TECHE HOLDING COMPANY

                               2003 Annual Report
<PAGE>

Teche Holding Company
1120 Jefferson Terrace Boulevard
New Iberia, LA 70560
PHONE (337) 560-7151
FAX (337) 365-7130
LA WATS (800) 256-1500

New Iberia
1120 Jefferson Terrace Boulevard
New Iberia, LA 70560
(337) 365-0366
Call Center (800) 897-0315

Franklin
211 Willow Street
Franklin, LA 70538
(337) 828-3212

Franklin Drive Thru
1823 Main Street
Franklin, LA 70538
(337) 828-4177

Morgan City
1001 7th Street
Morgan City, LA 70380
(985) 384-0653

Bayou Vista
206 Arlington Avenue
Bayou Vista, LA 70380
(985) 395-5244

New Iberia
529 N. Lewis Street
New Iberia, LA 70563
(337) 367-2516

New Iberia
142 W. St. Peter Street
New Iberia, LA 70560
(337) 364-5528

Lafayette
Broadmoor
5121 Johnston Street
Lafayette, LA 70503
(337) 981-1887

Lafayette
Downtown
1001 Johnston Street
Lafayette, LA 70501
(337) 232-6463

Lafayette
2200 W. Pinhook Road
Lafayette, LA 70508
(337) 232-3419

Baton Rouge
3524 S. Sherwood Forest Blvd
Baton Rouge, LA 70816
(225) 293-0954

Breaux Bridge
601 E. Bridge Street
Breaux Bridge, LA 70517
(337) 332-2149

Houma
706 Barrow Street
Houma, LA 70360
(985) 868-8766

Houma
1963 Prospect Boulevard
Houma, LA 70363
(985) 857-9990

Houma
Winn Dixie Market Place
1218 St. Charles Street
Houma, LA 70360
(985) 873-5799

Thibodaux
Winn Dixie Market Place
375 N. Canal Boulevard
Thibodaux, LA 70301
(985) 446-6707

<PAGE>


Table of Contents .......................................................   1

President's Message ..................................................... 2 & 3
Selected Financial Information ..........................................    4
Business of The Company & Business of the Bank ..........................    5
Market and Dividend Information .........................................    5
Management's Discussion and Analysis of Financial
  Condition and Results of Operations ...................................    6
Independent Auditors' Report ............................................   12
Consolidated Balance Sheets .............................................   13
Consolidated Statements of Income .......................................   14
Consolidated Statements of Stockholders' Equity .........................   15
Consolidated Statements of Cash Flows ...................................   16
Notes to Consolidated Financial Statements ..............................   18
Directors and Officers ..................................................   36
General Information .....................................................   36

<PAGE>
                                 TECHE HOLDING
                                    COMPANY

President's Message
Fellow Shareholders,

         We are  pleased  that  2003 was again a very  successful  one for Teche
Holding Company and Teche Federal  Savings Bank. We maintained  earnings at near
record levels. Following two impressive years in which we increased earnings 40%
and 20%,  respectively,  we were able to maintain  earnings  at $6.2  million or
$2.55 per  diluted  share.  We now have two  consecutive  years of  double-digit
return on equity.  Despite the margin squeeze, which has been a problem for many
financial  institutions,  we were  able to  maintain  earnings  as  Non-interest
income, fueled by deposit fees, increased, as we increased total accounts.

         Our  shareholders  have been well rewarded as our stock price has grown
by 45% for fiscal 2003 and by 29% for fiscal  2002.  Our  repurchase  program is
still on track. We repurchased 142,700 or 6% of shares outstanding during fiscal
year 2003.

         Since our initial public  offering in April 1995 until May 2003 we paid
a quarterly  dividend of $0.125. In May we announced an increase in our dividend
to $0.16.  Since then we have announced  increases in our dividend in August and
November, raising the quarterly dividend amount each time by $0.01.

         An appropriate dividend is an important responsibility of your board of
directors.  Key considerations are the ratio of dividends paid to earnings,  the
yield to investors, and the capital level of the bank. By each of these measures
the Company  possesses the capacity to pay higher  dividends,  repurchase shares
and grow the Company.

         This year  President  Bush  signed  legislation  decreasing  the tax on
dividends to 15%. This was a major factor  encouraging us to increase the payout
of dividends. This further enhances the value of ownership of Teche shares.

         We continued to enhance the fundamental  value of the bank by improving
in the most important areas. Smartgrowth loans now make up 48% of loans, up from
37% in 2002.  Smartgrowth  deposits now comprise 49% of deposits compared to 44%
in 2002.  Fee income now  accounts  for 38% of revenue.  While there is room for
even more improvement,  our strategy of gradually  transforming ourselves into a
community  bank  from a  thrift  is about  2/3's  complete.  We have  positioned
ourselves for better margins and to continue to grow earnings per share.

         This year the bank  exceeded  the  50,000  customer  mark for the first
time. By listening to our  customers'  needs and  providing  solutions for those
needs we have consistently  grown our customer base. Our very successful Totally
Free Checking  program  continues to attract new  accounts.  We have over 39,000
checking  accounts,  a 50%  increase  from 1999.  Customers  were drawn to other
services in our bank as indicated by growth in  Smartgrowth  deposits  this year
and a 100% increase in those deposits since 1999.

         This year we were  excited  to  introduce  Free  Internet  Banking as a
valuable service for our customers. Teche customers can now check their balances
and banking  activities  on all their Teche  accounts as well as transfer  funds
between  certain  accounts.  As an added  feature,  checking  customers can view
images of their checks online.

         Smartgrowth  loans have also seen  similar  upward  trends.  Commercial
loans nearly doubled this year and we continue to focus on this area in 2004. In
2002, the bank had a single Commercial  Banker,  primarily serving the Lafayette
market.  In  2003,  we  expanded  to  include  four  such  Bankers  serving  the
Lafourche-Terrebonne

2
<PAGE>

market,  the Baton Rouge market,  as well as the Lafayette  market.  Alternative
mortgages  also showed  significant  progress  with an 80% increase in 2003 over
2002.  These  mortgages are  non-traditional  and don't fit into conforming loan
categories.  We  have  done  an  excellent  job of  welcoming  these  customers,
providing  them with the  opportunity  to  purchase a home and  determining  the
appropriate conditions for these loans.

         Our first  Baton  Rouge  office  opened on  November  24, 2003 right on
schedule and we were pleased with the number of Teche customers who already live
in Baton Rouge who came in to welcome us and open new  accounts.  Baton Rouge is
bigger than any of our existing  markets with an MSA  population  of 600,000 and
dynamic  economic  drivers  such  as  the  petrochemical   industry,  two  major
universities,  state  government and a vibrant  commercial  sector that includes
significant public and privately held companies. We have honed our banking model
in our other  locations  and we are ready to do business in Baton Rouge.  We are
currently  scouting  more  locations  in the  area.  We  also  moved  one of our
Lafayette locations from a successful  storefront  operation into a new facility
that makes our services more accessible to our customers.

         We believe  in  recruiting  the best  people  because  we are  customer
focused  and  results  oriented.  Russell  Gauthier,  our new Baton  Rouge  Area
President,  is a very experienced banking leader with an exceptionally  talented
team. We recently conducted an employee survey in which employees  indicated 94%
satisfaction  with Teche as an  employer.  Teche is a great place to work and do
business.

         This year was also a bittersweet one for the Bank.  Mrs.  Virginia Kyle
Hine retired after 23 years of excellent  stewardship.  She passed away in April
2003. Family,  friends,  the Community and our Bank family will sorely miss her.
Well known in the community for lively talks on a variety of topics,  she fought
a 15 year  battle with  cancer  with a bright  outlook and  inspired us with her
motto: "Everly Onward."

         Employees,  officers  and  directors  now own or control  approximately
600,000 shares or 25% of Teche stock.  We all have benefited  considerably  from
the stock's recent strong  performance and dividends.  As employees  continue to
build  value,  all of us -  shareholders,  customers  and  employees  - reap the
rewards.

         We are humbled by the confidence  you as a shareholder  place in us. On
behalf  of the  board of  directors,  the  leadership  of the  bank,  and  every
employee, I want to say "Thank You" to each shareholder and customer. We plan to
continue our strategy of growth with profitability.

                                     Sincerely,


                                     /s/Patrick O. Little

                                     Patrick O. Little
                                     Chairman,
                                     Chief Executive Officer

                                                                               3
<PAGE>

<TABLE>
<CAPTION>
SELECTED FINANCIAL DATA (Dollars in thousands, except per share data)
-----------------------------------------------------------------------------------------
                                                At or for the Year Ended September 30,
                                     ----------------------------------------------------
                                        2003       2002       2001       2000        1999

<S>                                <C>        <C>        <C>        <C>        <C>
Assets                               $536,946   $514,017   $467,531   $474,527   $434,265
Loans Receivable, Net                 357,130    350,623    380,830    386,512    342,986
Securities-Available for Sale          99,378     64,110     41,230     54,635     63,460
Securities-Held to Maturity            30,269     30,897          -      2,574          -
Cash and Cash equivalents              14,439     35,375     24,108     10,384     10,292
Deposits                              349,268    349,125    342,917    309,896    303,084
FHLB Advances                         126,310    103,471     67,120    111,853     78,682
Stockholders' Equity                   56,996     56,366     52,112     48,621     48,700

Summary of Operations

Interest Income                      $ 29,485   $ 33,697   $ 35,186   $ 32,976   $ 30,275
Interest Expense                       13,672     16,345     20,505     19,098     16,356
                                     --------   --------   --------   --------   --------
Net Interest Income                    15,813     17,352     14,681     13,878     13,919
Provision for Loan Losses                  75        205         80        120        150
                                     --------   --------   --------   --------   --------
Net Interest Income after
  Provision for Loan Losses            15,738     17,147     14,601     13,758     13,769
Non-Interest Income                     9,606      7,900      6,699      5,608      4,452
Non-Interest Expense                   16,016     15,613     14,768     13,778     12,837
                                     --------   --------   --------   --------   --------
Income Before Gains on Sales of
  Securities and Income Taxes           9,328      9,434      6,532      5,588      5,384
Gains on Sales of Securities               43         87        123          -         14
Income Tax Expense                      3,186      3,285      2,296      1,928      1,889
                                     --------   --------   --------   --------   --------
Net Income                           $  6,185   $  6,236   $  4,359   $  3,660   $  3,509
                                     ========   ========   ========   ========   ========
Selected Financial Ratios
Ratio of Equity to Assets                10.6%      11.0%       11.1%     10.2%      11.2%
Book Value/Common Share              $  25.36   $  23.80   $   21.61  $  19.43   $  17.79
Dividends declared per Share         $   0.58   $   0.50   $    0.50  $   0.50   $   0.50
Basic Income per Common Share        $   2.73   $   2.72   $    1.86  $   1.56   $   1.32
Diluted Income per Common Share      $   2.55   $   2.58   $    1.81  $   1.55   $   1.29
Return on Average Assets                 1.19%      1.25%       0.93%     0.81%      0.84%
Return on Average Equity                10.82%     11.56%       8.71%     7.70%      6.90%
Net Interest Margin                      3.28%      3.66%       3.26%     3.21%      3.46%
Non-Interest Expense/Average Assets      3.08%      3.13%       3.14%     3.06%      3.06%
Non-Interest Income/Average Assets       1.85%      1.58%       1.42%     1.24%      1.06%
Non Performing Loans/Loans (1)           0.23%      0.65%       0.18%     0.28%      0.24%
Allowance for Loan Losses/Loans (1)      0.94%      0.98%       0.89%     0.93%      1.02%
Dividend Payout                         21.02%     18.15%      26.88%    32.05%     37.88%
</TABLE>

(1)  Total loans before allowance for loan losses

4
<PAGE>
Business of the Bank

         Teche Federal Savings Bank (the "Bank")  attracts savings deposits from
the general  public and uses such  deposits to originate  primarily  residential
mortgage loans, commercial mortgage loans and consumer loans. Additionally,  the
Bank invests in  mortgage-backed  and investment  securities.  (See  "Management
Strategy" on page 7).

