% or greater  and the  institution  is not  subject to a capital  directive.
Under  this  regulation,  the Bank was  deemed  to be "well  capitalized"  as of
September  30, 1998 and 1997 based upon the most recent  notifications  from its
regulators.  There are no  conditions or events since those  notifications  that
management believes would change its classifications.

19. SUMMARIZED FINANCIAL INFORMATION OF TECHE HOLDING COMPANY
(PARENT COMPANY ONLY)

                                 Balance Sheets

                                                    1998                1997
Assets:
 Investment in subsidiary                        $ 53,832*           $ 48,695*
 Due from subsidiary                                   --               2,450*
 Due from ESOP                                      2,086*              2,419*
 Other                                              1,787               1,207
                                                 --------            --------
                                                 $ 57,705            $ 54,771
                                                 ========            ======== 
Liabilities and stockholders' equity:
 Borrowings for common stock repurchase          $  5,178            $     --
 Accrued expenses                                      --                 412
 Stockholders' equity                              52,527              54,359
                                                 --------            --------
                                                 $ 57,705            $ 54,771
                                                 ========            ======== 


                             Statements of Earnings

                                               Year Ended September 30
                                      ------------------------------------------
                                        1998             1997             1996

Equity in earnings of subsidiary      $ 3,871 *        $ 3,938 *       $ 2,194 *
Interest income from subsidiary           264 *            429 *           937 *
Management fee and other expenses
  allocated to the Parent                (252)*           (799)*          (373)*
Other income (expenses)                   (38)             312             (62)
Income tax expense                        (32)             (13)           (175)
                                      -------          -------         -------
Net income                            $ 3,813          $ 3,867         $ 2,521
                                      =======          =======         =======


28

<PAGE>

<TABLE>
<CAPTION>

                            Statements of Cash Flows

                                                                Year Ended September 30
                                                            --------------------------------
                                                             1998       1997         1996
<S>                                                         <C>        <C>       <C>   
Cash Flows from Operating Activities                        $ 1,273    $ 3,019    $    200

Cash Flows from Investing Activities:
 Repayment of loan by subsidiary                                364        382*     10,250*
                                                            -------    -------    --------
   Net cash provided by investing activities                    364        382      10,250
                                                            -------    -------    --------
Cash Flows from Financing Activities:
 Borrowings under note payable agreement                        347         --          --
 Sale of common stock                                                       --          --
 Dividends paid                                              (1,592)    (1,581)     (2,313)
 Cash paid for purchase of common stock for treasury           (400)    (1,403)     (9,149)
                                                            -------    -------    --------
   Net cash used in financing activities                     (1,645)    (2,984)    (11,462)
                                                            -------    -------    --------
Net increase (decrease) in cash and cash equivalents             (8)       417      (1,012)
Cash and cash equivalents, beginning of year                    900        483       1,495
                                                            -------    -------    --------
Cash and cash equivalents, end of year                      $   892    $   900    $    483
                                                            -------    -------    --------
</TABLE>

*Eliminated in consolidation

Stockholder's equity of the Company includes the undistributed earnings of Teche
Federal  Savings Bank.  Dividends  are payable only out of retained  earnings or
current  net income.  Moreover,  dividends  to the  Company's  stockholders  can
generally be paid only from liquid assets of Teche Holding Company and dividends
paid to the Company by the Bank. The amount of capital of the Bank available for
dividends at September 30, 1998 was approximately $29,000,000.

20. NEW ACCOUNTING STANDARDS

In June 1997, the FASB issued SFAS No. 130,  "Reporting  Comprehensive  Income,"
effective for fiscal years  beginning  after  December 15, 1997.  This Statement
requires  that all items that are  required to be  recognized  under  accounting
standards  as  components  of  comprehensive  income be  reported in a financial
statement  that is displayed  with the same  prominence  as the other  financial
statements.  Other comprehensive  income includes unrealized gains and losses on
certain  investments in debt and equity  securities and certain other items.  In
addition,  the  accumulated  balance  of  other  comprehensive  income  must  be
displayed  separately in the  stockholders'  equity section of the  consolidated
balance sheet.  Reclassifications  of financial  statements for earlier periods,
provided for comparative purposes, is required. The Company cannot determine the
impact  that the  adoption  of this new  accounting  standard  will  have on its
consolidated financial statements until the completion of each reporting period.
The Company  presently  expects to adopt this accounting  standard on October 1,
1998 as required.

In June 1997,  the FASB issued SFAS No. 131,  "Disclosure  about  Segments of an
Enterprise  and Related  Information,"  which will be effective  for the Company
beginning  October 1, 1998. The Statement  redefines how operating  segments are
determined  and  requires   disclosure  of  certain  financial  and  descriptive
information  about a  Company's  operating  segments.  The  Company  has not yet
completed its analysis to determine which  operating  segments will be reflected
in its financial statements.

