FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION
                                OF ALLEN PARISH

                            FEDERAL MUTUAL CHARTER


     SECTION 1.  CORPORATE TITLE.  The full corporate title of the association
hereby chartered is First Federal Savings and Loan Association of Allen Parish.

     SECTION 2.  OFFICE.  The home office shall be located in Oakdale, in the
Parish of Allen, State of Louisiana.

     SECTION 3.  DURATION.  The duration of the association is perpetual.

     SECTION 4.  PURPOSE AND POWERS.  The purpose of the association is to
pursue any or all of the lawful objectives of a Federal mutual association
chartered under section 5 of the Home Owners' Loan Act and to exercise all the
express, implied, and incidental powers conferred thereby and by all acts
amendatory thereof and supplemental thereto, subject to the Constitution and
laws of the United States as they are now in effect, or as they may hereafter be
amended, and subject to all lawful and applicable rules, regulations, and orders
of the Office of Thrift Supervision ("Office").

     SECTION 5.  CAPITAL.  The association may raise capital by accepting
payments on savings and demand accounts and by any other means authorized by the
Office.

     SECTION 6.  MEMBERS.  All holders of the association's savings, demand, or
other authorized accounts are members of the association.  In the consideration
of all questions requiring action by the members of the association, each holder
of an account shall be permitted to cast one vote for each $100, or fraction
thereof, of the withdrawal value of the member's account.  Each borrower from
the association as of the effective date of this charter shall be permitted to
cast one vote as a borrower member as long as any of such borrower's borrowings
as of the effective date of this charter remain outstanding.  No member,
however, shall cast more than 1000 votes.  Voting may be by proxy, which is
subject to the rules and regulations of the Office.  Any number of members
present and voting, represented in person or by proxy, at a regular or special
meeting of the members shall constitute a quorum.  A majority of all votes cast
at any meeting of the members shall determine any question.  All accounts shall
be nonassessable.

     SECTION 7.  DIRECTORS.  The association shall be under the direction of a
board of directors.  The authorized number of directors shall not be fewer than
five nor more than fifteen persons, as fixed in the association's bylaws, except
that the number of directors may be increased to a number greater than fifteen
with the prior approval of the Director of the Office or his or her delegate.
Each director of the association shall be a member of the association.  Members
of the association shall elect directors by ballot; Provided that in the event
of a vacancy on the board, the board of directors may fill such vacancy, if the
members of the association fail to do so, by electing a director to serve until
the next annual meeting of the members.  Directors shall be elected for periods
of three years and until their successors are elected and qualified, but
provision shall be made for the election of approximately one-third of the board
each year.

 
     SECTION 8.  CAPITAL, SURPLUS, AND DISTRIBUTION OF EARNINGS.  The
association shall maintain for the purpose of meeting losses the amount of
capital required by Section 5 of the Home Owners' Loan Act and regulations of
the Office.  The association shall distribute net earnings on its account on
such basis and in accordance with such terms and conditions as may from time to
time be authorized by the Director of the Office; Provided that the association
may establish minimum-balance requirements for accounts to be eligible for
distribution of earnings.

     All holders of accounts of the association shall be entitled to equal
distribution of assets, pro rata to the value of their accounts, in the event of
voluntary or involuntary liquidation, dissolution, or winding up of the
association.  Moreover, in any such event, or in any other situation in which
the priority of such accounts is in controversy, all such accounts shall, to the
extent of their withdrawal value, be debts of the association having the same
priority as the claims of general creditors of the association not having
priority (other than any priority arising or resulting from consensual
subordination) over other general creditors of the association.

     SECTION 9.  AMENDMENT OF CHARTER.  Adoption of any preapproved charter
amendment pursuant to sections 544.2 or 544.3 of the Office's regulations shall
be effective upon filing the amendment with the Office in accordance with
regulatory procedures, after such preapproved amendment has been submitted to
and approved by the members at a legal meeting.  Any other amendment, addition,
change, or repeal of this charter must be submitted to and preliminarily
approved by the Office prior to submission to and approval by the members at a
legal meeting.  Any amendment, addition, alteration, change, or repeal so acted
upon and approved shall be effective upon filing with the Office in accordance
with regulatory procedures.



Attest:________________________________    By:_________________________________
        Secretary of the Association             President of the Association



Declared effective this _____ day of ____________, 1996.



Attest:________________________________    By:_________________________________
        Secretary of the                         Director of the
        Office of Thrift Supervision             Office of Thrift Supervision

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