         It is the Bank's intention to remain an independent  community  savings
bank serving the local banking needs of its primary market area, which presently
includes  sixteen  offices  in  the  Louisiana  Parishes  of St.  Mary,  Iberia,
Lafayette,  St.  Martin,  Terrebonne,  Lafourche and East Baton Rouge.  The FDIC
insures  deposits  at Teche up to the  maximum  legal  amount.

Business of the Company

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

Summary of Quarterly Operating Results

<TABLE>
<CAPTION>
                                                 2003                                 2002
                                   ---------------------------------  -----------------------------------
                                    First   Second   Third   Fourth     First   Second    Third   Fourth
                                             (Amounts in thousands, except for per share data)
<S>                               <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
Interest Income                    $7,763   $7,390   $7,287   $7,045   $8,596   $8,503   $8,404   $8,194
Interest Expense                    3,693    3,471    3,311    3,197    4,404    4,117    3,944    3,880
Net Interest Income                 4,070    3,919    3,976    3,848    4,192    4,386    4,460    4,314
Provision for Loan Losses              30       15       15       15       45       45       55       60
Income Before Income Taxes          2,462    2,076    2,806    2,027    2,233    2,421    2,460    2,407
Net Income                          1,613    1,359    1,838    1,375    1,463    1,570    1,626    1,577
Basic Income per common share        0.71     0.60     0.79     0.61     0.65     0.69     0.71     0.69
Diluted Income per common share      0.67     0.56     0.74     0.57     0.62     0.65     0.67     0.65
</TABLE>

Market and Dividend Information

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

<TABLE>
<CAPTION>
Quarter ended         Sales Price       Period End Close  Cash Dividend Declared    Date Declared
                       High    Low
<S>                 <C>      <C>            <C>                 <C>               <C>
December 31, 2001    $19.96   $18.25         $19.80              $0.125             November 28, 2001
March 31, 2002       $24.25   $19.75         $24.10              $0.125             February 20, 2002
June 30, 2002        $26.00   $23.80         $25.10              $0.125             May 15, 2002
September 30, 2002   $25.40   $21.55         $24.50              $0.125             August 19, 2002
December 31, 2002    $27.37   $23.25         $27.37              $0.125             December 13, 2002
March 31, 2003       $29.80   $25.74         $29.80              $0.125             March 13, 2003
June 30, 2003        $32.95   $28.50         $32.51              $0.160             June 12, 2003
September 30, 2003   $35.50   $31.50         $35.50              $0.170             September 12, 2003
</TABLE>


         According to the records of the Company's  transfer  agent,  there were
529 registered stockholders of record at November 30, 2003. This number does not
include  any  persons or  entities  that hold their stock in nominee or "street"
name through various brokerage firms.

         The Company's ability to pay dividends is substantially  dependent upon
the dividends it receives from the Bank. Under current regulations,  the Bank is
not  permitted  to pay  dividends if its  regulatory  capital  would  thereby be
reduced  below  (1)  the  amount  then  required  for  the  liquidation  account
established in connection with the Bank's  conversion from mutual to stock form,
or (2) the  regulatory  capital  requirements  imposed  by the  Office of Thrift
Supervision  ("OTS").   Capital   distributions  are  also  subject  to  certain
limitations  based on the  Bank's  net  income.  See Notes 18 and 19 of notes to
Consolidated  Financial  Statements.  The Bank's total  capital at September 30,
2003  exceeded the amounts of its  liquidation  account and  regulatory  capital
requirements.

                                                                               5
<PAGE>

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

General

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

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

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

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

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

Management Strategy

         Management's  strategy has been to maximize  earnings and profitability
through  steady  growth while  maintaining  asset  quality.  The Bank's  lending
strategy has  historically  focused on the  origination of  traditional  one- to
four-family mortgage loans with the primary emphasis on single-family residences
in the  Bank's  primary  market  area.  Additionally,  management  emphasizes  a
"SmartGrowth"  strategy  that  focuses  on 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.
Consumer loans,  commercial  loans and commercial  real estate loans,  generally
have shorter  terms to maturity and higher yields than  residential  real estate
loans. While alternative mortgage loans,  consumer loans,  commercial loans, and
commercial   real  estate  loans  have  greater  credit  risk  than   conforming
residential  real estate loans,  the Company  believes its SmartGrowth  strategy
will have a favorable  impact on the Company's net interest  margin,  as well as
assist in interest rate risk management.  SmartGrowth also emphasizes  growth in
core deposits (primarily transaction  accounts),  which include demand deposits,
NOW accounts, money market deposit accounts and savings accounts.

Asset and Liability Management

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

6
<PAGE>

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

         The Bank  attempts to manage its interest  rate  exposure by shortening
the maturities of its  interest-earning  assets by emphasizing  adjustable  rate
mortgages   ("ARMs"),   originating  shorter  term  loans  such  as  residential
construction,  consumer,  and home  equity  loans and the  investment  of excess
liquidity in purchased  loans,  adjustable rate  mortgage-backed  securities and
other securities with relatively short terms to maturity.  Furthermore, the Bank
works to manage the  interest  rates it pays on  deposits  while  maintaining  a
stable deposit base and providing  quality services to its customers.  In recent
years,  the Bank has used  borrowings  while  continuing to rely  primarily upon
deposits as its source of funds.  At September  30, 2003,  the weighted  average
term  to  repricing  of the  Bank's  ARM  loan  and  mortgage-backed  securities
portfolio was approximately 24 months. In contrast, at September 30, 2003, $87.2
million  of the Bank's  certificate  accounts  and $172.3  million of the Bank's
regular  deposit  accounts (e.g.  demand,  NOW, money market,  savings),  out of
$349.3 million of total deposits, were scheduled to mature or reprice within one
year or sooner. Based on past experience, however, management believes that much
of the Bank's deposits will remain at the Bank.

         Management  believes  that it has adequate  capital to accept a certain
degree of interest rate risk. Should interest rates rise management believes the
Bank's  capital  position  will enable it to withstand  the  negative  impact on
earnings.

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

<TABLE>
<CAPTION>
                                                             Year Ended September 30,
                                                   2003 vs 2002                   2002 vs 2001
                                          ----------------------------     --------------------------
                                           Increase (Decrease) Due to      Increase (Decrease) Due to
                                           Volume    Rate       Net        Volume   Rate       Net
                                          -------   -------    -------     ------  -------    -------
                                                             (Dollars in Thousands)
<S>                                     <C>       <C>        <C>        <C>       <C>       <C>
Interest-earning assets:
  Securities (1)                          $ 1,326   $(2,215)   $  (888)   $ 1,938   $ (806)   $ 1,132
  Loans receivable, net                    (1,494)   (2,480)    (3,245)    (2,013)    (655)    (2,668)
  Other interest-earning assets (2)            74      (153)       (79)       351     (304)        47
                                          -------   -------    -------     ------  -------    -------
Total Interest-Earning Assets                 (93)   (4,119)    (4,212)       276   (1,765)    (1,489)
                                          -------   -------    -------     ------  -------    -------
Interest-bearing liabilities:
  Deposits                                    (24)   (3,016)    (3,041)     1,134   (4,706)    (3,572)
  FHLB advances and other borrowings          657      (289)       368       (190)    (398)      (588)
                                          -------   -------    -------     ------  -------    -------
Total Interest-Bearing liabilities            632    (3,305)    (2,673)       944   (5,104)    (4,160)
                                          -------   -------    -------     ------  -------    -------
  Net change in net interest income       $  (726)  $  (814)   $(1,539)    $ (668) $ 3,339    $ 2,671
                                          =======   =======    =======     ======  =======    =======
</TABLE>

(1)  Includes investment securities and FHLB stock.
(2)  Includes certificates of deposit and other interest-bearing accounts.

                                                                               7
<PAGE>

Average  Balance  Sheet.  The  following  table sets forth  certain  information
relating to the  Company's  actual and average  balance  sheet and  reflects the
actual and average  yield on assets and actual and average  cost of  liabilities
for the periods indicated.  Such yields and costs are derived by dividing income
or expenses by the average balance of assets or liabilities,  respectively,  for
the periods presented. Average balances are derived from daily average balances.

