SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-K
(Mark One)
[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the fiscal year ended                    September 30, 2003
                          --------------------------------------------------

                                     - or -

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the transition period from                      to
                               --------------------    ---------------------

Commission Number:  1-13712

                              TECHE HOLDING COMPANY
         ---------------------------------------------------------------
             (Exact name of Registrant as specified in its Charter)

                      Louisiana                               72-1287456
---------------------------------------------         --------------------------
(State or other jurisdiction of incorporation              (I.R.S. Employer
  or organization)                                         Identification No.)

211 Willow Street                                               70538
----------------------------------------              --------------------------
(Address of principal executive offices)                       Zip Code

Registrant's telephone number, including area code:    (337) 828-3212
                                                     ------------------

Securities registered pursuant to Section 12(b) of the Act:

   Title of Each Class                 Name of Each Exchange on which Registered
-------------------------------        -----------------------------------------
   Common Stock, par value                      American Stock Exchange
   $.01 per share

Securities registered pursuant to Section 12(g) of the Act:         None
                                                             -------------------

     Indicate  by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. YES  X   NO
                                             -----   -----

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

     The aggregate  market value of the voting stock held by  non-affiliates  of
the Registrant,  based on the closing price of the Registrant's  Common Stock as
quoted on the American  Stock  Exchange on December 19, 2003,  was $67.4 million
(1,860,450 shares at $36.25 per share).

     As of December 19, 2003 there were issued and outstanding  2,268,766 shares
of the Registrant's Common Stock.

                      DOCUMENTS INCORPORATED BY REFERENCE

1.   Portions  of the Annual  Report to  Stockholders  for the Fiscal Year Ended
     September 30, 2003. (Parts I, II and IV)
2.   Portions  of  the  Proxy   Statement   for  the  2004  Annual   Meeting  of
     Stockholders. (Part III)


<PAGE>

                                     PART I

     Teche Holding Company (the "Company" or the  "Registrant") may from time to
time make written or oral  "forward-looking  statements,"  including  statements
contained in the Company's  filings with the Securities and Exchange  Commission
(including  this Annual  Report on Form 10-K and the exhibits  thereto),  in its
reports to stockholders and in other  communications  by the Company,  which are
made in good faith by the Company  pursuant to the "safe  harbor"  provisions of
the Private Securities Litigation Reform Act of 1995.

     These forward-looking  statements involve risks and uncertainties,  such as
statements  of the  Company's  plans,  objectives,  expectations,  estimates and
intentions,  that are subject to change based on various important factors (some
of which are beyond the Company's control). The following factors, among others,
could cause the Company's  financial  performance to differ  materially from the
plans,  objectives,  expectations,  estimates and  intentions  expressed in such
forward-looking statements: the strength of the United States economy in general
and the strength of the local economy in which the Company conducts  operations;
the effects of, and changes in,  trade,  monetary and fiscal  policies and laws,
including  interest  rate  policies  of the board of  governors  of the  federal
reserve system, inflation, interest rates, market and monetary fluctuations; the
impact of changes in financial  services' laws and  regulations  (including laws
concerning taxes, banking, securities and insurance); technological changes; and
the success of the Company at managing the risks involved in the foregoing.

     The Company  cautions that the foregoing  list of important  factors is not
exclusive.  The  Company  does  not  undertake  to  update  any  forward-looking
statement,  whether written or oral, that may be made from time to time by or on
behalf of the Company.

Item 1.  Business
-----------------

General

     The Company is a Louisiana  corporation  organized in December  1994 at the
direction  of Teche  Federal  Savings  Bank (the "Bank" or "Teche  Federal")  to
acquire all of the capital stock that the Bank issued in its conversion from the
mutual to stock form of ownership (the  "Conversion").  References to the "Bank"
or "Teche Federal" herein,  unless the context requires otherwise,  refer to the
Company on a consolidated basis.

     The Bank is a community-oriented federal savings bank offering a variety of
financial  services  to meet the local  banking  needs of St.  Mary,  Lafayette,
Iberia,  St. Martin,  Terrebonne and upper  Lafourche  Parishes,  Louisiana (the
"primary  market  area").  At September 30, 2003,  Teche  Federal  conducted its
business from its office in New Iberia,  Louisiana,  and fourteen branch offices
in Bayou Vista (one office), Breaux Bridge (one office),  Franklin (one office),
Houma (three offices),  Lafayette (three offices), Morgan City (one office), New
Iberia (two  offices) and  Thibodaux  (one  office),  all within  Louisiana.  In
November  2003,  Teche  Federal  opened a new  branch  office  in  Baton  Rouge,
Louisiana.

     The Company and the Bank are subject to  regulation by the Office of Thrift
Supervision ("OTS"), the Federal Deposit Insurance  Corporation ("FDIC") and the
Securities and Exchange Commission ("SEC").


                                        1

<PAGE>

Market Area/Competition

     Teche  Federal's  home  office is located in  Franklin,  St.  Mary  Parish,
Louisiana.  The Bank also has  branch  offices  in the  contiguous  Parishes  of
Iberia, St. Martin, Lafayette, Terrebonne and Lafourche. In November 2003, Teche
Federal  opened a new branch office in Baton Rouge,  Louisiana and has scheduled
the  offering of another  branch in the same market area in Baton  Rouge,  to be
located inside a WalMart Supercenter.

     The local  economy  is  dependent  to a certain  extent on the oil and gas,
seafood and agricultural (primarily sugar cane) industries. These industries are
cyclical in nature and have a direct impact on the level and  performance of the
Bank's loan portfolio.  Economic downturns in the past have caused a decrease in
loan  originations  and  an  increase  in  nonperforming  assets.  However,  the
metropolitan Lafayette area, which is the fourth largest city in Louisiana,  has
experienced  sustained  growth and is the home to the University of Louisiana at
Lafayette,  several hospitals and various small-to medium-size  businesses,  and
has provided the Bank with increased lending opportunities.

     The Bank encounters  strong  competition both in the attraction of deposits
and origination of real estate and other loans. Competition comes primarily from
other  financial  institutions  in its primary  market area,  including  savings
banks,  commercial banks and savings associations,  credit unions and investment
and  mortgage  brokers  in  serving  its  primary  market  area.  The Bank  also
originates  mortgage  loans  through its branch  offices and  affiliations  with
mortgage  originators,  secured by properties throughout its primary market area
and other locations in Louisiana.

Lending Activities

     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.  Additionally,
management  emphasizes the origination of consumer loans  (primarily home equity
loans),  alternative mortgage loans, commercial loans and commercial real estate
loans for retention in the Company's loan portfolio.  Alternative mortgage loans
originated by the Bank are residential real estate loans that do not meet all of
the Bank's standard loan underwriting criteria.







                                        2

<PAGE>

     Analysis of Loan  Portfolio.  Set forth below is selected  data relating to
the composition of the Bank's loan portfolio at the dates indicated.

<TABLE>
<CAPTION>


                                                                              At September 30,
                                                       2003                         2002                          2001
                                             -----------------------      ------------------------      -----------------------
                                                            Percent                       Percent                      Percent
                                              Amount        of Total       Amount         of Total       Amount        of Total
                                              ------        --------       ------         --------       ------        --------
                                                                           (Dollars in Thousands)
<S>                                        <C>             <C>          <C>              <C>          <C>             <C>
Residential real estate mortgage loans:
  One- to four-family..................      $242,726        67.23%       $253,668         71.60%       $293,435        76.21%
  Construction/permanent loans.........        13,546         3.75           8,814          2.49           8,908         2.31
  Multi-family.........................         6,854         1.90           5,804          1.64           1,107         0.29
Commercial real estate loans...........        19,786         5.48           7,792          2.20          10,775         2.80
Commercial non-real estate loans.......         3,457         0.96           3,295          0.93              --           --
Land loans.............................         7,743         2.14           8,750          2.47           9,161         2.38
Consumer loans:
  Home equity loans ...................        41,770        11.57          40,779         11.51          36,039         9.36
  Loans on savings accounts............         4,247         1.18           3,978          1.12           4,536         1.18
  Mobile Home Loans                            14,693         4.08          12,972          3.66          10,426         2.71
  Other................................         6,164         1.71           8,437          2.38          10,625         2.76
                                              -------       ------         -------        ------         -------       ------
       Total loans.....................       360,986       100.00%        354,289        100.00%        385,012       100.00%
                                                            ======                        ======                       ======
Less:
  Allowance for loan losses............         3,397                        3,459                         3,436
  Deferred loan fees, net..............           459                          207                           746
                                              -------                      -------                       -------
        Net loans......................      $357,130                     $350,623                      $380,830
                                              =======                      =======                       =======

</TABLE>


<TABLE>
<CAPTION>


                                                                At September 30,
                                                        2000                        1999
                                              -----------------------      ----------------------
                                                             Percent                     Percent
                                               Amount        of Total      Amount        of Total
                                               ------        --------      ------        --------

<S>                                          <C>             <C>         <C>             <C>
Residential real estate mortgage loans:
  One- to four-family..................        $310,505        79.47%      $296,602        85.43%
  Construction/permanent loans.........          10,821         2.77          4,620         1.33
  Multi-family.........................           1,186         0.30          1,318         0.38
Commercial real estate loans...........           5,465         1.40          5,207         1.50
Commercial non-real estate loans.......              --           --             --           --
Land loans.............................           8,173         2.09          5,501         1.58
Consumer loans:
  Home equity loans ...................          33,007         8.45         19,655         5.66
  Loans on savings accounts............           4,960         1.27          5,166         1.49
  Mobile Home Loans                               6,446         1.65            631         0.18
  Other................................          10,171         2.60          8,481         2.45
                                                -------       ------        -------       ------
       Total loans.....................         390,734       100.00%       347,181       100.00%
                                                              ======                      ======
Less:
  Allowance for loan losses............           3,630                       3,537
  Deferred loan fees, net..............             592                         658
                                                -------                     -------
        Net loans......................        $386,512                    $342,986
                                                =======                     =======

</TABLE>



                                        3

<PAGE>

     Loan Maturity  Tables.  The following  table sets forth the maturity of the
Bank's  residential  construction  and commercial  real estate loan portfolio at
September  30,  2003.  The  table  does not  include  prepayments  or  scheduled
principal  repayments.  Adjustable-rate  loans  are shown as  maturing  based on
contractual maturities.


