exv10w1






Exhibit 10.1




BANK OF RUSTON




OFFICERS’ DEFERRED COMPENSATION PLAN



 









 





Table of Contents




	 	 	 	 	 	 	 

	ARTICLE I INTRODUCTION	 	 	1	 
	1.1	 	Adoption of Plan
	 	 	1	 
	1.2	 	Purposes of Plan
	 	 	1	 
	1.3	 	“Top Hat” Pension Benefit Plan
	 	 	1	 
	1.4	 	Funding
	 	 	1	 
	1.5	 	Effective Date
	 	 	1	 
	ARTICLE II DEFINITIONS AND CONSTRUCTION	 	 	1	 
	2.1	 	Definitions
	 	 	1	 
	2.2	 	Number and Gender
	 	 	3	 
	2.3	 	Headings
	 	 	3	 
	ARTICLE III PARTICIPATION AND ELIGIBILITY	 	 	3	 
	3.1	 	Eligibility
	 	 	3	 
	3.2	 	Officers’ Deferred Compensation Agreement
	 	 	3	 
	3.3	 	Commencement of Participation
	 	 	3	 
	ARTICLE IV DEFINED BENEFIT	 	 	4	 
	4.1	 	Benefit Amount
	 	 	4	 
	4.2	 	Payment of Benefit
	 	 	4	 
	ARTICLE V VESTING	 	 	5	 
	5.1	 	Vesting
	 	 	4	 
	ARTICLE VI LIABILITY ACCOUNTS	 	 	4	 
	6.1	 	Establishment of Liability Account
	 	 	4	 
	6.2	 	Hypothetical Nature of Liability Accounts
	 	 	4	 
	6.3	 	Officers’ Deferred Compensation Trust
	 	 	5	 
	ARTICLE VII PAYMENT OF DEFINED BENEFIT	 	 	5	 
	7.1	 	Retirement Benefit
	 	 	5	 
	7.2	 	Termination of Service Prior to Retirement Date
	 	 	5	 
	7.3	 	Termination for Cause
	 	 	5	 
	7.4	 	Death Benefit Prior to Retirement Date
	 	 	6	 
	7.5	 	Death During the Benefit Period
	 	 	6	 
	7.6	 	Disability Offset
	 	 	6	 
	7.7	 	Designation of Beneficiaries
	 	 	6	 
	7.8	 	Unclaimed Benefits
	 	 	6	 
	7.9	 	Distribution on Change in Control
	 	 	7	 
	ARTICLE VIII ADMINISTRATION	 	 	7	 
	8.1	 	Compensation Committee
	 	 	7	 
	8.2	 	General Powers of Administration
	 	 	7	 
	8.3	 	Indemnification of Compensation Committee
	 	 	8	 
	ARTICLE IX AMENDMENT AND TERMINATION	 	 	8	 
	9.1	 	Amendment
	 	 	8	 
	9.2	 	Changes in Time or Manner of Distribution
	 	 	8	 
	9.3	 	Termination
	 	 	8	 
	ARTICLE X DETERMINATION OF BENEFITS, CLAIMS PROCEDURE	 	 	9	 
	10.1	 	Claims
	 	 	9	 
	10.2	 	Right of Review
	 	 	9	 
	10.3	 	Decision on Review
	 	 	10	 
	10.4	 	Preservation of Remedies
	 	 	10	 
	ARTICLE XI MISCELLANEOUS	 	 	11	 
	11.1	 	Not Contract of Employment
	 	 	11	 






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	11.2	 	Non-Assignability of Benefits
	 	 	11	 
	11.3	 	Withholding
	 	 	11	 
	11.4	 	No Trust Created
	 	 	11	 
	11.5	 	Unsecured General Creditor Status
	 	 	11	 
	11.6	 	Other Benefits
	 	 	12	 
	11.7	 	Compliance with the Section 409A of the Code
	 	 	12	 
	11.8	 	Severability
	 	 	12	 
	11.9	 	Governing Laws
	 	 	12	 
	11.10	 	Binding Effect
	 	 	12	 
	11.11	 	Entire Agreement
	 	 	12	 






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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
Officers’ Deferred Compensation Plan (hereinafter referred to as the “Plan”).This Plan shall
supersede, amend and restate in its entirety the Ruston Building & Loan Association Salary
Continuation Agreement dated October 19, 1993 between Ruston Building & Loan Association and
Benjamin L. Denny; the Ruston Building & Loan Association Salary Continuation Agreement
dated October 19, 1993 between Ruston Building & Loan Association and Mary Shepherd; and the
Ruston Building & Loan Association Salary Continuation Agreement
dated November 1, 1999
between Ruston Building & Loan Association and Warren Post (all such prior agreements
hereinafter referred to as the “Prior Agreement” or “Prior Agreements”).
	 
