exv10w3






Exhibit 10.3




BANK OF RUSTON




DIRECTORS’ INDEXED DEFERRED COMPENSATION PLAN



 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 

	ARTICLE I INTRODUCTION	 	 	1	 
	 	1.1	 	 	Adoption of Plan
	 	 	1	 
	 	1.2	 	 	Purposes of Plan
	 	 	1	 
	 	1.3	 	 	Compliance with ERISA and The Code
	 	 	1	 
	 	1.4	 	 	Funding
	 	 	1	 
	 	1.5	 	 	Effective Date
	 	 	1	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE II DEFINITIONS AND CONSTRUCTION	 	 	2	 
	 	2.1	 	 	Definitions
	 	 	2	 
	 	2.2	 	 	Number and Gender
	 	 	3	 
	 	2.3	 	 	Headings
	 	 	3	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE III PARTICIPATION AND ELIGIBILITY	 	 	3	 
	 	3.1	 	 	Eligibility
	 	 	3	 
	 	3.2	 	 	Directors’ Indexed Deferred Compensation Agreement
	 	 	4	 
	 	3.3	 	 	Commencement of Participation
	 	 	4	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE IV BENEFIT AMOUNT	 	 	4	 
	 	4.1	 	 	Indexed Benefit under Prior Agreement
	 	 	4	 
	 	4.2	 	 	Indexed Benefit Amount
	 	 	4	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE V VESTING	 	 	5	 
	 	5.1	 	 	Vesting
	 	 	5	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE VI LIABILITY ACCOUNTS	 	 	5	 
	 	6.1	 	 	Establishment of Liability Account
	 	 	5	 
	 	6.2	 	 	Hypothetical Nature of Liability Accounts
	 	 	5	 
	 	6.3	 	 	Directors’ Indexed Deferred Compensation Trust
	 	 	5	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE VII PAYMENT OF DEFINED BENEFIT	 	 	6	 
	 	7.1	 	 	Retirement Benefit
	 	 	6	 
	 	7.2	 	 	Termination of Service Prior to Retirement Age
	 	 	6	 
	 	7.3	 	 	Termination for Cause
	 	 	6	 
	 	7.4	 	 	Death Benefit Prior to Retirement Date
	 	 	6	 
	 	7.5	 	 	Death During the Benefit Period
	 	 	7	 
	 	7.6	 	 	Designation of Beneficiaries
	 	 	7	 
	 	7.7	 	 	Unclaimed Benefits
	 	 	7	 
	 	7.8	 	 	Distribution on Change in Control
	 	 	7	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE VIII ADMINISTRATION	 	 	8	 
	 	8.1	 	 	Compensation Committee
	 	 	8	 
	 	8.2	 	 	General Powers of Administration
	 	 	8	 
	 	8.3	 	 	Indemnification of Compensation Committee
	 	 	9	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE IX AMENDMENT AND TERMINATION	 	 	8	 
	 	9.1	 	 	Amendment
	 	 	8	 
	 	9.2	 	 	Changes in Time or Manner of Distribution
	 	 	8	 
	 	9.3	 	 	Termination
	 	 	9	 






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	ARTICLE X DETERMINATION OF BENEFITS, CLAIMS PROCEDURE	 	 	9	 
	 	10.1	 	 	Claims
	 	 	9	 
	 	10.2	 	 	Right to Review
	 	 	10	 
	 	10.3	 	 	Decision on Review
	 	 	10	 
	 	10.4	 	 	Preservation of Remedies
	 	 	11	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE XI MISCELLANEOUS	 	 	11	 
	 	11.1	 	 	Not Contract of Employment or Service
	 	 	11	 
	 	11.2	 	 	Non-Assignability of Benefits
	 	 	11	 
	 	11.3	 	 	Withholding
	 	 	11	 
	 	11.4	 	 	No Trust Created
	 	 	12	 
	 	11.5	 	 	Unsecured General Creditor Status
	 	 	12	 
	 	11.6	 	 	Other Benefits
	 	 	12	 
	 	11.7	 	 	Compliance with the Section 409A of the Code
	 	 	12	 
	 	11.8	 	 	Severability
	 	 	13	 
	 	11.9	 	 	Governing Laws
	 	 	13	 
	 	11.10	 	 	Binding Effect
	 	 	13	 
	 	11.11	 	 	Entire Agreement
	 	 	13	 











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ARTICLE I

INTRODUCTION





	1.1	 	Adoption of Plan
	 
	 	 	Bank of Ruston (hereinafter referred to as the “Company”) hereby adopts the Bank of Ruston
Directors’ Indexed Deferred Compensation Plan (hereinafter referred to as the ‘Plan”). This
Plan shall supersede, amend and restate in its entirety the Ruston Building & Loan
Association Indexed Deferred Compensation Benefit Agreement dated August 20, 1996 between
Ruston Building & Loan Association and William D. Hogan; the Ruston Building & Loan
Association Indexed Deferred Compensation Benefit Agreement dated August 20, 1996 between
Ruston Building & Loan Association and Daniel D. Reneau; the Ruston Building & Loan
Association Indexed Deferred Compensation Benefit Agreement dated August 20, 1996 between
Ruston Building & Loan Association and Thomas W. Rogers; the Ruston Building & Loan
Association Indexed Deferred Compensation Benefit Agreement dated October 21, 2003 between
Ruston Building & Loan Association and Johnson N. Walpole and the Bank of Ruston Indexed
Deferred Compensation Benefit Agreement dated November 3, 2005 between Bank of Ruston and
Scott R. Thompson (all prior agreements hereinafter referred to as the “Prior Agreement” or
the “Prior Agreements”).
	 
