EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned,
__________________ of Britton & Koontz Capital Corporation, a Mississippi
corporation (the "Corporation"), does hereby name, constitute and appoint W.
Page Ogden and Bazile R. Lanneau, Jr., or both of them (with full power to each
of them to act alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name, place and stead, in any and all capacities,
to sign, execute, acknowledge, deliver, and file (a) with the Securities and
Exchange Commission (or any other governmental or regulatory authority), a
Registration Statement on Form S-4 (or other appropriate form) and any and all
amendments (including post-effective amendments) thereto, with any and all
exhibits and any and all other documents required to be filed with respect
thereto or in connection therewith, relating to the registration under the
Securities Act of 1933 of Common Stock of the Corporation to be issued in the
merger between the Corporation and Louisiana Bancshares, Inc. ("Bancshares") in
connection with which the Corporation has agreed to exchange shares of its
common stock for all of the outstanding shares of common stock of Bancshares and
merge Bancshares into the Corporation, authorized by resolutions adopted by the
Board of Directors on September 19, 2000, and (b) with the securities agencies
or officials of various jurisdictions, all applications, qualifications,
registrations or exemptions relating to such offering under the laws of any such
jurisdiction, including any amendments thereto or other documents required to be
filed with respect thereto or in connection therewith, granting unto said agents
and attorneys-in-fact, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises in order to effectuate the same as fully to all intents and
purposes as the undersigned might or could do if personally present, and the
undersigned hereby ratifies and confirms all that said agents and
attorneys-in-fact, or both of them, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the
_____ day of October 2000.
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[Name]