<TABLE>
<CAPTION>
                                                                      Year Ended September 30,
                                      ---------------------------------------------------------------------------------------
                                                  2003                           2002                       2001
                                      -----------------------------  --------------------------  ----------------------------
                                                           Average                     Average                       Average
                                        Average             Yield/    Average           Yield/   Average              Yield/
                                        Balance  Interest    Cost     Balance Interest  Cost     Balance  Interest    Cost
                                        -------  --------    ----     ------- --------  ----     -------  --------    ----
                                                                        (Dollars in Thousands)
<S>                                   <C>        <C>       <C>      <C>       <C>      <C>     <C>        <C>       <C>
Assets
  Interest-Earning Assets
  Securities (1)                       $112,718   $ 3,695     3.28%  $ 92,108  $ 4,583    4.98% $ 55,283   $ 3,451     6.24%
  Loans receivable (2) (3)              349,716    25,524     7.30%   364,676   28,769    7.89%  389,963    31,437     8.06%
  Other interest-earning
    assets (4)                           20,095       266     1.32%    16,952      345    2.04%    4,868       298     6.12%
                                       --------   -------            --------  -------          --------   -------
  Total interest-earning assets         482,529   $29,485     6.11%   473,736  $33,697    7.11%  450,114   $35,186     7.82%
                                                  =======                      =======                     =======
  Non-interest earning assets            37,106                        25,725                     20,881
                                       --------                      --------                   --------
  Total Assets                         $519,635                      $499,461                   $470,995
                                       ========                      ========                   ========

Liabilities and Stockholders' Equity
  Interest-bearing Liabilities
  NOW accounts                         $ 51,291   $   137     0.27%  $ 44,105  $   269    1.19% $ 38,325   $   642     1.62%
  Statement & regular
    savings accounts                     28,655       182     0.64%    25,925      344    1.33%   22,637       397     1.75%
  Money funds accounts                   67,105       720     1.07%    54,761    1,126    2.06%   28,618     1,194     4.17%
  Certificates of Deposit               179,318     6,695     3.88%   202,321    9,036    4.47%  212,135    12,114     5.71%
                                       --------   -------            --------  -------          --------   -------
      Total Deposits                    326,369     7,734     2.37%   327,112   10,775    3.29%  301,715    14,347     4.76%
  FHLB advances and
    other borrowings                    102,546     5,938     5.79%    91,140    5,570    6.11%   94,089     6,158     6.54%
                                       --------   -------            --------  -------          --------   -------
  Total interest-bearing
    liabilities                         428,915   $13,672     3.19%   418,252  $16,345    3.91%  395,804   $20,505     5.18%
                                                  =======                      =======                     =======

  Non-interest-bearing
    liabilities                          33,469                        27,274                     25,172
                                       --------                      --------                   --------
      Total liabilities                 462,384                       445,526                    420,976
Stockholders' Equity                     57,251                        53,935                     50,019
                                       --------                      --------                   --------
Total Liabilities and
  Stockholders' Equity                 $519,635                      $449,461                   $470,995
                                       ========                      ========                   ========
Net interest income/interest
  rate spread (5)                                 $15,813     2.92%             $17,352    3.20%            $14,681     2.64%
                                                  =======                       =======                     =======

Net interest margin (6)                                       3.28%                        3.66%                        3.26%
Interest-earning assets/
Interest bearing liabilities                                112.50%                      113.27%                      113.72%
</TABLE>

(1)  Includes securities and Federal Home Loan Bank (" FHLB") stock.
(2)  Amount is net of  deferred  loan fees,  loan  discounts  and  premiums  and
     loans-in-process and includes non-accruing loans.
(3)  Interest  income  includes  loan  fees of  approximately  $90,000  in 2003,
     $399,000 in 2002 and $117,000 in 2001.
(4)  Amount  includes   certificates  of  deposit  and  other   interest-bearing
     deposits.
(5)  Interest rate spread represents the difference between the yield on average
     interest-earning   assets   and  the  cost  of   average   interest-bearing
     liabilities.
(6)  Net  interest  margin  represents  net interest  income  divided by average
     interest-earning assets.

8
<PAGE>

Changes in Financial Condition From September 30, 2002 to September 30, 2003

         General.  Total  assets  increased  $22.9  million,  or 4.5% to  $536.9
million at  September  30,  2003 from  $514.0  million at  September  30,  2002,
primarily as a result of purchases of mortgage-backed  securities using cash and
FHLB advance borrowings.

         Cash and Cash  Equivalents.  Cash decreased $20.9 million from $35.4 at
September 30, 2002 to $14.4 million at September  30, 2003.  Decreases  were due
primarily to purchases of mortgage-backed securities.

         Securities   Available-for-Sale   and   Held-to-Maturity.    Securities
available-for-sale  increased  $35.3 million from $64.1 million at September 30,
2002 to $99.4 million at September 30, 2003.  This increase was due primarily to
purchases of mortgage-backed  securities using funds from loan repayments,  FHLB
borrowings  and cash.  Securities  held to maturity  decreased $0.6 million from
September 30, 2002 due to pay downs on securities.

         Loans Receivable,  Net. The Bank's net loans receivable  increased $6.5
million or 1.9% to $357.1  million from $350.6 million at September 30, 2002 due
primarily to increases in real estate and commercial  loans.  Of all real estate
loans originated in fiscal 2003, 38.3% had adjustable rates.

         Deposits.  The Bank's deposits increased $0.1 million or 0.2% to $349.3
million from $349.1 million at September 30, 2002.  Increases were due primarily
to interest credits.

         Advances From FHLB.  Advances from the Federal Home Loan Bank of Dallas
increased  $22.8  million,  or 22.1% to $126.3  million  from $103.5  million at
September  30,  2002,  as the  Company  used  $22.8  million  to fund  loans and
purchases of securities.

         Stockholders'  Equity.  Stockholders'  equity increased $0.6 million or
1.1% from $56.4 million at September 30, 2002, to $57.0 million at September 30,
2003,  due  primarily to net income and the proceeds  from the exercise of stock
options less dividends and stock purchases.

Comparison of Operating  Results for Years Ended  September  30, 2003,  2002 and
2001

Analysis of Net Income

         General.  The Company had net income of $6.2 million,  $6.2 million and
$4.4 million 2003,  2002 and 2001.  The $0.05  million or 0.8%  decrease  during
fiscal  2003  compared  to fiscal  2002 was  primarily  due to a decrease in net
interest income.

         Interest  Income.  Interest  income  amounted to $29.5  million;  $33.7
million and $35.2 million for the years ended 2003, 2002 and 2001, respectively.
The $4.2 million or 12.5%  decrease  during  fiscal 2003 compared to fiscal 2002
was primarily due to the reduction in market interest  rates.  The average rates
earned on loans  receivable  decreased  from  7.89% in  fiscal  2002 to 7.30% in
fiscal 2003. The average rates earned  decreased from 7.69% in the first quarter
of fiscal 2003 to 6.87% in the fourth quarter of fiscal 2003 as rates decreased.
The decrease was due to the drop in market  interest  rates.  The higher average
balance of securities was offset by a 1.70%  decrease in the yield thereon.  The
$1.5 million or 4.3%  decrease in fiscal 2002 was primarily due to the decreased
interest  on  loans;  offset  somewhat  by an  increase  in  interest  income on
securities.

         Interest Expense. Interest expense totaled $13.7 million; $16.3 million
and  $20.5  million  for  the  years  ended   September  2003,  2002  and  2001,
respectively.  The $2.7 million or 1.6% decrease  during fiscal 2003 compared to
fiscal 2002 was primarily due to the decrease in market interest rates. The $2.7
million or 1.6%  decrease in fiscal 2003 was  primarily  due to a 59 basis point
drop in deposit  interest rates along with a 32 basis point drop in FHLB advance
interest rates. The average rates paid on interest  bearing  deposits  decreased
from 3.29% in fiscal 2002 to 2.37% in fiscal 2003.  However,  the average  rates
paid  decreased  from 2.69% in the first  quarter of fiscal 2003 to 2.13% in the
fourth quarter of fiscal 2003 as market rates decreased.

         Net Interest  Income.  Net interest  income  amounted to $15.8 million,
$17.4 million and $14.7 million for the years ended September 30, 2003, 2002 and
2001.  The  interest  rate  margin was 3.28% in fiscal  2003 and 3.66% in fiscal
2002.  The  decrease  in margin was mainly due to a reduction  in loan  interest
rates and security interest rates.

                                                                               9
<PAGE>

         Provision  for Loan Losses.  The Bank  provided  $75,000,  $205,000 and
$80,000 to the allowance for loan losses for the years ended September 30, 2003,
2002 and 2001 respectively. The allowance for loan losses was $3,397,000 at 2003
fiscal  year end,  $3,459,000  at 2002 fiscal  year end and  $3,436,000  at 2001
fiscal year end.  The  reduction in the 2003  provision  reflects a reduction in
non-performing  assets  during  the year  and the  current  level  of the  banks
allowance for loan losses.

         Management  periodically  estimates  the  likely  level  of  losses  to
determine  whether the allowance for loan losses is adequate to absorb  probable
losses in the existing portfolio. Based on these estimates, an amount is charged
or credited  to the  provision  for loan  losses and  credited or charged to the
allowance for loan losses in order to adjust the allowance to a level determined
to be adequately absorb probable losses. These estimates are made at least every
quarter and there has been no  significant  change in the  Company's  estimation
methods during the current year.

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

         Non-Interest  Income.   Non-interest  income  during  the  years  ended
September 30, 2003,  2002 and 2001  amounted to $9.6  million,  $7.9 million and
$6.7 million respectively. The increase in fiscal year 2002 was primarily due to
increased fee income  primarily due to an increase in the number of  transaction
accounts. In fiscal year 2003 the Company also earned $552,000 due to Bank-Owned
Insurance,  $655,000  due to the sale of  loans  and the  Company's  sale of the
credit card portfolio.

         Non-Interest Expense.  Non-interest expense increased steadily over the
three periods,  totaling  $16.0 million,  $15.6 million and $14.8 million during
the years ended  September 30, 2003, 2002 and 2001. The increases in both fiscal
2003 and 2002 were due to continued  expansion of office  facilities,  increased
marketing expenses and increases in new technology.  The principal  component of
non-interest expense,  compensation and employee benefits, increased from $6.618
million in fiscal  2001 to $7.3  million in fiscal  2002 and  increased  to $7.7
million in fiscal 2003. Other operating  expenses decreased from $2.6 million in
fiscal 2001to $2.1 million in fiscal 2002 and to $2.1 million in fiscal 2003.

         The Company is subject to the Louisiana Shares Tax. This amounted to an
expense of  $596,000,  $650,000 and  $605,000 in the years ended  September  30,
2003, 2002 and 2001, respectively.

         Gain on Sale of Securities. In the years ended September 30, 2003, 2002
and 2001,  gains on the sale of  securities  amounted  to  $43,000,  $87,000 and
$123,000, respectively.

         Income Tax Expense.  For the years ended  September 30, 2003,  2002 and
2001,  the Bank incurred  income tax expense of $3.2  million,  $3.3 million and
$2.3 million,  respectively.  The varying  amounts were caused  primarily by the
varied pre-tax income of the Bank as the Company's  overall effective income tax
rate approximated the statutory rate.
Liquidity and Capital Resources

         The Bank's average liquidity ratio is based on a percentage of deposits
and short-term  borrowings and was  approximately  5.4% percent during September
2003.  The Bank manages its average  liquidity  ratio to meet its funding needs,
including:  deposit outflows;  disbursement of payments collected from borrowers
for taxes and insurance;  repayment of Federal Home Loan Bank advances and other
borrowings;  and loan  principal  disbursements.  The  Bank  also  monitors  its
liquidity position in accordance with its asset/liability management objectives.

