exv10w4






Exhibit 10.4




BANK OF RUSTON




DIRECTORS’ DEFERRAL INCOME PLAN







 









 








Table of Contents




	 	 	 	 	 	 	 

	ARTICLE I INTRODUCTION	 	 	1	 
	1.1
	 	Adoption of Plan	 	 	1	 
	1.2
	 	Purpose of Plan	 	 	1	 
	1.3
	 	Compliance with ERISA and the Code	 	 	1	 
	1.4
	 	Section 409A of the Code	 	 	1	 
	1.5
	 	Funding	 	 	1	 
	1.6
	 	Effective Date	 	 	1	 
	 
	 	 	 	 	 	 
	ARTICLE II DEFINITIONS AND CONSTRUCTION	 	 	2	 
	2.1
	 	Definitions	 	 	2	 
	2.2
	 	Number and Gender	 	 	4	 
	2.3
	 	Headings	 	 	4	 
	 
	 	 	 	 	 	 
	ARTICLE III PARTICIPATION AND ELIGIBILITY	 	 	4	 
	3.1
	 	Eligibility	 	 	4	 
	3.2
	 	Directors’ Deferred Income Agreement / Deferral Election Form	 	 	4	 
	3.3
	 	Commencement of Participation	 	 	5	 
	 
	 	 	 	 	 	 
	ARTICLE IV COMPENSATION DEFERRALS	 	 	5	 
	4.1
	 	Deferral Election	 	 	5	 
	4.2
	 	Timing of Election	 	 	5	 
	4.3
	 	Continuing Effect	 	 	5	 
	4.4
	 	Nonrevocable	 	 	6	 
	4.5
	 	Compensation Deferrals	 	 	6	 
	 
	 	 	 	 	 	 
	ARTICLE V VESTING	 	 	6	 
	5.1
	 	Vesting	 	 	6	 
	 
	 	 	 	 	 	 
	ARTICLE VI DEFERRAL ACCOUNTS	 	 	6	 
	6.1
	 	Establishing Deferral Accounts	 	 	6	 
	6.2
	 	Adjustments to Deferral Accounts	 	 	6	 
	6.3
	 	Hypothetical Nature of Accounts	 	 	7	 
	6.4
	 	Directors’ Deferral Income Trust	 	 	7	 
	 
	 	 	 	 	 	 
	ARTICLE VII PAYMENT OF DEFERRAL BENEFIT	 	 	7	 
	7.1
	 	Retirement Benefit	 	 	7	 
	7.2
	 	Termination of Service Due to Disability Prior to Retirement Date	 	 	7	 
	7.3
	 	Termination of Service Prior to Retirement Date	 	 	8	 
	7.4
	 	Termination of Service for Cause	 	 	8	 
	7.5
	 	Death Benefit Prior to Retirement Date	 	 	8	 
	7.6
	 	Death After Entitlement to Benefit Payments	 	 	8	 
	7.7
	 	Designation of Beneficiaries	 	 	9	 
	7.8
	 	Unclaimed Benefits	 	 	9	 
	7.9
	 	Hardship Withdrawals	 	 	9	 
	7.10
	 	Distribution on Change in Control	 	 	10	 
	 
	 	 	 	 	 	 
	ARTICLE VIII ADMINISTRATION	 	 	10	 
	8.1
	 	Administrative Committee	 	 	10	 






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	8.2
	 	General Powers of Administration	 	 	11	 
	8.3
	 	Delegation of Powers	 	 	11	 
	8.4
	 	Indemnification of Administrative Committee	 	 	11	 
	 
	 	 	 	 	 	 
	ARTICLE IX AMENDMENT AND TERMINATION	 	 	11	 
	9.1
	 	Amendment	 	 	11	 
	9.2
	 	Changes in Time or Manner of Distribution	 	 	11	 
	9.3
	 	Termination	 	 	12	 
	 
	 	 	 	 	 	 
	ARTICLE X DETERMINATION OF BENEFITS, CLAIMS PROCEDURE	 	 	12	 
	10.1
	 	Claims	 	 	12	 
	10.2
	 	Claim Decision	 	 	12	 
	10.3
	 	Right of Review	 	 	13	 
	10.4
	 	Special Provisions for Claims due to Disability	 	 	13	 
	10.5
	 	Decision on Review	 	 	14	 
	10.6
	 	Preservation of Remedies	 	 	15	 
	 
	 	 	 	 	 	 
	ARTICLE XI MISCELLANEOUS	 	 	15	 
	11.1
	 	Continuation as a Director	 	 	15	 
	11.2
	 	Not Assignability of Benefits	 	 	15	 
	11.3
	 	Withholding	 	 	15	 
	11.4
	 	No Trust Created	 	 	15	 
	11.5
	 	Unsecured General Creditor Status of Director	 	 	15	 
	11.6
	 	Compliance with the Section 409A of the Code	 	 	16	 
	11.7
	 	Severability	 	 	16	 
	11.8
	 	Governing Laws	 	 	16	 
	11.9
	 	Binding Effect	 	 	16	 
	11.10
	 	Entire Agreement	 	 	17	 











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ARTICLE I

INTRODUCTION





	1.1	 	Adoption of Plan
	 
	 	 	Bank of Ruston hereby adopts the Bank of Ruston Directors’ Deferral Income Plan (the “Plan”)
to be administered in accordance with the terms hereof and of the Directors’ Deferral Income
Agreements executed hereunder.
	 