	1.2	 	Purposes of Plan
	 
	 	 	The purposes of the Plan are to provide certain eligible employees of the Company with
retirement benefits in addition to those provided by the qualified retirement plans, which
are limited due to certain restrictions and limitations in the Internal Revenue Code.
	 
	1.3	 	“Top Hat” Pension Benefit Plan
	 
	 	 	The Plan is an “employee pension benefit plan” within the meaning of ERISA. The Plan is
maintained, however, for a select group of management or highly compensated employees and,
therefore, it is intended that the Plan is exempt from Parts 2, 3 and 4 of Title I of ERISA.
The Plan is not intended to qualify under Section 401(a) of the Code. This Plan is further
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, 2008 (hereinafter referred to as the “Effective
Date”). The original Effective Date of each of the Prior Agreements is as stated in the
Salary Continuation Agreement between the Participant and the Company.





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.




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	 	(b)	 	“Beneficiary” means the person, persons or estate designated by the Participant
in accordance with Section 7.7 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
§1.409A-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)	 	“Defined Benefit” means the benefit to which a Participant is entitled under
the terms of this Plan as described in ARTICLE IV.
	 
	 	(h)	 	“Effective Date” means the date provided in Section 1.5 above.
	 
	 	(i)	 	“Employee” means any common law employee of the Company.
	 
	 	(j)	 	“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
	 
	 	(k)	 	“Liability Account” means the liability account maintained to accrue the
present value of the Defined Benefit on the general ledger of the Company.
	 
	 	(l)	 	“Officers’ 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 benefits.
	 
	 	(m)	 	“Participant” means each Employee who has been selected for participation in
the Plan and who has become a Participant pursuant to ARTICLE III.
	 
	 	(n)	 	“Participant’s Liability Account” means the portion of the general ledger
liability account that is accrued for each participant.
	 
	 	(o)	 	“Plan” means the Bank of Ruston Officers’ Deferred Compensation Plan, as
amended from time to time.
	 
	 	(p)	 	“Plan Year” means the twelve consecutive month period commencing January 1st of
each year and ending on December 31st.




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	 	(q)	 	“Retirement Date” means the day the Participant attains the retirement age
stated in the Participant’s Officers’ Deferred Compensation Agreement.






	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 Employees who are (a) subject
to the income tax laws of United States, (b) determined by the Company to be members of a
select group of highly compensated or management Employees of the Company, and (c) selected
by the Compensation Committee, in its sole discretion, for participation in the Plan. The
Compensation Committee shall notify each such Employee of his selection for participation in
the Plan. Once an Employee becomes a Participant, as provided in Sections 3.2 and 3.3
hereof, he shall remain eligible to continue participation in the Plan for each Plan Year
following his initial year of participation, provided he continues to meet the requirements
in (a) and (b) of this Section.
	 
	3.2	 	Officers’ Deferred Compensation Agreement
	 
	 	 	Prior to commencing participation in the Plan, each Employee selected for participation
pursuant to Section 3.1 shall enter into an Officers’ 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 Officers’
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 Officers’ Deferred Compensation
Agreement bearing the latest date shall control in determining the Participant’s benefits
under the Plan.
	 
	3.3	 	Commencement of Participation
	 
	 	 	An Employee shall become a Participant effective as of the date the Compensation Committee
determines, which date shall be on or after the date his Officers’ Deferred Compensation
Agreement becomes effective.




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ARTICLE IV

DEFINED BENEFIT





	4.1	 	Benefit Amount
	 
	 	 	The Deferred Benefit payable to a Participant under this Plan at his Retirement Date shall
be in the amount as stated in the Officers’ Deferred Compensation Agreement between the
Company and the Participant.
	 
