EMPLOYMENT AGREEMENT 



         EMPLOYMENT AGREEMENT,  dated this 8th day of July 1996, between Algiers
Bancorp,  Inc., a Louisiana  corporation (the "Corporation"),  Algiers Homestead
Association,  a  Louisiana-chartered  savings and loan  association and a wholly
owned subsidiary of the Corporation (the  "Association"),  and Hugh E. Humphrey,
III (the "Executive").


                                   WITNESSETH

         WHEREAS,  the Executive is presently an officer of the  Corporation and
the Association (together the "Employers");

         WHEREAS,  the  Employers  desire  to  be  ensured  of  the  Executive's
continued active participation in the business of the Employers; and

         WHEREAS,  in order to induce the  Executive  to remain in the employ of
the Employers and in consideration of the Executive's  agreeing to remain in the
employ of the Employers,  the parties  desire to specify the severance  benefits
which  shall be due the  Executive  in the event  that his  employment  with the
Employers is terminated under specified circumstances;

         NOW  THEREFORE,  in  consideration  of  the  premises  and  the  mutual
agreements herein contained, the parties hereby agree as follows:

         1.  Definitions.  The following words and terms shall have the meanings
set forth below for the purposes of this Agreement:

         (a)  Average  Annual  Compensation.  The  Executive's  "Average  Annual
Compensation" for purposes of this Agreement shall be deemed to mean the average
level of  compensation  paid to the Executive by the Employers or any subsidiary
thereof  during  the  most  recent  five  taxable  years  preceding  the Date of
Termination  (or such shorter period as the Executive was  employed),  including
Base Salary and bonuses under any employee benefit plans of the Employers.

         (b) Base  Salary.  "Base  Salary"  shall have the  meaning set forth in
Section 3(a) hereof.

         (c) Cause.  Termination of the Executive's employment for "Cause" shall
mean  termination  because  of  personal   dishonesty,   incompetence,   willful
misconduct,  breach of fiduciary duty  involving  personal  profit,  intentional
failure  to  perform  stated  duties,  willful  violation  of any  law,  rule or
regulation  (other  than  traffic  violations  or  similar  offenses)  or  final
cease-and-desist  order or material  breach of any provision of this  Agreement.
For
<PAGE>
purposes of this  paragraph,  no act or failure to act on the  Executive's  part
shall be  considered  "willful"  unless  done,  or  omitted  to be done,  by the
Executive not in good faith and without  reasonable  belief that the Executive's
action or omission was in the best interest of the Employers.

         (d)  Change in Control  of the  Corporation.  "Change in Control of the
Corporation"  shall mean a change in control of a nature  that would be required
to be  reported  in response  to Item 6(e) of  Schedule  14A of  Regulation  14A
promulgated  under the  Securities  Exchange Act of 1934, as amended  ("Exchange
Act"),  or any successor  thereto,  whether or not the Corporation is registered
under Exchange Act; provided that, without limitation,  such a change in control
shall be deemed to have  occurred if (i) any  "person"  (as such term is used in
Sections  13(d) and 14(d) of the  Exchange  Act) is or becomes  the  "beneficial
owner"  (as  defined  in  Rule  13d-3  under  the  Exchange  Act),  directly  or
indirectly,  of securities of the  Corporation  representing  25% or more of the
combined voting power of the Corporation's then outstanding securities;  or (ii)
during any period of two consecutive years,  individuals who at the beginning of
such period  constitute the Board of Directors of the Corporation  cease for any
reason to constitute  at least a majority  thereof  unless the election,  or the
nomination for election by stockholders,  of each new director was approved by a
vote of at least  two-thirds  of the  directors  then  still in office  who were
directors at the beginning of the period.

         (e) Code.  "Code"  shall mean the  Internal  Revenue  Code of 1986,  as
amended.

         (f) Date of Termination.  "Date of  Termination"  shall mean (i) if the
Executive's  employment  is  terminated  for Cause or for  Disability,  the date
specified in the Notice of Termination,  and (ii) if the Executive's  employment
is terminated for any other reason, the date on which a Notice of Termination is
given or as specified in such Notice.