	1.2	 	Purpose of Plan
	 
	 	 	The purpose of the Plan is to provide certain eligible Directors of Bank of Ruston and its
subsidiaries with retirement benefits in addition to those provided by qualified retirement
plans, which are limited due to certain restrictions and limitations in the Code.
	 
	 	 	Any deferred compensation agreement entered into between Bank of Ruston or its subsidiaries
and a Director prior to the Effective Date of this Plan may be amended and/or restated under
the terms hereof as provided in such Directors’ Deferral Income Agreement. In such an event,
the provisions of this Plan and such Directors’ Deferral Income Agreement shall supersede or
govern such prior deferred compensation agreement, but only to the extent provided in such
Directors’ Deferral Income Agreement. All such previous deferred compensation agreements
that are amended or restated hereunder shall be referred to herein individually as the
“Prior Agreement” and collectively as the “Prior Agreements”.
	 
	1.3	 	Compliance with ERISA and the Code
	 
	 	 	The Plan is established and maintained for the benefit of Directors of Bank of Ruston and
its subsidiaries 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.
	 
	1.4	 	Section 409A of the Code
	 
	 	 	This Plan is further intended to comply with Section 409A of the Code and all regulations
and other guidance issued thereunder, including all transition relief available under the
Treasury Regulations and rulings for Section 409A purposes that may be applicable to any
Prior Agreement that is amended and/or restated under this Plan.
	 
	1.5	 	Funding
	 
	 	 	The Plan is unfunded. All benefits will be paid from the general assets of the Company.
	 
	1.6	 	Effective Date
	 
	 	 	The Plan is effective as of January 1, 2008 (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 Bank of Ruston or a subsidiary thereof.




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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)	 	“Administrative Committee” means the members of the Board of Directors of Bank
of Ruston which will 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 7.7 of this Plan.
	 
	 	(c)	 	“Board of Directors” or “Board” means the Board of Directors of the Company.
	 
	 	(d)	 	“Change in Control” means the occurrence, through sale, exchange, merger,
redemption or otherwise of a (i) change in ownership as defined in Treasury Regulation
§1.409A-3(i)(5)(v), (ii) change in effective control as defined in Treasury Regulation
§I.409A-3(i)(5)(vi), or (iii) 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 Administrative Committee to participate in the Plan. 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 a Directors’ Deferral Income
Agreement with one or more of its Directors.
	 
	 	(g)	 	“Compensation” means the total annual fees payable to the Participant by the
Company.
	 
	 	(h)	 	“Deferral”, “Deferral Election” or “Deferral Amount” means the amount of the
Participant’s Compensation that he elects to defer under this Plan.
	 
	 	(i)	 	“Deferral Account” means the hypothetical account established on behalf of each
Participant in accordance with Article VI hereof to record such Participant’s Deferral
Amount and adjustments thereon as provided in Section 6.2.
	 
	 	(j)	 	“Deferral Election Form” means the form established from time to time by the
Administrative Committee, substantially in the form of Exhibit “C,” that a Participant
completes, signs and returns to the Administrative Committee to make Deferrals under
the Plan.
	 
	 	(k)	 	“Director” means each person elected to the Board of Directors of the Company.
	 
	 	(1)	 	“Directors’ Deferral Income Agreement” means the written agreement
substantially in the form as attached hereto as Exhibit “A” as such agreement may be
amended from time to




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	 	 	 	time, entered into between the Company and a Participant which shall set forth the
entire benefit to which the Participant is entitled under the terms of the Plan and
pursuant to which the parties establish certain terms related to the Participant’s
benefit.






	 	(m)	 	“Disability” or “Disabled” means a Participant is, by reason of any medically
determinable physical or mental impairment which can be expected to result in death or
can be expected to last for a continuous period of not less than twelve (12) months
either (a) unable to engage in any substantial gainful activity, or (b) receiving
income replacement benefits for a period of not less than three (3) months under an
accident and health plan covering employees of the Company. A Participant shall be
deemed to be “Disabled” for purposes of this Plan if determined to be totally disabled
by the Social Security Administration or if determined to be disabled in accordance
with a disability insurance program covering Directors of the Company, provided the
definition of disability under such insurance program complies with the definition set
forth herein. The Administrative Committee may require the Participant to submit such
proof as the Administrative Committee determines necessary to support such
determination of Disability. This definition of Disability is intended to have the same
meaning as set forth in and shall be construed in accordance with Section 409A of the
Code and all applicable Treasury Regulations and other guidance promulgated thereunder.
	 
	 	(n)	 	“Effective Date” means the date provided in Section 1.6 above.
	 
	 	(o)	 	“Employee” means any common law employee of the Company.
	 
	 	(p)	 	“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
	 
	 	(q)	 	“Participant” means each Director who has been selected for participation in
the Plan, has elected to make Deferrals under the Plan and has commenced participation
pursuant to Article III.
	 
	 	(r)	 	“Plan” means the Bank of Ruston Directors’ Deferral Income Plan, as amended
from time to time.
	 