	 	 	In the event a Participant continues employment with the Company after the calendar year in
which his Retirement Date occurs, the Defined Benefit of such Participant shall be increased
by a factor of one-half percent (.50%) per month (or six percent (6%) annually) for each
full calendar month for which the Participant’s employment with the Company continues after
the year in which his Retirement Date occurs. The percentage adjustment will be an add-on
and not a compounded adjustment to the benefit. For example, if a Participant extended his
Retirement Date for six (6) full months after the year in which his Retirement Date occurs,
the Defined Benefit would be increased by three percent (3.00%) (Six (6) multiplied by a
factor of one-half percent (.50%)).
	 
	4.2	 	Payment of Benefit
	 
	 	 	The Defined Benefit payable under this Plan shall be a monthly benefit payable at the time
and in the manner provided under Article VII.





ARTICLE V

VESTING





	5.1	 	Vesting
	 
	 	 	A Participant shall be One Hundred Percent (100%) vested in the present value of his Defined
Benefit at all times to the extent such benefit has been accrued on the books of the Company
as reflected in his Participant’s Liability Account, 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 Defined
Benefits of the Participants under this Plan on the general ledger of the Company. The
Liability Account shall reflect the accrued present value of the Defined Benefit of 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.
	 
	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




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	 	 	liability of the Company for each Participant’s Defined 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
tight to payment shall be based solely upon contractual obligations created by the Plan.
Neither the Company, the Directors, nor any other person shall be deemed to be a trustee of
any amounts to be paid under the Plan.
	 
	6.3	 	Officers’ 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.





ARTICLE VII

PAYMENT OF DEFINED BENEFIT





	7.1	 	Retirement Benefit
	 
	 	 	If a Participant remains in the employment of the Company until his Retirement Date, he
shall be entitled to receive the Defined Benefit as set forth in his Officers’ Deferred
Compensation Agreement commencing on the later of (a) the first day of the year coincident
with or next following the Participant’s actual retirement, or (b) the date stated in the
Officers’ Deferred Compensation Agreement. The Defined Benefit will be payable each month
thereafter for the greater of one hundred twenty months (120) or life.
	 
	7.2	 	Termination of Service Prior to Retirement Date
	 
	 	 	If a Participant voluntarily or involuntarily terminates from the employ of the Company for
reasons other than death or “for cause” as defined in 7.3, prior to his Retirement Date, the
Participant will be entitled to only the present value of his accrued Defined Benefit as
reflected in his Participant’s Liability Account as of the date of such termination. Said
benefit shall be payable in one hundred twenty (120) consecutive monthly 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 for cause, the Participant shall forfeit all benefits under
this Plan and the Officer’s 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 breach of
the Participant of his obligations under any employment agreement between the Company and
the Participant (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
breached his obligations under such agreement, (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




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	 	 	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 employment of the Company and prior to receiving the
first Defined Benefit payment hereunder then the Defined Benefit shall be forfeited and the
Participant’s Beneficiary(ies) shall instead be entitled to receive a pre-retirement death
benefit as set forth in the Officers’ Deferred Compensation Agreement commencing on the
first day of the month coincident with or next following the Participant’s death payable for
two hundred forty consecutive months (240).
	 
	7.5	 	Death During the Benefit Period
	 
	 	 	In the event of the death of a Participant after such Participant has become entitled to
benefit payments under the Plan but before such benefit payments have commenced or after
such payments have commenced but prior to receipt of all monthly payments by the
Participant, the monthly payments, or the remainder thereof, shall be paid to the
Participant’s Beneficiary designated in accordance with the provisions of Section 7.7 at the
same time and in the same manner as said payments would have been made to the Participant.
	 
	7.6	 	Disability Offset
	 
	 	 	If during any month in which the Defined Benefit is payable to a Participant under this
Plan, the Participant receives a disability payment (within the meaning of Treasury
Regulation Section 1 .409A-1(a)(5)) under a long-term disability plan sponsored by the
Company which was established before the Participant became disabled and which covers a
substantial number of service providers of the Company, the Defined Benefit shall be reduced
dollar for dollar by the amount of such disability payment.
	 