                                                 Residential
                                                Construction/      Commercial
                                                  Permanent        Real Estate
                                                ------------       -----------

Amounts due:
  1 year or less.............................      $ 3,644          $    443
                                                    ------            ------
  After 1 year:
    1 year to 5 years........................           --             4,483
    More than 5 years........................        9,902            14,860
                                                    ------            ------

      Total due after September 30, 2004.....        9,902            19,343
                                                    ------            ------

      Total amount due.......................      $13,546           $19,786
                                                    ======            ======


     The  following   table  sets  forth  the  dollar   amount  of   residential
construction/permanent   loans  and  commercial  real  estate  loans  due  after
September  30,  2004  that  have  pre-determined  interest  rates  and that have
floating or adjustable interest rates.


                                                     Floating or
                                           Fixed      Adjustable
                                           Rates        Rates        Total
                                           -----        -----        -----
                                                    (In Thousands)

Residential construction/permanent.....   $ 7,166      $ 2,736      $ 9,902
Commercial real estate.................     5,768       13,575       19,343
                                            -----       ------       ------
      Total............................   $12,934      $16,311      $29,245
                                           ======       ======       ======


     One- to Four-Family  Residential Loans. Teche Federal generally  originates
single-family owner occupied  residential mortgage loans in amounts up to 80% of
the lower of the appraised  value or selling price of the property  securing the
loan. The Bank also  originates such loans in amounts up to 100% of the lower of
the appraised  value or selling price of the mortgaged  property,  provided that
private  mortgage  insurance  is  provided on the amount in excess of 90% of the
lesser of the appraised value or selling price.

     The Bank offers fixed-rate and adjustable-rate mortgage loans with terms of
up to 30 years, which amortize monthly. Interest rates charged on mortgage loans
are  competitively  priced  based on market  conditions  and the Bank's  cost of
funds.  The Bank  originates and holds most of its fixed-rate  mortgage loans as
long term investments. Most loans are originated in conformance with the Federal
Home Loan  Mortgage  Corporation  ("FHLMC")  and the Federal  National  Mortgage
Association  ("FNMA")  guidelines  and can  therefore  be sold in the  secondary
market should management deem it necessary. The Bank originated $48.5 million of
fixed-rate mortgage loans during the year ended September 30, 2003.

     Alternative  mortgage  loans  originated by the Bank are  residential  real
estate loans that do not meet the Bank's standard loan underwriting criteria due
to, among other things,  higher loan to value ratios,  lack of private  mortgage
insurance,  weaker credit  characteristics  of the  borrower,  absence of credit
history or

                                        4

<PAGE>

the non-conforming nature of the property securing the loan. Because these loans
may have higher credit risks,  they also provide  higher yields to the Bank. The
Bank attempts to minimize the credit risk by ensuring  that the  borrowers  meet
some of the Bank's standard  underwriting  criteria and securing such loans only
by residential real estate.  At September 30, 2003,  alternative  mortgage loans
comprised $56.9 million or 15.8% of the total loan portfolio.

     Residential  Construction/Permanent  Loans. The Bank's  construction  loans
have  primarily been made to finance the  construction  of  single-family  owner
occupied residential  properties and, to a limited extent, single family housing
for sale by  contractors.  Construction/permanent  loans  generally  are made to
customers   of  the  Bank  in  its  primary   market   area.   The  Bank  offers
construction/permanent  loans in amounts up to 80% of the appraised value of the
property  securing the loan.  Loan  proceeds  are  disbursed  in  increments  as
construction progresses and as inspections warrant. Construction/permanent loans
to individuals generally do not pay off at completion of the construction phase,
but are automatically  transferred to the Bank's one- to four-family residential
portfolio.  These  single-family  residential  loans are structured to allow the
borrower to pay interest only on the funds advanced for the  construction  for a
period of up to nine  months  at the end of which  time the loan  converts  to a
permanent mortgage.

     Multi-Family  and Commercial Real Estate Loans.  The Bank originates  loans
secured  by multi-  family  and  commercial  real  estate,  including  non-owner
occupied residential multi-family dwelling units (more than four units), as well
as professional  office  buildings and apartment  complexes.  This portfolio has
grown in  recent  years,  and the Bank  anticipates  that  this  portfolio  will
continue to grow.

     The Bank generally originates multi-family and commercial real estate loans
up to 80% of the  appraised  value of the property  securing the loan  depending
upon the type of collateral.  The Bank's  philosophy is to originate  commercial
real estate and  multi-family  loans only to borrowers  known to the Bank and on
properties in its market area. The multi-family and commercial real estate loans
in the Bank's  portfolio  generally  consist of fixed-rate  loans and ARMs which
were originated at prevailing market rates for terms up to 15 years.

     Loans  secured by  multi-family  and  commercial  real estate are generally
larger and involve a greater degree of risk than one- to four-family residential
mortgage loans.  Of primary  concern in multi-family  and commercial real estate
lending  is the  borrower's  creditworthiness,  the  feasibility  and cash  flow
potential of the project, and the outlook for successful operation or management
of the  properties.  As a result,  repayment  of such  loans may be subject to a
greater extent than residential  real estate loans to adverse  conditions in the
real estate market or the economy. In accordance with the Bank's  classification
of assets policy and procedure, the Bank requests annual financial statements on
major loans secured by multi-family and commercial real estate. At September 30,
2003 the aggregate balance of the five largest  multi-family and commercial real
estate loans totaled $6.5 million with no single loan larger than $2.2 million.

     Commercial  Non-real Estate Loans. At September 30, 2003, the Bank had $3.5
million invested in commercial  non-real estate loans. Such loans are commercial
business  loans  primarily to small  business  owners in the Bank's market area.
These loans are  typically  secured by equipment,  machinery and other  business
assets and  generally  have terms of three to five  years.  Commercial  business
loans  generally  have  higher  interest  rates and  shorter  terms than one- to
four-family  residential  mortgage  loans,  but also involve a greater degree of
risk. These loans may have higher average balances, increased difficulty of loan
monitoring and a higher risk of default since their repayment  generally depends
on the  successful  operation  of the  borrower's  business.  The Bank  tries to
minimize  its risk  exposure by limiting  these loans to proven  businesses  and
obtaining personal guarantees from the borrowers whenever possible.


                                        5

<PAGE>

     Land Loans.  At September 30, 2003,  the Bank had $7.7 million  invested in
residential lot loans to individuals.

     Home Equity Loans.  The Bank also offers home equity loans on single family
residences.  At September  30, 2003,  home equity  mortgage  loans totaled $41.8
million.  While the Bank does offer adjustable rate home equity lines of credit,
the majority of the home equity  portfolio  have fixed rates with a maximum term
of 30 years.  A variety of home  equity  loan  programs  are  offered  including
combined  loan to values up to 125.00% of  collateral,  however,  such loans are
generally for shorter terms.  Creditworthiness,  capacity, and loan to value are
the primary factors considered during underwriting.  To offset additional credit
risk and  higher  combined  loan to  values,  the Bank  reduces  loan  terms and
increases loan yields.

     Consumer Loans.  The Bank also offers loans in the form of loans secured by
deposits,  home equity loans,  automobile loans,  mobile home loans, credit card
loans and unsecured personal consumer loans.  Federal regulations allow the Bank
to make secured and unsecured consumer loans of up to 35% of the Bank's assets.

     Loans  secured by deposits at the Bank are made up to 100% of the  deposit.
At September 30, 2003, the Bank had $4.2 million of loans secured by deposits.

     Teche  Federal  also  originates  automobile  and  mobile  home  loans.  At
September  30, 2003,  the Bank had $3.6 million and $14.7  million of automobile
and mobile home loans, respectively.

     Consumer  loans  tend  to be  originated  at  higher  interest  rates  than
conventional residential mortgage loans and for shorter terms which benefits the
Bank's interest rate risk management.  However, consumer loans generally involve
more risk than first mortgage one- to four-family residential real estate loans.
Repossessed  collateral for a defaulted loan may not provide an adequate  source
of repayment  of the  outstanding  loan  balance as a result of damage,  loss or
depreciation,  and the  remaining  deficiency  often  does not  warrant  further
substantial   collection  efforts  against  the  borrower.  In  addition,   loan
collections are dependent on the borrower's continuing financial stability,  and
thus are more likely to be adversely affected by job loss,  divorce,  illness or
personal bankruptcy. Further, the application of various state and federal laws,
including  federal and state bankruptcy and insolvency law, may limit the amount
which may be  recovered.  These  loans may also  give  rise to  defenses  by the
borrower  against the Bank and a borrower may be able to assert against the Bank
claims  and  defenses  which  it  has  against  the  seller  of  the  underlying
collateral.  In underwriting  consumer loans,  the Bank considers the borrower's
credit  history,  an analysis of the borrower's  income and ability to repay the
loan, and the value of the collateral.