	 	(s)	 	“Plan Year” means the twelve consecutive month period commencing January 1st of
each year and ending on December 31st. The initial Plan Year shall be the time period
between the Effective Date hereof and December 31st of the year in which the Plan is
adopted or, in the event of a Prior Agreement that is amended and restated in its
entirety under the provisions of the Plan, the time between the Effective Date of such
Prior Agreement and December 31st of the year in which such Prior Agreement
was entered between the parties.
	 
	 	(t)	 	“Retirement” means a Participant’s Termination of Service as a Director of the
Company (other than due to death) which occurs on or after his Retirement Date.
	 
	 	(u)	 	“Retirement Date” means the last day of the month following the date the
Participant attains the retirement age stated in the Directors’ Deferral Income
Agreement between the Participant and the Company.
	 
	 	(v)	 	“Rollover Amount” means the Participant’s Deferral Account balance representing
the Deferrals previously accrued by the Company for the Participant under the terms of
the Prior Agreement, which may be credited under this Plan as provided in Section 6.1.




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	 	(w)	 	“Termination of Service” means the termination of a Participant’s service as a
member of the Board of Directors for any reason other than death or Disability.






	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 Administrative Committee, in its sole discretion, for participation. The
Administrative Committee shall notify each such Director of his selection for participation
in the Plan. Once a Director becomes a Participant, as provided in Sections 3.2 and 3.3, he
shall remain eligible to continue participation in the Plan for each Plan Year following his
initial year of participation, provided the Participant continues to serve as a Director.
However, a Director shall no longer be eligible to make Deferrals under the Plan once the
distribution of benefits has commenced under the provisions of Article VII hereof even if
the Participant continues to serve as a Director.
	 
	3.2	 	Directors’ Deferral Income Agreement / Deferral Election Form
	 
	 	 	Prior to commencing participation in the Plan, each Director selected for participation
pursuant to Section 3.1 shall enter into a Directors’ Deferral Income Agreement with the
Company. Such agreement shall set forth the entire benefit to which the Participant is
entitled under this Plan, as well as the vesting schedule, if any, and the payment and other
conditions related thereto. The Directors’ Deferral Income Agreement may be amended from
time to time by the signing of a new Agreement by both the Participant and the Company. The
Directors’ Deferral Income Agreement bearing the latest date shall control in determining
the Participant’s benefits under the Plan.
	 
	 	 	Each such Director selected for participation pursuant to Section 3.1, prior to commencing
participation, shall also complete and return to the Administrative Committee an initial
Deferral Election Form pursuant to which he makes an irrevocable Deferral of Compensation
under the Plan. However, if the Director has in place a deferral election under the terms of
a Prior Agreement with the Company for the Plan Year in which the Effective Date of this
Plan occurs, such election shall be deemed timely made for this purpose and shall remain in
force and effect in accordance with its terms.




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	3.3	 	Commencement of Participation
	 
	 	 	A Director shall become a Participant effective as of the date the Administrative Committee
determines, which date shall be on or after the date his Directors’ Deferral Income
Agreement becomes effective and an effective initial Deferral Election has been timely made,
subject to the limitations of Section 409A of the Code.





ARTICLE IV

COMPENSATION DEFERRALS





	4.1	 	Deferral Election
	 
	 	 	In accordance with procedures established by the Administrative Committee, a Participant may
elect to defer the receipt of Compensation which is due to be earned and which would
otherwise be paid to the Participant by the Company, in any fixed dollar amount or
percentage designated by the Participant on a Deferral Election Form.
	 
	4.2	 	Timing of Election
	 
	 	 	Deferral Elections shall be made in accordance with the following provisions:






	 	(a)	 	Annual Deferral. A Deferral Election with respect to Compensation for
services to be performed during a coming Plan Year shall be made during such period as
shall be established by the Administrative Committee, but in no event later than
December 31st of the prior Plan Year.
	 
	 	(b)	 	Initial Election. If a Director first becomes eligible to participate
in the Plan during a Plan Year, such Director may make an initial Deferral Election
within thirty (30) days of becoming eligible to participate. Such election shall be
applicable to defer only the portion of the Participant’s Compensation payable with
respect to services performed after his commencement of participation in the Plan.
Notwithstanding the preceding, however, if the Participant was eligible to participate
in any other plan of the Company required to be aggregated with this Plan for purposes
of Section 409A of the Code, such initial election shall not become effective until the
first day of the Plan Year after the Director becomes eligible for participation in
this Plan.






	4.3	 	Continuing Effect
	 
	 	 	A Participant’s election to defer the receipt of Compensation for any Plan Year shall remain
in effect from Plan Year to Plan Year until changed or revoked by a new Deferred Election
filed with the Administrative Committee. A Participant who does not complete a Deferral
Election Form for a Plan Year pursuant to Section 4.2(a) shall be deemed to have elected to
make the same Deferral hereunder as in effect for the prior Plan Year.
	 
	4.4	 	Nonrevocable
	 
	 	 	The Compensation Deferral amount elected by a Participant or Eligible Director for a Plan
Year may not be changed or revoked by the Participant during such Plan Year.




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	4.5	 	Compensation Deferrals
	 
	 	 	Compensation Deferrals shall be made through, and only through, regular deductions by the
Company from Compensation otherwise payable to the Participant. Compensation Deferrals so
deducted by the Company from the Compensation of a Participant shall be credited to the
Compensation Deferral Account of the Participant.





