Exhibit 10.0

                              MINDEN BANCORP, INC.
                             2003 STOCK OPTION PLAN

                                    ARTICLE I
                            ESTABLISHMENT OF THE PLAN

     Minden Bancorp, Inc. (the "Corporation") hereby establishes this 2003 Stock
Option Plan (the "Plan") upon the terms and conditions hereinafter stated.

                                   ARTICLE II
                               PURPOSE OF THE PLAN

     The purpose of this Plan is to improve the growth and profitability of the
Corporation and its Subsidiary Companies by providing Employees and Non-Employee
Directors with a proprietary interest in the Corporation as an incentive to
contribute to the success of the MHC, the Corporation and its Subsidiary
Companies, and rewarding Employees and Non-Employee Directors for outstanding
performance. All Incentive Stock Options issued under this Plan are intended to
comply with the requirements of Section 422 of the Code, and the regulations
thereunder, and all provisions hereunder shall be read, interpreted and applied
with that purpose in mind. Each recipient of an Option hereunder is advised to
consult with his or her personal tax advisor with respect to the tax
consequences under federal, state, local and other tax laws of the receipt
and/or exercise of an Option hereunder.

                                   ARTICLE III
                                   DEFINITIONS

     The following words and phrases when used in this Plan with an initial
capital letter, unless the context clearly indicates otherwise, shall have the
meanings set forth below. Wherever appropriate, the masculine pronouns shall
include the feminine pronouns and the singular shall include the plural.

     3.01 "Association" means Minden Building and Loan Association, the wholly
owned subsidiary of the Corporation.

     3.02 "Beneficiary" means the person or persons designated by an Optionee to
receive any benefits payable under the Plan in the event of such Optionee's
death. Such person or persons shall be designated in writing on forms provided
for this purpose by the Committee and may be changed from time to time by
similar written notice to the Committee. In the absence of a written
designation, the Beneficiary shall be the Optionee's surviving spouse, if any,
or if none, his estate.

     3.03 "Board" means the Board of Directors of the Corporation.


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     3.04 "Change in Control of the Corporation" shall mean the occurrence of
any of the following: (i) the acquisition of control of the Corporation as
defined in 12 C.F.R. ss.574.4, or any successor thereto, unless a presumption of
control is successfully rebutted or unless the transaction is exempted by 12
C.F.R. ss.574.3(c)(vii), or any successor thereto; (ii) an event that would be
required to be reported in response to either Item 1(a) of Form 8-K or Item 6(e)
of Schedule 14A of Regulation 14A pursuant to the Exchange Act, or any successor
to such respective items, whether or not any class of securities of the
Corporation is registered under the Exchange Act; (iii) any "person" (as such
term is used in Sections 13(d) and 14(d) of the Exchange Act) other than the MHC
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 20% or more of the combined voting power of the Corporation's then
outstanding securities except for any securities purchased by the Corporation or
the Association; or (iv) during any period of thirty-six consecutive months
during the term of an Option, 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 shareholders, 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; provided, however, that no Change in Control of the
Corporation shall be deemed to have occurred in the event that the MHC
undertakes a mutual to stock conversion.

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

     3.06 "Committee" means a committee of two or more directors appointed by
the Board pursuant to Article IV hereof, each of whom shall be a Non-Employee
Director (i) as defined in Rule 16b-3(b)(3)(i) of the Exchange Act or any
successor thereto, and (ii) within the meaning of Section 162(m) of the Code or
any successor thereto.

     3.07 "Common Stock" means shares of the common stock, $.01 par value per
share, of the Corporation.

     3.08 "Director" means a member of the Board of Directors of the Corporation
or a Subsidiary Corporation or any successors thereto, including Non-Employee
Directors as well as Officer and Employees serving as Directors.

     3.09 "Disability" means any physical or mental impairment which qualifies
an Optionee for disability benefits under the applicable long-term disability
plan maintained by the MHC, the Corporation or a Subsidiary Company, or, if no
such plan applies, which would qualify such Optionee for disability benefits
under the long-term disability plan maintained by the MHC, the Corporation or a
Subsidiary Company, if such individual were covered by that plan.