         (g)  Disability.  Termination  by  the  Employers  of  the  Executive's
employment based on "Disability" shall mean termination  because of any physical
or mental impairment which qualifies the Executive for disability benefits under
the  applicable  long-term  disability  plan  maintained by the Employers or any
subsidiary  or, if no such plan  applies,  which would qualify the Executive for
disability benefits under the Federal Social Security System.

         (h)  Good  Reason.  Termination  by the  Executive  of the  Executive's
employment for "Good Reason" shall mean termination by the Executive following a
Change in Control of the Corporation based on:

            (i) Without the Executive's express written consent,  the failure to
            elect or to re-elect or to appoint or to re-appoint the Executive to
            the  offices  of  Secretary  and  Treasurer  of the  Employers  or a
            material  adverse  change made by the  Employers in the  Executive's
            functions,  duties or responsibilities as Secretary and Treasurer of
            the Employers;

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<PAGE>
            (ii) Without the  Executive's  express written  consent,  a material
            reduction  by the  Employers in the  Executive's  Base Salary as the
            same may be  increased  from time to time or,  except to the  extent
            permitted  by  Section  3(b)  hereof,  a material  reduction  in the
            package of fringe  benefits  provided to the  Executive,  taken as a
            whole;

            (iii) Without the Executive's express written consent, the Employers
            require  the  Executive  to work in an office  which is more than 30
            miles  from  the  location  of  the  Employers'   current  principal
            executive  office,  except for  required  travel on  business of the
            Employers to an extent substantially consistent with the Executive's
            present business travel obligations;

            (iv) Any purported  termination  of the  Executive's  employment for
            Cause,  Disability or Retirement which is not effected pursuant to a
            Notice of Termination  satisfying the  requirements of paragraph (j)
            below; or
 
            (v) The failure by the  Employers  to obtain the  assumption  of and
            agreement to perform this Agreement by any successor as contemplated
            in Section 9 hereof.

         (i)      IRS.  IRS shall mean the Internal Revenue Service.

         (j) Notice of Termination. Any purported termination of the Executive's
employment by the Employers for any reason,  including  without  limitation  for
Cause, Disability or Retirement,  or by the Executive for any reason,  including
without limitation for Good Reason,  shall be communicated by written "Notice of
Termination"  to the other  party  hereto.  For  purposes of this  Agreement,  a
"Notice  of  Termination"  shall mean a dated  notice  which (i)  indicates  the
specific termination provision in this Agreement relied upon, (ii) sets forth in
reasonable  detail  the facts and  circumstances  claimed to provide a basis for
termination  of the  Executive's  employment  under the  provision so indicated,
(iii) specifies a Date of Termination,  which shall be not less than thirty (30)
nor more than ninety (90) days after such Notice of Termination is given, except
in the case of the  Employers'  termination  of the  Executive's  employment for
Cause; and (iv) is given in the manner specified in Section 10 hereof.

         (k) Retirement.  "Retirement"  shall mean voluntary  termination by the
Executive in accordance with the Employers' retirement policies, including early
retirement, generally applicable to the Employers' salaried employees.

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<PAGE>
         2. Term of Employment.

         (a)  The  Employers  hereby  employ  the  Executive  as  Secretary  and
Treasurer and the Executive  hereby accepts said employment and agrees to render
such  services to the  Employers on the terms and  conditions  set forth in this
Agreement.  Unless  extended as provided in this Section 2, this Agreement shall
terminate  one (1) year after the date first above  written.  Prior to the first
annual  anniversary of the date first above written and each annual  anniversary
thereafter,  the Boards of Directors of the  Employers  shall  consider,  review
(with appropriate corporate documentation thereof, and after taking into account
all  relevant   factors,   including  the  Executive's   performance)   and,  if
appropriate,  explicitly  approve a one-year  extension of the remaining term of
this Agreement. The term of this Agreement shall continue to extend each year if
the Boards of Directors so approve such  extension  unless the  Executive  gives
written  notice to the Employers of the  Executive's  election not to extend the
term,  with such  notice to be given not less than thirty (30) days prior to any
such anniversary  date. If the Boards of Directors elect not to extend the term,
they shall give written  notice of such  decision to the Executive not less than
thirty (30) days prior to any such  anniversary  date. If any party gives timely
notice  that the term will not be extended  as of any annual  anniversary  date,
then this Agreement  shall  terminate at the  conclusion of its remaining  term.
References  herein to the term of this Agreement shall refer both to the initial
term and successive terms.