ARTICLE V

VESTING





	5.1	 	Vesting
	 
	 	 	A Participant shall be one hundred percent (100%) vested at all times in the benefits
attributable to his Deferrals as reflected in his Deferral Account.





ARTICLE VI

DEFERRAL ACCOUNTS





	6.1	 	Establishing Deferral Accounts
	 
	 	 	A Deferral Account shall be established and maintained by the Company as a separate
bookkeeping account in the name of each Participant which shall reflect such Participant’s
benefit under the Plan. The Deferral Account of each Participant shall be credited with his
Deferral Amounts as provided in Section 4.5, and with interest as provided in Section 6.2,
and shall be debited with distributions of benefits to the Participant (or the forfeiture
thereof) pursuant to Article VII hereof. The Deferral Account of each Participant who had
previously entered into a Prior Agreement with the Company that is amended and restated in
its entirety under this Plan as provided in the Directors’ Deferral Income Agreement between
the Participant and the Company shall also be credited with the Rollover Amount. The Company
shall provide to the Participant, within one hundred twenty (120) days following the end of
each Plan Year, a statement setting forth the Participant’s Deferral Account balance as of
the end of such Plan Year.
	 
	6.2	 	Adjustments to Deferral Accounts
	 
	 	 	The Deferral Account of each Participant shall be adjusted as follows:






	 	(a)	 	On the first day of each month, up to and including the first day of the month
on which benefit payments commence under Article VII hereof, Deferral Amounts credited
to a Participant’s Deferral Account will be adjusted (increased or decreased due to
investment gains or losses) annually, or as needed, based on the hypothetical
performance of a group of selected asset funds (hypothetical funds). Prior to
commencing participation in the Plan, each Participant must elect one or more of said
hypothetical funds and may, prior to the last business day of each month, transfer
account balances among said hypothetical funds in accordance with the rules established
by the Administrative Committee by executing the Fund Election/Transfer Form prescribed
by the Administrative Committee, substantially in the form as attached hereto as
Exhibit “D”, and filing the form with the Administrative Committee. The Administrative
Committee may elect to change, add or delete any hypothetical fund as long as each
Participant is given timely notification.




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	 	(b)	 	On the first day of each month after benefit payments commence under the Plan,
Participant’s Deferral Account will no longer be adjusted based on the hypothetical
performance of a group of selected asset funds (hypothetical funds). Interest shall
instead be credited on the remaining balance of the Deferral Account at the annual rate
of five percent (5.00%), compounded monthly.






	6.3	 	Hypothetical Nature of Accounts
	 
	 	 	The Deferral Accounts established under this Article VI shall be hypothetical in nature and
shall be maintained for bookkeeping purposes only to account for the benefits due to the
Participant as a result of his Deferrals under the Plan and the future liability of the
Company for each Participant’s benefit. Neither the Plan nor the Deferral Accounts
established pursuant to this Article shall hold any actual funds or assets. The right of the
Participant or his Beneficiary 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 with respect to a right 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.
	 
	6.4	 	Directors’ Deferral Income 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.





ARTICLE VII

PAYMENT OF DEFERRAL BENEFIT





	7.1	 	Retirement Benefit
	 
	 	 	If a Participant remains in the service of the Company as a Director until his Retirement
Date, upon his Retirement on or after such Retirement Date, he shall be entitled to receive
the balance of his Deferral Account, determined as of the last day of the month preceding
the month of payment, commencing on the first day of the month immediately following the
Participant’s Retirement Date and continuing on the first day of each month thereafter for
the term set forth in the Directors’ Deferral Income Agreement between the Participant and
the Company. Notwithstanding the preceding, a Participant may elect for benefit payments to
commence or be made at a date or in a manner other than as otherwise provided herein in
accordance with the transition relief provided in Section XI. C. of the Proposed Regulations
under Section 409A of the Code and in accordance with the requirements thereof, as extended
through December 31, 2008.
	 
	7.2	 	Termination of Service Due to Disability Prior to Retirement Date
	 
	 	 	If a determination of Disability, as defined herein, is made as to a Participant prior to
his Retirement Date, the Participant will be entitled to the balance of his Deferral
Account, determined as of the date of Participant’s Termination of Service due to
Disability, commencing on the first day of the month immediately following the Participant’s
Termination of Service due to Disability and continuing on the first day of each month
thereafter for the term set forth in the Directors’ Deferral Income Agreement between the
Participant and the Company.




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	7.3	 	Termination of Service Prior to Retirement Date
	 
	 	 	In the event of a Participant’s voluntary or involuntary Termination of Service, with or
without “cause”, prior to his Retirement Date for reasons other than death, Disability or
“for cause” as defined in Section 7.4, the Participant will be entitled to the balance of
his Deferral Account, determined as of the date of such Termination of Service, commencing
on the first day of the month immediately following the Participant’s Retirement Date under
this plan and continuing on the first day of each month thereafter for the term set forth in
the Directors’ Deferral Income Agreement between the Participant and the Company.
	 
	7.4	 	Termination of Service for Cause
	 
	 	 	In the event of a Participant’s Termination of Service “for cause,” the Participant will be
entitled to the balance of his Deferral Account, determined as of the date of such
Termination of Service, payable in a lump-sum payment within thirty (30) days following the
Participant’s Termination of Service.
	 