     Loans-to-One  Borrower.  Savings  associations cannot make any loans to one
borrower in an amount that exceeds in the aggregate  15% of  unimpaired  capital
and retained income on an unsecured basis and an additional  amount equal to 10%
of  unimpaired  capital  and  retained  income if the loan is secured by readily
marketable collateral  (generally,  financial  instruments,  not real estate) or
$500,000, whichever is higher. The Bank's maximum loan-to-one borrower limit was
approximately $8.5 million as of September 30, 2003.

Non-Performing and Problem Assets

     General.  Teche  Federal's  primary market area is dependent,  to a certain
extent,  on the oil and gas,  seafood and  agricultural  (primarily  sugar cane)
industries.  These industries are cyclical in nature and have a direct impact on
the level and performance of the Bank's loan portfolio.  Management  continually
monitors its loan portfolio for appropriate underwriting standards.


                                        6

<PAGE>

     Non-Performing  Assets and  Delinquencies.  When a borrower fails to make a
required payment on a loan and does not cure the delinquency promptly,  the loan
is classified as delinquent. In this event, the normal procedure followed by the
Bank is to make contact with the borrower at  prescribed  intervals in an effort
to bring the loan to a current status.  In most cases,  delinquencies  are cured
promptly.  If a  delinquency  is not cured,  the Bank  normally,  subject to any
required prior notice to the borrower,  commences  foreclosure  proceedings,  in
which the  property may be sold.  In a  foreclosure  sale,  the Bank may acquire
title to the  property  through  foreclosure,  in which  case  the  property  so
acquired is offered for sale and may be financed by a loan involving  terms more
favorable to the borrower than those normally offered.  Any property acquired as
a result of  foreclosure or by deed in lieu of foreclosure is classified as real
estate owned until such time as it is sold or otherwise  disposed of by the Bank
to recover its  investment.  Any real estate  acquired in settlement of loans is
initially recorded at the estimated fair value at the time of acquisition and is
subsequently  reduced by additional  allowances which are charged to earnings if
the  estimated  fair value of the  property  declines  below its initial  value.
Subsequent  costs directly  relating to development  and improvement of property
are  capitalized  (not to exceed fair value),  whereas  costs related to holding
property are expensed.

     The Bank's general policy is to place a loan on nonaccrual  status when the
loan  becomes  90 days  delinquent  or  otherwise  demonstrates  other  risks of
collectibility.  Interest on loans that are  contractually  90 days or more past
due is reserved through an allowance account.  The allowance is established by a
charge to interest income equal to all interest previously accrued, and interest
is subsequently  recognized only to the extent cash payments are received until,
in management's  judgment,  the borrower's ability to make periodic interest and
principal  payments  is back to normal,  in which case the loan is  returned  to
accrual status.






                                        7

<PAGE>

     The following table sets forth  information  regarding  non-accrual  loans,
real estate owned ("REO"),  and loans that are 90 days or more delinquent but on
which the Bank was accruing  interest at the dates  indicated  and  restructured
loans. There are no restructured loans other than those included in the table.


<TABLE>
<CAPTION>
                                                                                 At September 30,
                                                          -----------------------------------------------------------
                                                           2003         2002         2001         2000         1999
                                                           ----         ----         ----         ----         ----
                                                                          (Dollars in thousands)
<S>                                                     <C>          <C>          <C>          <C>          <C>
Loans accounted for on a non-accrual basis:
 Mortgage loans:
   Permanent loans secured by one- to four-family
     residences.....................................      $   633      $   919      $   294      $   793      $   609
   All other mortgage loans.........................          114          216           71           76           --
 Consumer...........................................          225          440          300          144           51
                                                             ----       ------       ------       ------       ------
      Total.........................................      $   972      $ 1,575      $   665      $ 1,013      $   660
                                                           ======       ======       ======       ======       ======

Accruing loans which are contractually past
  due 90 days or more:
 Mortgage loans:
   Permanent loans secured by one- to four-family
     residences ....................................      $    --      $    --      $    --      $    --      $    --
   All other mortgage loans.........................          733          736           --           --           --
 Consumer...........................................           --           --           --           --           --
                                                           ------       ------      -------       ------       ------
      Total.........................................      $   733      $   736      $    --      $    --      $    --
                                                           ======       ======      =======       ======       ======
Total non-performing loans..........................      $ 1,705      $ 2,311      $   665      $ 1,013      $   660
                                                           ======       ======       ======       ======       ======

Real estate owned...................................      $   269      $   580      $   282      $   232      $   178
                                                           ======       ======       ======       ======       ======
Total non-performing assets.........................      $ 1,974      $ 2,891      $   947      $ 1,245      $   838
                                                           ======       ======       ======       ======       ======
Total non-performing loans to total loans
  outstanding before allowance......................         0.47%        0.65%        0.18%        0.28%        0.24%
                                                             ====        =====         ====        =====        =====
Total non-performing loans to total assets..........         0.32%        0.45%        0.14%        0.21%        0.15%
                                                             ====        =====         ====        =====        =====
Total non-performing assets to total assets.........         0.37%        0.56%        0.21%        0.26%        0.19%
                                                             ====        =====         ====        =====        =====
</TABLE>

     Interest  income that would have been recorded on loans  accounted for on a
non-accrual basis under the original terms of such loans was not significant for
the year ended September 30, 2003.

     Real  Estate  Owned.  Real  estate  acquired  by the Bank as the  result of
foreclosure or by deed in lieu of foreclosure is classified as real estate owned
until it is sold.  When property is acquired it is recorded at the fair value at
the date of  foreclosure.  At September  30,  2003,  the Bank had REO with a net
balance of $269,000.

     Allowances for Loan Losses and Real Estate Owned.  Management  periodically
estimates  the likely level of losses on loans and  foreclosed  REO to determine
whether  the  allowance  for loan  losses is  adequate  to absorb  losses in the
existing  portfolio.  Based on these  estimates,  a provision for loan losses is
charged to operations in order to adjust the allowance to a level  determined to
be adequate to absorb  anticipated  future losses.  These  estimates are made at
least every quarter.

     Management's  judgment  as to the level of the  allowance  for loan  losses
involves the  consideration  of the following  factors:  current and anticipated
economic  conditions and their potential effects on borrowers,  an evaluation of
the existing  relationships  among borrowers and loans, the present level of the
allowance,  the Bank's  historical loss  experience,  the historical  charge-off
percentages for state and national savings banks, the results of examinations of
the loan portfolio by regulatory  agencies and  management's  internal review of
the  loan  portfolio.   In  addition,   management  considers  changes  in  loan
concentrations

                                        8

<PAGE>

by type of loan that occurred during the period.  Because certain types of loans
have higher credit risk,  greater  concentrations of such loans may result in an
increase to the allowance.  In determining the  collectibility of certain loans,
the estimated value of any underlying collateral is considered.  Management also
takes into account the total amount of past due loans and within such group, the
amount  that is  thirty,  sixty,  ninety or  one-hundred  twenty  days past due.
Nonperforming loans are evaluated individually,  based primarily on the value of
the underlying  collateral securing the loan. Larger loans, such as multi-family
mortgages and  commercial  loans are also  generally  evaluated  for  impairment
individually.

     There can be no assurance that the allowance for losses will be adequate to
cover  losses  that may in fact be  realized  in the future and that  additional
provisions for losses will not be required.



                                        9

<PAGE>

     Allocation of Allowance for Loan Losses. The following table sets forth the
allocation  of the Bank's  allowance  for loan losses by loan  category  and the
percent  of loans  in each  category  to total  loans  receivable  at the  dates
indicated.  The  portion  of the loan  loss  allowance  allocated  to each  loan
category  does not  represent  the total  available  for losses  which may occur
within the loan  category  since the total loan loss  allowance  is a  valuation
reserve  applicable to the entire loan portfolio.  The change in allocation from
September 30, 2002 to September 30, 2003 reflects the relative  balances at year
end of each loan category as well as management's  assessment at year end of the
risk characteristics of each loan category.