     3.10 "Effective Date" means the day upon which the Board adopts this Plan.

     3.11 "Employee" means any person who is employed by the MHC, the
Corporation or a Subsidiary Company, or is an Officer of the MHC, the
Corporation or a Subsidiary Company, but

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not including directors who are not also Officers of or otherwise employed by
the MHC, the Corporation or a Subsidiary Company.

     3.12 "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     3.13 "Exercise Price" means the price at which a share of Common Stock may
be purchased by an Optionee pursuant to an Option.

     3.14 "Fair Market Value" shall be equal to the fair market value per share
of the Corporation's Common Stock on the date an Option is granted. For purposes
hereof, the Fair Market Value of a share of Common Stock shall be the closing
sale price of a share of Common Stock on the date in question (or, if such day
is not a trading day in the U.S. markets, on the nearest preceding trading day),
as reported with respect to the principal market (or the composite of the
markets, if more than one) or national quotation system in which such shares are
then traded, or if no such closing prices are reported, the mean between the
high bid and low asked prices that day on the principal market or national
quotation system then in use, or if no such quotations are available, the price
furnished by a professional securities dealer making a market in such shares
selected by the Committee.

     3.15 "Incentive Stock Option" means any Option granted under this Plan
which the Board intends (at the time it is granted) to be an incentive stock
option within the meaning of Section 422 of the Code or any successor thereto.

     3.16 "MHC" means Minden Mutual Holding Company, the parent mutual holding
company of the Corporation.

     3.17 "Non-Employee Director" means a member of the Board of the MHC, the
Corporation or any Subsidiary Company or any successor thereto who is not an
Officer or Employee of the MHC, the Corporation or any Subsidiary Company.

     3.18 "Non-Qualified Option" means any Option granted under this Plan which
is not an Incentive Stock Option.

     3.19 "Offering" means the offering of Common Stock to the public during
2002 in connection with the conversion of the Association from the mutual to the
stock form of organization, the establishment of the MHC and the issuance of the
capital stock of the Association to the Corporation.

     3.20 "Officer" means an Employee whose position in the MHC, the Corporation
or Subsidiary Company is that of a corporate officer, as determined by the
Board.

     3.21 "OTS" means the Office of Thrift Supervision.


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     3.22 "Option" means a right granted under this Plan to purchase Common
Stock.

     3.23 "Optionee" means an Employee or Non-Employee Director or former
Employee or Non-Employee Director to whom an Option is granted under the Plan.

     3.24 "Retirement" means a termination of employment which constitutes a
"retirement" at the "normal retirement age" or later under the Minden Building
and Loan Association 401(k) or such other qualified pension benefit plan
maintained by the MHC, the Corporation or a Subsidiary Company as may be
designated by the Board or the Committee, or, if no such plan is applicable,
which would constitute "retirement" under the Corporation's pension benefit
plan, if such individual were a participant in that plan. With respect to
Non-Employee Directors, retirement means retirement from service on the Board of
Directors of the Corporation or a Subsidiary Company or any successors thereto
at the normal applicable retirement age.

     3.25 "Subsidiary Companies" means those subsidiaries of the MHC and the
Corporation, including the Association, which meet the definition of "subsidiary
corporations" set forth in Section 424(f) of the Code, at the time of granting
of the Option in question.

                                   ARTICLE IV
                           ADMINISTRATION OF THE PLAN

     4.01 Duties of the Committee. The Plan shall be administered and
          -----------------------
interpreted by the Committee, as appointed from time to time by the Board
pursuant to Section 4.02. The Committee shall have the authority to adopt, amend
and rescind such rules, regulations and procedures as, in its opinion, may be
advisable in the administration of the Plan, including, without limitation,
rules, regulations and procedures which (i) address matters regarding the
satisfaction of an Optionee's tax withholding obligation pursuant to Section
12.02 hereof, (ii) to the extent permissible by applicable law and regulation,
include arrangements to facilitate the Optionee's ability to borrow funds for
payment of the exercise or purchase price of an Option, if applicable, from
securities brokers and dealers, and (iii) subject to any legal or regulatory
restrictions or limitations, include arrangements which provide for the payment
of some or all of such exercise or purchase price by delivery of previously
owned shares of Common Stock or other property and/or by withholding some of the
shares of Common Stock which are being acquired. The interpretation and
construction by the Committee of any provisions of the Plan, any rule,
regulation or procedure adopted by it pursuant thereto or of any Option shall be
final and binding in the absence of action by the Board.