	1.2	 	Purposes of Plan
	 
	 	 	The purpose of the Plan is to provide benefits to certain eligible Directors of the
Company who contribute materially to the continued growth, development and business success
of the Company.
	 
	1.3	 	Compliance with ERISA and The Code
	 
	 	 	The Plan is established and maintained for the benefit of Directors of the Company and is
not intended for the benefit of any Employee in his capacity as such Employee and,
therefore, it is intended that the Plan is exempt from the provisions of Title I of ERISA.
The Plan is not intended to qualify under Section 401(a) of the Code. This Plan is intended
to comply with Section 409A of the Code and all regulations and other guidance issued
hereunder.
	 
	1.4	 	Funding
	 
	 	 	The Plan is unfunded. All benefits will be paid from the general assets of the Company.
	 
	1.5	 	Effective Date
	 
	 	 	The Plan is effective as of January 1, 2007 (hereinafter referred to as the “Effective
Date”). The original Effective Date of each of the Prior Agreements is as stated in the
applicable Prior Agreement between a Participant and the Company.










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ARTICLE II

DEFINITIONS AND CONSTRUCTION





	2.1	 	Definitions
	 
	 	 	For purposes of the Plan, the following words and phrases shall have the respective meanings
set forth below, unless their context clearly requires a different meaning:






	 	(a)	 	“Compensation Committee” means the committee appointed by the Board of
Directors to manage and administer the Plan in accordance with the provisions of
Article VIII hereof.
	 
	 	(b)	 	“Beneficiary” means the person, persons or estate designated by the Participant
in accordance with Section 7.6 of this Plan.
	 
	 	(c)	 	“Board of Directors” means the Board of Directors of the Company.
	 
	 	(d)	 	“Change in Control” means the occurrence, through sale, exchange, merger,
redemption or otherwise of a (a) change in ownership as defined in Treasury Regulation
§I.409A-3(i)(5)(v), (b) change in effective control as defined in Treasury Regulation
§1.409A-3(i)(5)(vi), or (c) change in the ownership of a substantial portion of the
assets of the Company as defined in Treasury Regulation §1.409A-3(i)(5)(vii) as
currently in effect and as may hereafter from time to time be amended.
	 
	 	(e)	 	“Code” means the Internal Revenue Code of 1986, as amended.
	 
	 	(f)	 	“Company” means Bank of Ruston and those of its subsidiaries, as designated
from time to time by the Compensation Committee of the Board of Directors of Bank of
Ruston. Where the context so dictates the term “Company” when used herein refers to
Bank of Ruston or the particular subsidiary thereof that has entered into an Officer’s
Deferred Compensation Agreement with one or more of its Employees.
	 
	 	(g)	 	“Director” means each person elected to the Board of Directors of the Company.
	 
	 	(h)	 	“Directors’ Indexed Deferred Compensation Agreement” means the written
agreement entered into between the Company and a Participant pursuant to which the
parties establish the amount of the Participant’s benefit under this Plan and the form
and other conditions of payment for such benefit.
	 
	 	(i)	 	“Effective Date” means the date provided in Section 1.5 above.
	 
	 	(j)	 	“Employee” means any common law employee of the Company.
	 
	 	(k)	 	“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
	 
	 	(1)	 	“Indexed Benefit” means the benefit, if any, in addition to the Index Benefit
under Prior Agreement, to which a Participant is entitled under the terms of this Plan
as described in Article IV




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	 	(m)	 	“Indexed Benefit under Prior Agreement” means the benefit accrued to a
Participant under a Prior Agreement as described in Article IV
	 
	 	(n)	 	“Liability Account” means the liability account maintained to accrue the
present value of the Indexed Benefit under Prior Agreement or Indexed Benefit on the
general ledger of the Company.
	 
	 	(o)	 	“Participant” means each Director who has been selected for participation in
the Plan and who has become a Participant pursuant to Article III.
	 
	 	(p)	 	“Participant’s Liability Account(s)” means the portion or portions of the
general ledger liability account that is accrued for each participant.
	 
	 	(q)	 	“Plan” means the Bank of Ruston Directors’ Indexed Deferred Compensation Plan,
as amended from time to time.
	 
	 	(r)	 	“Plan Year” means the twelve consecutive month period commencing January 1st of
each year and ending on December 31st.
	 
	 	(s)	 	“Retirement Age” means the retirement age stated in the Participant’s
Directors’ Indexed Deferred Compensation Agreement.
	 
	 	(t)	 	“Retirement Date” means the later of (1) the day the Participant attains his or
her Retirement Age or (2) the day the Participant incurs a Separation from Service.
	 
	 	(u)	 	“Separation from Service” means the Participant (i) has ceased all services
with the Company as a member of the Board of Directors for any reason other than his
death or a discharge for cause as provided in Section 7.3 and (ii) has also ceased any
and all additional services which he or she may have been providing to the Company as
an independent contractor.