<TABLE>
<CAPTION>
                                                                        At September 30,
                               --------------------------------------------------------------------------------------------------
                                      2003                2002                2001                2000                1999
                               ------------------  ------------------  ------------------  ------------------  ------------------
                                      Percent of          Percent of          Percent of          Percent of          Percent of
                                       Loans to            Loans to            Loans to            Loans to            Loans to
                               Amount Total Loans  Amount Total Loans  Amount Total Loans  Amount Total Loans  Amount Total Loans
                               ------ -----------  ------ -----------  ------ -----------  ------ -----------  ------ -----------
                                                                                             (Dollars in Thousands)
<S>                          <C>      <C>        <C>      <C>        <C>      <C>        <C>      <C>        <C>      <C>
At end of year allocated to:
One- to four-family ........   $1,112    67.23%    $1,866    71.60%    $2,595    76.21%    $2,742    79.47%    $2,664    85.43%
Multi-family and commercial
  real estate ..............    1,106     7.38        350     3.84        114     3.09        121     1.70        121     1.88
Construction ...............       62     3.75          5     2.49         15     2.31         16     2.77         15     1.33
Home equity ................      515    11.57        562    11.51        386     9.36        429     8.45        423     5.66
Consumer and other loans ...      602    10.07        676    10.56        326     9.03        322     7.61        314     5.70
                               ------   ------     ------   ------     ------   ------     ------   ------     ------   ------
Total allowance(1) .........   $3,397   100.00%    $3,459   100.00%    $3,436   100.00%    $3,630   100.00%    $3,537   100.00%
                               ======   ======     ======   ======     ======   ======     ======   ======     ======   ======
</TABLE>

------------------------
(1) Includes specific reserves for assets classified as loss.



                                       10

<PAGE>

     Analysis of the Allowance for Loan Losses.  The following  table sets forth
information with respect to the Bank's allowance for loan losses for the periods
indicated:


<TABLE>
<CAPTION>
                                                                          At September 30,
                                                       2003        2002         2001         2000         1999
                                                    ---------    ---------    ---------    ---------    ---------
                                                                       (Dollars in Thousands)

<S>                                               <C>          <C>          <C>          <C>          <C>
Total loans outstanding, net ...................    $ 357,130    $ 350,623    $ 380,830    $ 386,512    $ 342,986
                                                    =========    =========    =========    =========    =========
Average loans outstanding ......................    $ 349,738    $ 364,676    $ 389,963    $ 382,173    $ 340,540
                                                    =========    =========    =========    =========    =========

Allowance balances (at beginning of year).......    $   3,459    $   3,436    $   3,630    $   3,537    $   3,515
                                                    ---------    ---------    ---------    ---------    ---------
Provision ......................................           75          205           80          120          150
                                                    ---------    ---------    ---------    ---------    ---------
Charge offs:
  Residential real estate mortgage loans:
    One- to four-family units ..................          (78)         (99)         (91)         (23)         (60)
  Construction loans ...........................          (49)          --           --           --           --
  Multi-family and commercial
    real estate loans ..........................          (20)          (1)         (10)          --           --
  Land loans ...................................           --           (1)          --           --           --
  Other ........................................         (168)        (114)        (185)         (66)        (112)
                                                    ---------    ---------    ---------    ---------    ---------
      Total charge-offs ........................         (315)        (215)        (286)         (89)        (172)
Recoveries
  Residential real estate mortgage loans:
    One- to four-family units ..................           66            5            1           19           38
  Construction loans ...........................            6           --           --           --           --
  Multi-family and commercial
     real estate loans .........................            1           --           --           --           --
  Land loans ...................................           --           --           --           --           --
  Other ........................................          105           28           11           43            6
                                                    ---------    ---------    ---------    ---------    ---------
      Total recoveries .........................          178           33           12           62           44
                                                    ---------    ---------    ---------    ---------    ---------
  Net (charge-offs) ............................         (137)        (182)        (274)         (27)        (128)
                                                    ---------    ---------    ---------    ---------    ---------
Allowance balance (at end of year) .............    $   3,397    $   3,459    $   3,436    $   3,630    $   3,537
                                                    =========    =========    =========    =========    =========

Allowance for loan losses to total loans
  outstanding before allowance..................         0.94%        0.98%        0.89%        0.93%        1.02%
Net loans charged off as a percent of
  average loans outstanding before allowance....         0.09%        0.05%        0.07%        0.01%        0.04%
</TABLE>


Investment Activities

     General.  To  supplement  lending   activities,   the  Company  invests  in
residential  mortgage-backed   securities,   including  collateralized  mortgage
obligations  ("CMO's"),  investment  securities and interest-  bearing deposits.
These investments have historically consisted of investment securities issued by
U.S. government agencies and government-sponsored  corporations. Such securities
can serve as collateral for borrowings and,  through  repayments and maturities,
as a source of liquidity.



                                       11

<PAGE>

     The Company is authorized  to invest in various types of assets,  including
U.S.   Treasury   obligations,   securities  of  various  federal  agencies  and
government-sponsored  corporations,  including securities issued by FHLMC, FNMA,
and the  Government  National  Mortgage  Association,  securities  of state  and
municipal governments,  deposits at the FHLB of Dallas,  certificates of deposit
of federally  insured  institutions,  certain  bankers'  acceptances and federal
funds.  Subject to various  restrictions,  the Company also has the authority to
invest in commercial  paper,  corporate  debt and/or equity  securities  and ARM
funds, the assets of which conform to the investments  that federally  chartered
savings institutions are otherwise authorized to make directly.

     The Company's investments in mortgage-backed  securities and CMO's includes
securities  issued  by  government  agencies,   private  issuers  and  financial
institutions.  At September 30, 2003, the Company's  investment in CMO's did not
include any residual interest or interest-only or principal-only  securities. As
a matter of policy,  the Company does not invest in residual  interests of CMO's
or interest-only and principal-only securities. The CMO's held by the Company at
September  30,  2003  consisted  of  floating  rate  and  fixed  rate  tranches.
Generally,  private issued CMO's tend to have greater prepayment and credit risk
than those issued by government agencies or  government-sponsored  corporations,
such as the FHLMC, FNMA and GNMA, because they often are secured by jumbo loans.
At September  30, 2003,  the Bank had CMO's with an aggregate  estimated  market
value of $300,000,  all of which were privately  issued. To minimize the risk of
private issued CMO's,  the Bank only purchases  those CMOs rated AA or better by
one of the rating agencies.

     The  following  table  sets  forth  the  carrying  value  of the  Company's
investment  portfolio,  short-term  investments  and  FHLB  stock  at the  dates
indicated.


                                                          At September 30,
                                                 -------------------------------
                                                   2003        2002       2001
                                                  ------      ------     ------
                                                          (In Thousands)

Investment securities issued by U.S.
  government agencies and corporations.........  $  3,236    $     --   $     --
FHLB Stock.....................................     6,477       5,211      4,776
Mortgage-backed securities.....................   126,038      84,034     21,532
CMO's..........................................       329      10,744     19,395
Municipal obligations..........................        38          59         70
Equity securities..............................         6         170        233
                                                  -------     -------     ------
   Total investment and mortgage-backed
      securities...............................   136,124     100,218     46,006
Interest-bearing deposits......................     1,622      24,767     13,777
                                                  -------     -------    -------
   Total investments...........................  $137,746    $124,985   $ 59,783
                                                  =======     =======    =======



                                       12

<PAGE>

     Investment  Portfolio  Maturities.  The following  table sets forth certain
information regarding the amortized cost, carrying value, market value, weighted
average  yields and  maturities  of the Bank's  investment  and  mortgage-backed
securities portfolio at September 30, 2003.


<TABLE>
<CAPTION>
                                                            As of September 30, 2003
                               -------------------------------------------------------------------------------
                                One Year or Less   One to Five Years   Five to Ten Years   More than Ten Years
                               ------------------  -----------------   -----------------   -------------------
                               Amortized  Average  Amortized Average   Amortized Average   Amortized   Average
                                 Cost      Yield     Cost     Yield      Cost     Yield      Cost       Yield
                               ---------  -------  --------- -------   --------- -------   ---------   -------
                                                            (Dollars in Thousands)
<S>                          <C>           <C>    <C>       <C>       <C>        <C>      <C>          <C>
Investment securities issued
 by U.S. government agencies
 and corporations ..........   $    --       --%    $   --      --%     $ 3,275    4.10%    $    --       --%
Mortgage-backed securities
available for sale(1) ......        --       --         38    8.15       15,786    3.64      80,837     3.36
Mortgage-backed securities
 held-to-maturity ..........        --       --         --      --       14,638    4.08      15,631     2.74
CMO's held to maturity(1) ..        --       --         --      --           --      --         325     7.17
FHLB stock .................        --       --         --      --           --      --          --       --
Municipal obligations(2) ...        38     3.84         --      --           --      --          --       --
Equity securities ..........        --       --         --      --           --      --          --       --
                                ------               -----               ------              ------

      Total ................   $    38     3.84%    $   38    8.15%     $33,699    3.88%    $96,793     3.27%
                                ======               =====               ======              ======
</TABLE>

                                            As of September 30, 2003
                                   -----------------------------------------
                                               Total Investments
                                   -----------------------------------------
                                   Amortized   Average   Carrying    Market
                                     Cost       Yield      Value     Value
                                   ---------   -------   --------    ------

Investment securities issued
 by U.S. government agencies
 and corporations ..........        $  3,275     4.10%   $  3,236   $  3,236
Mortgage-backed securities
available for sale(1) ......          96,661     3.41      95,769     95,769
Mortgage-backed securities
 held-to-maturity ..........          30,269     3.39      30,269     30,714
CMO's held to maturity(1) ..             325     7.17         329        329
FHLB stock .................           6,477     2.00       6,477      6,477
Municipal obligations(2) ...              38     3.84          38         38
Equity securities ..........               3       --           6          6
                                     -------              -------    -------

      Total ................        $137,048     3.36%   $136,124   $136,569
                                    ========     ====    ========   ========

------------------------
(1)  Does not assume prepayment
(2)  Yields on municipal obligations have not been computed on a tax  equivalent
     basis.