     4.02 Appointment and Operation of the Committee. The members of the
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Committee shall be appointed by, and will serve at the pleasure of, the Board.
The Board from time to time may remove members from, or add members to, the
Committee, provided the Committee shall continue to consist of two or more
members of the Board, each of whom shall be a Non-Employee Director, as defined
in Rule 16b-3(b)(3)(i) of the Exchange Act or any successor thereto. In
addition, each member of the Committee shall be an "outside director" within the
meaning of Section 162(m) of the Code and regulations thereunder at such times
as is required under such regulations. The


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Committee shall act by vote or written consent of a majority of its members.
Subject to the express provisions and limitations of the Plan, the Committee may
adopt such rules, regulations and procedures as it deems appropriate for the
conduct of its affairs. It may appoint one of its members to be chairman and any
person, whether or not a member, to be its secretary or agent. The Committee
shall report its actions and decisions to the Board at appropriate times but in
no event less than one time per calendar year.

     4.03 Revocation for Misconduct. The Board or the Committee may by
          -------------------------
resolution immediately revoke, rescind and terminate any Option, or portion
thereof, to the extent not yet vested, previously granted or awarded under this
Plan to an Employee who is discharged from the employ of the Corporation or a
Subsidiary Company for cause, which, for purposes hereof, shall mean termination
because of the Employee's 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.
Options granted to a Non-Employee Director who is removed for cause pursuant to
the MHC`s Charter or Bylaws, the Corporation's Charter or Bylaws or the
Association's Charter or Bylaws or the constituent documents of such other
Subsidiary Company on whose board he serves shall terminate as of the effective
date of such removal.

     4.04 Limitation on Liability. Neither the members of the Board nor any
          -----------------------
member of the Committee shall be liable for any action or determination made in
good faith with respect to the Plan, any rule, regulation or procedure adopted
by it pursuant thereto or any Options granted under it. If a member of the Board
or the Committee is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of anything done or not
done by him in such capacity under or with respect to the Plan, the Corporation
shall, subject to the requirements of applicable laws and regulations, indemnify
such member against all liabilities and expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in the best interests of the
MHC, the Corporation and its Subsidiary Companies and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful.

     4.05 Compliance with Law and Regulations. All Options granted hereunder
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shall be subject to all applicable federal and state laws, rules and regulations
and to such approvals by any government or regulatory agency as may be required.
The Corporation shall not be required to issue or deliver any certificates for
shares of Common Stock prior to the completion of any registration or
qualification of or obtaining of consents or approvals with respect to such
shares under any Federal or state law or any rule or regulation of any
government body, which the Corporation shall, in its sole discretion, determine
to be necessary or advisable. Moreover, no Option may be exercised if such
exercise would be contrary to applicable laws and regulations.


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     4.06 Restrictions on Transfer. The Corporation may place a legend upon any
          ------------------------
certificate representing shares acquired pursuant to an Option granted hereunder
noting that the transfer of such shares may be restricted by applicable laws and
regulations.

                                    ARTICLE V
                                   ELIGIBILITY

     Options may be granted to such Employees or Non-Employee Directors of the
MHC, the Corporation and its Subsidiary Companies as may be designated from time
to time by the Board or the Committee. Options may not be granted to individuals
who are not Employees or Non-Employee Directors of either the MHC, the
Corporation or its Subsidiary Companies. Non-Employee Directors shall be
eligible to receive only Non-Qualified Options.