	7.7	 	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.
	 
	7.8	 	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.




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	 	 	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.
	 
	7.9	 	Distribution on Change in Control
	 
	 	 	Notwithstanding any other provision of this Plan, in the event of a Change in Control
occurring while a Participant is employed by the Company, the Participant shall be entitled
to a lump-sum payment. The lump-sum payment amount shall be determined by multiplying the
monthly payment amount stated in the Participant’s Officers’ Deferred Compensation Agreement
by one hundred eighty months (180). Said payment shall be made by the Company whether or not
the Participant remains an employee 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 or his Beneficiary under this Plan, upon the occurrence of such a Change in
Control the aggregate sum of any remaining payments due under this Plan 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 monthly payment amount stated in the
Officers’ Deferred Compensation Agreement by one hundred eighty (180) reduced by the number
of payments that have been made to the Participant and Beneficiary(ies) since the
Participant’s Retirement Date. Notwithstanding the preceding, if such payments are being
made on behalf of a Participant, who terminated service prior to his Retirement Date
pursuant to Section 7.2 above, one hundred twenty (120) shall be substituted for one hundred
eighty (180) in the preceding sentence, and if such payments are payments of a death benefit
to a Beneficiary pursuant to Section 7.4 hereof, two hundred forty (240) shall be
substituted for one hundred eighty (180) in the preceding sentence. All payments under this
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/or 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 Employees,
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




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	 	 	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 Officers’
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 Defined 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 Deferred Compensation Agreement which
has the effect of changing the time or manner of the distribution of benefits is subject to
the following provisions:






	 	(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 Officers’ Deferred Compensation Agreement; provided, however, no such termination
shall reduce or effect the amount of the Defined 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 Officers’ Deferred
Compensation Agreement which shall be made as and when otherwise due in accordance with the
provisions thereof and of this Plan.






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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 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.




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	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.
	 
	 	 	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.




10









 











ARTICLE XI

MISCELLANEOUS





	11.1	 	Not Contract of Employment
	 
	 	 	The adoption and maintenance of the Plan shall not be deemed to be a contract between the
Company and any Participant or any person or to be consideration for the employment of any
Participant.
	 
	 	 	Nothing herein contained shall be deemed to give any Participant or any other person the
right to be retained in the employ 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 in the employ of the Company or to restrict a
Participant’s right to terminate his employment 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 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




11









 












	 	 	right of any unsecured general creditor of the Company. No such person shall have nor
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.
	 
	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
thereunder.
	 
	 	 	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.
	 
	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.




12









 











     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	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Benjamin L. Denny	 	 	 	By:  	 	Thomas W. Rogers 	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Title:	 	Pres / CEO 	 	 	 	 	Title:  	 	Chairman 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 	 	 





13









 






FORM OF




 

OFFICERS’ DEFERRED COMPENSATION AGREEMENT



     This Officers’ 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 Salary Continuation Agreement dated __________ between
Ruston Building & Loan Association and __________ (hereinafter referred to as the “Prior
Agreement”).



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



     Effective Date: This Agreement is effective and the Prior Agreement is hereby amended and
restated as of the 1st day of January, 2008.



     Pre-retirement Death Benefit: The Pre-retirement Death Benefit for said Participant under the
Plan will be ____________________ ($_______) payable monthly for two hundred forty (240) months.



     Defined Benefit: The Defined Benefit for said Participant under the Plan will be
___________________________________
 ($_______) payable monthly for the greater of one hundred twenty (120) months
or life.



     Retirement Age: Sixty-Five (65)



     Distribution: The Defined Benefit shall be paid commencing January 1, 2014, or, if later, the
first day of the year coinciding with or immediately following the Participant’s retirement in
accordance with the terms of the Plan.



     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 Defined 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 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	 	 






 









 






FORM OF




 

DESIGNATION OF BENEFICIARY



     To the Compensation Committee:



     Pursuant to the provisions of the Bank of Ruston Officers’ 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 following
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

	 	 
	 	 	 	 





Received and acknowledged by the Compensation Committee this the
______ day of ______, 20__.




	 	 	 	 	 
	 	BANK OF RUSTON

 	 
	 	By: