AMENDMENT NO. 2 to CONTINGENT SEVERANCE AGREEMENT

                                   AMENDMENT NO. 2
                                          to
                            CONTINGENT SEVERANCE AGREEMENT

               AMENDMENT  NO. 2, dated effective as of October _____, 1995,
          to the Contingent Severance Agreement (the "Agreement"), dated as
          of October 19, 1992,  by  and  between  the  Bank  of Gonzales, a
          Louisiana   bank   (the   "Bank"),  and  Xxxxxx  X.  Xxxxxx  (the
          "Executive").

               WHEREAS, the Bank and  Executive entered into the Agreement,
          as amended by Amendment No. 1  dated  effective as of January 20,
          1995, and desire to amend certain terms  and  conditions  of  the
          Agreement as provided herein;

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

               A.   Section  2  of  the  Agreement  is  hereby  amended and
          restated in its entirety to read as follows:

                    2.   Term.  This Agreement shall terminate on  the
               earlier of (i) February  1,  1998 or (ii) the date that
               the Executive ceases to be an  employee  of the Bank at
               any time prior to an Announcement Date.

               B.   Except as specifically amended by this  Amendment, each
          provision of the Agreement shall remain in full force and effect.

               C.   All  capitalized  terms  used  herein  but not  defined
          herein shall have the meanings ascribed to them in the Agreement.

               D.   This Amendment may be executed by the parties in one or
          more counterparts, each of which shall be deemed an original, but
          all  of  which taken together shall constitute one and  the  same
          instrument.

               IN WITNESS  WHEREOF,  the  parties hereto have duly executed
          this  Amendment effective as of the  day  and  year  first  above
          written.

                                             BANK OF XXXXXXXX


                                             By:

                                                  Name:
                                                  Title:



                                                   Xxxxxx X. Xxxxxx