                                   ARTICLE VI
                        COMMON STOCK COVERED BY THE PLAN

     6.01 Option Shares. The aggregate number of shares of Common Stock which
          -------------
may be issued pursuant to this Plan, subject to adjustment as provided in
Article IX, shall be 65,464. None of such shares shall be the subject of more
than one Option at any time, but if an Option as to any shares is surrendered
before exercise, or expires or terminates for any reason without having been
exercised in full, or for any other reason ceases to be exercisable, the number
of shares covered thereby shall again become available for grant under the Plan
as if no Options had been previously granted with respect to such shares. During
the time this Plan remains in effect, the aggregate grants of Options to each
Employee and each Non-Employee Director shall not exceed 25% and 5% of the
shares of Common Stock available under the Plan, respectively. Options granted
to Non-Employee Directors in the aggregate may not exceed 30% of the number of
shares available under this Plan.

     6.02 Source of Shares. The shares of Common Stock issued under the Plan may
          ----------------
be authorized but unissued shares, treasury shares or shares purchased by the
Corporation on the open market or from private sources for use under the Plan.

                                   ARTICLE VII
                                DETERMINATION OF
                         OPTIONS, NUMBER OF SHARES, ETC.

     The Board or the Committee shall, in its discretion, determine from time to
time which Employees or Non-Employee Directors will be granted Options under the
Plan, the number of shares of Common Stock subject to each Option, and whether
each Option will be an Incentive Stock Option or a Non-Qualified Stock Option.
In making all such determinations there shall be taken into account the duties,
responsibilities and performance of each respective Employee and Non-Employee
Director, his present and potential contributions to the growth and success of
the MHC, the Corporation and its Subsidiary Companies, his salary or other
compensation and such other factors as the Board or the Committee shall deem
relevant to accomplishing the purposes of the Plan. The

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Board or the Committee may but shall not be required to request the written
recommendation of the Chief Executive Officer of the Corporation other than with
respect to Options to be granted to him.

                                  ARTICLE VIII
                                     OPTIONS

     Each Option granted hereunder shall be on the following terms and
conditions:

     8.01 Stock Option Agreement. The proper Officers on behalf of the
          ----------------------
Corporation and each Optionee shall execute a Stock Option Agreement which shall
set forth the total number of shares of Common Stock to which it pertains, the
exercise price, whether it is a Non-Qualified Option or an Incentive Stock
Option, and such other terms, conditions, restrictions and privileges as the
Board or the Committee in each instance shall deem appropriate, provided they
are not inconsistent with the terms, conditions and provisions of this Plan.
Each Optionee shall receive a copy of his executed Stock Option Agreement.

     8.02 Option Exercise Price.
          ---------------------

     (a) Incentive Stock Options. The per share price at which the subject
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Common Stock may be purchased upon exercise of an Incentive Stock Option shall
be no less than one hundred percent (100%) of the Fair Market Value of a share
of Common Stock at the time such Incentive Stock Option is granted, except as
provided in Section 8.09(b).

     (b) Non-Qualified Options. The per share price at which the subject Common
         ---------------------
Stock may be purchased upon exercise of a Non-Qualified Option shall be no less
than one hundred percent (100%) of the Fair Market Value of a share of Common
Stock at the time such Non-Qualified Option is granted.

     8.03 Vesting and Exercise of Options.
          -------------------------------

     (a) General Rules. Incentive Stock Options and Non-Qualified Options
         -------------
granted hereunder shall become vested and exercisable at the rate of 20% per
year over five years, commencing one year from the date of grant and an
additional 20% shall vest on each successive anniversary of the date the Option
was granted, and the right to exercise shall be cumulative. Notwithstanding the
foregoing, except as provided in Section 8.03(b) hereof, no vesting shall occur
on or after an Employee's employment or service as a Non-Employee Director with
the MHC, the Corporation or any of the Subsidiary Companies is terminated. In
determining the number of shares of Common Stock with respect to which Options
are vested and/or exercisable, fractional shares will be rounded down to the
nearest whole number, provided that such fractional shares shall be aggregated
and deemed vested on the final date of vesting.