	2.2	 	Number and Gender
	 
	 	 	Wherever appropriate herein, words used in the singular shall be considered to include the
plural and words used in the plural shall be considered to include the singular. The
masculine gender, where appearing in the Plan, shall be deemed to include the feminine
gender.
	 
	2.3	 	Headings
	 
	 	 	The headings of Articles and Sections herein are included solely for convenience, and if
there is any conflict between such headings and the text of the Plan, the text shall
control.





ARTICLE III

PARTICIPATION AND ELIGIBILITY





	3.1	 	Eligibility
	 
	 	 	Eligibility for participation in the Plan is limited to those Directors of the Company who
are selected by the Compensation Committee, in its sole discretion, for participation. The
Compensation Committee shall notify each such Director of his selection for participation in
the Plan. Once a Director has become a Participant, as provided in Sections 3.2 and 3.3
hereof, he




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	 	 	shall remain eligible to continue participation in the Plan for each Plan Year following his
initial year of participation, provided the Participant continues to be a Director.






	3.2	 	Director’s Indexed Deferred Compensation Agreement
	 
	 	 	Prior to commencing participation in the Plan, each Director selected for participation
pursuant to Section 3.1 shall enter into a Directors’ Indexed Deferred Compensation
Agreement with the Company. Such agreement shall set forth the entire benefit to which the
Participant is entitled under this Plan and the other terms and conditions related thereto.
The Directors’ Indexed Deferred Compensation Agreement may be amended from time to time by
the signing of a new agreement by both the Participant and the Company. The Directors’
Deferred Compensation Agreement bearing the latest date shall control in determining the
Participant’s benefits under the Plan.
	 
	3.3	 	Commencement of Participation
	 
	 	 	A Director shall become a Participant effective as of the date the Compensation Committee
determines, which date shall be on or after the date his Directors’ Indexed Deferred
Compensation Agreement becomes effective.





ARTICLE IV

BENEFIT AMOUNT





	4.1	 	Indexed Benefit under Prior Agreement
	 
	 	 	Participants who have accumulated an Indexed Benefit under a Prior Agreement (hereinafter
referred to as the “Indexed Benefit under Prior Agreement”) will continue to be eligible to
receive such accumulated benefit at the Participant’s Retirement Date. The accumulated
benefit amount, if any, will be stated in the Directors’ Indexed Deferred Compensation
Agreement between the Company and the Participant. Effective December 31, 2006, the
Participant will no longer be credited with any benefit under a Prior Agreement.
	 
	4.2	 	Indexed Benefit Amount
	 
	 	 	Participants’ Indexed Benefit amount, if any, will be measured on the cash value
increase on a certain group of life insurance contracts designated by the Company during
each Plan Year reduced by a discretionary cost of funds and the excess, if any, will be
allocated to Participants as follows: Each Participant’s Liability Account attributable to
his Indexed Benefit as referenced in Article VI will be credited with an amount equal to a
percentage of the excess based on each Participant’s number of years of service from the
date of their election to the Board of Directors to the end of each Plan Year. After the
Participant’s Retirement Date, the Participant will no longer be credited with an amount
equal to the percentage of the excess.
	 
	 	 	The annual amount of the Indexed Benefit of each Participant shall be derived by dividing
the value of the Participant’s Liability Account attributable to his Indexed Benefit
determined as of the last day of the Plan Year in which the Participant’s Retirement Date
occurs by the number of years stated in the Directors’ Indexed Deferred Compensation
Agreement. Each Participant’s Liability Account will be reduced as a result of each payment.




4









 











ARTICLE V

VESTING





	5.1	 	Vesting
	 
	 	 	The Participant will be Zero Percent (0%) vested in his Participant’s Liability
Account(s) until he reaches ten (10) years of service with the Company; upon reaching age
fifty-five (55) or ten (10) years of service, whichever is later, the Participant will be
Forty Percent (40%) vested in his Participant’s Liability Account(s); upon reaching age
sixty (60) or ten (10) years of service, whichever is later, the Participant will be Seventy
Percent (70%) vested in his Participant’s Liability Account(s); and, upon reaching age
sixty-five (65) the Participant will be One Hundred Percent (100%) vested in his
Participant’s Liability Account(s), subject to the provisions of Sections 7.3 and 7.4 of
this Plan.





ARTICLE VI

LIABILITY ACCOUNTS





	6.1	 	Establishment of Liability Account
	 
	 	 	A separate Liability Account shall be maintained to accrue the present value of the Indexed
Benefit under Prior Agreement and the Indexed Benefit of the Participants under this Plan on
the general ledger of the Company. The Liability Account shall include the benefits for all
participants in the Plan and shall be maintained in accordance with generally accepted
accounting principles. The Company shall maintain separate Participant’s Liability Accounts
which indicate the portion of the general ledger Liability Account that is accrued for each
Participant. In addition, separate Participant’s Liability Accounts shall be maintained for
each Participant, as applicable, to separately reflect the liability attributable to his
Indexed Benefit under Prior Agreement and his Indexed Benefit.
	 