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

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

10
<PAGE>

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

         The Bank has other sources of liquidity if a need for additional  funds
arises,  such as FHLB of Dallas  advances  and the  ability  to  borrow  against
mortgage-backed and other securities.  On September 30, 2003, the Bank had total
FHLB borrowings of $126.3 million, or 23 % of the Bank's assets.

         Management believes the Bank has sufficient resources available to meet
its  foreseeable  funding  requirements.  At September  30,  2003,  the Bank had
outstanding  loan  commitments of $34.1  million,  and  certificates  of deposit
scheduled to mature within one year of $87.2 million, substantially all of which
management expects, based on past experience, will remain with the Bank.

         Regulations  of the OTS  require  the  Bank to  meet  or  exceed  three
separate  standards of capital  adequacy.  These  regulations  require financial
institutions  to have  minimum  tangible  capital  equal to 1.5 percent of total
adjusted  assets;  minimum core capital  equal to 4.0 percent of total  adjusted
assets;  and  risk-based  capital  equal to 8.0  percent of total  risk-weighted
assets.  At September 30, 2003,  Teche Federal  exceeded all regulatory  capital
requirements.  See  Note 18 to  Consolidated  Financial  Statements.  Impact  of

Inflation and Changing Prices

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

Critical Accounting Policies

         Certain  critical  accounting  policies  affect  the  more  significant
judgments and estimates used in the  preparation of the  consolidated  financial
statements.  Teche's  single  most  critical  accounting  policy  relates to its
allowance for loan losses,  which reflects the estimated  losses  resulting from
the inability of its borrowers to make loan payments. If the financial condition
of its  borrowers  were to  deteriorate,  resulting  in an  impairment  of their
ability  to make  payments,  its  estimates  would be  updated,  and  additional
provisions for loan losses may be required.

                                                                              11

<PAGE>

INDEPENDENT AUDITORS' REPORT


Board of Directors and Shareholders
Teche Holding Company
Franklin, Louisiana

We have audited the  accompanying  consolidated  balance sheets of Teche Holding
Company  and  subsidiary  as of  September  30,  2003 and 2002,  and the related
consolidated statements of income,  stockholders' equity and cash flows for each
of the three years in the period  ended  September  30,  2003.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

In our opinion,  such consolidated  financial  statements present fairly, in all
material  respects,   the  financial  position  of  Teche  Holding  Company  and
subsidiary  as of  September  30,  2003  and  2002,  and the  results  of  their
operations  and their cash flows for each of the three years in the period ended
September 30, 2003 in conformity with accounting  principles  generally accepted
in the United States of America.

/s/DELOITTE & TOUCHE LLP

DELOITTE & TOUCHE LLP

November 14, 2003

12
<PAGE>

TECHE HOLDING COMPANY AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2003 AND 2002
( DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNT)
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------

<S>                                                            <C>          <C>
ASSETS                                                              2003         2002

Cash and cash equivalents                                        $  14,439    $  35,375
Securities available-for-sale--at estimated fair value
  (amortized cost of $100,302 in 2003 and $63,009 in 2002)          99,378       64,110
Securities held-to-maturity--at cost (estimated fair
  value of $30,714 in 2003 and $31,188 in 2002)                     30,269       30,897
Loans receivable--net of allowance for loan losses of
  $3,397 in 2003 and $3,459 in 2002                                357,130      350,623
Accrued interest receivable                                          2,251        2,501
Investment in Federal Home Loan Bank stock, at cost                  6,477        5,211
Real estate owned--net                                                 268          580
Prepaid expenses and other assets                                      877          742
Life insurance contracts                                             9,324        8,772
Premises and equipment--at cost, less accumulated depreciation      16,533       15,206
                                                                 ---------    ---------
TOTAL ASSETS                                                     $ 536,946    $ 514,017
                                                                 =========    =========


LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits                                                         $ 349,268    $ 349,125
Advances from Federal Home Loan Bank                               126,310      103,471
Advance payments by borrowers for taxes and insurance                1,385        1,352
Accrued interest payable                                               624          702
Accounts payable and other liabilities                               2,363        3,001
                                                                 ---------    ---------
      Total liabilities                                            479,950      457,651

COMMITMENTS AND CONTINGENCIES                                            -            -

STOCKHOLDERS' EQUITY:
  Common stock, $.01 par value, 10,000,000 shares authorized;
     4,395,603 and 4,373,871 shares issued                              44           44
  Preferred stock, 5,000,000 shares authorized, none issued
  Additional paid-in capital                                        45,701       44,618
  Retained earnings                                                 46,598       41,713
  Unearned ESOP shares                                                (424)        (757)
  Treasury stock - 2,148,000 and 2,005,588 shares--at cost         (34,322)     (29,968)
  Unrealized (loss) gain on securities available-for-sale, net
    of deferred income taxes                                          (601)         716
                                                                 ---------    ---------
      Total stockholders' equity                                    56,996       56,366
                                                                 ---------    ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                       $ 536,946    $ 514,017
                                                                 =========    =========

</TABLE>

See notes to consolidated financial statements.

                                                                              13

<PAGE>

TECHE HOLDING COMPANY AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED SEPTEMBER 30, 2003, 2002 AND 2001
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------

                                                         2003        2002       2001
<S>                                                <C>         <C>        <C>
INTEREST INCOME:
  Interest and fees on loans                         $ 25,524    $ 28,769   $ 31,437
  Interest and dividends on securities                  3,695       4,583      3,451
  Other interest income                                   266         345        298
                                                     --------    --------   --------
                                                       29,485      33,697     35,186
                                                     --------    --------   --------
INTEREST EXPENSE:
  Deposits                                              7,734      10,775     14,347
  Advances from Federal Home Loan Bank                  5,938       5,570      6,158
                                                     --------    --------   --------
                                                       13,672      16,345     20,505
                                                     --------    --------   --------
NET INTEREST INCOME                                    15,813      17,352     14,681

PROVISION FOR LOAN LOSSES                                  75         205         80
                                                     --------    --------   --------
NET INTEREST INCOME AFTER PROVISION
  FOR LOAN LOSSES                                      15,738      17,147     14,601
                                                     --------    --------   --------
NON-INTEREST INCOME:
  Service charges                                       8,230       7,522      6,514
  (Loss) gain on sale of real estate owned                (48)         21         20
  Other income                                          1,424         357        165
                                                     --------    --------   --------
    Total non-interest income                           9,606       7,900      6,699
                                                     --------    --------   --------
GAIN ON SALE OF SECURITIES--net                            43          87        123
                                                     --------    --------   --------

NON-INTEREST EXPENSE:
  Compensation and employee benefits                    7,727       7,269      6,618
  Occupancy, equipment and data processing expense      3,535       3,377      3,419
  Marketing and professional                            2,006       2,133      1,492
  SAIF deposit insurance premiums                          59          62         61
  Louisiana shares tax                                    596         650        605
  Other operating expenses                              2,093       2,122      2,573
                                                     --------    --------   --------
    Total non-interest expense                         16,016      15,613     14,768
                                                     --------    --------   --------

INCOME BEFORE INCOME TAXES                              9,371       9,521      6,655

INCOME TAXES                                            3,186       3,285      2,296
                                                     --------    --------   --------

NET INCOME                                           $  6,185    $  6,236   $  4,359
                                                     ========    ========   ========

BASIC INCOME PER COMMON SHARE                        $   2.73    $   2.72   $   1.86
                                                     ========    ========   ========

DILUTED INCOME PER COMMON SHARE                      $   2.55    $   2.58   $   1.81
                                                     ========    ========   ========
</TABLE>

See notes to consolidated financial statements.

14

<PAGE>

TECHE HOLDING COMPANY AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED SEPTEMBER 30, 2003, 2002 AND 2001
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                             Unrealized
                                                                                                           Gain (Loss)
                                                 Additional           Unearned     Unearned                on Securities
                                          Common   Paid-In   Retained   ESOP     Compensation   Treasury     Available-
                                           Stock   Capital   Earnings  Shares       (MSP)         Stock    for-Sale, net  Total
                                           -----   -------   --------  ------       -----         -----    -------------  -----

<S>                                        <C>   <C>       <C>       <C>            <C>       <C>            <C>        <C>
BALANCE--October 1, 2000                    $ 42  $ 42,221  $ 33,417  $ (1,421)      $ (41)    $ (24,652)     $ (945)    $ 48,621
Contribution to ESOP                          -        218         -       332           -             -           -          550
Amortization of MSP                           -          -         -         -          41             -           -           41
Exercise of stock options                     1        935         -         -           -             -           -          936
Purchase of common stock for treasury         -          -         -         -           -        (2,866)          -       (2,866)
Dividends declared - $.50 per share           -          -    (1,167)        -           -             -           -       (1,167)
Comprehensive income:
  Net income                                  -          -     4,359         -           -             -           -        4,359
  Change in unrealized gain (loss)
    on securities available-for-sale--net     -          -         -         -           -             -       1,638        1,638
                                                                                                                         --------
            Total comprehensive income        -          -         -         -           -             -           -        5,997
                                           ----   --------  --------     ------        ---      ---------      ------    --------

BALANCE--September 30, 2001                  43     43,374    36,609    (1,089)          -       (27,518)        693       52,112
Contribution to ESOP                          -        413         -       332           -             -           -          745
Exercise of stock options                     1        831         -         -           -             -           -          832
Purchase of common stock for treasury         -          -         -         -           -        (2,450)          -       (2,450)
Dividends declared - $.50 per share           -          -    (1,132)        -           -             -           -       (1,132)
Comprehensive income:
  Net income                                  -          -     6,236         -           -             -           -        6,236
  Change in unrealized gain (loss)
    on securities available-for-sale--net     -          -         -         -           -             -          23           23
                                                                                                                         --------
           Total comprehensive income         -          -         -         -           -             -           -        6,259
                                           ----   --------  --------     ------        ---      ---------      ------    --------

BALANCE--September 30, 2002                  44     44,618    41,713      (757)          -       (29,968)        716       56,366
Contribution to ESOP                          -        689         -       333                                              1,022
Exercise of stock options                     -        394         -         -           -             -           -          394
Purchase of common stock for treasury         -          -         -         -           -        (4,354)          -       (4,354)
Dividends declared - $.58 per share           -          -    (1,300)        -           -             -           -       (1,300)
Comprehensive income:
  Net income                                  -          -     6,185         -           -             -           -        6,185
  Change in unrealized gain (loss)
    on securities available-for-sale--net     -          -         -         -           -             -      (1,317)      (1,317)
                                                                                                                         --------
           Total comprehensive income         -          -         -         -           -             -           -        4,868
                                           ----   --------  --------     ------        ---      ---------      ------    --------
BALANCE--September 30, 2003                $ 44   $ 45,701  $ 46,598     $ (424)       $ -      $ (34,322)     $ (601)   $ 56,996
                                           ====   ========  ========     ======        ===      =========      ======    ========
</TABLE>

See notes to consolidated financial statements.