         (b) During the term of this Agreement, the Executive shall perform such
executive  services  for the  Employers  as is  consistent  with  his  title  of
Secretary and Treasurer.

         3. Compensation and Benefits.

         (a) The Employers  shall  compensate and pay Executive for his services
during the term of this  Agreement  at a minimum base salary of $42,600 per year
("Base Salary"), which may be increased from time to time in such amounts as may
be  determined by the Boards of Directors of the  Employers.  In addition to his
Base Salary,  the Executive shall be entitled to receive during the term of this
Agreement such bonus payments as may be determined by the Boards of Directors of
the Employers.

         (b) During the term of the Agreement,  the Executive  shall be entitled
to  participate  in and receive the benefits of any pension or other  retirement
benefit plan, profit sharing, stock option,  employee stock ownership,  or other
plans,  benefits  and  privileges  given  to  employees  and  executives  of the
Employers, to the extent commensurate with his then duties and responsibilities,
as fixed by the Boards of Directors of the  Employers.  The Employers  shall not
make any changes in such plans,  benefits or  privileges  which would  adversely
affect the Executive's rights or benefits thereunder,  unless such change occurs
pursuant to a program  applicable to all executive officers of the Employers and
does not result in a proportionately  greater adverse change in the rights of or
benefits to the  Executive as compared with any other  executive  officer of the
Employers. Nothing paid to the Executive under any plan or arrangement presently
in effect or made  available  in the

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<PAGE>
future  shall be deemed to be in lieu of the  salary  payable  to the  Executive
pursuant to Section 3(a) hereof.

         (c) During the term of this Agreement,  the Executive shall be entitled
to paid annual vacation in accordance with the policies as established from time
to time by the Boards of Directors of the Employers.  The Executive shall not be
entitled to receive any additional  compensation  from the Employers for failure
to take a  vacation,  nor  shall  the  Executive  be able to  accumulate  unused
vacation time from one year to the next,  except to the extent authorized by the
Boards of Directors of the Employers.

         4. Expenses.  The Employers  shall reimburse the Executive or otherwise
provide for or pay for all  reasonable  expenses  incurred by the  Executive  in
furtherance of, or in connection with the business of the Employers,  including,
but  not by way of  limitation,  automobile  and  traveling  expenses,  and  all
reasonable   entertainment   expenses   (whether  incurred  at  the  Executive's
residence,   while   traveling  or  otherwise),   subject  to  such   reasonable
documentation  and other  limitations  as may be  established  by the  Boards of
Directors of the  Employers.  If such expenses are paid in the first instance by
the Executive, the Employers shall reimburse the Executive therefor.

         5. Termination.

         (a) The Employers  shall have the right,  at any time upon prior Notice
of  Termination,  to terminate  the  Executive's  employment  hereunder  for any
reason,  including  without  limitation  termination  for Cause,  Disability  or
Retirement,  and the  Executive  shall  have the  right,  upon  prior  Notice of
Termination, to terminate his employment hereunder for any reason.

         (b) In the event that the (i) the Executive's  employment is terminated
by the  Employers  for Cause,  Disability  or  Retirement or in the event of the
Executive's  death,  or (ii) the Executive  terminates his employment  hereunder
other than for Good Reason,  the Executive  shall have no right pursuant to this
Agreement to  compensation or other benefits for any period after the applicable
Date of Termination.
 
