EXHIBIT 4(d)

         1.04     Stock Options.
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         (a)  Between  the date of this  Agreement  and the  Effective  Date (as
hereinafter  defined),  each  person  holding one or more  Louisiana  Bancshares
Options  (as  defined  in  Section  5.03)  shall  continue  to have the right to
exercise any vested Louisiana Bancshares Option.

         (b) At the Effective Date, each Louisiana  Bancshares Option that is an
outstanding and unexercised non-qualified stock option or incentive stock option
(within the meaning of Section 422 of the Code)  immediately prior thereto shall
cease to  represent a right to acquire  shares of  Louisiana  Bancshares  Common
Stock and shall be assumed by B&K and converted  automatically into an option to
purchase  shares of B&K  Common  Stock in an  amount  and at an  exercise  price
determined  as  provided  below (and  otherwise  subject to the terms of Section
424(a) of the Code (in the case of incentive  stock  options) and the  Louisiana
Bancshares  Option  Plan  (as  defined  in  Section  5.03)  and  the  agreements
evidencing grants thereunder):

                  (i) the number of shares of B&K Common  Stock to be subject to
the  converted  option  shall be equal to the product of the number of shares of
Louisiana  Bancshares Common Stock subject to the original Louisiana  Bancshares
Option,  multiplied by the Per Share Merger  Consideration  (provided  that such
number of shares shall be rounded to the nearest whole share); and

                  (ii) the  exercise  price per share of B&K Common  Stock under
the converted  Louisiana  Bancshares Option shall be equal to the exercise price
per share of Louisiana Bancshares Common Stock under the option,  divided by the
Per Share  Merger  Consideration  (provided  that such  exercise  price shall be
rounded to the nearest whole cent).

         1.05  Fractional  Shares.  Each holder of Louisiana  Bancshares  Common
Stock who would otherwise have been entitled to receive a fraction of a share of
B&K Common Stock pursuant to the Holding Company Merger (or upon the exercise of
a stock option, as the case may be) shall receive, in lieu thereof, an amount in
cash  (without  interest)  equal  to  the  product  of  such  fractional  share,
multiplied by the "Market Price" of B&K Common Stock.  For these  purposes,  the
Market  Price  of B&K  Common  Stock  shall be the  average  of the high and low
closing  bid  quotations  with  respect to B&K Common  Stock as  reported by the
National  Association of Securities Dealers Automated Quotation System Small Cap
Market during the period of 20 business days  immediately  prior to the business
day that is 3 business days  preceding the Effective  Date (or the exercise date
of the stock option, as the case may be).