     (b) Accelerated Vesting. Unless the Board or the Committee shall
         -------------------
specifically state otherwise at the time an Option is granted, all Options
granted under this Plan shall become vested


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and exercisable in full on the date an Optionee terminates his employment with
the MHC, the Corporation or a Subsidiary Company or service as a Non-Employee
Director because of his death or Disability or as of the effective date of a
Change in Control. All Options hereunder shall become immediately vested and
exercisable in full on the date an Optionee terminates his employment with the
MHC, the Corporation or a Subsidiary Company due to Retirement if as of the date
of such Retirement (i) such treatment is either authorized or is not prohibited
by applicable laws and regulations, or (ii) an amendment to the Plan providing
for such treatment has been approved by the shareholders of the Corporation at a
meeting of shareholders held more than one year after the consummation of the
Offering.

     8.04 Duration of Options.
          -------------------

     (a) General Rule. Except as provided in Sections 8.04(b) and 8.09, each
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Option or portion thereof granted to Employees shall be exercisable at any time
on or after it vests and becomes exercisable until the earlier of (i) ten (10)
years after its date of grant or (ii) one (1) year after the date on which the
Optionee ceases to be employed by the MHC, the Corporation and all Subsidiary
Companies, unless the Board of Directors or the Committee in its discretion
decides at the time of grant or thereafter to extend such period of exercise to
a period not exceeding five (5) years. In the event an Incentive Stock Option is
not exercised within 90 days of the effective date of termination of Optionee's
status as an Employee, the tax treatment accorded Incentive Stock Options by the
Code may not be available. In addition, the accelerated vesting of Incentive
Stock Options provided by Section 8.03(b) may result in all or a portion of such
Incentive Stock Options no longer qualifying as Incentive Stock Options.

     Except as provided in Section 8.04(b), each Option or portion thereof
granted to a Non- Employee Director shall be exercisable at any time on or after
it vests and becomes exercisable until the earlier of (i) ten (10) years after
its date of grant or (ii) three (3) years after the date on which the
Non-Employee Director ceases to serve as a director of the MHC, the Corporation
and all Subsidiary Companies, unless the Board or the Committee in its
discretion decides at the time of grant or thereafter to extend such period of
exercise upon termination of service to a period not exceeding five (5) years.

     (b) Exception for Termination Due to Disability, Retirement, Change in
         ------------------------------------------------------------------
Control or Death. Unless the Board or the Committee shall specifically state
----------------
otherwise at the time an Option is granted: (i) if an Employee terminates his
employment with the MHC, the Corporation or a Subsidiary Company as a result of
Disability or Retirement without having fully exercised his Options, the
Employee shall have the right, during the three (3) year period following his
termination due to Disability or Retirement, to exercise such Options, and (ii)
if a Non-Employee Director terminates his service as a director with the MHC,
the Corporation or a Subsidiary Company as a result of Disability or Retirement
without having fully exercised his Options, the Non-Employee Director shall have
the right, during the three (3) year period following his termination due to
Disability or Retirement, to exercise such Options.


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     Subject to the provisions of Article IX hereof, unless the Board or the
Committee shall specifically state otherwise at the time an Option is granted,
if an Employee or Non-Employee Director terminates his employment or service
with the MHC, the Corporation or a Subsidiary Company following a Change in
Control of the Corporation without having fully exercised his Options, the
Optionee shall have the right to exercise such Options during the remainder of
the original ten (10) year term of the Option from the date of grant.

     If an Optionee dies while in the employ or service of the MHC, the
Corporation or a Subsidiary Company or terminates employment or service with the
Corporation or a Subsidiary Company as a result of Disability or Retirement and
dies without having fully exercised his Options, the executors, administrators,
legatees or distributees of his estate shall have the right, during the one (1)
year period following his death, to exercise such Options.

     In no event, however, shall any Option be exercisable more than ten (10)
years from the date it was granted.

