EXHIBIT 4
Britton & Koontz Capital Corporation's Assumption
of the
Louisiana Bancshares, Inc. Incentive Stock Option Plan
Attached hereto are resolutions adopted by the board of Britton &
Koontz Capital Corporation on November 21, 2000, a form of grant letter, the
prospectus delivered to plan participants and Sections 1.04 and 1.05 of the
Agreement and Plan of Merger by and between Britton & Koontz Capital Corporation
and Louisiana Bancshares, Inc. dated August 25, 2000, which taken together
constitute the terms and conditions of Britton & Koontz Capital Corporation's
Assumption of the Louisiana Bancshares, Inc. Incentive Stock Option Plan.