	 	 	For this purpose, “for cause” shall mean and include (a) the willful and continued breach by
the Participant of his obligations under any service agreement between the Participant and
the Company (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 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.
	 
	7.5	 	Death Benefit Prior to Retirement Date
	 
	 	 	If the Participant dies while in the employment of the Company prior to the commencement of
benefit payments following his Retirement Date, the Participant’s Beneficiary designated in
accordance with the provisions of Section 7.7 will be entitled to the balance of the
Participant’s Deferral Account, determined as of the date of death, commencing on the first
day of the month immediately following the Participant’s death and continuing on the first
day of each month thereafter for the term set forth in the Directors’ Deferral Income
Agreement between the Participant and the Company.
	 
	7.6	 	Death After Entitlement to Benefit Payments
	 
	 	 	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.




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	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 Administrative
Committee, substantially in the form as attached hereto as Exhibit “B”, and filing the form
with the Administrative 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 more
than one Beneficiary is designated, each shall be entitled to an equal share unless
otherwise indicated by the Participant in the Designation of Beneficiary form. If no such
Designation of Beneficiary form is on file with the Administrative Committee at the time of
the death of the Participant or such designation is not effective for any reason as
determined by the Administrative Committee, then the designated Beneficiary or Beneficiaries
to receive such benefit shall be the Participant’s spouse, if any, and if none, the
Participant’s surviving children and the descendants of any deceased child by right of
representation, and if no children or descendants survive, the Participant’s estate.
	 
	7.8	 	Unclaimed Benefits
	 
	 	 	In the case of a benefit payable on behalf of such Participant, if the Administrative
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 Administrative 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.
	 
	7.9	 	Hardship Withdrawals
	 
	 	 	A Participant may apply in writing to the Administrative Committee for, and the
Administrative Committee may permit, a hardship withdrawal of all or any part of a
Participant’s Deferral Account if the Administrative Committee, in its sole discretion,
determines that the Participant has incurred an unforeseeable emergency. For this purpose,
an unforeseeable emergency is a severe financial hardship resulting from a sudden and
unexpected illness or accident of the Participant, the Participant’s spouse, the
Participant’s beneficiary or a dependent (as defined in Section 152(a) of the Code) of the
Participant, loss of the Participant’s property due to casualty, or other similar
extraordinary and unforeseeable circumstances arising as a result of events beyond the
control of the Participant, as determined by the Administrative Committee, in its sole and
absolute discretion, and as defined by Section 409A of the Code and the applicable Treasury
Regulations and other guidance thereunder. The amount that may be withdrawn shall be limited
to the amount reasonably necessary to relieve the hardship or financial emergency upon which
the request is based, plus the federal and state taxes due on the withdrawal, as determined
by the Administrative Committee. In determining the amount reasonably necessary to satisfy
such emergency, the Administrative Committee shall take into account the extent to which
such hardship is or may be relieved through reimbursement or compensation by insurance or
otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of
such assets would not itself cause severe hardship). The Administrative Committee may
require a Participant who requests a hardship withdrawal to submit such evidence as the
Administrative Committee, in its sole discretion, deems necessary or appropriate to
substantiate the circumstances upon which the request is based.




9









 












	7.10	 	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 serving as a Director, and if, as a result of such Change
in Control, a Participant’s services are voluntarily or involuntarily terminated for any
reason other than due to death or Disability, such Participant shall be entitled to
distribution of his Deferral Account balance determined as of the date of his Termination of
Service. Payment of such benefit shall be made in a lump-sum payment.
	 
	 	 	In addition, upon a Change in Control, the then remaining balance of the Deferral Account,
if any, of each Participant, or his Beneficiary, who has become entitled to and/or who is
receiving benefits under the provisions hereof, shall be paid in a lump-sum to the
Participant or Beneficiary.
	 
	 	 	Lump-sum payments upon such a Change in Control shall be made as soon as practicable, but in
no event later than thirty (30) days, following the Change in Control. Such payment shall be
in full discharge of all of the Company’s obligations to the Participant and/or his
Beneficiary under this Plan.





ARTICLE VIII

ADMINISTRATION





	8.1	 	Administrative Committee
	 
	 	 	The Plan shall be administered by the Administrative Committee. The Administrative Committee
shall consist of such members of the Board of Directors of Bank of Ruston and/or its
subsidiaries and such additional individuals who are not required to be members of the
Board, as the Board of Directors of Bank of Ruston, in its discretion, shall from time to
time determine. All acts of the Administrative Committee shall be by majority vote of the
members thereof; provided, however, no member of the Administrative Committee shall be
eligible to vote on any matter related to his participation in or benefits under the Plan.
No member of the Administrative Committee shall he personally liable for any actions taken
by the Administrative Committee unless the member’s action involves willful misconduct.
	 
	8.2	 	General Powers of Administration
	 
	 	 	The Administrative Committee shall be responsible for the general operation and
administration of the Plan and for carrying out the provisions thereof. The Administrative
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
Administrative 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 Directors,
Participants and Beneficiaries. The Administrative Committee may exercise the powers hereby
granted in its sole and absolute discretion.
	 