                                                                              15

<PAGE>

TECHE HOLDING COMPANY AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED SEPTEMBER 30, 2003, 2002 AND 2001 (DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------


                                                                   2003        2002        2001
<S>                                                            <C>         <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                     $  6,185    $  6,236    $  4,359
  Adjustments to reconcile net income
    to net cash provided by operating activities:
      Accretion of discount and amortization of premium
        on investments and mortgage-backed securities               1,210         217         (46)
      Provision for loan losses                                        75         205          80
      ESOP expense                                                    846         633         456
      MSP expense                                                                  20          41
      Deferred income tax credit                                     (100)       (115)       (144)
      Gain on sale of loans and credit card portfolio                (655)          -           -
      Gain on sale of securities                                      (43)        (87)       (123)
      Loss (gain) on sale of real estate owned                         48         (21)        (20)
      Depreciation                                                    893       1,076       1,191
      Change in accrued interest receivable                           250        (114)         17
      Change in accrued interest payable                              (78)       (262)        279
      Other--net                                                     (164)       (285)        299
                                                                 --------    --------    --------
           Net cash provided by operating activities                8,467       7,503       6,389
                                                                 --------    --------    --------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from sale of investment securities
     available-for-sale                                               192         354         506
  Purchase of securities available-for-sale                       (80,386)    (55,688)        (34)
  Principal repayments on securities available-for-sale            41,734      32,359      18,204
  Purchase of securities held-to-maturity                         (19,985)    (35,754)          -
  Principal repayments on securities held-to-maturity              20,613       4,857           -
  Net loan (originations) repayments                               (8,740)     30,150       5,693
  Purchase of loans                                               (12,363)          -           -
  Proceeds from sales of loans                                     15,236           -           -
  Purchase of life insurance contracts                                  -      (8,500)          -
  (Investment in) sales of FHLB stock--net                         (1,266)       (435)      1,005
  Purchase of premises and equipment                               (2,193)     (3,098)     (3,166)
                                                                 --------    --------    --------
           Net cash (used in) provided by investing activities    (47,158)    (35,755)     22,208
                                                                 --------    --------    --------

                                                                                       (Continued)
</TABLE>
16

<PAGE>

TECHE HOLDING COMPANY AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED SEPTEMBER 30, 2003, 2002 AND 2001 (DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------


                                                              2003        2002        2001
<S>                                                         <C>       <C>        <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
  Dividends paid                                              (1,300)     (1,132)     (1,167)
  Net increase in deposits                                       143       6,208      33,021
  Proceeds of long-term FHLB advances                         22,839      51,000      34,000
  Repayment of long-term FHLB advances                             -     (14,649)    (21,233)
  Net decrease in short-term FHLB advances                         -           -     (57,500)
  Cash paid for purchase of common stock for treasury         (4,354)     (2,450)     (2,866)
  Proceeds from exercise of stock options                        394         832         855
  Change in advance payments by
    borrowers for taxes and insurance                             33        (290)         17
                                                            --------    --------    --------
      Net cash provided by (used in) financing activities     17,755      39,519     (14,873)
                                                            --------    --------    --------

NET (DECREASE) INCREASE IN CASH AND
  CASH EQUIVALENTS                                           (20,936)     11,267      13,724

CASH AND CASH EQUIVALENTS--
  Beginning of year                                           35,375      24,108      10,384
                                                            --------    --------    --------
CASH AND CASH EQUIVALENTS--
  End of year                                               $ 14,439    $ 35,375    $ 24,108
                                                            ========    ========    ========

SUPPLEMENTAL DISCLOSURE OF CASH
  FLOW INFORMATION:
  Cash paid for interest                                    $ 13,750    $ 16,083    $ 20,226
                                                            ========    ========    ========

  Income taxes paid                                         $  3,120    $  3,516    $  2,318
                                                            ========    ========    ========

                                                                                   (Concluded)
</TABLE>

See notes to consolidated financial statements.

                                                                              17

<PAGE>

TECHE holding company and subsidiary

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2003, 2002 AND 2001
(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
--------------------------------------------------------------------------------


1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      The significant accounting policies of the Company are described below.

      Principles of Consolidation--The consolidated financial statements include
      the accounts of Teche  Holding  Company and its  wholly-owned  subsidiary,
      Teche Federal Savings Bank (collectively  "the Company").  All significant
      intercompany   balances  and   transactions   have  been   eliminated   in
      consolidation.  The Company operates  principally in the community savings
      bank segment by attracting deposits from the general public and using such
      deposits  primarily to originate loans.  These loans include those secured
      by first mortgages on  owner-occupied,  family  residences as well as home
      improvement and other consumer loans.

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

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

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

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

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

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

      When doubt exists as to  collectability  of a loan,  the loan is placed on
      non-accrual status. When a loan is placed on non-accrual status,  interest
      accrued  prior  to  the  judgment  of   uncollectibility   is  charged  to
      operations.  Loans are returned to an accruing status only as payments are
      received and if  collection of all principal and interest is not in doubt.
      If doubt  exists,  any  payments  received on such  non-accrual  loans are
      applied  first to  outstanding  loan  amounts and next to the  recovery of
      charged-off  loan  amounts.  Any  excess is treated  as  recovery  of lost
      interest.

18

<PAGE>

      The  Company  considers  a loan to be impaired  when,  based upon  current
      information  and events,  it believes it is possible that the Company will
      be unable to collect all amounts due according to the contractual terms of
      the loan  agreement.  The Company's  impaired loans include  troubled debt
      restructurings,  and  performing and  non-performing  major loans in which
      full  payment of  principal  or  interest  is not  expected.  The  Company
      calculates  a reserve  required  for  impaired  loans based on the present
      value of expected  future cash flows  discounted  at the loan's  effective
      interest rate, or the loan's  observable market price or the fair value of
      its collateral.  The Company did not have a significant amount of impaired
      loans at September 30, 2003 or 2002.

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

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

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

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

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

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

      Premises and Equipment--The Company computes depreciation generally on the
      straight-line  method for both financial  reporting and federal income tax
      purposes.  The estimated  useful lives used to compute  depreciation  are:
      buildings and improvements, twenty to forty years; and furniture, fixtures
      and  equipment,  three to ten  years.  Interest  is  capitalized  on major
      construction  programs  and  amounted  to $47,  $-0- and $105 in the years
      ended September 30, 2003, 2002 and 2001, respectively.

                                                                              19
<PAGE>

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

      Life  Insurance   Contracts--Life  insurance  contracts  represent  single
      premium life insurance  contracts on the lives of certain  officers of the
      Company. The Company is the beneficiary of these policies. These contracts
      are  reported  at their  cash  surrender  value  and  changes  in the cash
      surrender value is included in other non-interest income.

      Retirement  Plan--The  expense of the  multi-employer  retirement  plan in
      which the Company participates equals the amount of contributions required
      by the Company.

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

      Income Per  Share--Basic  income per common share (EPS) excludes  dilution
      and is computed by dividing net income by the  weighted-average  number of
      common  shares  outstanding  for the  period.  Diluted  EPS  reflects  the
      potential  dilution that could occur if  securities or other  contracts to
      issue  common  stock were  exercised  or  converted  into common  stock or
      resulted  in the  issuance  of common  stock  that then  shared in the net
      income of the  Company.  Diluted EPS is computed by dividing net income by
      the total of the  weighted-average  number of shares  outstanding plus the
      effect of outstanding  options and Management  Stock Plan ("MSP")  grants.
      The Company  accounts  for the shares  acquired by the ESOP in  accordance
      with Statement of Position 93-6 and,  therefore,  shares controlled by the
      ESOP are not considered in the weighted average shares  outstanding  until
      the  shares are  committed  for  allocation  to an  employee's  individual
      account.

      Comprehensive  Income--Comprehensive  income includes net income and other
      comprehensive  income or loss which, in the case of the Company,  includes
      only unrealized gains and losses on securities available-for-sale.

      Accounting Pronouncements--In May 2003, the Financial Accounting Standards
      Board  (FASB)  issued SFAS No.  150,  "Accounting  for  Certain  Financial
      Instruments  with  Characteristics  of Both  Liabilities  and Equity." The
      issuer  of  financial  instruments  that  fall  within  the  scope of this
      statement,  many of which were previously  classified as equity,  must now
      classify these financial  instruments as liabilities (or assets in certain
      circumstances).  Such  instruments  include  equity shares with  mandatory
      redemption  features,  and  instruments,  other  than  outstanding  equity
      shares,  that  represent an obligation  to repurchase  equity shares or an
      obligation  that must or may be settled  by  issuing a variable  number of
      equity shares.  The Company has issued no financial  instruments that fall
      within the scope of SFAS No. 150.

      In later  2002 and early  2003,  the FASB  issued two  interpretations  of
      existing  accounting   principles.   FASB  Interpretation   (FIN)  No.  45
      elaborated  on  disclosures  an entity  should make about its  obligations
      under certain guarantees and clarified that a guarantor should recognize a
      liability for the fair value of the obligations  when a guarantee is first
      issued.  The  Company  has no  significant  items which are subject to the
      guidance in FIN No. 45. Note 16 provides  information on off-balance sheet
      financial instruments.

20
<PAGE>

      FIN  No.  46  was  issued  in  response  to  perceived  weaknesses  in the
      accounting for  special-purpose  entities,  in particular the  possibility
      that a controlling  financial  interest in such an entity might not result
      in  consolidation  of the  entity  with the  holder of the  interest.  The
      specific entities to which FIN No. 46 refers are called "variable interest
      entities,"  and the  interpretation  explains  how to  identify a variable
      interest  entity and how an enterprise  should assess its interest in such
      an entity to decide whether consolidation is appropriate.  The Company has
      no interests  that would require  consolidation  under the guidance of FIN
      No. 46.

      Reclassifications--Certain  reclassifications  have been made to the prior
      year's  financial  statements  in order to conform to the  classifications
      adopted for reporting in 2003.

2. INTEREST RATE RISK

      The Company is engaged  principally in providing  first mortgage and other
      types of loans to individuals and  businesses.  At September 30, 2003, the
      Company had interest  earning assets of  approximately  $505,000,  most of
      which will not mature or be  repriced  until  after five  years.  Interest
      bearing liabilities  totaled  approximately  $445,000,  most of which will
      mature or can be  repriced  within  two years.  The  shorter  duration  of
      interest-sensitive liabilities indicates that in a rising rate environment
      the Company is exposed to interest  rate risk because  liabilities  may be
      repricing  faster at higher  interest rates,  thereby  reducing the market
      value of  long-term  assets and net  interest  income.  In a falling  rate
      environment  the market value of long-term  assets and net interest income
      may be increased.

