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.