	8.3	 	Delegation of Powers
	 
	 	 	The Administrative 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.




10









 












	8.4	 	Indemnification of Administrative Committee
	 
	 	 	The Company shall indemnify, hold harmless, and defend the members of the Administrative
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’
Deferral Income 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 benefits 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 Directors’ Deferral Income 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 will be allowed that would have the effect of accelerating the time
or schedule of any payment of a Participant’s benefit hereunder, except as may be
specifically permitted by Treasury Regulations under Section 409A of the Code.
	 
	 	(b)	 	In the case of a payment at a specified time or pursuant to a fixed schedule,
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’ Deferral Income Agreement; provided, however, no such termination
shall reduce or effect the amount of the benefits accrued to the benefit of the Participant
as of the date of such termination without the Participant’s consent. Except as provided in
the following sentence, no such termination shall effect the time or manner of the payment
of benefits under the Plan or any Directors’ Deferral Income Agreement which shall be made
as and when otherwise due and permitted 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 permitted




11









 






	 	 	under and in accordance with the requirements and limitations set forth in the Treasury
Regulations Section 1.409A-3(j)(4)(ix) if such termination of the Plan occurs (a) in
connection with a Change in Control, (b) upon the Company’s dissolution or the approval of a
bankruptcy court, or (c) 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
	 
	 	 	A person who believes that he or she is being denied a benefit to which he or she is
entitled under this Agreement or his or her duly authorized representative (the “claimant”)
may file a written request for such benefit with the Company, setting forth his or her
claim. The Company shall make all determinations as to the right of any person to a benefit
hereunder.
	 
	10.2	 	Claim Decision
	 
	 	 	If the claim is wholly or partially denied, the Company 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 (a) specify the reason for the
denial; (b) reference the provisions of this Plan on which the denial is based; (c) describe
the additional material or information, if any, necessary for the claimant to receive
benefits and explain why such information is necessary; and (d) indicate the steps to be
taken by the claimant if a review of the denial is desired, including the time limits
applicable thereto. In addition, a notice of adverse benefit determination with regard to a
claim based on a Participant’s Disability shall indicate the internal rule, guideline,
protocol or other criterion relied upon in making the adverse determination, if any, or a
statement that such a rule, guideline, protocol or criterion was relied upon in making the
adverse determination and that a copy thereof will be provided free of charge to the
claimant upon request. 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 Company. 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 Company expects to render
the final decision.
	 
	 	 	In the event a claim for benefits is submitted due to a Disability, the time limits set
forth in this paragraph for providing notice of a denied claim shall apply in lieu of the
limits set forth in the preceding paragraph. The Company shall notify the claimant of the
adverse benefit determination with regard to a claim due to Disability no later than
forty-five (45) days after receipt of the claim. This period may be extended by the Company
for up to thirty (30) days if the Company determines that such an extension is necessary due
to matters beyond the control of the Plan. The claimant must be notified prior to the
expiration of the initial forty-five (45) day period of the circumstances requiring the
extension of time and a date by which the Company expects to render a decision. If, prior to
the end of the first thirty (30) day extension period, the Company determines that, due to
matters beyond the control of the Plan, a decision cannot be rendered within that extension
period, the period for making the determination may be extended for up to an additional
thirty (30) days. The claimant must first be notified, prior to the expiration of the first
thirty (30) day extension period, of the circumstances requiring the extension and the date
as of which the Company expects to render a decision. The notice of extension shall
specifically




12









 






	 	 	explain the standards on which entitlement to a benefit is based, the unresolved issues that
prevent a decision on the claim, and the additional information needed to resolve those
issues. The claimant shall be afforded at least forty-five (45) days within which to provide
the specified information.






	 	 	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.
	 
	10.3	 	Right of Review
	 
	 	 	If a claim is denied and a review is desired, the claimant shall notify the Company in
writing within sixty (60) days (one hundred eighty (180) days if the claim for benefits is
due to a Participant’s Disability) 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 Company 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.
	 
	10.4	 	Special Provisions for Claims due to Disability
	 
	 	 	In addition to the above, in the event of a claim due to a Participant’s Disability, the
following shall apply with regard to the review of an adverse benefit determination:






	 	(a)	 	Such review will not afford deference to the initial adverse benefit
determination and will be conducted by a reviewer or committee appointed by the
Company, which is an appropriate named fiduciary of the Plan and which shall neither be
the individual who made the adverse benefit determination that is the subject of the
appeal nor the subordinate of such individual (in the event an individual making the
initial adverse benefit determination is a member of the review committee, he shall not
participate in the committee’s review of the appeal).
	 
	 	(b)	 	In the case of an appeal of an adverse benefit determination that is based in
whole or in part on a medical judgment, the reviewer or committee shall consult with a
healthcare professional that has appropriate training and experience in the field of
medicine involved in the medical judgment. The healthcare professional engaged for this
purpose shall be an individual who is neither an individual who was consulted in
connection with the adverse benefit determination that is the subject of the appeal,
nor the subordinate of any such individual.
	 
	 	(c)	 	Each claimant will be provided with the identity of the medical or vocational
experts whose advice was obtained on behalf of the Plan in connection with the adverse
benefit determination, without regard to whether the advice was relied upon in making
the benefit determination.