	6.2	 	Hypothetical Nature of Liability Accounts
	 
	 	 	The Liability Account established under this Article VI shall be hypothetical in nature and
shall be maintained for bookkeeping purposes only to account for the present value of the
future liability of each Participant’s Indexed Benefit under Prior Agreement and Indexed
Benefit. Neither the Plan nor any account established pursuant to this Article shall hold
any actual funds or assets. The right of the Participant or his Beneficiary(ies) to receive
one or more payments under the Plan shall be an unsecured claim against the general assets
of the Company. Any liability of the Company to any Participant, former Participant, or
Beneficiary(ies) with respect to a right to payment shall be based solely upon contractual
obligations created by the Plan. Neither the Company, the Board of Directors, nor any other
person shall be deemed to be a trustee of any amounts to be paid under the Plan.
	 
	6.3	 	Directors’ Indexed Deferred Compensation Trust
	 
	 	 	Notwithstanding Section 11.4, the Company may establish by a separate document a trust to
accumulate funds for the Company to use to discharge its obligations under this Plan. Such
trust if established shall be a “grantor” trust under the Code and shall not cause this Plan
to be considered “funded” for purposes of the Code or Title I ERISA.










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ARTICLE VII

PAYMENT OF DEFINED BENEFIT





	7.1	 	Retirement Benefit
	 
	 	 	If a Participant remains in the service of the Company as a Director until his Retirement
Age, he shall be entitled to receive the Indexed Benefit under Prior Agreement and/or the
Indexed Benefit as set forth in his Directors’ Indexed Deferred Compensation Agreement
payable annually on the first day of each year following the Participant’s Retirement Date,
commencing with the year next following the year in which the Participant’s Retirement Date
occurs for a total of twenty (20) years.
	 
	7.2	 	Termination of Service Prior to Retirement Age
	 
	 	 	If a Participant voluntarily or involuntarily terminates from the service of the Company as
a Director for reasons other than death or “for cause” as defined in Section 7.3, prior to
attaining his Retirement Age, the Participant will be entitled to only the vested portion of
his Participant’s Liability Account(s) determined as of the last day of the Plan Year prior
to the Participant’s termination. Said benefit shall be payable in twenty consecutive
payments, commencing on the first day of the year coincident with or next following the
Participant’s Retirement Date.
	 
	7.3	 	Termination for Cause
	 
	 	 	If the Participant is discharged as a Director for cause, the Participant shall forfeit all
benefits under this Plan and the Directors’ Indexed Deferred Compensation Agreement between
the Participant and the Company shall become null and void.
	 
	 	 	For this purpose “for cause” shall mean and include (a) the willful and continued failure of
the Participant to perform his obligations and duties as a Director (other than due to
incapacity resulting from physical or mental illness), after demand for substantial
performance is delivered to the Participant by the Company that specifically identifies the
manner in which the Company believes the Participant has failed to perform his obligations
and duties, (b) willful misconduct by the Participant which is materially injurious to the
Company, monetary or otherwise, or (c) an act or acts of dishonesty by the Participant
resulting or intended to result in gain to or personal enrichment of the Participant at the
Company’s expense. For purposes hereof, no act or failure to act by the Participant shall be
considered “willful” unless not in good faith and done or omitted without reasonable belief
that such act or omission was in the best interest of the Company.
	 
	7.4	 	Death Benefit Prior to Retirement Date
	 
	 	 	If the Participant dies while in the service of the Company as a Director and prior to
his Retirement Date, the Participant’s Beneficiary(ies) shall be entitled to the value of
the Participant’s Liability Account(s) determined as of the last day of the Plan Year
prior to the Participant’s death payable as a lump-sum death benefit. Said payment shall be
made on the first day of the month coincident with or next following the date of the
Participant’s death.
	 
	 	 	In addition, the Participant’s Beneficiary(ies) shall be entitled to receive a
pre-retirement death benefit as set forth in the Directors’ Indexed Deferred Compensation
Agreement commencing on the first day of the month coincident with or next following the
Participant’s death and payable annually on the same day of each year thereafter for a total
of ten (10) years.










6









 












	7.5	 	Death During the Benefit Period
	 
	 	 	In the event of the death of a Participant after such Participant has become entitled to
Indexed Benefit under Prior Agreement and/or the Indexed Benefit under the Plan but before
such payments have commenced or after such payments have commenced but before all annual
payments have been made to the Participant, the Participant’s Beneficiary(ies) shall be
entitled to receive the annual payments, or the remainder thereof, at the same time and in
the same manner as said payments would have been made to the Participant.
	 
	7.6	 	Designation of Beneficiaries
	 
	 	 	Each Participant shall have the right to designate the Beneficiary or Beneficiaries to
receive payment of his benefit in the event of his death. A Beneficiary designation shall be
made by executing the Designation of Beneficiary Form prescribed by the Compensation
Committee and filing the form with the Compensation Committee. Any such designation may be
changed at any time by execution of a new Designation of Beneficiary Form in accordance with
this Section. If no such designation is on file with the Compensation Committee at the time
of the death of the Participant or such designation is not effective for any reason as
determined by the Compensation Committee, then the designated Beneficiary or Beneficiaries
to receive such benefit shall be the Participant’s executor or administrator, or his heirs
at law if there is no administration of such Participant’s estate.
	 
	7.7	 	Unclaimed Benefits
	 
	 	 	In the case of a benefit payable on behalf of such Participant, if the Compensation
Committee is unable to locate the Participant or Beneficiary to whom such benefit is
payable, such benefit may be forfeited to the Company, upon the Compensation Committee’s
determination. Notwithstanding the foregoing, if subsequent to any such forfeiture the
Participant or Beneficiary to whom such benefit is payable makes a valid claim for such
benefit, such forfeited benefit shall be paid by the Company or restored to the Plan by the
Company.
	 
