EXHIBIT 4(a)
EXCERPT OF RESOLUTIONS
ADOPTED BY
THE BOARD OF DIRECTORS OF
BRITTON & KOONTZ CAPITAL CORPORATION
November 21, 2000
FURTHER RESOLVED, that upon the effective time of the merger, this
Corporation shall assume the Louisiana Bancshares, Inc. Incentive Stock Option
Plan and that each option outstanding under such plan shall be converted
automatically into the right to acquire .1054 of a share of common stock of this
Corporation for each share of common stock of Louisiana Bancshares to which the
optionee was entitled to acquire upon grant of the option.
FURTHER RESOLVED, that upon the effective time of the merger, exercise
of outstanding options under such plan, this Corporation is authorized to issue
that number of shares of common stock of this Corporation as shall be required
to be issued in connection with the foregoing resolution.
FURTHER RESOLVED, that W. Page Ogden be, and he hereby is, authorized,
empowered and directed to interpret such plan and to make determinations with
respect to any matters related to the exercise of options outstanding under such
plan.
FURTHER RESOLVED, that this Board of Directors approves the filing of
the Registration Statement on Form S-8, in the form presented to this meeting,
registering the shares of common stock of this Corporation which shall be
issuable upon exercise of outstanding options under such plan.
FURTHER RESOLVED, that W. Page Ogden and such officers of the
Corporation as he shall designate be, and they hereby are, authorized, empowered
and directed to file such Registration Statement with the Securities and
Exchange Commission in the form presented to this meeting but with such changes
therein and additions thereto as they, in their discretion, shall deem necessary
or appropriate.
FURTHER RESOLVED, that W. Page Ogden be, and he hereby is, authorized
and empowered to take any and all actions, to execute any and all documents and
to make such regulatory filings as he, in his discretion, shall deem necessary
or appropriate to carry out the purposes and intents of these resolutions and to
cause the merger of this Corporation with Louisiana Bancshares, Inc. and the
merger of Britton & Koontz First National Bank and Louisiana Bank & Trust
Company to become effective and to comply with applicable law.