13









 












	10.5	 	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 (forty-five (45) days if the
claim is due to a Participant’s Disability) 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 (ninety (90) days if the claim is due to a Participant’s Disability) from the
date the request for review is received by the Company. Written notice of the extension of
time shall be delivered or mailed within sixty (60) days (forty-five (45) days if the claim
is due to a Participant’s Disability) after receipt of the request for review, indicating
the special circumstances requiring an extension and the date by which the Company expects
to render a determination.
	 
	 	 	Notwithstanding the preceding, if the Company (or the appropriate fiduciary designated by
the Company), 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 Company’s receipt of the request for review. If such an extension is required,
the Company 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 Company 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 provision of this paragraph shall not apply with regard to claims
based on a Participant’s Disability, and the time limitations set forth in the preceding
paragraph with regard to claims based on a Participant’s Disability shall apply to such
claim in all events.
	 
	 	 	The Company 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 (a) specify the reason or reasons for the adverse
determination; (b) reference the specific provisions of this Plan on which the benefit
determination is based; and (c) 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 (a) was relied upon in making the benefit determination, (b) was
submitted, considered, or generated in the course of making the benefit determination,
whether or not actually relied upon in making the determination; or (c) demonstrates
compliance with the administrative processes and safeguards of this claims procedure.
	 
	10.6	 	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.




14









 











ARTICLE XI

MISCELLANEOUS





	11.1	 	Continuation as a Director
	 
	 	 	The adoption and maintenance of the Plan shall not be deemed to give any Participant the
right to be retained as a Director of the Company nor shall the Plan be deemed to give the
Company the right to require a Participant to remain on the Board of Directors of the
Company or to restrict a Participant’s right to resign from the Board of Directors at any
time.
	 
	11.2	 	Non-Assignability of Benefits
	 
	 	 	No Participant, Beneficiary or distributee of benefits under the Plan 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 or other distributee 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 such Participant, Beneficiary or
any other person entitled to benefits hereunder.
	 
	11.3	 	Withholding
	 
	 	 	No deferral or payments hereunder shall be subject to withholding tax or other employment
tax by the Company under any local, state or federal law. Participant shall be responsible
for all taxes imposed by any local, state or federal taxing authority on the benefits 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 Participant and the Company, his Beneficiary or any other person.
	 
	11.5	 	Unsecured General Creditor Status of Director
	 
	 	 	The payments to a Participant, his Beneficiary or any other distributee under this Plan
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 any Participant, Beneficiary or any other person 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 nor acquire any
legal or equitable right, interest or claim in or to any property or assets of the Company.
	 
	 	 	In the event that, in its discretion, the Company purchases an insurance policy or policies
insuring the life of a Participant (or any other property) to allow the Company to recover
the cost of providing the benefits, in whole, or in part, hereunder, neither the
Participant, his Beneficiary or any other person shall have nor acquire any rights
whatsoever therein or in the proceeds therefrom. The Company shall be the sole owner and
beneficiary of any such policy or policies




15









 






	 	 	and, as such, shall possess and, may exercise all incidents of ownership therein. No such
policy, policies or other property shall be held in any trust, other than a trust
established as described in Section 6.4, for a Participant, Beneficiary or other distributee
or held as collateral security for any obligation of the Company hereunder.






	11.6	 	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 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.
	 
	11.7	 	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.
	 
	11.8	 	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.
	 
	11.9	 	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.
	 
	11.10	 	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.




16









 











     IN
WITNESS WHEREOF, the Company has caused this Plan to be properly
executed on the
18th day
of November, 2008.



	 	 	 	 	 	 	 	 	 	 	 	 	 

	ATTEST:	 	 	 	BANK OF RUSTON	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	/s/ G. Randall Allison	 	 	 	By:  	 	/s/ Benjamin L. Denny 	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Title:	 	Vice President 	 	 	 	 	Title:  	 	Pres/CEO 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 	 	 











17









 








FORM OF

PARTICIPANTS NAME

DIRECTORS’ DEFERRAL INCOME AGREEMENT




     Pursuant to the provisions of the Bank of Ruston Directors’ Deferral Income Plan (the “Plan”)
and in accordance with Section 3.2 of the Plan, this Directors’ Deferral Income Agreement (the
“Agreement”) is entered into by and between Bank of Ruston (the “Company”) and Participants Name
(the “Participant”).



     The Company and the Participant hereby agree as follows as to the Participant’s benefits under
the Plan:



     Effective Date: This Agreement is effective as of the       day of                     , 20   . The
Participant’s initial Effective Date of participation in the Plan is the       day of
                    ,      .



     Deferral Election: Participant elects to participate in the Plan by a Deferral of Compensation
in accordance with the terms of the Plan. Participant acknowledges that he shall not become a
Participant unless and until a Deferral Election Form is timely filed with the Administrative
Committee setting forth his initial Deferral Amount under the Plan. [However, if the Participant
has in effect a deferral election under the Prior Agreement with the Company for the current Plan
Year, said deferral election shall remain in effect in accordance with its terms and an election
will not be required for the Plan Year in which this Agreement is entered.]



     Deferral Account: The Participant’s Deferrals shall be credited to a Deferral Account, which
shall be credited with interest and otherwise adjusted from time to time as provided in the Plan.
The benefits to which the Participant shall be entitled under the terms of the Plan shall be equal
to the balance of his Deferral Account determined as of the applicable date set forth under the
terms of the Plan for payment in the event of Retirement, death, Disability or Termination of
Service.