     8.05 Nonassignability. Options shall not be transferable by an Optionee
          ----------------
except by will or the laws of descent or distribution, and during an Optionee's
lifetime shall be exercisable only by such Optionee or the Optionee's guardian
or legal representative. Notwithstanding the foregoing, or any other provision
of this Plan, an Optionee who holds Non-Qualified Options may transfer such
Options to his immediate family or to a duly established trust for the benefit
of one or more of these individuals. For purposes hereof, "immediate family"
includes but is not necessarily limited to, the Participant's spouse, children
(including step children), parents, grandchildren and great grandchildren.
Options so transferred may thereafter be transferred only to the Optionee who
originally received the grant or to an individual or trust to whom the Optionee
could have initially transferred the Option pursuant to this Section 8.05.
Options which are transferred pursuant to this Section 8.05 shall be exercisable
by the transferee according to the same terms and conditions as applied to the
Optionee.

     8.06 Manner of Exercise. Options may be exercised in part or in whole and
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at one time or from time to time. The procedures for exercise shall be set forth
in the written Stock Option Agreement provided for in Section 8.01 above.

     8.07 Payment for Shares. Payment in full of the purchase price for shares
          ------------------
of Common Stock purchased pursuant to the exercise of any Option shall be made
to the Corporation upon exercise of the Option. All shares sold under the Plan
shall be fully paid and nonassessable. Payment for shares may be made by the
Optionee (i) in cash or by check, (ii) by delivery of a properly executed
exercise notice, together with irrevocable instructions to a broker to sell the
shares and then to properly deliver to the Corporation the amount of sale
proceeds to pay the exercise price, all in accordance with applicable laws and
regulations, or (iii) at the discretion of the Board or the Committee, by
delivering shares of Common Stock (including shares acquired pursuant to the
previous exercise of an Option) equal in fair market value to the purchase price
of the shares to be acquired pursuant to the Option, by withholding some of the
shares of Common Stock which are


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being purchased upon exercise of an Option, or any combination of the foregoing.
With respect to subclause (iii) hereof, the shares of Common Stock delivered to
pay the purchase price must have either been (x) purchased in open market
transactions or (y) issued by the Corporation pursuant to a plan thereof more
than six months prior to the exercise date of the Option (or one year in the
case of previously exercised Incentive Stock Options).

     8.08 Voting and Dividend Rights. No Optionee shall have any voting or
          --------------------------
dividend rights or other rights of a shareholder in respect of any shares of
Common Stock covered by an Option prior to the time that his name is recorded on
the Corporation's shareholder ledger as the holder of record of such shares
acquired pursuant to an exercise of an Option.

     8.09 Additional Terms Applicable to Incentive Stock Options. All Options
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issued under the Plan as Incentive Stock Options will be subject, in addition to
the terms detailed in Sections 8.01 to 8.08 above, to those contained in this
Section 8.09.

          (a) Amount Limitation. Notwithstanding any contrary provisions
              -----------------
contained elsewhere in this Plan and as long as required by Section 422 of the
Code, the aggregate Fair Market Value, determined as of the time an Incentive
Stock Option is granted, of the Common Stock with respect to which Incentive
Stock Options are exercisable for the first time by the Optionee during any
calendar year, under this Plan and stock options that satisfy the requirements
of Section 422 of the Code under any other stock option plans maintained by the
Corporation (or any parent or Subsidiary Company), shall not exceed $100,000.

          (b) Limitation on Ten Percent Stockholders. The price at which shares
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of Common Stock may be purchased upon exercise of an Incentive Stock Option
granted to an individual who, at the time such Incentive Stock Option is
granted, owns, directly or indirectly, more than ten percent (10%) of the total
combined voting power of all classes of stock issued to shareholders of the
Corporation or any Subsidiary Company, shall be no less than one hundred and ten
percent (110%) of the Fair Market Value of a share of the Common Stock of the
Corporation at the time of grant, and such Incentive Stock Option shall by its
terms not be exercisable after the earlier of the date determined under Section
8.03 or the expiration of five (5) years from the date such Incentive Stock
Option is granted.