	7.8	 	Distribution on Change in Control
	 
	 	 	Notwithstanding any other provision of this Plan, in the event of a Change in Control
occurring while the Participant is serving as a Director of the Company, the Participant
shall be entitled to a lump-sum payment. The lump-sum payment amount shall be
determined by multiplying the annual payment amount stated in the Participant’s
Directors’ Indexed Deferred Compensation Agreement by twenty (20). Said payment shall be
made by the Company whether or not the Participant remains a Director of the Company
following such Change in Control. In the event of a Change in Control occurring after
payments have already commenced to the Participant under this Agreement, upon the occurrence
of such a Change in Control the aggregate sum of any remaining payments due under this
Agreement to the Participant and/or his Beneficiary(ies) shall become immediately due and
payable and shall be paid by the Company in a lump-sum payment to the Participant or
Beneficiary(ies). The lump-sum payment amount shall be determined by multiplying the annual
payment amount stated in the Directors’ Indexed Deferred Compensation Agreement by twenty
(20) years reduced by the number of Indexed Benefit under Prior Agreement and/or the Indexed
Benefit payments that have been paid to the Participant since the Participant’s Retirement
Date. All payments under this




7









 






	 	 	Section shall be made as soon as practicable, but not later than thirty (30) days, after the
Change in Control and shall be in full discharge of all of the Company’s obligations to the
Participant and his Beneficiary(ies) under this Plan.





ARTICLE VIII

ADMINISTRATION





	8.1	 	Compensation Committee
	 
	 	 	The Plan shall be administered by the Compensation Committee appointed by the Board of
Directors. The Compensation Committee shall be responsible for the general operation and
administration of the Plan and for carrying out the provisions thereof. The Compensation
Committee may delegate to others certain aspects of the management and operational
responsibilities of the Plan including the employment of advisors and the delegation of
ministerial duties to qualified individuals, provided that such delegation is in writing.
	 
	8.2	 	General Powers of Administration
	 
	 	 	The Compensation Committee shall have all powers necessary or appropriate to enable it to
carry out its administrative duties. Not in limitation, but in application of the foregoing,
the Compensation Committee shall have the duty and power to interpret the Plan and determine
all questions that may arise hereunder as to the status and rights of Participants and
Beneficiaries. The Compensation Committee may exercise the powers hereby granted in its sole
and absolute discretion. No member of the Compensation Committee shall be personally liable
for any actions taken by the Compensation Committee unless the member’s action involves
willful misconduct.
	 
	8.3	 	Indemnification of Compensation Committee
	 
	 	 	The Company shall indemnify, hold harmless, and defend the members of the Compensation
Committee against any and all claims, losses, damages, expenses, including attorney’s fees,
incurred by them, and any liability, including any amounts paid in settlement with their
approval arising from their action or failure to act, except when the same is judicially
determined to be attributable to their gross negligence or willful misconduct.





ARTICLE IX

AMENDMENT AND TERMINATION





	9.1	 	Amendment
	 
	 	 	The Company may from time to time, in its discretion, amend, in whole or in part, any or all
of the provisions of the Plan and, with the agreement of the Participant, any Directors’
Indexed Deferred Compensation Agreement. In no event, however, shall any such amendment be
made that would impair the rights of a Participant with respect to amounts accrued hereunder
to his benefit or reduce the Participant’s Indexed Benefit under Prior Agreement or Indexed
Benefit accrued to the date of such amendment.
	 
	9.2	 	Changes in Time or Manner of Distribution
	 
	 	 	Any amendment to the Plan and/or to a Participant’s Directors’ Indexed Deferred Compensation
Agreement which has the effect of changing the time or manner of the distribution of
benefits is subject to the following provisions:










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	 	(a)	 	No change that would have the effect of accelerating the payment of the
Participant’s benefit hereunder including, but not limited to, changing to an earlier
fixed payment date, or from installments to a lump-sum, will be permitted.
	 
	 	(b)	 	The change must be made at least twelve (12) months prior to the first
scheduled distribution date previously in effect.
	 
	 	(c)	 	To the extent required by Section 409A of the Code, the change must
postpone the commencement of payments for at least five (5) years from the scheduled
distribution date previously in effect.
	 
	 	(d)	 	The change must not take effect until at least twelve (12) months after the
date on which such change is made.






	9.3	 	Termination
	 
	 	 	The Company may terminate this Plan at any time and/or, with the consent of the
Participant, terminate any Directors’ Indexed Deferred Compensation Agreement; provided,
however, no such termination shall reduce or effect the amount of the Indexed Benefit under
Prior Agreement or Indexed Benefit accrued to the benefit of the Participant as of the date
of such termination without the Participant’s consent. No such termination shall effect the
time or manner of the payment of benefits under the Plan or any Directors’ Indexed Deferred
Compensation Agreement which shall be made as and when otherwise due in accordance with the
provisions thereof and of this Plan. Notwithstanding the preceding, however, benefits
hereunder will be paid in a single lump-sum payment as provided in and in accordance with
the requirements and limitations set forth in the Treasury Regulations under Section 409A of
the Code if such termination of the Plan occurs (i) in connection with a Change in Control,
(ii) upon the Company’s dissolution or the approval of a bankruptcy court, or (iii) in
connection with the termination of all arrangements required to be aggregated with the Plan
for purposes of 409A.