         (c) In the event that (i) the  Executive's  employment is terminated by
the Employers for other than Cause,  Disability,  Retirement or the  Executive's
death or (ii)  such  employment  is  terminated  by the  Executive  (a) due to a
material  breach of this Agreement by the  Employers,  which breach has not been
cured within fifteen (15) days after a written notice of non-compliance has been
given  by the  Executive  to the  Employers,  or (b) for Good  Reason,  then the
Employers shall, subject to the provisions of Section 6 hereof, if applicable,

         (A) Pay to the  Executive,  in twelve (12) equal  monthly  installments
beginning  with  the  first  business  day of the  month  following  the Date of
Termination,  a cash  severance 

                                       5
<PAGE>
amount equal to one (1) times the Executive's  Average Annual  Compensation over
the most recent five taxable years, and

         (B) Maintain and provide for a period  ending at the earlier of (i) the
expiration of the  remaining  term of  employment  pursuant  hereto prior to the
Notice of Termination or (ii) the date of the Executive's  full-time  employment
by another employer  (provided that the Executive is entitled under the terms of
such  employment to benefits  substantially  similar to those  described in this
subparagraph  (B)),  at no  cost to the  Executive,  the  Executive's  continued
participation  in all group  insurance,  life  insurance,  health and  accident,
disability and other employee benefit plans,  programs and arrangements in which
the  Executive  was  entitled to  participate  immediately  prior to the Date of
Termination  (other  than  stock  option  and  restricted  stock  plans  of  the
Employers), provided that in the event that the Executive's participation in any
plan,  program or arrangement as provided in this  subparagraph (B) is barred or
during such period any such plan,  program or arrangement is discontinued or the
benefits  thereunder  are  materially  reduced,  the Employers  shall arrange to
provide the  Executive  with benefits  substantially  similar to those which the
Executive  was entitled to receive under such plans,  programs and  arrangements
immediately prior to the Date of Termination.

         6. Limitation of Benefits under Certain Circumstances.  If the payments
and benefits  pursuant to Section 5 hereof,  either alone or together with other
payments  and  benefits  which the  Executive  has the right to receive from the
Employers,  would  constitute a "parachute  payment"  under  Section 280G of the
Code,  the payments and benefits  pursuant to Section 5 hereof shall be reduced,
in the manner  determined by the Executive,  by the amount, if any, which is the
minimum  necessary to result in no portion of the  payments  and benefits  under
Section 5 being  non-deductible  to either of the Employers  pursuant to Section
280G of the Code and subject to the excise tax imposed under Section 4999 of the
Code. The determination of any reduction in the payments and benefits to be made
pursuant to Section 5 shall be based upon the opinion of independent tax counsel
selected by the  Employers  and paid by the  Employers.  Such  counsel  shall be
reasonably acceptable to the Employers and the Executive; shall promptly prepare
the foregoing opinion, but in no event later than thirty (30) days from the Date
of  Termination;  and may use such actuaries as such counsel deems  necessary or
advisable for the purpose.  In the event that the Employers and/or the Executive
do not agree with the opinion of such counsel,  (i) the  Employers  shall pay to
the Executive the maximum amount of payments and benefits pursuant to Section 5,
as selected by the Executive,  which such opinion indicates that there is a high
probability   do  not  result  in  any  of  such  payments  and  benefits  being
non-deductible  to the Employers and subject to the imposition of the excise tax
imposed under  Section 4999 of the Code and (ii) the Employers may request,  and
the  Executive  shall have the right to demand  that the  Employers  request,  a
ruling from the IRS as to whether the disputed payments and benefits pursuant to
Section 5 hereof have such consequences.  Any such request for a ruling from the
IRS shall be promptly prepared and filed by the Employers, but in no event later
than thirty (30) days from the date of the opinion of counsel referred to above,
and shall be subject to the  Executive's  approval prior to filing,  which shall
not be 

                                       6
<PAGE>
unreasonably  withheld. The Employers and the Executive agree to be bound by any
ruling received from the IRS and to make  appropriate  payments to each other to
reflect any such rulings,  together with interest at the applicable federal rate
provided for in Section  7872(f)(2) of the Code.  Nothing contained herein shall
result in a reduction of any payments or benefits to which the  Executive may be
entitled upon  termination of employment under any  circumstances  other than as
specified  in this  Section  6, or a  reduction  in the  payments  and  benefits
specified in Section 5 below zero.