                                       13

<PAGE>

Sources of Funds

     General.  Deposits are the major source of the Bank's funds for lending and
other investment  purposes.  Teche Federal also derives funds from  amortization
and  prepayment  of  loans  and  mortgage-  backed  securities,   maturities  of
investment  securities  and  operations.  Scheduled  loan principal and interest
payments are a relatively  stable  source of funds,  while  deposit  inflows and
outflows and loan prepayments are  significantly  influenced by general interest
rates and market conditions.  Teche Federal also utilizes advances from the FHLB
of Dallas.

     Deposits.  Consumer and commercial deposits are attracted  principally from
within the Bank's primary market area through the offering of a broad  selection
of deposit  instruments  including regular savings,  demand and NOW accounts and
certificates  of deposit.  Deposit  account terms vary  according to the minimum
balance  required,  the time  period  the funds must  remain on deposit  and the
interest rate, among other factors.

     The  interest  rates paid by the Bank on  deposits  can be set daily at the
direction of senior management.  Senior management  determines the interest rate
to offer the public on new and maturing accounts.  Senior management obtains the
interest rates being offered by other financial  institutions  within its market
area.  This data along with a report showing the dollar value of certificates of
deposit maturing is reviewed and interest rates are determined.

     Non-interest  bearing demand accounts constituted $30.5 million, or 8.7% of
the Bank's deposit  portfolio at September 30, 2003.  Money market  accounts and
NOW  accounts  constituted  $111.8  million,  or  32.0%  of the  Bank's  deposit
portfolio at September 30, 2003.  Regular  savings  accounts  constituted  $30.0
million,  or 8.6%  of the  Bank's  deposit  portfolio  at  September  30,  2003.
Certificates  of deposit  constituted  $176.9  million  or 50.7% of the  deposit
portfolio,  including  $52.8 million of which had balances of $100,000 and over.
As of September 30, 2003, the Bank had no brokered deposits.

     Certificate  Accounts of $100,000 or More. Teche Federal maintains a policy
of offering  higher interest rates on certificates  with larger  balances.  As a
result, to some extent,  Teche Federal customers tend to consolidate accounts to
earn the highest possible interest. This enables the Bank to effectively compete
in the  marketplace,  reduce the number of accounts and  associated  costs,  and
increase,  to some  extent the number of accounts  with  balances of $100,000 or
more. The following  table  indicates the amount of the Bank's  certificates  of
deposit of $100,000 or more by time remaining until maturity as of September 30,
2003.


                                            Certificates
                                             of Deposit            Weighted
                                            ------------
                                           (In Thousands)        Interest Rate
                                                                 -------------
Maturity Period:
---------------
3 months or less.......................       $ 9,842                3.55%
Over 3 through 6 months................         5,922                2.13
Over 6 through 12 months...............        11,159                2.51
Over 12 months.........................        25,897                4.15
                                               ------                ----
Totals.................................       $52,820                3.46%
                                               ======                ====


                                       14

<PAGE>

Borrowings

     Deposits  are the  primary  source  of  funds  of the  Bank's  lending  and
investment activities and for its general business purposes. The Bank may obtain
advances  from the FHLB of Dallas to  supplement  its supply of lendable  funds.
Advances from the FHLB of Dallas are typically secured by a pledge of the Bank's
stock in the FHLB of Dallas and a portion of the Bank's first mortgage loans and
certain other assets.  The Bank, if the need arises, may also access the Federal
Reserve Bank discount  window to supplement  its supply of lendable funds and to
meet deposit withdrawal  requirements.  At September 30, 2003, Teche Federal had
$126.3 million in advances outstanding from the FHLB of Dallas.

     The  following  table sets forth certain  information  regarding the Bank's
short term advances at or for the years ended on the dates indicated:


<TABLE>
<CAPTION>
                                                               At or For the Year Ended September 30,
                                                           -----------------------------------------------
                                                                 2003           2002            2001
                                                           --------------- --------------- ---------------
                                                                            (Dollars in Thousands)
<S>                                                          <C>            <C>               <C>
FHLB advances:
  Average balance outstanding.............................     $ 5,736        $    167          $25,946
  Maximum amount outstanding at any
     month-end during the year............................      19,649           8,000           60,700
  Balance outstanding at end of year......................      19,649              --               --
  Weighted average interest rate during the year..........        4.97%           2.68%            6.26%
  Weighted average interest rate at end of year...........        2.42%             --%              --%
</TABLE>


Subsidiary Activity

     The only subsidiary of the Company is Teche Federal Savings Bank.

     As of September 30, 2003, the Bank had one  subsidiary:  Family  Investment
Services,  Inc.  ("FISI")  and the net book  value of the Bank's  investment  in
stock,  unsecured  loans and  conforming  loans in its service  corporation  was
$106,172. FISI was inactive at September 30, 2003.

Personnel

     As of  September  30,  2003,  the Bank had 213  full-time  and 54 part-time
employees.  None  of  the  Bank's  employees  is  represented  by  a  collective
bargaining  group. The Bank believes that its relationship with its employees is
good.

Regulation

     Set forth below is a brief description of all material laws and regulations
which relate to the regulation of the Bank and the Company. The description does
not purport to be complete  and is  qualified  in its  entirety by  reference to
applicable laws and regulations.


                                       15

<PAGE>

Recent Legislation to Curtail Corporate Accounting Irregularities.

     On July 30, 2002,  President Bush signed into law the Sarbanes-Oxley Act of
2002 (the  "Act").  The  Securities  and  Exchange  Commission  (the  "SEC") has
promulgated certain regulations  pursuant to the Act and may continue to propose
additional implementing or clarifying regulations as necessary in furtherance of
the  Act.  The  passage  of the Act and the  implementation  of new  regulations
subject  publicly- traded companies to additional and more cumbersome  reporting
regulations   and  disclosure.   Compliance  with  the  Act  and   corresponding
regulations may increase the Company's expenses.

Holding Company Regulation

     General.  The Company is a unitary savings and loan holding company subject
to regulatory oversight by the OTS. As such, the Company is required to register
and file reports with the OTS and is subject to regulation  and  examination  by
the OTS. In addition, the OTS has enforcement authority over the Company and its
non-savings association subsidiaries,  should such subsidiaries be formed, which
also permits the OTS to restrict or prohibit  activities  that are determined to
be a serious risk to the subsidiary  savings  association.  This  regulation and
oversight is intended primarily for the protection of the depositors of the Bank
and not for the  benefit of  stockholders  of the  Company.  The Company is also
required to file certain reports with, and otherwise  comply with, the rules and
regulations of the OTS and the SEC.

     Financial Modernization. The Gramm-Leach-Bliley Act, (the "GLB Act"), which
became  effective  in March  2000,  permits  greater  affiliation  among  banks,
securities firms,  insurance companies,  and other companies under a new type of
financial  services company known as a "financial  holding company." A financial
holding  company  essentially  is a  bank  holding  company  with  significantly
expanded powers. Financial holding companies are authorized by statute to engage
in a number of financial  activities  previously  impermissible for bank holding
companies,  including  securities  underwriting,   dealing  and  market  making;
sponsoring  mutual funds and investment  companies;  insurance  underwriting and
agency;  and merchant banking  activities.  The GLB Act also permits the Federal
Reserve and the Treasury  Department  to  authorize  additional  activities  for
financial holding companies if they are "financial in nature" or "incidental" to
financial  activities.  A bank  holding  company may become a financial  holding
company if each of its subsidiary banks is well capitalized,  well managed,  and
has at least a  "satisfactory"  CRA rating.  A financial  holding  company  must
provide notice to the Federal Reserve within 30 days after commencing activities
previously determined by statute or by the Federal Reserve and Department of the
Treasury to be permissible.  The Company has not submitted notice to the Federal
Reserve to be deemed a financial holding company.

     The  GLB  Act  repeals  the  "unitary  savings  and  loan  holding  company
exemption"  from the  restrictions  imposed by the Home  Owners' Loan Act on the
business activities of savings and loan holding companies.  However, the GLB Act
grandfathers from this provision companies that were already unitary savings and
loan  holding  companies  before  May 4, 1999 or that  result  from an  internal
reorganization of such preexisting unitary holding companies.  Since the Company
was a unitary  savings and loan holding company before May 4, 1999, it qualifies
as a  grandfathered  unitary  savings and loan  holding  company.  Grandfathered
unitary  savings  and  loan  holding  companies  have no  restrictions  on their
activities at the holding  company  level.  However,  non-grandfathered  unitary
savings and loan holding companies may engage only in activities  authorized for
savings  and loan  holding  companies  under  the Home  Owners'  Loan Act and in
banking,  securities,  insurance and merchant banking  activities  permitted for
financial holding companies under the GLB Act.


                                       16

<PAGE>

     The GLB Act imposes  significant  new  financial  privacy  obligations  and
reporting requirements on all financial institutions,  including federal savings
associations.  Specifically,  the  statute,  among other  things,  will  require
financial  institutions  (a) to establish  privacy policies and disclose them to
customers both at the  commencement of a customer  relationship and on an annual
basis  and  (b) to  permit  customers  to opt out of a  financial  institution's
disclosure of financial information to nonaffiliated third parties.

     The GLB Act also enacts  significant  changes to the Federal Home Loan Bank
System.  The GLB Act  expands  the  permissible  uses of Federal  Home Loan Bank
advances by community  financial  institutions (under $500 million in assets) to
include  funding  loans  to  small  businesses,  small  farms  and  small  agri-
businesses. In addition, the GLB Act makes membership in a regional Federal Home
Loan Bank voluntary for federal savings associations.

     Activities  Restrictions.  As a  grandfathered  unitary  savings  and  loan
holding  company  under the GLB Act, the Company is generally not subject to any
restrictions on its business activities or those of its non-savings  institution
subsidiaries.  However, if the Company were to fail to meet the Qualified Thrift
Lender Test, then it would become subject to the activities  restrictions of the
Home Owners' Loan Act applicable to multiple holding companies.  See "Regulation
of the Bank -- Qualified Thrift Lender Test."

     If the Company were to acquire control of another savings  association,  it
would  lose  its  grandfathered  status  under  the GLB  Act  and  its  business
activities  would  be  restricted  to  certain   activities   specified  by  OTS
regulation,  which include performing  services and holding properties used by a
savings institution  subsidiary,  certain activities  authorized for savings and
loan  holding  companies  as  of  March  5,  1987,  and  nonbanking   activities
permissible for bank holding companies  pursuant to the Bank Holding Company Act
of 1956 (the "BHC Act") or authorized for financial holding  companies  pursuant
to the GLB Act.  Furthermore,  no company  may  acquire  control of the  Company
unless the acquiring  company was a unitary  savings and loan holding company on
May 4, 1999 (or became a unitary savings and loan holding company pursuant to an
application pending as of that date) or the acquiring company is only engaged in
activities that are permitted for multiple savings and loan holding companies or
for financial holding companies under the BHC Act as amended by the GLB Act.

Regulation of the Bank

     General. As a federally chartered,  FDIC-insured  savings association,  the
Bank is  subject  to  extensive  regulation  by the OTS  and the  FDIC.  Lending
activities and other  investments must comply with various federal statutory and
regulatory   requirements.   The  Bank  is  also  subject  to  certain   reserve
requirements promulgated by the Federal Reserve Board.

     The OTS, in  conjunction  with the FDIC,  regularly  examines  the Bank and
prepares  reports for the  consideration of the Bank's Board of Directors on any
deficiencies that they find in the Bank's  operations.  The Bank's  relationship
with its depositors and borrowers is also regulated to a great extent by federal
law,  especially  in such matters as the  ownership of savings  accounts and the
form and content of the Bank's mortgage documents.

     The  Bank  must  file  reports  with the OTS and the  FDIC  concerning  its
activities  and  financial  condition,   in  addition  to  obtaining  regulatory
approvals  prior to entering into certain  transactions  such as mergers with or
acquisitions  of other savings  institutions.  This  regulation and  supervision
establishes a comprehensive  framework of activities in which an institution can
engage and is intended  primarily for the protection of the FDIC and depositors.
The  regulatory  structure  also  gives  the  regulatory  authorities  extensive
discretion in connection with their  supervisory and enforcement  activities and
examination


                                       17
<PAGE>

policies,  including  policies with respect to the  classification of assets and
the  establishment of adequate loan loss reserves for regulatory  purposes.  Any
change in such  regulations,  whether by the OTS, the FDIC or the Congress could
have a material adverse impact on the Company, the Bank and their operations.

     Insurance of Deposit  Accounts.  The FDIC  administers two separate deposit
insurance  funds.  Generally,  the Bank  Insurance  Fund (the "BIF") insures the
deposits of commercial  banks and the Savings  Association  Insurance  Fund (the
"SAIF") insures the deposits of savings institutions.  The FDIC is authorized to
increase  deposit  insurance  premiums  if  it  determines  such  increases  are
appropriate  to maintain  the  reserves of either the SAIF or BIF or to fund the
administration  of the  FDIC.  In  addition,  the  FDIC  is  authorized  to levy
emergency special assessments on BIF and SAIF members.

     Regulatory Capital  Requirements.  OTS capital  regulations require savings
institutions to meet three capital standards: (1) tangible capital equal to 1.5%
of total adjusted assets,  (2) a leverage ratio (core capital) equal to at least
3% of total adjusted  assets for savings  associations  that receive the highest
supervision  rating for safety and soundness and 4% of total adjusted assets for
all other  associations,  and (3) a risk-based capital requirement equal to 8.0%
of total risk-weighted assets. The Bank's capital levels can be found at Note 18
to the Consolidated  Financial Statements included as part of Exhibit 13 to this
report.

     Savings  associations  with a greater than "normal"  level of interest rate
exposure  will,  in the future,  be subject to a deduction  for an interest rate
risk ("IRR")  component  may be from capital for purposes of  calculating  their
risk-based capital requirement. See "-- Net Portfolio Value Analysis."

     The Bank is not under any agreement with  regulatory  authorities nor is it
aware of any current  recommendations  by the regulatory  authorities  which, if
they were to be implemented,  would have a material effect on liquidity, capital
resources or operations of the Bank or the Company.

     Net Portfolio  Value  Analysis - Interest Rate Risk. The Bank is subject to
interest  rate  risk  to  the  degree  that  its  interest-bearing  liabilities,
primarily deposits with short- and medium-term maturities,  mature or reprice at
different rates than our  interest-earning  assets.  Although having liabilities
that mature or reprice less frequently on average than assets will be beneficial
in times of rising interest rates, such an asset/liability structure will result
in lower net income during periods of declining interest rates, unless offset by
other factors.

     The Bank  believes  it is  critical  to  manage  the  relationship  between
interest rates and the effect on its net portfolio value ("NPV").  This approach
calculates the difference  between the present value of expected cash flows from
assets and the present value of expected cash flows from liabilities, as well as
cash  flows  from  off-balance  sheet  contracts.  The Bank  manages  assets and
liabilities  within the context of the marketplace,  regulatory  limitations and
within  its  limits on the  amount of  change in NPV which is  acceptable  given
certain interest rate changes.

     The OTS  requires  all  regulated  thrift  institutions  to  calculate  the
estimated change in the institution's NPV assuming instantaneous parallel shifts
in the Treasury  yield curve of 100 to 300 basis points either up or down in 100
basis point increments. The NPV is defined as the present value of expected cash
flows from  existing  assets less the present  value of expected cash flows from
existing  liabilities  plus the present  value of net expected cash inflows from
existing off-balance sheet contracts.

     The  OTS  provides  an  interest  rate  sensitivity  report  of  NPV to all
institutions  that file with the OTS a  Consolidated  Maturity  & Rate  Schedule
("CMR") as a part of the institution's  quarterly Thrift Financial


                                       18
<PAGE>

Report.  The OTS  simulation  model uses a discounted  cash flow analysis and an
option-based pricing approach to measuring the interest rate sensitivity of NPV.
The OTS model estimates the economic value of each type of asset, liability, and
off-balance  sheet contract  under the assumption  that the Treasury yield curve
shifts  instantaneous  and  parallel up and down 100 to 300 basis  points in 100
basis points  increments.  The OTS allows thrifts with under $1 billion in total
assets to use the results of their  interest rate  sensitivity  model,  which is
based on information provided by the institution, to estimate the sensitivity of
NPV.

     The OTS model  utilizes an  option-based  pricing  approach to estimate the
sensitivity of mortgage  loans.  The most  significant  embedded option in these
types of assets is the prepayment  option of the  borrowers.  The OTS model uses
various price indications and prepayment  assumptions to estimate sensitivity of
mortgage loans.

     In the OTS model,  the value of deposit  accounts  appears on the asset and
liability side of the NPV analysis.  In estimating the value of  certificates of
deposit accounts ("CD"),  the liability  portion of the CD is represented by the
implied  value  when  comparing  the  difference  between  the CD face  rate and
available  wholesale  CD rates.  On the asset side of the NPV  calculation,  the
value of the "customer  relationship"  due to the rollover of retail CD deposits
represents an intangible asset in the NPV calculation.

     Other deposit accounts such as NOW accounts,  money market demand accounts,
passbook accounts,  and  non-interest-bearing  accounts also are included on the
asset and liability side of the NPV calculation in the OTS model. These accounts
are valued at 100% of the respective  account balances on the liability side. On
the asset side of the analysis, the value of the "customer  relationship" of the
various types of deposit accounts is reflected as a deposit intangible.

     The NPV  sensitivity  of borrowed funds is estimated by the OTS model based
on a discounted cash flow approach.

     The OTS  uses,  as a  critical  point,  a change of plus or minus 200 basis
points in order to set its "normal"  institutional results and peer comparisons.
A resulting  change in NPV of more than 2% of the estimated  market value of its
assets  will  require  the  institution  to deduct  from its capital 50% of that
excess  change.  The rules provide that the OTS will calculate the IRR component
quarterly for each institution. The greater the change, positive or negative, in
NPV, the more interest rate risk is assumed to exist with the  institution.  The
following  table lists the Bank's  latest  percentage  change in NPV assuming an
immediate  change of plus or minus 100, 200, and 300 basis points from the level
of interest rates at September 30, 2003.


                                                       NPV as % of PV
                          Net Portfolio Value            of Assets
                        ----------------------     ---------------------
   Change                                            NPV
in Rates(1)  $ Amount   $Change(2)  %Change(3)     Ratio(4)    Change(5)
-----------  --------   ----------  ----------     --------    ---------
                  (Dollars in Thousands)
 +300 bp     45,743      -10,065        -18%         8.78%      -122 bp
 +200 bp     50,755      - 5,052        - 9%         9.50%      - 50 bp
 +100 bp     54,311      - 1,497        - 3%         9.94%       - 7 bp
    0 bp     55,808           --         --         10.00%           --
 -100 bp     53,630      - 2,178        - 4%         9.47%      - 53 bp


                                       19
<PAGE>

---------------
(1)  The -200bp  and -300bp  scenarios  are not shown due to low  interest  rate
     environment.
(2)  Represents  the excess  (deficiency)  of the  estimated  NPV  assuming  the
     indicated  change in interest  rates minus the  estimated  NPV  assuming no
     change in interest rates.
(3)  Calculated  as the  amount of change in the  estimated  NPV  divided by the
     estimated NPV assuming no change in interest rates.
(4)  Calculated as the estimated NPV divided by average total assets.
(5)  Calculated  as the  excess  (deficiency)  of the  NPV  ratio  assuming  the
     indicated change in interest rates over the estimated NPV ratio assuming no
     change in interest rates.


                                                     September 30, September 30,
                                                         2003          2002
                                                     ------------- -------------
*** RISK MEASURES: -100 BP RATE SHOCK ***
Pre-Shock NPV Ratio: NPV as % of PV of Assets......      10.00%        10.21%
Exposure Measure: Post-Shock NPV Ratio.............       9.47%         8.79%
Sensitivity Measure: Change in NPV Ratio...........       53 bp        142 bp
*** CALCULATION OF CAPITAL COMPONENT ***
Change in NPV as % of PV of Assets.................       0.39%         1.35%


     As the  table  shows,  increases  in  interest  rates  would  result in net
increases in the Bank's NPV, while  decreases in interest rates will result in a
net  decrease in the Bank's NPV.  (The Bank's NPV  decreases by 4.0% if interest
rates decrease by 100 basis points.)  Certain  shortcomings  are inherent in the
methodology used in the above table. Modeling changes in NPV requires the making
of certain  assumptions that may tend to oversimplify the manner in which actual
yields and costs respond to changes in market interest rates.  First, the models
assume  that  the  composition  of the  Bank's  interest  sensitive  assets  and
liabilities  existing at the  beginning of a period  remains  constant  over the
period being  measured.  Second,  the models assume that a particular  change in
interest rates is reflected  uniformly  across the yield curve regardless of the
duration  to  maturity  or  repricing  of  specific   assets  and   liabilities.
Accordingly,  although  the NPV  measurements  do provide an  indication  of the
Bank's  interest  rate  risk  exposure  at a  particular  point  in  time,  such
measurements  are not  intended  to provide a precise  forecast of the effect of
changes in market interest rates on the Bank's net interest income.

     In times of decreasing interest rates, the value of fixed-rate assets could
increase in value and the lag in repricing  of interest  rate  sensitive  assets
could be expected to have a positive effect on the Bank.

     Dividend  and  Other  Capital  Distribution  Limitations.  The OTS  imposes
various  restrictions or requirements on the ability of savings  institutions to
make capital distributions including cash dividends.

     A savings  association  that is a subsidiary  of a savings and loan holding
company,  such as the Bank, must file an application or a notice with the OTS at
least 30 days before making a capital distribution. Savings associations are not
required to file an application  for  permission to make a capital  distribution
and need only file a notice if the  following  conditions  are met: (1) they are
eligible for expedited  treatment under OTS  regulations,  (2) they would remain
adequately capitalized after the distribution,  (3) the annual amount of capital
distribution  does not exceed net income for that year to date added to retained
net income for the two preceding years, and (4) the capital  distribution  would
not violate any  agreements  between the OTS and the savings  association or any
OTS regulations. Any other situation would require an application to the OTS.


                                       20

<PAGE>

     In addition,  the OTS could prohibit a proposed  capital  distribution  if,
after making the  distribution,  by any  institution,  which would  otherwise be
permitted by the regulation,  if the OTS determines that the distribution  would
constitute an unsafe or unsound practice.

     A  federal  savings  institutions  is  prohibited  from  making  a  capital
distribution if, after making the distribution the savings  institution would be
unable to meet any one of its minimum regulatory capital requirements.  Further,
a federal  savings  institution  cannot  distribute  regulatory  capital that is
needed for its liquidation account.

     Qualified  Thrift  Lender  Test.  The Home Owners'  Loan Act  ("HOLA"),  as
amended, requires savings institutions to meet a Qualified Thrift Lender ("QTL")
test. If the Bank maintains an appropriate level of Qualified Thrift Investments
(primarily  residential  mortgages and related  investments,  including  certain
mortgage-backed  securities)  ("QTIs") and otherwise qualifies as a QTL, it will
continue  to enjoy  full  borrowing  privileges  from the  FHLB of  Dallas.  The
required  percentage of QTIs is 65% of portfolio  assets  (defined as all assets
minus  intangible  assets,  property used by the  institution  in conducting its
business and liquid  assets equal to 10% of total  assets).  Certain  assets are
subject to a  percentage  limitation  of 20% of portfolio  assets.  In addition,
savings associations may include shares of stock of the FHLBs, FNMA and FHLMC as
qualifying  QTIs.  The FDICIA also amended the method for  measuring  compliance
with the QTL test to be on a monthly  basis in nine out of every 12  months,  as
opposed to on a daily or weekly  average of QTIs. As of September 30, 2003,  the
Bank  was in  compliance  with its QTL  requirement  with  86.5%  of its  assets
invested in QTIs.

     A savings  association that does not meet a QTL test must either convert to
a bank charter or comply with the following restrictions on its operations:  (i)
the  savings  association  may not  engage in any new  activity  or make any new
investment,  directly or  indirectly,  unless such  activity  or  investment  is
permissible  for a  national  bank;  (ii) the  branching  powers of the  savings
association  shall be restricted to those of a national bank;  (iii) the savings
association shall not be eligible to obtain any advances from its FHLB; and (iv)
payment of  dividends by the savings  association  shall be subject to the rules
regarding  payment of dividends by a national bank. Upon the expiration of three
years from the date the  savings  association  ceases to be a QTL, it must cease
any activity and not retain any investment not  permissible  for a national bank
and  immediately  repay any  outstanding  FHLB  advances  (subject to safety and
soundness considerations).

Item  2.  Description of Properties
-----------------------------------

Properties

     The Bank operates from its main office located at 1120  Jefferson  Terrace,
New Iberia,  Louisiana  and fourteen  offices.  The Bank's total  investment  in
office  property and  equipment was $24.4 million with a net book value of $16.5
million at September 30, 2003.  The Bank  currently  operates  automated  teller
machines at most of its branch offices.

Item 3.  Legal Proceedings
--------------------------

     Neither the Company nor its  subsidiaries are involved in any pending legal
proceedings,  other than routine legal matters  occurring in the ordinary course
of  business,  which in the  aggregate  involve  amounts  which are  believed by
management to be immaterial to the consolidated  financial  condition or results
of operations of the Company.

                                       21

<PAGE>

Item 4.  Submission of Matters to a Vote of Security-Holders
------------------------------------------------------------

         None.

                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters
-----------------------------------------------------------------

     Information  relating  to the market  for  Registrant's  common  equity and
related  stockholder  matters  appears  under the heading  "Market and  Dividend
Information" in the  Registrant's  Annual Report to Stockholders  for the fiscal
year ended September 30, 2003 ("Annual  Report") and is  incorporated  herein by
reference.

Item 6.  Selected Financial Data
--------------------------------

     The  above-captioned   information  appears  under  the  heading  "Selected
Financial  Information"  in the  Annual  Report  and is  incorporated  herein by
reference.

Item 7.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations
--------------------------------------------------------------------------------

     The  above-captioned  information  appears under the heading  "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in the
Annual Report and is incorporated herein by reference.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk
-------------------------------------------------------------------

     See the  information  that appears under the heading "Net  Portfolio  Value
Analysis - Interest Rate Risk" in this Annual Report on Form 10-K.

Item 8.  Financial Statements and Supplementary Data
----------------------------------------------------

     The   Consolidated   Financial   Statements   of  Teche   Holding  and  its
subsidiaries,  together with the report thereon by Deloitte & Touche LLP, appear
in the Annual Report and are incorporated herein by reference.

Item 8A.  Controls and Procedures
---------------------------------

     (a)  Evaluation  of  disclosure  controls  and  procedures.  Based on their
evaluation of the Company's  disclosure  controls and  procedures (as defined in
Rule 13a-15(e) under the Securities  Exchange Act of 1934 (the "Exchange Act")),
the Company's  principal  executive officer and principal financial officer have
concluded that as of the end of the period covered by this Annual Report on Form
10-KSB such  disclosure  controls and  procedures  are  effective to ensure that
information  required to be disclosed by the Company in reports that it files or
submits under the Exchange Act is recorded,  processed,  summarized and reported
within the time periods  specified in Securities and Exchange  Commission  rules
and forms.

     (b) Changes in internal control over financial  reporting.  During the last
quarter of the year under report,  there was no change in the Company's internal
control over financial reporting that has


                                       22
<PAGE>

materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.

Item  9.  Changes  In and  Disagreements  with  Accountants  on  Accounting  and
          Financial Disclosure
--------------------------------------------------------------------------------

     None.