ARTICLE X

DETERMINATION OF BENEFITS, CLAIMS PROCEDURE





	10.1	 	Claims
	 
	 	 	Any person having a claim for benefits hereunder that has not been received shall file
such claim by notifying the Compensation Committee in writing. The Compensation Committee
shall make all determinations as to the right of any person or persons to a benefit
hereunder, and shall have full discretion to deny or grant a claim in whole or in part.
Benefit claims shall be made by the Participant, his or her Beneficiary or Beneficiaries or
a duly authorized representative thereof (hereinafter referred to as the “claimant). If the
claim is wholly or partially denied, the Compensation Committee shall provide written or
electronic notice thereof to the claimant within a reasonable period of time, but not later
than ninety (90) days after receipt of the claim. Such notice shall (i) specify the reason
for the denial; (ii) reference the provisions of this Plan on which the denial is based;
(iii) describe the additional material or information, if any, necessary for the claimant to
receive benefits and explain why such




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	 	 	information is necessary; (iv) indicate the steps to be taken by the claimant if a review of
the denial is desired, including the time limits applicable thereto. An extension of time
for processing the claim for benefits is allowable if special circumstances require an
extension, but such an extension shall not extend beyond one hundred eighty (180) days from
the date the claim for benefits is received by the Compensation Committee. Written notice of
any extension of time shall be delivered or mailed within ninety (90) days after receipt of
the claim and shall include an explanation of the special circumstances requiring the
extension and the date by which the Compensation Committee expects to render the final
decision.






	 	 	If notice of the adverse benefit determination is not furnished in accordance with the
preceding provisions of this Section, the claim shall be deemed denied and the claimant
shall be permitted to exercise his right to review as set forth below.
	 
	10.2	 	Right of Review
	 
	 	 	If a claim is denied and a review is desired, the claimant shall notify the Compensation
Committee in writing within sixty (60) days after receipt of notice of a denial of a claim.
In requesting a review, the claimant may submit any written comments, documents, records,
and other information relating to the claim, the claimant feels are appropriate. The
claimant shall, upon request and free of charge, be provided reasonable access to, and
copies of, all documents, records and other information “relevant” to the claimant’s claim
for benefits. The Compensation Committee shall review the claim taking into account all
comments, documents, records and other information submitted by the claimant, without regard
to whether such information was submitted or considered in the initial benefit
determination,
	 
	10.3	 	Decision on Review
	 
	 	 	Written notice of the decision on review shall be provided to the claimant within a
reasonable period of time, but not later than sixty (60) days after receipt of a request for
a review. An extension of time for making the decision on the request for review is
allowable if special circumstances shall occur, but such an extension shall not extend
beyond one hundred twenty (120) days from the date the request for review is received by the
Compensation Committee. Written notice of the extension of time shall be delivered or mailed
within sixty (60) days after receipt of the request for review, indicating the special
circumstances requiring an extension and the date by which the Compensation Committee
expects to render a determination.
	 
	 	 	Notwithstanding the preceding, if the Compensation Committee (or the appropriate fiduciary
designated by the Compensation Committee), holds regularly scheduled meetings, at least
quarterly, the provisions of this paragraph will apply with regard to the review of a denied
claim. In such event, the decision upon review of a denied claim shall be made no later than
the date of such meeting which immediately follows the receipt of a request for review,
unless the request is filed within thirty (30) days preceding the date of such meeting. In
such case, a benefit determination shall be made no later than the date of the second
meeting following the receipt of the request for review. If special circumstances require a
further extension of time for processing, a determination shall be rendered not later than
the third meeting following the Compensation Committee’s receipt of the request for review.
If such an extension is required, the Compensation Committee shall provide the claimant with
written notice of the extension, describing the special circumstances and the date as of
which the benefit determination will be made, prior to commencement of the extension. The
Compensation Committee shall notify the claimant of the benefit determination as soon as
possible, but not later than five (5) days after the benefit determination is made.










10









 












	 	 	The Compensation Committee shall provide the claimant with written or electronic
notification of the benefit determination upon review. In the event of an adverse benefit
determination on review, the notice thereof shall (i) specify the reason or reasons for the
adverse determination; (ii) reference the specific provisions of this Plan on which the
benefit determination is based; (iii) contain a statement that the claimant is entitled to
receive, upon request and free of charge, reasonable access to, and copies of all documents,
records and other information “relevant” to the claimant’s claim for benefits.
	 
	 	 	For purposes hereof, documents, records and information shall be considered “relevant”
to the claimant’s claim if it (i) was relied upon in making the benefit determination, (ii)
was submitted, considered, or generated in the course of making the benefit determination,
whether or not actually relied upon in making the determination; or (iii) demonstrates
compliance with the administrative processes and safeguards of this claims procedure.
	 
	10.4	 	Preservation of Remedies
	 
	 	 	After exhaustion of the claims procedure as provided herein, nothing shall prevent the
claimant from pursuing any other legal or equitable remedy otherwise available.





ARTICLE XI

MISCELLANEOUS





	11.1	 	Not Contract of Employment or Service
	 
	 	 	The adoption and maintenance of the Plan shall not be deemed to be a contract between the
Company and any Participant or to be consideration for the service of a Participant as a
Director.
	 