In June 1998,  the  Financial  Accounting  Standards  Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities" which establishes
accounting and reporting standards for derivative instruments, including certain
derivative  instruments  embedded in other contracts and for hedging activities.
Under  this  Statement,  a company  that  elects to apply  hedge  accounting  is
required to establish  at the  inception of the hedge the method it will use for
assessing  the  effectiveness  of the  hedging  derivative  and the  measurement
approach for  determining  the  ineffective  aspect of the hedge. At the date of
initial application,  a company may transfer any held-to-maturity  security into
the available-for-sale  category or the trading category. A company will then be
able  in  the   future   to   designate   a   security   transferred   into  the
available-for-sale  category as the hedged item. The unrealized

                                                                              29

<PAGE>

holding  gain or loss on a  held-to-maturity  security  transferred  to  another
category at the date of the initial  application  will be reported in net income
or accumulated  other  comprehensive  income consistent with the requirements of
SFAS No. 115. Such transfers from the  held-to-maturity  category at the date of
initial  adoption will not call into  question a company's  intent to hold other
debt securities to maturity in the future.

SFAS No. 133 applies to all entities and is effective for all fiscal quarters of
fiscal years beginning after June 15, 1999.  Earlier  adoption of this Statement
is permitted.  The Company expects to adopt this accounting  standard on October
1, 1999.


30

<PAGE>


Directors of
Teche Holding Company and
Teche Federal Savings Bank
--------------------------------------------
      W. Ross Little, Chairman
      Patrick O. Little
      Mrs. Mary Coon Biggs
      Donelson T. Caffery, Jr.
      Henry L. Friedman
      Mrs. Virginia Kyle Hine
      Dr. Thomas F. Kramer
      Robert E. Mouton
      Christian L. Olivier, Jr.
      W. Ross Little, Jr.

Advisory Directors of
Teche Federal Savings Bank
--------------------------------------------
      Charles H. Davidson
      Nelson D. Henry
      Robert Judice, Jr.
      W. Ross Little, Jr.
      Maunette B. Rischer

INDEPENDENT AUDITORS
--------------------------------------------
      Deloitte and Touche, LLP
      One Shell Square
      701 Poydras Street
      New Orleans, LA 70139

LEGAL COUNSEL
--------------------------------------------
      Biggs, Trowbridge, Supple,
      Cremaldi and Curet, L.L.P.
      Lawless Building
      Willow Street
      Franklin, LA 70538

SPECIAL COUNSEL
--------------------------------------------
      Malizia, Spidi, Sloane & Fisch, P.C.
      One Franklin Square
      1301 K. Street, N.W., Suite 700 East  
      Washington, D.C. 20005

REGISTRAR AND STOCK
TRANSFER AGENT
--------------------------------------------
      Registrar and Transfer Company
      10 Commerce Drive
      Cranford, NJ 07016-3572
      (800) 368-5948
      Fax (908) 497-2312

                                                                              31

<PAGE>


Officers of Teche Federal Savings Bank
--------------------------------------

      W. Ross Little ............... Chairman
      Patrick O. Little ............ President/CEO
      Robert E. Mouton ............. Executive Vice President
      Faye L. Ibert ................ Senior Vice-President
      J.L. Chauvin ................. Senior Vice-President/Treasurer
                                     Chief Financial Officer
      Daryl Broussard .............. Senior Vice-President
                                     Chief Lending Officer
      Stanley Plessela ............. Vice-President
      D. Ross Landry ............... Vice-President
      W. Ross Little, Jr. .......... Vice-President, Secretary
      Nancy Terrell ................ Vice-President
      Angela Badeaux ............... Vice President
      Glen Brown ................... Vice-President
      James P. Hamilton ............ Assistant Vice-President
      Elaine G. Cockerham .......... Assistant Vice-President
      Lydia B. Hebert .............. Assistant Vice-President
      Carol Nini ................... Assistant Vice-President
      Eddie LeBlanc ................ Assistant Vice-President,
                                     Internal Auditor
      Brenda Henson ................ Assistant Vice-President
      Karen Verret ................. Assistant Vice-President
      Wendy Frederick .............. Assistant Vice-President
      Tamaria B. LeCompte .......... Assistant Vice-President
      Gwen Sellers ................. Assistant Vice-President
      Lavergne Boutte .............. Assistant Vice-President
      Vicky Landry ................. Assistant Vice-President
      Mary Beth Brady .............. Assistant Vice-President
      Donna Cheely ................. Assistant Vice-President
      Irma Nell Bourque ............ Assistant Vice-President
      Andy Magers .................. Assistant Vice-President
      Beverly Adams ................ Assistant Vice-President
      Gerry Mouton ................. Assistant Vice-President
      Debbie Stevens ............... Assistant Vice-President
      Dalie Eldridge ............... Assistant Vice-President
      Bill Babineaux ............... Assistant Vice-President
      Lucille Wattigny ............. Assistant Vice-President
      Susan Simoneaux .............. Assistant Vice-President
      Theresa Landry ............... Assistant Vice-President
      Lynn Blanchard ............... Assistant Vice-President


32