          (c) Notice of Disposition; Withholding; Escrow. An Optionee shall
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immediately notify the Corporation in writing of any sale, transfer, assignment
or other disposition (or action constituting a disqualifying disposition within
the meaning of Section 421 of the Code) of any shares of Common Stock acquired
through exercise of an Incentive Stock Option, within two (2) years after the
grant of such Incentive Stock Option or within one (1) year after the
acquisition of such shares, setting forth the date and manner of disposition,
the number of shares disposed of and the price at which such shares were
disposed of. The Corporation shall be entitled to withhold from any compensation
or other payments then or thereafter due to the Optionee such amounts as may be
necessary to satisfy any withholding requirements of Federal or state law or
regulation and, further, to collect from the Optionee any additional amounts
which may be required for such purpose. The


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Committee may, in its discretion, require shares of Common Stock acquired by an
Optionee upon exercise of an Incentive Stock Option to be held in an escrow
arrangement for the purpose of enabling compliance with the provisions of this
Section 8.09(c).

                                   ARTICLE IX
                         ADJUSTMENTS FOR CAPITAL CHANGES

     The aggregate number of shares of Common Stock available for issuance under
this Plan, the number of shares to which any Option relates, the maximum number
of shares that can be covered by Options to each Employee, each Non-Employee
Director and Non-Employee Directors as a group and the exercise price per share
of Common Stock under any Option shall be proportionately adjusted for any
increase or decrease in the total number of outstanding shares of Common Stock
issued subsequent to the effective date of this Plan resulting from a split,
subdivision or consolidation of shares or any other capital adjustment, the
payment of a stock dividend, or other increase or decrease in such shares
effected without receipt or payment of consideration by the Corporation. If,
upon a merger, consolidation, reorganization, liquidation, recapitalization or
the like of the Corporation, the shares of the Corporation's Common Stock shall
be exchanged for other securities of the Corporation or of another corporation,
each Option shall be converted, subject to the conditions herein stated, into
the right to purchase or acquire such number of shares of Common Stock or amount
of other securities of the Corporation or such other corporation as were
exchangeable for the number of shares of Common Stock of the Corporation which
such Optionee would have been entitled to purchase or acquire except for such
action, and appropriate adjustments shall be made to the per share exercise
price of outstanding Options. Notwithstanding any provision to the contrary
herein, the term of any Option granted hereunder and the property which the
Optionee shall receive upon the exercise or termination thereof shall be subject
to and be governed by the provisions regarding the treatment of any such Options
set forth in a definitive agreement with respect to any of the aforementioned
transactions entered into by the Corporation to the extent any such Option
remains outstanding and unexercised upon consummation of the transactions
contemplated by such definitive agreement. In addition, notwithstanding any
provision to the contrary, the exercise price of shares subject to outstanding
Options may be proportionately adjusted upon the payment of a special large and
nonrecurring dividend that has the effect of a return of capital to the
stockholders, providing that the adjustment to the per share exercise price
shall satisfy the criteria set forth in Emerging Issues Task Force 90-9 (or any
successor thereto) so that the adjustments do not result in compensation
expense, and provided further that if such adjustment with respect to Incentive
Stock Options would be treated as a modification of the outstanding Incentive
Stock Options with the effect that, for purposes of Sections 422 and 425(h) of
the Code, and the rules and regulations promulgated thereunder, new Incentive
Stock Options would be deemed to be granted, then no adjustment to the per share
exercise price of outstanding stock options shall be made.



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<PAGE>



                                    ARTICLE X
                      AMENDMENT AND TERMINATION OF THE PLAN

     The Board may, by resolution, at any time terminate or amend the Plan with
respect to any shares of Common Stock as to which Options have not been granted,
subject to regulations of the OTS and any required shareholder approval or any
shareholder approval which the Board may deem to be advisable for any reason,
such as for the purpose of obtaining or retaining any statutory or regulatory
benefits under tax, securities or other laws or satisfying any applicable stock
exchange listing requirements. The Board may not, without the consent of the
holder of an Option, alter or impair any Option previously granted or awarded
under this Plan except as provided by Article IX hereof or except as
specifically authorized herein.