         7. Mitigation; Exclusivity of Benefits.

         (a) The  Executive  shall not be required to mitigate the amount of any
benefits  hereunder by seeking  other  employment  or  otherwise,  nor shall the
amount  of any such  benefits  be  reduced  by any  compensation  earned  by the
Executive  as a result  of  employment  by  another  employer  after the Date of
Termination or otherwise.

         (b) The  specific  arrangements  referred to herein are not intended to
exclude  any other  benefits  which may be  available  to the  Executive  upon a
termination of employment with the Employers  pursuant to employee benefit plans
of the Employers or otherwise.

         8.  Withholding.  All  payments  required  to be made by the  Employers
hereunder to the Executive  shall be subject to the withholding of such amounts,
if any,  relating  to tax and other  payroll  deductions  as the  Employers  may
reasonably  determine  should be  withheld  pursuant  to any  applicable  law or
regulation.

         9.  Assignability.  The  Employers  may assign this  Agreement  and its
rights and obligations  hereunder in whole, but not in part, to any corporation,
bank or other entity with or into which the  Employers  may  hereafter  merge or
consolidate or to which the Employers may transfer all or  substantially  all of
its assets, if in any such case said corporation,  bank or other entity shall by
operation of law or expressly in writing assume all obligations of the Employers
hereunder as fully as if it had been originally made a party hereto, but may not
otherwise  assign this Agreement or its rights and  obligations  hereunder.  The
Executive may not assign or transfer this Agreement or any rights or obligations
hereunder.

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<PAGE>
         10. Notice.  For the purposes of this Agreement,  notices and all other
communications  provided for in this Agreement  shall be in writing and shall be
deemed  to have been duly  given  when  delivered  or  mailed  by  certified  or
registered mail,  return receipt  requested,  postage prepaid,  addressed to the
respective addresses set forth below:

         To the Employers:          Board of Directors
                                    Algiers Bancorp, Inc.
                                    1 Westbank Expressway
                                    New Orleans, Louisiana  70114

         To the Executive:          Hugh E. Humphrey, III
                                    Algiers Bancorp, Inc.
                                    1 Westbank Expressway
                                    New Orleans, Louisiana 70114
 
         11. Amendment; Waiver. No provisions of this Agreement may be modified,
waived or discharged unless such waiver,  modification or discharge is agreed to
in writing and signed by the  Executive  and such  officer or officers as may be
specifically  designated  by the Boards of Directors of the Employers to sign on
its behalf. No waiver by any party hereto at any time of any breach by any other
party  hereto  of, or  compliance  with,  any  condition  or  provision  of this
Agreement  to be  performed  by such  other  party  shall be  deemed a waiver of
similar or  dissimilar  provisions  or conditions at the same or at any prior or
subsequent time.

         12.  Governing  Law. The  validity,  interpretation,  construction  and
performance of this Agreement shall be governed by the laws of the United States
where  applicable  and  otherwise  by  the  substantive  laws  of the  State  of
Louisiana.

         13. Nature of  Obligations.  Nothing  contained  herein shall create or
require the  Employers to create a trust of any kind to fund any benefits  which
may be payable hereunder,  and to the extent that the Executive acquires a right
to receive benefits from the Employers hereunder, such right shall be no greater
than the right of any unsecured general creditor of the Employers.

         14. Interpretation and Headings. This agreement shall be interpreted in
order to  achieve  the  purposes  for which it was  entered  into.  The  section
headings  contained in this Agreement are for reference  purposes only and shall
not affect in any way the meaning or interpretation of this Agreement.

         15. Validity.  The invalidity or  unenforceability  of any provision of
this  Agreement  shall not affect the  validity or  enforceability  of any other
provisions of this Agreement, which shall remain in full force and effect.