	 	 	Nothing herein contained shall be deemed to give any Participant the right to be retained as
a Director of the Company or to restrict the right of the Company to discharge a Participant
at any time nor shall the Plan be deemed to give the Company the right to require a
Participant to remain as a Director of the Company or to restrict the Participant’s right to
terminate the services of a Director at any time.
	 
	11.2	 	Non-Assignability of Benefits
	 
	 	 	No Participant, Beneficiary(ies) nor any other person entitled to benefits hereunder shall
have any power or right to transfer, assign, anticipate, hypothecate or otherwise encumber
any part or all of the amounts payable hereunder, which is expressly declared to be
unassignable and nontransferable. Any such attempted assignment or transfer shall be void.
No amount payable hereunder shall, prior to actual payment thereof, be subject to seizure by
any creditor of any such Participant, Beneficiary(ies) or any other person entitled to
benefits hereunder for the payment of any debt judgment or other obligation, by a proceeding
at law or in equity, nor transferable by operation of law in the event of the bankruptcy,
insolvency or death of the Participant, his Beneficiary(ies) or any other person entitled to
benefits hereunder.
	 
	11.3	 	Withholding
	 
	 	 	All deferrals and payments provided for hereunder shall be subject to applicable
withholding and other deductions as shall be required of the Company under any




11









 






	 	 	applicable local, state or federal law. The Company is authorized to withhold and shall
withhold any taxes that are required to be withheld from the benefits provided under the
Plan.






	11.4	 	No Trust Created
	 
	 	 	Nothing contained in this Plan, and no action taken pursuant to its provisions by either
party hereto, shall create, nor be construed to create, a trust of any kind or a fiduciary
relationship between the Company and the Participant, his Beneficiary(ies), or any other
person.
	 
	11.5	 	Unsecured General Creditor Status
	 
	 	 	The payments to a Participant, his Beneficiary(ies) or any other distributee hereunder
shall be made from assets which shall continue, for all purposes, to be a part of the,
general, unrestricted assets of the Company; no person shall have nor acquire any interest
in any such assets by virtue of the provisions of this Plan. The Company’s obligations
hereunder shall be unfunded and unsecured promises to pay money in the future. To the extent
that a Participant, his Beneficiary(ies) or any other person entitled to benefits hereunder
acquires a right to receive payments from the Company under the provisions hereof, such
right shall be no greater than the right of any unsecured general creditor of the Company.
No such person shall have or acquire any legal or equitable right, interest or claim in
or to any property or assets of the Company.
	 
	11.6	 	Other Benefits
	 
	 	 	Nothing in the Plan shall affect any right which the Participant may otherwise have to
participate in, or under, any other plans or agreement that the Company may now or hereafter
have for the benefit of Directors.
	 
	11.7	 	Compliance with the Section 409A of the Code
	 
	 	 	This Plan is intended to comply, and to be operated in all respects in compliance, with the
requirements of Code Section 409A and all Internal Revenue Service rulings, treasury
regulations or other pronouncements or guidance implementing or interpreting its provisions.
All provisions of this Plan shall be interpreted or construed so as to meet the requirements
of Code Section 409A and all regulations, rulings and other pronouncements or guidance there
under.
	 
	 	 	In the event subsequent Treasury Regulations, Internal Revenue Service rulings or other
pronouncements or guidance interpreting or implementing the provisions of Code Section 409A
effect any provisions of this Plan or any election or other administrative form used for the
Plan, this Plan and any election or other administrative form used in connection with the
Plan, the Plan and any such election or other administrative form shall be amended, as
necessary, to comply with such regulation, ruling or other pronouncement or guidance; and,
until adoption of any such amendment, the provisions hereof shall be construed and
interpreted, to the extent possible, to comply with the applicable provisions of such
regulation, ruling or other pronouncement or guidance.










12









 












	11.8	 	Severability
	 
	 	 	If any provision of this Plan shall be held illegal or invalid for any reason, said
illegality or invalidity shall not affect the remaining provisions hereof; instead, each
provision shall be fully severable and the Plan shall be construed and enforced as if said
illegal or invalid provision had never been included herein.
	 
	11.9	 	Governing Laws
	 
	 	 	All provisions of the Plan shall be construed and enforced in accordance with the laws
of the State of Louisiana, and in the courts situated in that State.
	 
	11.10	 	Binding Effect
	 
	 	 	This Plan shall be binding on each Participant and his heirs and legal representatives and
on the Company and its successors and assigns.
	 
	11.11	 	Entire Agreement
	 
	 	 	This document and any amendments hereto contain all the terms and provisions of the Plan and
shall constitute the entire Plan, any other alleged terms or provisions being of no effect.
No rights are granted to the Participant by virtue of this Plan other than those
specifically set forth herein.
	 
	 	 	IN WITNESS WHEREOF, the Company has caused these presents to be executed by its duly
authorized representative on the
15th day
of July, 2008.