     Notwithstanding anything to the contrary herein, in no event shall the
Board of Directors without shareholder approval amend the Plan or shall the
Board of Directors or the Committee amend an Option in any manner that
effectively allows the repricing of any Option previously granted under the Plan
either through a reduction in the Exercise Price or through the cancellation and
regrant of a new Option in exchange for the cancelled Option (except as
permitted pursuant to Article IX in connection with a change in the Company's
capitalization).

                                   ARTICLE XI
                                EMPLOYMENT RIGHTS

     Neither the Plan nor the grant of any Options hereunder nor any action
taken by the Committee or the Board in connection with the Plan shall create any
right on the part of any Employee or Non-Employee Director of the MHC, the
Corporation or a Subsidiary Company to continue in such capacity.

                                   ARTICLE XII
                                   WITHHOLDING

     12.01 Tax Withholding. The Corporation may withhold from any cash payment
           ---------------
made under this Plan sufficient amounts to cover any applicable withholding and
employment taxes, and if the amount of such cash payment is insufficient, the
Corporation may require the Optionee to pay to the Corporation the amount
required to be withheld as a condition to delivering the shares acquired
pursuant to an Option. The Corporation also may withhold or collect amounts with
respect to a disqualifying disposition of shares of Common Stock acquired
pursuant to exercise of an Incentive Stock Option, as provided in Section
8.09(c).

     12.02 Methods of Tax Withholding. The Board or the Committee is authorized
           --------------------------
to adopt rules, regulations or procedures which provide for the satisfaction of
an Optionee's tax withholding obligation by the retention of shares of Common
Stock to which the Employee would otherwise be entitled pursuant to an Option
and/or by the Optionee's delivery of previously owned shares of Common Stock or
other property.


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<PAGE>




                                  ARTICLE XIII
                                DEFERRED PAYMENTS

     13.01 Deferral of Options. Notwithstanding any other provision of this
           -------------------
Plan, an Optionee may elect, with the concurrence of the Committee and
consistent with any rules and regulations established by the Committee, to defer
the delivery of the proceeds of the exercise of any Non-Qualified Option not
transferred under the provisions of Section 8.05.

     13.02 Timing of Election. The election to defer the delivery of the
           ------------------
proceeds from any eligible Non-Qualified Option must be made at least six (6)
months prior to the date such Option is exercised or at such other time as the
Committee may specify. Deferrals of eligible Non-Qualified Options shall only be
allowed for exercises of Options that occur while the Optionee is in active
service with the MHC, the Corporation or one of its Subsidiary Companies. Any
election to defer the proceeds from an eligible Non-Qualified Option shall be
irrevocable as long as the Optionee remains an Employee and/or a Non-Employee
Director of the MHC, the Corporation or one of its Subsidiary Companies.

                                   ARTICLE XIV
                        EFFECTIVE DATE OF THE PLAN; TERM

     14.01 Effective Date of the Plan. This Plan shall become effective on the
           --------------------------
Effective Date, and Options may be granted hereunder no earlier than the date
this Plan is approved by shareholders and no later than the termination of the
Plan, provided this Plan is approved by shareholders of the Corporation pursuant
to Article XV hereof.

     14.02 Term of Plan. Unless sooner terminated, this Plan shall remain in
           ------------
effect for a period of ten (10) years ending on the tenth anniversary of the
Effective Date. Termination of the Plan shall not affect any Options previously
granted and such Options shall remain valid and in effect until they have been
fully exercised or earned, are surrendered or by their terms or the terms hereof
expire or are forfeited.

                                   ARTICLE XV
                              SHAREHOLDER APPROVAL

     The Corporation shall submit this Plan to shareholders for approval at a
meeting of shareholders of the Corporation held within twelve (12) months
following the Effective Date in order to meet the requirements of (i) Section
422 of the Code and regulations thereunder and (ii) Section 162(m) of the Code
and regulations thereunder.

                                   ARTICLE XVI
                                  MISCELLANEOUS

     16.01 Governing Law. To the extent not governed by Federal law, this Plan
           -------------
shall be construed under the laws of the State of Louisiana.


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