     Retirement Age:                                          (   )



     Distribution/Term: The Deferral Account balance shall be payable monthly for a term of
                     (   ) equal, consecutive monthly installments commencing on the applicable date set
forth under the terms of the Plan following the Participant’s Retirement, death, Disability or
voluntary or involuntary Termination of Service.



     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 benefits
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 Participant and the



Exhibit “A”









 




Company. 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

	 	PARTICIPANTS NAME
	 
	 	 	 	 
	By:

	 	 

	 	 

	 
	 	 	 	 
	 

	 	 	 	 

	 

	 	 	 	Social Security Number
	 
	 	 	 	 
	 

	 	 	 	 

	 

	 	 	 	Address
	 
	 	 	 	 
	 

	 	 	 	 

	 

	 	 	 	City/State/Zip











Exhibit “A”









 








FORM OF

PARTICIPANTS NAME

DESIGNATION OF BENEFICIARY




     To the Administrative Committee:



     Pursuant to the provisions of the Bank of Ruston Directors’ Deferred Income Plan (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
rata to the remaining primary Beneficiary 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 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. 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 Administrative.




	 	 	 	 	 	 	 

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	DATE

	 	 
	 	PARTICIPANTS NAME	 	 






Received and acknowledged by the Administrative Committee this the       day of
                    , 20   .




	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	 	 
	 	 	 	 
	 








Exhibit “B”









 








FORM OF

Bank of Ruston Directors’ Deferral Income Plan

Participant Deferral Election Form




For Plan Year Beginning January 1,                                         




	I.	 	Personal Information Print Please





	 	 	 	 	 	 	 

	Mr,/Mrs/Ms./       First Name

	 	Middle
	 	Last Name	 	 
	Home Address

	 	City
	 	State
	 	Zip
	Home Phone

	 	Business Phone	 	 	 	 
	Social Security Number

	 	Date of Birth	 	 	 	 







	II.	 	Contribution Deferral Election
	 
	 	 	I hereby elect to defer the following amount for the Plan Year noted above:
	 
	 	 	$                     of my Director’s Fees and/or Bonus for the Plan Year.
	 
	 	 	OR

	 
	 	 	                    % of my Director’s Fees and/or Bonus for the Plan Year.
	 
	NOTE: 	 	 The starting date for your deferrals will be January 1st of the Plan Year noted above. This Deferral Election
Form must be completed by the Participant and received by the Administrative Committee no later than December 31st the
year preceding the year for which this election is to be effective. Forms received after that date shall be void and of
no effect.
	 
	III.	 	PARTICIPANT ACKNOWLEDGMENTS
	 
	 	 	I acknowledge that the Deferral election in Part II above is irrevocable and may not be
changed or revoked during the Plan Year for which it is effective.
	 
	 	 	I further acknowledge and understand that this Deferral election shall stay in effect from
Plan Year to Plan Year until changed or revoked by me by completing a new Deferral Election
Form for a subsequent Plan Year and filing it with the Administrative Committee.





	 	 	 

	 


	 	 

	DATE

	 	PARTICIPANTS NAME







	 	 	Received and acknowledged by the Administrative Committee this the       day of
                    20   .





	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	 	 
	 	 	 	 
	 








Exhibit “C”









 








FORM OF

Bank of Ruston Directors’ Deferral Income Plan

Participant Fund Election/Transfer Form





	I.	 	Personal Information Print Please





	 	 	 	 	 	 	 

	Mr,/Mrs/Ms./       First Name

	 	Middle
	 	Last Name	 	 
	Home Address

	 	City
	 	State
	 	Zip
	Home Phone

	 	Business Phone	 	 	 	 
	Social Security Number

	 	Date of Birth	 	 	 	 







	II.	 	Fund Election — New Deferral Funds Only





     The following percentages must be in whole numbers and add up to 100%



	 	 	 	 	 	 	 
	 	 	% to	 	 	 	% to
	Allocation Class	 	Allocate	 	Allocation Class	 	Allocate
	 
	 	 	 	 	 	 
	Money Market Fund

	 	 

	 	Index Fund	 	 
	Conservative Fund

	 	 

	 	Growth and Income Fund	 	 
	Balanced Fund

	 	 

	 	Growth Fund	 	 







	III.	 	Fund Transfer — Existing Deferral Funds Only






	 	 	Total percentage transfers to the Funds(s) must equal 100%.





	 	 	 	 	 	 	 
	 	 	$ or %	 	 	 	$ or %
	Current Allocation Class	 	to Transfer	 	New Allocation Class	 	to Allocate
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 






			
	NOTE:	 	FUND ELECTIONS ANO OR FUND TRANSFERS ARE ALLOWED ONCE EACH MONTH. COMPL.ETED FORMS ARE
DUE NO LATER THAN THE LAST BUSINESS DAY OF EACH MONTH AND WILL BE PROCESSED AS SOON AS
REASONABLY POSSIBLE THEREAFTER.



Received and acknowledged by the Administrative Committee this the ____ day of
___________20__.





	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	 	 
	 	 	 	 
	 




Exhibit “D”