3.    SECURITIES

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

<TABLE>
<CAPTION>
                                                                        September 30, 2003
                                                      --------------------------------------------------------
                                                                         Gross         Gross       Estimated
                                                         Amortized     Unrealized   Unrealized        Fair
                                                           Cost            Gains       Losses         Value
<S>                                                     <C>           <C>            <C>         <C>
Investment securities:
  Municipal obligations                                    $ 3,313       $    -        $  (39)       $ 3,274
                                                          --------       ------        ------        -------
Mortgage-backed securities:
  Government National Mortgage Corporation                  26,604            -          (433)        26,171
  Federal Home Loan Mortgage Corporation                    51,298            -          (181)        51,117
  Federal National Mortgage Association                     18,760            -          (276)        18,484
                                                          --------       ------        ------        -------
                                                            96,662            -          (890)        95,772
Collateralized mortgage obligations ("CMOs")                   324            5            (3)           326
Equity securities                                                3            3             -              6
                                                          --------       ------        ------        -------
                                                          $100,302       $    8        $ (932)       $99,378
                                                          ========       ======        ======        =======
</TABLE>

                                                                              21

<PAGE>

<TABLE>
<CAPTION>
                                                                         September 30, 2002
                                                      ------------------------------------------------------
                                                                        Gross         Gross       Estimated
                                                        Amortized     Unrealized   Unrealized        Fair
                                                          Cost            Gains       Losses         Value
<S>                                                  <C>             <C>              <C>           <C>
Investment securities:
  Municipal obligations                                $      59       $    -           $ -           $ 59
                                                       ---------       ------           ---        -------
Mortgage-backed securities:
  Government National Mortgage Corporation                 4,791          119             -          4,910
  Federal Home Loan Mortgage Corporation                  41,163          735             -         41,898
  Federal National Mortgage Association                    6,215          114             -          6,329
                                                       ---------       ------           ---        -------
                                                          52,169          968             -         53,137
Collateralized mortgage obligations ("CMOs")              10,630          117            (3)        10,744
Equity securities                                            151           19             -            170
                                                       ---------       ------           ---        -------
                                                       $  63,009       $1,104           $(3)       $64,110
                                                       =========       ======           ===        =======
</TABLE>


      The   amortized   cost   and   estimated   fair   values   of   securities
held-to-maturity are as follows (in thousands):

<TABLE>
<CAPTION>
                                                             September 30, 2003
                                          ---------------------------------------------------------
                                                               Gross       Gross        Estimated
                                              Amortized     Unrealized   Unrealized        Fair
                                                 Cost          Gains       Losses         Value

<S>                                           <C>            <C>        <C>             <C>
Mortgaged-backed securities                     $27,537        $ 472          $   -       $28,009
Federal National Mortgage Association             2,732            -            (27)        2,705
                                                -------        -----          -----       -------
                                                $30,269        $ 472          $ (27)      $30,714
                                                =======        =====          =====       =======
</TABLE>

<TABLE>
<CAPTION>
                                                             September 30, 2002
                                          ---------------------------------------------------------
                                                               Gross       Gross        Estimated
                                              Amortized     Unrealized   Unrealized        Fair
                                                 Cost          Gains       Losses         Value

<S>                                           <C>            <C>        <C>             <C>
Mortgaged-backed securities                     $21,366        $ 138      $      -        $21,504
Federal National Mortgage Association             9,531          153             -          9,684
                                                -------        -----      --------        -------
                                                $30,897        $ 291      $      -        $31,188
                                                =======        =====      ========        =======
</TABLE>

      Gross gains of $43, $87 and $127 were  realized on sales of  securities in
      the years ended  September 30, 2003,  2002 and 2001,  respectively.  Gross
      losses of $-0-,  $-0- and $4 were  realized on sales of  securities in the
      years ended September 30, 2003, 2002 and 2001, respectively.

      At September 30, 2003, securities with a cost of approximately $16,400,000
      were pledged to secure  deposits  and advances  from the Federal Home Loan
      Bank as required or permitted by law.

22
<PAGE>

4. LOANS RECEIVABLE

      Loans receivable are summarized as follows (in thousands):

                                                            September 30,
                                                         -------------------
                                                           2003       2002

Residential real estate mortgage loans:
  One-to-four family units--Conforming                   $185,822   $222,069
  One-to-four family units--Alternative                    56,904     31,599
  Multi-family                                              6,854      5,804
Land loans                                                  7,743      8,750
Construction loans                                         13,546      8,814
Non-residential real estate loans                          19,786      7,792
Commercial non-real estate loans                            3,457      3,295
Home improvement and home equity loans                     41,770     40,779
Loans on savings accounts                                   4,247      3,978
Auto loans                                                  3,607      4,143
Mobile home loans                                          14,693     12,972
Credit card loans                                            --        1,282
Other secured and unsecured                                 2,557      3,012
                                                         --------   --------

                                                          360,986    354,289
Less:
  Allowance for loan losses                                 3,397      3,459
  Deferred loan fees                                          459        207
                                                         --------   --------

                                                         $357,130   $350,623
                                                         ========   ========


      Alternative one-to-four family mortgages represent those loans not meeting
      all of the Banks' standard loan underwriting criteria.

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


                                                  Year Ended
                                                 September 30,
                                         -----------------------------
                                            2003       2002       2001

Beginning balance--October 1             $ 3,459    $ 3,436    $ 3,630
Provision charged to operating expense        75        205         80
Recoveries                                   178         33         12
Loans charged off                           (315)      (215)      (286)
                                         -------    -------    -------
Ending balance--September 30             $ 3,397    $ 3,459    $ 3,436
                                         =======    =======    =======


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

      At September 30, 2003 and 2002, there were unamortized  discounts on loans
      purchased of approximately $142 and $320, respectively.  These unamortized
      discounts  have been  deducted from the related loan balances in the table
      above.

      The amount of  nonaccrual  loans at  September  30,  2003 and 2002 was not
      significant.  The amount of  interest  not accrued on these types of loans
      did not have a significant effect on net income in 2003, 2002 or 2001.

                                                                              23
<PAGE>

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

5. REAL ESTATE OWNED

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

                                                              September 30,
                                                         -----------------------
                                                               2003       2002

Real estate acquired through foreclosure                       $318       $630
Less allowance for losses                                       (50)       (50)
                                                               ----       ----
Real estate owned--net                                         $268       $580
                                                               ====       ====


6. PREMISES AND EQUIPMENT

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

                                                              September 30,
                                                         -----------------------
                                                            2003          2002

Land                                                      $ 5,670       $ 4,327
Buildings and improvements                                 11,810        11,285
Furniture, fixtures and equipment                           6,954         6,628
                                                          -------       -------
                                                           24,434        22,240
Less accumulated depreciation                              (7,901)       (7,034)
                                                          -------       -------
                                                          $16,533       $15,206
                                                          =======       =======

7.    DEPOSITS

      Deposits are summarized as follows (in thousands):

                                                            September 30,
                                                         -----------------------
                                                             2003          2002

Non-interest bearing demand accounts                      $ 30,486      $ 25,210
Interest bearing:
  NOW accounts                                              50,550        46,565
  Passbook and regular savings                              30,002        26,187
  Money funds accounts                                      61,290        55,246
  Certificates of deposit                                  176,940       195,917
                                                          --------      --------
                                                          $349,268      $349,125
                                                          ========      ========

      Certificates  of deposit of over $100  amounted  to $35,519 and $37,469 at
      September 30, 2003 and 2002, respectively.

24

<PAGE>

      Certificates  of  deposits  at  September  30,  2003 mature as follows
      (in thousands):

Less than one year                                           $ 87,173
1-2 years                                                      29,809
2-3 years                                                      36,489
3-4 years                                                      13,091
4-5 years                                                       6,561
Over 5 years                                                    3,817
                                                             --------
TOTAL                                                        $176,940
                                                             ========


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

      At September  30, 2003,  the Company was indebted to the FHLB for $126,310
      of advances bearing interest at a weighted average rate of 4.88% which are
      due as follows (in thousands):

   Year Ended
September 30,

        2004                                                  $ 25,544
        2005                                                    19,445
        2006                                                     4,076
        2007                                                     4,301
        Thereafter                                              72,944
                                                              --------
                                                              $126,310
                                                              ========


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

      Included in the table above is a $5,000 advance callable in the year ended
      September  30,  2004.  This  advance has been  included in the above table
      based upon its call date rather than its stated due date of 2008.

      At September  30, 2002,  the Company was indebted to the Federal Home Loan
      Bank for  $103,471 of  advances  bearing  interest  at an average  rate of
      5.89%,  $11,385 of which were due or callable in the year ended  September
      30, 2003,  $6,344 in 2004,  $4,445 in 2005, $4,076 in 2006 and the balance
      thereafter.

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

9. OTHER NON-INTEREST INCOME

      Included in other  non-interest  income for the year ended  September  30,
      2003 is  approximately  $655 of gains on sales of loans and the  Company's
      credit card portfolio.

                                                                              25
<PAGE>

10. INCOME TAXES

      Deferred income taxes reflect the net tax effects of temporary differences
      between  the  carrying  amounts of assets and  liabilities  for  financial
      reporting   purposes  and  the  amounts  used  for  income  tax  purposes.
      Significant   components  of  the   Company's   deferred  tax  assets  and
      liabilities  as of  September  30,  2003  and  2002  are  as  follows  (in
      thousands):

                                                               2003      2002

Deferred tax assets:
  Allowance for loan losses                                 $   870   $   727
  Unrealized loss on securities available-for-sale              323         -
  Other                                                         250       145
                                                            -------   -------
         Total deferred tax assets                            1,443       872
                                                            -------   -------
Deferred tax liabilities:
  Deferred loan fees and costs--net                             290       240
  Unrealized gain on securities available-for-sale                -       385
  Tax over book depreciation                                    130        80
  Dividends on FHLB stock                                       650       610
  Other                                                         148       140
                                                            -------   -------
         Total deferred tax liabilities                       1,218     1,455
                                                            -------   -------
         Net deferred tax assets (liabilities)              $   225   $  (583)
                                                            =======   =======


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

                                                     Year Ended
                                                    September 30,
                                           -------------------------------
                                              2003       2002       2001

Currently payable                          $ 3,286    $ 3,400    $ 2,440
Deferred                                      (100)      (115)      (144)
                                           -------    -------    -------
                                           $ 3,186    $ 3,285    $ 2,296
                                           =======    =======    =======


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

                                                       Year Ended
                                                       September 30,
                                              -----------------------------
                                                 2003      2002      2001

Taxes computed at statutory rates              $3,186    $3,237    $2,263
Increase in taxes due to miscellaneous items        -        48        33
                                               ------    ------    ------
                                               $3,186    $3,285    $2,296
                                               ======    ======    ======

Actual tax rate                                    34%       35%       35%
                                               ======    ======    ======


26
<PAGE>

      Generally  accepted  accounting  principles does not require that deferred
      income  taxes be provided on certain  portions of the  allowance  for loan
      losses that existed as of  September  30,  1988.  At  September  30, 2003,
      retained  earnings  includes   approximately   $4,400   representing  such
      allowances for which no deferred income taxes have been provided.