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<PAGE>
         16.  Counterparts.  This  Agreement  may be  executed  in  one or  more
counterparts,  each of which shall be deemed to be an original  but all of which
together will constitute one and the same instrument.

         17. Regulatory Actions. The following provisions shall be applicable to
the  parties to the extent that they are  required to be included in  employment
agreements  between a savings  association and its employees pursuant to Section
563.39(b) of the Regulations  Applicable to all Savings Associations,  12 C.F.R.
ss.563.39(b), or any successor thereto, and shall be controlling in the event of
a  conflict  with any  other  provision  of this  Agreement,  including  without
limitation Section 5 hereof.

         (a) If the  Executive  is  suspended  from  office  and/or  temporarily
prohibited from  participating in the conduct of the Employers' affairs pursuant
to notice served under Section 8(e)(3) or Section 8(g)(1) of the Federal Deposit
Insurance  Act  ("FDIA")  (12  U.S.C.   ss.ss.1818(e)(3)  and  1818(g)(1)),  the
Employers' obligations under this Agreement shall be suspended as of the date of
service, unless stayed by appropriate proceedings.  If the charges in the notice
are dismissed, the Employers may, in their discretion: (i) pay the Executive all
or part of the compensation  withheld while its obligations under this Agreement
were suspended,  and (ii) reinstate (in whole or in part) any of its obligations
which were suspended.
 
         (b)  If  the  Executive  is  removed  from  office  and/or  permanently
prohibited  from  participating  in the conduct of the Employers'  affairs by an
order issued  under  Section  8(e)(4) or Section  8(g)(1) of the FDIA (12 U.S.C.
ss.ss.1818(e)(4)  and  (g)(1)),  all  obligations  of the  Employers  under this
Agreement  shall  terminate as of the  effective  date of the order,  but vested
rights of the Executive and the  Employers as of the date of  termination  shall
not be affected.

         (c) If the Association is in default,  as defined in Section 3(x)(1) of
the FDIA (12 U.S.C.  ss.1813(x)(1)),  all obligations under this Agreement shall
terminate as of the date of default,  but vested rights of the Executive and the
Employers as of the date of termination shall not be affected.

         (d) All obligations  under this Agreement shall be terminated  pursuant
to 12 C.F.R.  ss.563.39(b)(5)  (except to the extent that it is determined  that
continuation  of the Agreement  for the continued  operation of the Employers is
necessary):  (i) by the Director of the Office of Thrift Supervision ("OTS"), or
his/her designee, at the time the Federal Deposit Insurance Corporation ("FDIC")
enters  into  an  agreement  to  provide  assistance  to or  on  behalf  of  the
Association  under the  authority  contained  in  Section  13(c) of the FDIA (12
U.S.C. ss.1823(c));  or (ii) by the Director of the OTS, or his/her designee, at
the time the  Director  or his/her  designee  approves a  supervisory  merger to
resolve problems related to operation of the Association or when the Association
is  determined  by  the  Director  of  the  OTS to be in an  unsafe  or  unsound
condition,  but vested  rights of the Executive and the Employers as of the date
of termination shall not be affected.

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<PAGE>
         18. Regulatory Prohibition. Notwithstanding any other provision of this
Agreement to the contrary,  any payments made to the Executive  pursuant to this
Agreement,  or otherwise,  are subject to and conditioned  upon their compliance
with  Section  18(k) of the  FDIA (12  U.S.C.  ss.1828(k))  and any  regulations
promulgated thereunder.

         IN WITNESS  WHEREOF,  this  Agreement  has been executed as of the date
first above written.

Attest:                                        ALGIERS BANCORP, INC.


__________________________                     By:
                                                   -----------------------------




Attest:                                        ALGIERS HOMESTEAD ASSOCIATION


__________________________                     By:
                                                    ----------------------------


                                               EXECUTIVE



                                               By: 
                                                  ------------------------------
                                                  Hugh E. Humphrey, III

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