                                    PART III

Item 10.  Directors and Executive Officers of the Registrant
------------------------------------------------------------

     The information  that appears under the headings  "Section 16(a) Beneficial
Ownership Reporting  Compliance" and "Proposal I - Election of Directors" in the
Registrant's  definitive proxy statement for the Registrant's  Annual Meeting of
Stockholders  to be held in  January  2004  (the  "Proxy  Statement")  which  is
incorporated  herein by  reference.  See also "Item 1.  Business  of the Bank --
Personnel" included herein.

     The  Company has  adopted a Code of Ethics  that  applies to its  principal
executive officer,  principal financial officer, principal accounting officer or
controller or persons performing  similar functions.  A copy of the Code will be
furnished  without charge upon written  request to the Secretary,  Teche Holding
Company, 1120 Jefferson Terrace Boulevard, New iberia, Louisiana 70560.

Item 11.  Executive Compensation
--------------------------------

     The  above-captioned  information  appears under the heading  "Director and
Executive  Officer  Compensation"  in the Proxy  Statement  and is  incorporated
herein by reference.

Item 12.  Security Ownership of Certain Beneficial Owners and Management
------------------------------------------------------------------------

     (a)  Security Ownership of Certain Beneficial Owners

          Information  required by this item is incorporated herein by reference
          to the section  captioned  "Voting  Securities  and Principal  Holders
          Thereof" of the Proxy Statement.

     (b)  Security Ownership of Management

          Information  required by this item is incorporated herein by reference
          to the section captioned  "Proposal I -- Election of Directors" of the
          Proxy Statement.

     (c)  Management  of the Company  knows of no  arrangements,  including  any
          pledge by any person of  securities  of the Company,  the operation of
          which may at a  subsequent  date  result in a change in control of the
          registrant.



                                       23

<PAGE>

     (d)  Securities Authorized for Issuance Under Equity Compensation Plans

     Set forth below is  information  as of  September  30, 2003 with respect to
compensation   plans  under  which  equity  securities  of  the  Registrant  are
authorized for issuance.


                      EQUITY COMPENSATION PLAN INFORMATION

<TABLE>
<CAPTION>
                                                      (a)                    (b)                       (c)
                                                                                               Number of securities
                                             Number of securities       Weighted-average     remaining available for
                                               to be issued upon       exercise price of      future issuance under
                                                  exercise of             outstanding       equity compensation plans
                                             outstanding options,      options, warrants      (excluding securities
                                             warrants and rights          and rights         reflected in column (a))
                                             --------------------         -----------        ------------------------
<S>                                             <C>                      <C>                      <C>
Equity compensation plans
  approved by shareholders(1)............         327,132                  $ 16.75                  151,779(3)
Equity compensation plans
  not approved by shareholders(2)........          55,278                    20.56                      4,800
                                                  -------                   ------                   --------
     TOTAL..............................          382,410                  $ 17.30                    156,579
                                                  =======                   ======                    =======
</TABLE>

------------
(1)  Plans approved by stockholders include the Teche Holding Company 1995 Stock
     Option Plan and the Teche Holding Company 2001 Stock-Based Incentive Plan.
(2)  Plans not approved by  stockholders  include the Teche Holding Company 1997
     Stock Option Plan,  the Teche Holding  Company 1998 Stock Option Plan,  the
     Teche  Holding  Company  Stock Option  Agreement  with Scott Sutton and the
     Teche Federal  Savings Bank  Restricted  Stock Agreement with Scott Sutton.
     For information regarding the material features of these plans, see Note 15
     to the Consolidated  Financial Statements included as part of Exhibit 13 to
     this report.
(3)  Includes  28,013  shares  remaining  available  for  grant  under the Teche
     Holding Company 2001 Stock-Based Incentive Plan, which permits up to 15% of
     the 250,000  shares  reserved for issuance  under the plan to be awarded as
     restricted  stock instead of options.  During the year ended  September 30,
     2003, awards of 4,800 shares were made under this plan.

Item 13.  Certain Relationships and Related Transactions
--------------------------------------------------------

     The   above-captioned   information  appears  under  the  heading  "Certain
Relationships   and  Related   Transactions"  in  the  Proxy  Statement  and  is
incorporated herein by reference.

                                     PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K
-------------------------------------------------------------------------

(a)  The following documents are filed as a part of this report:

     (1) The following financial statements and the independent auditors' report
included in the Annual Report are incorporated herein by reference.


                                       24

<PAGE>

               Independent Auditors' Report
               Consolidated Balance Sheets as of September 30, 2003 and 2002
               Consolidated  Statements of Income For the Years Ended
                 September 30, 2003, 2002 and 2001
               Consolidated  Statements  of  Stockholders'  Equity for the Years
                 Ended September 30, 2003, 2002 and 2001
               Consolidated  Statements  of  Cash  Flows  for  the  Years  Ended
                 September 30, 2003, 2002 and 2001
               Notes to Consolidated Financial Statements

     The remaining  information  appearing in the Annual Report is not deemed to
be filed as part of this report, except as expressly provided herein.

     (2) All schedules are omitted  because they are not required or applicable,
or the required information is shown in the consolidated financial statements or
the notes thereto.

     (3) Exhibits

          (a)  The following exhibits are filed as part of this report.

                  3.1      Articles of Incorporation of Teche Holding Company*
                  3.2      Bylaws of Teche Holding Company*
                  4        Stock Certificate of Teche Holding Company*
                  10.1     Teche Federal Savings Bank Management Stock Plan**
                  10.2     Teche Holding Company 1995 Stock Option Plan**
                  10.3     Teche Holding Company 1997 Stock Option Plan***
                  10.4     Teche Holding Company 1998 Stock Option Plan***
                  10.5     Teche Holding Company Stock Option Agreement with
                             Scott Sutton****
                  10.6     Teche Federal Savings Bank Restricted Stock Agreement
                             with Scott Sutton****
                  10.7     Teche Holding Company 2001 Stock-Based Incentive
                             Plan*****
                  11       Statement regarding computation of earnings per share
                             (see Note 14 to the Consolidated Financial
                             Statements in the Annual Report)
                  13       Annual Report to Stockholders for the fiscal year
                             ended September 30, 2003
                  21       Subsidiary of the Registrant (see "Item 1 Business -
                             Subsidiary Activity" herein)
                  23       Independent Auditors' Consent
                  31       Certification pursuant to Section 302 of the
                             Sarbanes-Oxley Act of 2002
                  32       Certification pursuant to Section 906 of the
                             Sarbanes-Oxley Act of 2002

--------------------
*        Incorporated herein by reference to the identically numbered exhibits
         to the Registrant's Registration Statement on Form S-1, filed with the
         Commission on December 16, 1994, Registration No. 333-87486.

**       Incorporated herein by reference to Exhibits 10.1 and 10.2 to the
         Registrant's Form 10-K for the fiscal year ended September 30, 1995.

***      Incorporated herein by reference to Exhibits 4.1 and 4.2 to the
         Registrant's Registration Statement on Form S-8, filed with the
         Commission on June 3, 1998, Registration No. 333-55913.

****     Incorporated herein by reference to Exhibits 4.1 and 4.2 to the
         Registrant's Registration Statement on Form S-8, filed with the
         Commission on January 28, 2000, Registration No. 333-95583.

*****    Incorporated  herein  by  reference  to  Exhibit  4.1 to  the
         Registrant's Registration  Statement on Form S-8,  filed with the
         Commission  on May 1, 2002, Registration No. 333-87354.


                                       25

<PAGE>

          (b)  Reports on Form 8-K.

               A Report on Form 8-K,  dated  August 8, 2003,  was filed with the
               SEC on August 8, 2003 to announce  earnings for the quarter ended
               June 30, 2003.



                                       26

<PAGE>



                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized. TECHE HOLDING COMPANY


Dated:  December 29, 2003                By: /s/ Patrick O. Little
                                             -----------------------------------
                                             Patrick O. Little
                                             President, Chief Executive Officer
                                             and Chairman of the Board
                                             (Duly Authorized Representative)

     Pursuant to the  requirement of the Securities  Exchange Act of 1934,  this
Report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities and on December 29, 2003.



By: /s/ Patrick O. Little               By: /s/ J. L. Chauvin
    ----------------------------------      ------------------------------------
    Patrick O. Little                       J. L. Chauvin
    President, Chief Executive Officer      Director, Vice President and
      and Chairman of the Board               Treasurer
    (Principal Executive Officer)           (Principal Financial Officer)



By: /s/ Robert Earl Mouton              By: /s/ Donelson T. Caffery, Jr.
    ----------------------------------      ------------------------------------
    Robert Earl Mouton                      Donelson T. Caffery, Jr.
    Director                                Director



By: /s/ Mary Coon Biggs                 By:
    ----------------------------------      ------------------------------------
    Mary Coon Biggs                         Christian L. Olivier
    Director                                Director



By: /s/ W. Ross Little, Jr.             By: /s/ Henry L. Friedman
    ----------------------------------      ------------------------------------
    W. Ross Little, Jr.                     Henry L. Friedman
    Director and Secretary                  Director



By: /s/ Thomas F. Kramer MD             By:
    ----------------------------------      ------------------------------------
    Thomas F. Kramer, M.D.                  Robert Judice, Jr.
    Director                                Director