11. NON-INTEREST EXPENSE

      Occupancy,  equipment  and  data  processing  expenses  consisted  of  the
following (in thousands):

                                                            Year Ended
                                                           September 30,
                                                    --------------------------
                                                       2003     2002     2001

Occupancy, including depreciation, insurance,
  rent, utilities, etc                               $1,189   $1,091   $  935
Equipment, including depreciation, telephone, etc     1,502    1,521    1,693
Data processing                                         844      765      791
                                                     ------   ------   ------
                                                     $3,535   $3,377   $3,419
                                                     ======   ======   ======

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

                                                            Year Ended
                                                           September 30,
                                                     ------------------------
                                                       2003     2002     2001

Stationery, printing and postage                     $  730   $  698   $  649
Debit card expense                                      339      471      426
Other                                                 1,024      953    1,498
                                                     ------   ------   ------
                                                     $2,093   $2,122   $2,573
                                                     ======   ======   ======


                                                                              27
<PAGE>

12. OTHER COMPREHENSIVE INCOME (LOSS)

      The adjustment to determine other comprehensive  income (loss) as included
      in the consolidated statements of changes in stockholders' equity consists
      of the following for the years ended September 30, 2003, 2002 and 2001
     (in thousands):

<TABLE>
<CAPTION>
                                                                                            Tax         Net of
                                                                            Before-Tax    (Expense)       Tax
                                                                              Amount       Credit       Amount
<S>                                                                         <C>           <C>         <C>
2003
----
  Gross change in unrealized gain (loss) on securities
    available-for-sale                                                        $(1,982)      $ 693       $(1,289)
  Less reclassification for gain included in net income                            43         (15)           28
                                                                              -------       -----       -------
  Net change in unrealized gain (loss) on securities
    available-for-sale                                                        $(2,025)      $ 708       $(1,317)
                                                                              =======       =====       =======

2002
----
  Gross change in unrealized gain on securities
    available-for-sale                                                        $   122       $ (42)      $    80
  Less reclassification for gain included in net income                            87         (30)           57
                                                                              -------       -----       -------
  Net change in unrealized gain on securities
    available-for-sale                                                        $    35       $ (12)      $    23
                                                                              =======       =====       =======

2001
----
  Gross change in unrealized gain on securities
    available-for-sale                                                        $ 2,651       $(933)      $ 1,718
  Less reclassification for gain included in net income                           123         (43)           80
                                                                              -------       -----       -------
  Net change in unrealized gain on securities
    available-for-sale                                                        $ 2,528       $(890)      $ 1,638
                                                                              =======       =====       =======
</TABLE>


13. RETIREMENT PLAN

      The Company  participates in a defined benefit  multi-employer  retirement
      plan which covers substantially all employees. The plan is administered by
      the Financial  Institutions  Retirement Fund.  Charges to operations under
      the plan include normal cost.  The expense  relating to this plan amounted
      to $75 in the year  ended  September  30,  2003 and is the  amount  of the
      required payment relating to that year. There were no required payments in
      the years ended  September 30, 2002 and 2001.  The market value of the net
      assets of the  retirement  fund exceeds the liability of the present value
      of accrued benefits. No separate information regarding the Company's share
      of the assets and liabilities of this plan is available.

28
<PAGE>

14. INCOME PER SHARE

      Following is a summary of the information used in the computation of basic
      and  diluted  income per common  share for the years ended  September  30,
      2003, 2002 and 2001 (in thousands):

                                                                Year Ended
                                                               September 30,
                                                         -----------------------
                                                            2003    2002    2001

Weighted average number of common shares
  outstanding - used in computation of basic
  income per common share                                  2,264   2,290   2,349
Effect of dilutive securities:
  Stock options                                              163     125      59
  MSP stock grants                                             1       1       4
                                                           -----   -----   -----
Weighted  average  number of common shares
  outstanding  plus effect of dilutive
  securities - used in computation of diluted
  income per common share                                  2,428   2,416   2,412
                                                           =====   =====   =====



15. EMPLOYEE STOCK PLANS

      The Company  maintains  an ESOP for the benefit of Teche  Federal  Savings
      Bank's employees who meet certain eligibility requirements. The ESOP Trust
      acquired  332,337  shares of common stock in the Company's  initial public
      offering in 1995 with proceeds from a loan from the Company. Teche Federal
      Savings Bank makes cash contributions to the ESOP on a basis sufficient to
      enable the ESOP to make the required loan payments to the Company.

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

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

      Compensation  expense  related to the ESOP was $846, $633 and $456 for the
      years ended September 30, 2003, 2002 and 2001, respectively. The following
      is a summary of shares held in the ESOP Trust as of September 30, 2003 and
      2002:

                                                              2003      2002

Shares released for allocation or committed to be released    245,504   224,053

Unreleased shares                                              42,465    75,699
                                                             --------  --------
Total ESOP shares                                             287,969   299,752
                                                             ========  ========
Market value of unreleased shares (in thousands)             $  1,508  $  1,855
                                                             ========  ========

                                                                              29
<PAGE>

      In the year ended  September  30, 1996,  the  stockholders  of the Company
      approved  the Teche  Holding  Company  1995 Stock Option Plan (the "Plan")
      under which  options to purchase  423,200  common shares were reserved and
      granted to executive  employees  and  directors of Teche  Federal  Savings
      Bank. In the years ended September 30, 2002,  1999 and 1998,  issuances of
      additional  options were authorized.  The exercise prices are equal to the
      market  price  on the  date of  grant  and 20% to 25% of the  options  are
      generally  exercisable within the first anniversary date after the date of
      grant and 20% to 25% annually  thereafter.  All unexercised options expire
      ten years from the date of grant. No  compensation  expense was recognized
      under the Plans in 2003,  2002 or 2001.  The  following  table  summarizes
      activity relating to the Plans:

                                   Available                   Weighted
                                     for         Options       Average
                                    Grant      Outstanding      Price

Balance--October 1, 2000               3,200     526,332        14.73

  Exercised                                -    (109,234)       13.94
  Expired and other                   14,200     (14,200)       19.88
                                   ---------   ---------    ---------
Balance--September 30, 2001           17,400     402,898        14.90

  Exercised                                -    (103,226)       16.12
  Reserved                           212,500
  Granted                            (47,567)     47,567        20.43
  Expired and other                    1,200      (1,200)       19.80
                                   ---------   ---------    ---------
Balance--September 30, 2002          183,533     346,039        15.43

  Exercised                                -     (24,800)       18.36
  Granted                            (62,100)     62,100        28.04
  Expired and other                      929        (929)       21.07
                                   ---------   ---------    ---------
Balance--September 30, 2003          122,362     382,410    $   17.30
                                   =========   =========    =========

Exercisable at September 30, 2001                362,628    $   14.56
                                               =========    =========
Exercisable at September 30, 2002                292,295    $   14.59
                                               =========    =========
Exercisable at September 30, 2003                288,539    $   14.59
                                               =========    =========

      Options  exercisable  at September 30, 2003 include  240,001 at $13.94 per
      share,  7,100 at $19.88  per share,  30,682 at $16.38 per share,  7,582 at
      $18.50  per share and 3,174 at $25.70 per  share.  Outstanding  options at
      September  30,  2003  include  240,001 at $13.94 per share with an average
      remaining contractual life of 2 years, 7,100 at $19.88 and 4 years, 30,682
      at $16.38 and 6 years,  30,311 at $18.50 and 8 years, 12,696 at $25.70 and
      9 years, 35,000 at $23.27 and 9 years and 26,600 at $34.85 and 10 years.

      In the year ended  September  30, 1996,  the  stockholders  of the Company
      approved the Management Stock Plan ("MSP") under which  restricted  grants
      of 169,280 shares were made to executive  employees and directors of Teche
      Federal  Savings Bank.  Teche Federal  Savings Bank acquired the Company's
      stock on the open market for the benefit of the recipients. The recipients
      vest 20%  annually as long as they remain as Teche  Federal  Savings  Bank
      directors  or  employees.  The  Company  recognized  compensation  expense
      ratably  over the  vesting  period  and the cost of  unvested  shares  was
      reported as unearned  compensation as a reduction of stockholders' equity.
      Compensation  expense  related  to the MSP was $-0-,  $41 and $349 for the
      years ended  September 30, 2003, 2002 and 2001,  respectively.  All shares
      were vested at September 30, 2003.

30
<PAGE>

      In the year ended September 30, 2002, the Company issued restricted grants
      of up to 2,030 shares to certain executive officers.

      The Company  applies APB  Opinion  No. 25 and related  interpretations  in
      accounting for its stock options.  Accordingly,  no compensation  cost has
      been  recognized.   The  Financial  Accounting  Standards  Board  requires
      disclosure of the compensation cost for stock-based  incentives granted by
      the Company based on the fair value at grant date for awards. The weighted
      average fair value of options  granted during the year ended September 30,
      2002 was $6.10. Applying SFAS No. 123 would result in pro forma net income
      and income per share amounts as follows:

                                  2003        2002        2001

Net income (in thousands):
  As reported                $   6,185   $   6,236   $   4,359
  Pro forma                      6,050       6,136       4,264

Basic income per share:
  As reported                $    2.73   $    2.72   $    1.86
  Pro forma                       2.67        2.68        1.82

Diluted income per share
  As reported                $    2.55$  $    2.58   $    1.81
  Pro forma                       2.49        2.54        1.77


      The fair value of the 2003 and 2002 options were  estimated on the date of
      grant using an  option-pricing  model with the following  weighted-average
      assumptions  used for grants:  dividend yield of 2% and 2%,  respectively;
      expected volatility of 35 and 25 percent, respectively; risk-free interest
      rate of 4.2 and 4.5 percent,  respectively;  and expected lives of 8 years
      for all options.

16. FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK

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

      As of September  30, 2003,  the Company had made  various  commitments  to
      extend credit totaling  approximately  $34,000.  Most of these commitments
      are at fixed rates.  As of September 30, 2002,  such  commitments  totaled
      approximately $6,900.

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

                                                                              31

<PAGE>

17. DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

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

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

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

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

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

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

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

      The  estimated  fair  values  of  the  Company's   significant   financial
      instruments are as follows at September 30, 2003 and 2002 (in thousands):

                                          2003                 2002
                                   --------------------  -------------------
                                              Estimated            Estimated
                                   Carrying     Fair     Carrying    Fair
                                    Amount      Value     Amount     Value
Financial assets:
  Cash and cash equivalents        $ 14,439   $ 14,439   $ 35,375   $ 35,375
  Investment securities             129,647    130,092     95,007     95,298

  Loans                             360,527    373,000    354,082    370,500
  Less allowance for loan losses      3,397      3,397      3,459      3,459
                                   --------   --------   --------   --------
  Loans--net of allowance           357,130    369,603    350,623    367,041
                                   --------   --------   --------   --------

Financial liabilities:
  Deposits                          349,268    354,000    349,125    355,500
  Advances from Federal Home
     Loan Bank                      126,310    137,000    103,471    115,900


32
<PAGE>

18. REGULATORY CAPITAL

      The Bank's actual capital and its  statutorially  required  capital levels
      based on the consolidated  financial  statements  accompanying these notes
      were as follows (in thousands):

<TABLE>
<CAPTION>
                                                              September 30, 2003
                               ----------------------------------------------------------------------------------
                                                                                              To be Well
                                                                                           Capitalized Under
                                                                  For Capital              Prompt Corrective
                                                               Adequacy Purposes           Action Provisions
                               --------------------------   -------------------------  --------------------------
                                        Actual                      Required                   Required
                               --------------------------   -------------------------  --------------------------
                                       Amount       %              Amount       %             Amount        %

<S>                                 <C>          <C>            <C>          <C>           <C>           <C>
Core capital                          $49,605      9.3 %          $21,431      4.0 %         $32,147       6.0 %

Tangible capital                      $49,605      9.3 %          $ 8,036      1.5 %             N/A         N/A

Total Risk based capital              $52,933     17.3 %          $24,489      8.0 %         $30,611      10.0 %

Leverage                              $49,605      9.3 %              N/A        N/A         $26,789       5.0 %
</TABLE>

<TABLE>
<CAPTION>
                                                              September 30, 2002
                               ----------------------------------------------------------------------------------
                                                                                              To be Well
                                                                                           Capitalized Under
                                                                  For Capital              Prompt Corrective
                                                               Adequacy Purposes           Action Provisions
                               --------------------------   -------------------------  --------------------------
                                        Actual                      Required                   Required
                               --------------------------   -------------------------  --------------------------
                                       Amount       %              Amount       %             Amount        %

<S>                                 <C>          <C>            <C>          <C>           <C>           <C>
Core capital                          $46,078      9.0 %          $20,424      4.0 %         $30,636       6.0 %

Tangible capital                      $46,078      9.0 %          $ 7,659      1.5 %             N/A         N/A

Total Risk based capital              $49,386     17.3 %          $22,832      8.0 %         $28,540      10.0 %

Leverage                              $46,078      9.0 %              N/A        N/A         $25,530       5.0 %

</TABLE>


      The  Federal  Deposit  Insurance  Corporation   Improvement  Act  of  1991
      ("FDICIA")  requires  each  federal  banking  agency to  implement  prompt
      corrective actions for institutions that it regulates. In response to this
      requirement,  OTS adopted  final rules based upon  FDICIA's  five  capital
      tiers. The rules provide that a savings bank is "well  capitalized" if its
      total  risk-based  capital ratio is 10% or greater,  its Tier 1 risk-based
      capital  ratio is 6% or  greater,  its  leverage  is 5% or greater and the
      institution is not subject to a capital directive.  Under this regulation,
      the Bank was deemed to be "well  capitalized" as of September 30, 2003 and
      2002 based upon the most recent  notifications from its regulators.  There
      are no  conditions  or events since those  notifications  that  management
      believes would change its classifications.

                                                                              33
<PAGE>

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

<TABLE>
<CAPTION>
                                                Balance Sheets

                                                                                          2003          2002
Assets:
<S>                                                                                     <C>           <C>
  Investment in subsidiary                                                               $49,108       $46,884
  Cash and cash equivalents                                                                4,628         6,062
  Due from ESOP                                                                              424           757
  Other                                                                                    2,836         2,663
                                                                                         -------       -------
                                                                                         $56,996       $56,366
                                                                                         =======       =======
Stockholders' equity                                                                     $56,996       $56,366
                                                                                         =======       =======
</TABLE>

<TABLE>
<CAPTION>

                             Statements of Earnings

                                                          Year Ended September 30
                                                       ------------------------------
                                                          2003       2002       2001

<S>                                                  <C>        <C>        <C>
Dividends received from subsidiary                     $ 3,700    $ 7,600    $ 1,500
Equity in earnings of subsidiary (less than) greater
  than dividends received                                2,635     (1,365)     2,771
Interest income from subsidiary                             86        212        183
Management fees and other expenses allocated to
  the Parent                                               (77)      (135)      (113)
Other expenses--net                                       (130)       (76)       114
Income tax expense                                         (29)         -        (96)
                                                       -------    -------    -------
Net income                                             $ 6,185    $ 6,236    $ 4,359
                                                       =======    =======    =======
</TABLE>


                     Statements of Cash Flows
<TABLE>
<CAPTION>
                                                                   Year Ended September 30
                                                                 ------------------------------
                                                                    2003       2002       2001

<S>                                                             <C>        <C>        <C>
Cash Flows from Operating Activities                             $ 3,493    $ 7,254    $ 1,965

Cash Flows from Investing Activities:
  Repayment of loan by subsidiary                                    333        332        332
  Purchase of land                                                     -     (2,281)         -
                                                                 -------    -------    -------
           Net cash provided by (used in) investing activities       333     (1,949)       332
                                                                 -------    -------    -------
Cash Flows from Financing Activities:
  Dividends paid                                                  (1,300)    (1,132)    (1,167)
  Proceeds from exercise of stock options                            394        832        855
  Cash paid for purchase of common stock for treasury             (4,354)    (2,450)    (2,866)
                                                                 -------    -------    -------
           Net cash used in financing activities                  (5,260)    (2,750)    (3,178)
                                                                 -------    -------    -------
Net (decrease) increase in cash and cash equivalents              (1,434)     2,555       (881)

Cash and cash equivalents--beginning of year                       6,062      3,507      4,388
                                                                 -------    -------    -------
Cash and cash equivalents--end of year                           $ 4,628    $ 6,062    $ 3,507
                                                                 =======    =======    =======
</TABLE>

34
<PAGE>


      Cash  dividends  of $3,700,  $7,600 and $1,500 were paid by Teche  Federal
      Savings Bank to Teche  Holding  Company in the years ended  September  30,
      2003, 2002 and 2001, respectively.

      Stockholders' equity of the Company includes the undistributed earnings of
      Teche  Federal  Savings  Bank.  Dividends are payable only out of retained
      earnings or current  net  income.  Moreover,  dividends  to the  Company's
      stockholders  can  generally  be paid  only  from  liquid  assets of Teche
      Holding  Company and dividends paid to the Company by the Bank. The amount
      of capital of the Bank  available  for dividends at September 30, 2003 was
      approximately $17,500.

                                     ******


                                                                              35
<PAGE>
Directors of Teche Holding Company
and Teche Federal Savings Bank
----------------------------------

Patrick O. Little, Chairman
Mary Coon Biggs
Donelson T. Caffery, Jr.
Robert Judice, Jr.
Henry L. Friedman
J. L. Chauvin
Dr. Thomas F. Kramer
W. Ross Little, Jr.
Robert E. Mouton
Christian L. Olivier, Jr.
Maunette B. Risher - Advisory

INDEPENDENT AUDITORS
----------------------------------

Deloitte & Touche LLP
One Shell Square
701 Poydras Street, Suite 3700
New Orleans, LA 70139

LEGAL COUNSEL
----------------------------------

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

SPECIAL COUNSEL
----------------------------------

Malizia Spidi & Fisch, PC
1100 New York Avenue, N.W.,
Suite 340 West
Washington, D.C. 20005

REGISTRAR AND STOCK
TRANSFER AGENT
----------------------------------

Registrar and Transfer Company
10 Commerce Drive
Cranford, NJ 07016-3572
(800) 525-7686 Fax (908) 272-1006

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

Patrick O. Little        Chairman, President/CEO
Scott Sutton             Senior Vice-President/Operations
J.L. Chauvin             Senior Vice-President/Treasurer/Chief Financial Officer
Darryl Broussard         Senior Vice-President/Chief Lending Officer
W. Ross Little, Jr.      Senior Vice President/Secretary/Sales & Marketing
Russell Gauthier         Baton Rouge Area Regional President
Eddie Leblanc            Vice President/Internal Auditor
D. Ross Landry           Vice President
Angela Badeaux           Vice President
Glen Brown               Vice President
Kevin Caswell            Vice President
Bill Babineaux           Vice President
Lynn Blanchard           Vice President
Carol Nini               Vice President
Belinda Cavazos          Vice President
William F. Ball          Vice President
Susan Simoneaux          Vice President
Harold Favret, III       Vice President
James Hamilton           Assistant Vice President
Gwen Doucet              Assistant Vice President
Lavergne Boutte          Assistant Vice President
Carl W. Tritschler       Assistant Vice President
Beverly Adams            Assistant Vice President
Debbie Stevens           Assistant Vice President
Dalie Eldridge           Assistant Vice President
Theresa Landry           Assistant Vice President
Pauline Belley           Assistant Vice President
Cynthia Cutrera          Assistant Vice President
Stephanie Dandry         Assistant Vice President
Jane Miles               Assistant Vice President
Georgia Boudreaux        Assistant Vice President
Kimberly B. Guilllot     Assistant Vice President
Alicia Landry            Assistant Vice President
Angelina Mire            Assistant Vice President
Mary Beth Brady          Assistant Vice President
Irma Nell Bourque        Assistant Vice President
Brenda Henson            Assistant Vice President
Karen Verret             Assistant Vice President
Wendy Frederick          Assistant Vice President
Lydia B. Hebert          Assistant Vice President
Darryl Charles           Assistant Vice President
Elaine G. Gussman        Assistant Vice President
Genevieve Bihm           Assistant Vice President
Judy Breaux              Assistant Vice President
Katy Hinze               Assistant Vice President
Peggy Romero             Assistant Vice President
Ruby Langley             Assistant Vice President
Sean Rieke               Assistant Vice President

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