	 	 	 	 	 	 	 	 	 	 	 

	ATTEST:	 	 	 	BANK OF RUSTON	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	G. Randall Allison	 	 	 	By:	   Benjamin L. Denny 	 	 	 
	 	 	 	 	 	 	 	 
	Title:

	   Vice President 	 	 	 	 	Title: 	   Pres / CEO	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 







13











 





FORM OF

DIRECTORS’ INDEXED DEFERRED COMPENSATION AGREEMENT




     This Directors’ Indexed Deferred Compensation Agreement (hereinafter referred to as the
“Agreement”) between Bank of Ruston (hereinafter referred to as the “Company”) and _________ (hereinafter referred to as the “Participant”) shall supersede, amend and restate in its entirety
the Ruston Building & Loan Association Indexed Deferred Compensation Benefit Agreement dated
_________ between Ruston Building & Loan Association and _________ (hereinafter
referred to as the “Prior Agreement”).



     Pursuant to the provisions of the Bank of Ruston Directors’ Indexed Deferred Compensation Plan
(hereinafter referred to as the “Plan”) and in accordance with Section 3.2 of the Plan, and the
Company and Participant hereby agree as follows as to the Participant’s benefit under the Plan:



     Effective Date: This Agreement is effective and the Prior Agreement is hereby amended and
restated as of the ___ day of _________, 20_.



     Pre-retirement Death Benefit: The Pre-retirement Death Benefit for said Participant under the
Plan will be _______________($______) payable annually for ten (10) years.



     Indexed Benefit under Prior Agreement: The Indexed Benefit under Prior Agreement for said
Participant under the Plan will be. _______________ ____________($___)
payable annually for twenty (20) years.



     Indexed Benefit: The Indexed Benefit for said Participant under the Plan will be the value of
the Participant’s Liability Account attributable to Indexed Benefit determined as of the last day
of the year following the Participant’s Retirement Date divided by twenty (20). The annual benefit
will be payable annually for twenty (20) years. Participant’s Liability Account will be reduced as
a result of each payment.



     Retirement Age: _________ (___)



     Amendment or Termination of Plan/Agreement: The Participant understands and acknowledges that
the Plan and/or this Agreement may be amended or terminated at any time, in the sole discretion of
the Company; provided, however, that no such amendment or termination may impair the rights of the
Participant with respect to amounts accrued under the Plan or reduce the Participant’s Indexed
Benefit under Prior Agreement or Indexed Benefit accrued to the date of such amendment or
termination.



     Incorporation: The provisions of the Plan, a copy of which is provided to the Participant with
this Agreement, are hereby incorporated into this Agreement and made a part hereof. Subject to the
preceding paragraph, this Agreement shall be governed by the provisions of the Plan as it may be
amended from time to time.



     Subsequent Agreement: The benefits set forth in this Agreement may be amended from



 









 




time to time by the execution of a new Deferred Compensation Agreement between the Company and
the Participant. The Agreement bearing the latest date shall control for purposes of determining
the Participant’s benefits under the Plan.




     Prior Agreements: This Agreement supersedes all prior Directors’ Indexed Deferred Compensation
Agreements between the Participant and the Company under the Plan, unless otherwise herein
provided.



     IN WITNESS WHEREOF, the Company has caused these presents to be executed by its duly
authorized representative and the said Participant has hereunto set his hand on the _________ day
of ____________20_.



	 	 	 	 	 
	BANK OF RUSTON	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	Social Security Number







2









 








FORM OF

DESIGNATION OF BENEFICIARY




To the Compensation Committee:




     Pursuant to the provisions of the Bank of Ruston Directors’ Indexed Deferred Compensation Plan
(hereinafter referred to as the “Plan”) permitting the designation of a Beneficiary or
Beneficiaries by the Participant, I hereby designate the following person or persons as primary and
contingent beneficiaries of my benefit payable by reason of my death under the Plan:



Primary Beneficiary(ies):




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Name	 	Address	 	 	SS#	 	 	Percentage	 
	 
	 	 	 	 	 	 	 	 	 	 		%
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 		%
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 		%
	 
	 	 	 	 	 	 	 	 	 




NOTE: If more than one primary beneficiary is designated, payment shall be made equally to each
unless otherwise specified. In the event of the death of or disclaimer by one of more (but less
than all) of the persons designated as primary beneficiaries, his or her share will be paid pro
rate to the remaining primary beneficiary(ies) in .the percentages noted or, if none, equally.




Contingent Beneficiary(ies):




     In the event all of the persons designated as Primary Beneficiaries shall predecease me or
disclaim all of any portion of his or her interest granted herein or shall die before receiving all
installment payments of benefits pursuant to the Plan, I hereby designate the fol1owing person(s)
as my contingent beneficiary(ies) in the percentages noted or, if none, equally:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	Name	 	Address	 	 	SS#	 	 	Percentage	 
	 
	 	 	 	 	 	 	 	 	 	 		%
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 		%
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 		%
	 
	 	 	 	 	 	 	 	 	 





     I hereby acknowledge that the beneficiary designations herein revoke and supersede any and all
beneficiary designations previously made by me with regard to my benefits under the Plan, and
further acknowledge that this beneficiary designation is not effective until received and
acknowledged, in writing, by the Compensation Committee. I reserve the right to revoke and/or
change the beneficiary designations made herein at any time prior to my death by filing a new
Beneficiary Designation Form with the Compensation Committee.




			
	 
	 	 
	DATE
	 	PARTICIPANTS NAME






     Received and acknowledged by the Compensation Committee this the ___ day of _________, 20_.



	 	 	 	 	 
	 	BANK OF RUSTON

 	 
	 	By: