Exhibit 10.12


 





EUREKA
HOMESTEAD


DEFERRED
COMPENSATION PLAN AGREEMENT


 


THIS
AGREEMENT, made and entered into as of the 31st day of December, 2003, and amended this 17th day of May, 2005, between Eureka Homestead,
a federally-chartered savings and loan association, with principal offices and place of business in the State of Louisiana (hereinafter
referred to as the "Company"), and ALAN T. HEINTZEN, an individual residing in the State of Louisiana (hereinafter referred
to as the “Employee”).


 


WHEREAS,
the Company, through action of the Board of Directors on December 19, 2000, and again on December 16, 2003, is willing to provide
compensation to the Employee on a deferred basis, and the parties hereto wish to provide the terms and conditions upon which the
Company shall pay such deferred compensation to the Employee or his designated beneficiary, and the parties intend this Agreement
to be considered an unfunded arrangement, maintained primarily to provide deferred compensation benefits for the Employee,


 


NOW,
THEREFORE, in consideration of the premises and of the.mutual
promises herein contained, the parties hereto agree as follows:


 


		1.	DEFINITION OF
                                         TERMS Certain words and phrases are defined when first used in later paragraphs of
                                         this Agreement. In addition, the following words and phrases when used herein, unless
                                         the context clearly requires otherwise, shall have the following respective meanings:



 


		a.	Accrued Benefit: The sum of all Deferred Amounts credited to the Employee's Retirement
Account and due and owing to the Employee or his beneficiaries and pursuant to this Agreement, together with Additions thereto
calculated as set forth in paragraph [4] hereof, minus any distributions hereunder.



 


		b.	Code: The Internal Revenue Code of 1986, as amended or as it may be amended from time
to time.



 


		c.	Salary: Base salary of the Employee paid or accrued by the Corporation, exclusive of year-end
bonuses and Accrued Benefits.



 


		d.	Effective Date: January 1, 2004.



 


		e.	Election of Hypothetical Investment: A written notice filed by the Employee with the
Chief Financial Officer of the Company in substantially the form attached hereto as Exhibit A, specifying the hypothetical investment.



 


		f.	Normal Retirement Date: The date the Employee attains 65 years of age.



 


		g.	Notice of Discontinuance: A written notice filed by the Employee with the Chief Financial
Officer of the Company requesting discontinuance of the deferral of the Employee's Compensation and/or bonuses.



 




     


     


    

 


		h.	Retirement Account: Book Entries: Entries maintained by the Company reflecting Deferred
Amounts and additions thereon; provided, however, that the existence of such book entries and the Retirement Account shall not
create and shall not be deemed to create a trust of any kind, or a fiduciary relationship between the Company and the Employee,
his designated beneficiary, or other beneficiaries under this Agreement.



 


		i.	Vested Deferred Amounts: The Employee shall vest in annual deferrals and increases immediately
from the date of each annual award.



 


		j.	Change of Control Event: The merger
or consolidation into or with another company, or reorganization, or sale of substantially all of the Company’s assets to
another company, which company survives Eureka.



 


		2.	DEFERRED COMPENSATION Commencing on the Effective Date, and continuing through the date on which the Employee's
                                         employment terminates because of his death, retirement, disability, or any other cause,
                                         the Employee and the Company agree that the Employee shall be entitled to receive credit
                                         for a deferral into his Retirement Account. The amount of such deferral shall be determined
                                         by the employee via election made not later than the close of the preceding taxable year
                                         or at such other time as provided by regulation.



 


		3.	ADDITIONS TO
                                         DEFERRED AMOUNTS The Company hereby agrees that it will credit Deferred Amounts in
                                         the Employee's Retirement Account with additions thereon ("Additions") from
                                         and after the dates Deferred Amounts are credited to the Retirement Account. Additions
                                         shall be calculated at a rate computed as if Deferred Amounts had been invested in investments
                                         designated in accordance with the Employee's Election of Hypothetical Investment. For
                                         purposes of computing Additions, Deferral Amounts in the Retirement Account shall be
                                         assumed to have been invested on each date a Deferred Amount is credited to the Employee's
                                         Retirement Account, at the net asset value of the investments chosen on the Election
                                         of Hypothetical Investment on such date or the first business day thereafter, as quoted
                                         in the Wall Street Journal, or, in the absence of quotation therein, in a similar publication,
                                         if applicable. Additions shall be computed as if all dividends paid on the investments
                                         were reinvested in whole and fractional shares on the date paid.



 


		4	RETIREMENT BENEFIT The
Company agrees that, from and after the retirement of the Employee from the service of the Company upon reaching his Normal Retirement
Date, the Company shall thereafter pay to the Employee the Employee's entire Accrued Benefit, payable in equal monthly installments
for a period of one hundred and twenty months (120) months, commencing with the first day of the first month following the Employee's
retirement; provided, however, that the Employee at his sole option may make one (1) election prior to the time benefit payments
begin to receive the Accrued Benefit in his Retirement Account in equal monthly installment payments over a shorter period, to
be designated
by him in writing, than would otherwise apply, or in a single payment. The election referred to in the preceding sentence must
be made at least fifteen (15) days prior to the date benefit payments begin and shall be irrevocable. In the event of such election
by the Employee, the first designated monthly installment payment or the single payment, whichever applies shall be due arid payable
on the first day of the first month following the Employee's filing of an effective written election to accelerate benefits. Monthly
installment payments, if applicable, shall continue monthly thereafter, for the period designated by the Employee.



 




     


     


    

 


		5.	DISABILITY
                                         BENEFIT The Employee shall be entitled to receive
                                         payment of his entire Accrued Benefit hereunder prior to his Normal Retirement Date in
                                         any case in which it is determined by a duly licensed
                                         physician selected by the Company that, because of ill health, accident, disability or
                                         general inability because of age, the employee is no longer able, properly and satisfactorily,
                                         to engage in any substantial gainful activity by reason of any medically determinable
                                         physical or mental impairment which can be expected to result in death or can be expected
                                         to last not less than twelve months, or if the Employee 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 months, receiving
                                         income replacement benefits for a period of not less than three months under an accident
                                         and health plan covering employees of the Company. The Disability Benefit payable under
                                         this paragraph [5] shall be distributed in accordance with the provisions of paragraph
                                         [4] as if the Employee had retired on the date of the physician's disability determination.



 


		6.	DEATH
                                         BENEFIT If the Employee dies while employed by the Company,
                                         the Company shall pay to the Employee's beneficiary a death benefit of all sums due under
                                         the Accrued Benefit in a lump sum within ninety (90) days of the Employee's death. If
                                         the Employee dies after any benefit payments under his Agreement have begun, the Company
                                         shall pay all remaining benefits to the Employee's beneficiary in a lump sum within ninety
                                         (90) days of the death of the Employee. If the Employee dies while disabled or otherwise
                                         not in the employ the Company, the Company shall pay all unpaid Accrued Benefits to the
                                         Employee's beneficiary in a lump sum within ninety (90) days of the date of death of
                                         the Employee.



 


		7.	TERMINATION BENEFIT
                                         In the event of the Employee's termination of employment with the Company before
                                         his Normal Retirement Date for any reason, other than his disability, retirement, or
                                         his death, the Company shall pay to the Employee a single sum equal to the Employee's
                                         entire Accrued Benefit, payable on the first day of the sixth month following the termination
                                         of the Employee's employment with the Company.



 


		8.	HARDSHIP
                                         BENEFIT
                                         In the event the Employee suffers an unforeseeable
                                         emergency, meaning a severe financial hardship to the Employee resulting from an illness
                                         or accident of the Employee, the Employee's spouse or a dependent, loss of the Employee's
                                         property due to casualty, or other similar extraordinary and unforeseeable circumstances
                                         arising as a result of events beyond the control of the Employee, the Company shall
                                         pay to the Employee up to the Employee's entire Accrued Benefit, provided that amounts
                                         distributed with respect to an emergency do not exceed the amounts necessary to satisfy
                                         such emergency plus amounts necessary to pay taxes reasonably anticipated as a result
                                         of the distribution(s), after taking 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 that such liquidation would
                                         not itself cause severe financial hardship.



 




     


     


    

  


		9.	CHANGE OF CONTROL
                                         BENEFIT In the event the Company experiences a change of control as identified in
                                         Internal Revenue Service regulations, the Company shall pay to the Employee a single
                                         sum equal to the Employee's entire Accrued Benefit, payable on the first day of the sixth
                                         month following the Change of Control event.



 


		10.	BENEFICIARY
                                         DESIGNATION
                                         The Employee shall have the right, at any time,
                                         to submit in substantially the form attached hereto as Exhibit B, a written designation
                                         of primary and secondary beneficiaries to whom payment under this Agreement shall be
                                         made in the event of his death prior to complete distribution of the benefits due and
                                         payable under the Agreement. Each beneficiary designation shall become effective only
                                         when receipt thereof is acknowledged in writing by the Company.



 


		11.	NO
                                         TRUST CREATED
                                         Nothing contained in this Agreement, and no action
                                         taken pursuant to its provision by either party hereto shall create, or be construed
                                         to create, a trust of any kind, or a fiduciary relationship between the Company and the
                                         Employee, his designated beneficiary, other beneficiaries of the Employee or any other
                                         person.



 


		12.	BENEFITS
                                         PAYABLE ONLY FROM GENERAL CORPORATE ASSETS:
                                         UNSECURED GENERAL CREDITOR STATUS OF EMPLOYEE
                                         The payments to the Employee or his designated beneficiary or any other beneficiary 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 any interest in any
                                         such assets by virtue of the provision of the Agreement. The Company's obligation hereunder
                                         shall be unfounded and unsecured promise to pay money in the future. To the extent that
                                         any 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 require any legal of equitable right, interest
                                         or claim in to any property of assets of the Company.



 


		13.	NO
                                         CONTRACT
                                         OF EMPLOYMENT
                                         Nothing contained herein shall be construed to
                                         be a contract of employment for any term of years, nor as conferring upon the Employee
                                         the right to continue to be employed by the Company in his present capacity, or in any
                                         capacity. It is expressly understood by the parties hereto that this Agreement relates
                                         to the payment of deferred compensation for the Employee's services, payable after termination
                                         of his employment with the Company, and is not intended to be an employment contract.



  


		14.	BENEFITS
                                         NOT TRANSFERABLE
                                         Neither the Employee, his designated beneficiary
                                         nor any other beneficiary under this Agreement shall have any power or right to transfer,
                                         assign, anticipate, hypothecate or otherwise encumber any part or all of the amounts
                                         payable hereunder.
                                         No such amounts shall be subject
                                         to seizure by any creditor
                                         of any such beneficiary,
                                         by a proceeding at law or in equity,
                                         nor shall such amounts
                                         be transferable by operation of law in the event of bankruptcy, insolvency or death of
                                         the Employee, his designated beneficiary, or
                                         any other beneficiary hereunder. Any such attempted assignment or transfer shall be void.



 


		15.	AMENDMENT
                                         This
                                         Agreement
                                         may not be
                                         amended, altered
                                         or modified,
                                         except by a written
                                         instrument
                                         signed
                                         by the parties
                                         hereto,
                                         or their respective
                                         successors, and
                                         may not be otherwise
                                         terminated
                                         except as provided
                                         herein.



 


		16.	INUREMENT
                                         This Agreement shall be binding upon and inure
                                         to the benefit of the Company and its successors and assigns, and the Employee, his successors,
                                         heirs, executors, administrators and beneficiaries.



 


		17.	NOTICE
                                         Any notice, consent or demand required or permitted to be given under the provisions
                                         of this Agreement shall be in writing, and shall be signed by the party giving or make
                                         the same. If such notice, consent or demand is mailed to a party hereto, it shall be
                                         sent by United
                                         States certified
                                         mail, postage
                                         prepaid,
                                         addressed
                                         to such party's last known
                                         address
                                         as shown
                                         on the
                                         records of the
                                         Company. The
                                         date of such
                                         mailing shall be deemed
                                         the date
                                         of notice,
                                         consent
                                         or demand. Either party may change the address to
                                         which notice is to be sent by giving notice of the change of address in the manner aforesaid.



 


		18.	GOVERNING
                                         LAW
                                         This Agreement, and the rights
                                         of the parties hereunder, shall be governed by and construed in accordance with the laws
                                         of the State of Louisiana.



 


IN WITNESS
WHEREOF, the parties have signed this Agreement.


 


EUREKA HOMESTEAD


 


FOR THE BOARD OF DIRECTORS:


 


 


	 	By:	/s/ Robert M. Shofstahl	 	/s/ Alan T. Heintzen	 
	 	 	Robert M. Shofstahl	 	Alan T. Heintzen	 
	 	 	Chairman	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	By:	/s/ Philip E. James, Jr.	 	 	 
	 	 	Philip E. James, Jr.	 	 	 
	 	 	Secretary to the Board	 	 	 




 




     


     


    

  


 


Amendment


 


Eureka
Homestead


Deferred
Compensation Plan Agreement


 


The Eureka
Homestead Deferred Compensation Plan Agreement (Plan) is hereby amended as of this day, December 16, 2008, as follows:


 


		A.	Payments due to the Executive under this Plan will be deferred for six months following the Plan
payment date for the permissible distribution event of separation from service due to resignation, termination, retirement, or
disability. The schedule of payments of death benefits due to the Executive's beneficiaries is not hereby amended.



 


		B.	Payment of any benefit under the Disability Benefit section of the Plan is contingent upon either:
a) the Executive being unable to engage in any substantial gainful activity by reason of any medically determinable physical or
mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12
months, or b) the Executive, by reason of any medically determinable physical or mental impairment that can be expected to result
in death or can be expected to last for a continuous period of not less than 12 months, and is receiving income replacement benefits
for a period of not less than three months under an accident and health plan provided by Eureka Homestead.



 


		C.	Payment of any benefit under the Hardship Benefit section of this plan may be made only as a result
of: a) a severe financial hardship of the Executive resulting from an illness or accident to the Executive, his spouse, beneficiary,
or dependent; b) the loss of the Executive's primary residence or similar loss due to casualty; or c) other similar extraordinary
and unforeseeable circumstances arising as a result of events beyond the control of the Executive, as exemplified in and limited
by the IRS regulations.



 


		D.	All deferral elections and timing of payment elections with respect to amounts deferred under the
arrangement are irrevocable and are governed by IRS regulations.



 


		E.	The undersigned Executive is a "key employee" and makes the sole decision to voluntarily
defer part of his income via the Plan.



 


It
is the intent hereof to fully comply with the mandate and intent of IRC Section 409(a) and this amendment has been drafted to effect
such modifications and restrictions; however, if through inadvertence a pertinent part of Section 409(a) has not been specifically
incorporated herein, where applicable, then same is incorporated by reference and shall govern.


 


	EXECUTIVE	 	COMPANY: EUREKA HOMESTEAD	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	/s/ Alan T. Heintzen	 	By:	Robert M. Shofstahl	 	/s/ Philip E. James, Jr.	 
	Alan T. Heintzen	 	 	Robert M. Shofstahl	 	Philip E. James, Jr.	 
	 	 	 	Chairman of the Board	 	Secretary of the Board	 




 




     


     


    

  





CORRECTIVE
AMENDMENT TO THE


EUREKA HOMESTEAD


DEFERRED COMPENSATION
PLAN AGREEMENT


 


THIS
CORRECTIVE AMENDMENT (the "Amendment") is adopted this 31st day of October, 2017, by Eureka Homestead (the "Company")
and Alan T. Heintzen (the "Employee").


 


WHEREAS,
the Company and the Employee entered into an Deferred Compensation Plan Agreement effective December 31, 2003 (as amended, the
 "Agreement"), to provide deferred compensation benefits to the Employee; and


 


WHEREAS,
the Agreement is a nonqualified deferred compensation plan as that term is used in Code Section 409A; and


 


WHEREAS,
the Company and the Employee have identified a provision in the Agreement that fails to comply with Code Section 409A that was
unintentionally and inadvertently not amended earlier; and


 


WHEREAS,
on January 5, 2010, the IRS issued Notice 2010-6, establishing a document correction program for certain eligible failures of deferred
compensation plans to meet the written document requirements of Code Section 409A and the final regulations; and


 


WHEREAS,
the noncompliant provision of the Agreement is an eligible document failure under Notice 2010-6; and


 


WHEREAS,
the Company and the Employee now wish to correct all document failures in the Agreement in accordance with Notice 2010-6;


 


NOW, THEREFORE,theCompany
and the Employee adopt the following amendments to the Agreement:


 


Section
1.j. of the Agreement shall be deleted in its entirety and replaced by the following:


 


j.       Change
of Control: A change in the ownership or effective control of the Company, or in the ownership of a substantial portion of
the assets of the Company, as such change is defined in Code Section 409A and regulations thereunder.


 


k.       Separation
from Service: A termination of the Employee's employment with the Company and its Affiliates for reasons other than death or
disability. A Separation from Service may occur as of a specified date for purposes of the Agreement even if the Employee continues
to provide some services for the Company or its affiliates after that date, provided that the facts and circumstances indicate
that the Company and the Employee reasonably anticipated at that date that either no further services would be performed after
that date, or that the level of bona fide services the Employee
would perform after such date (whether as an employee or as an independent contractor) would permanently decrease to no more than
twenty percent (20%) of the average level of bona fide services performed over the immediately preceding thirty-six (36) month
period (or the full period during which the Employee performed services for the Company, if that is less than thirty-six (36) months).
A Separation from Service will not be deemed to have occurred while the Employee is on military leave, sick leave, or other bona
fide leave of absence if the period of such leave does not exceed six (6) months or, if longer, the period for which a statute
or contract provides the Employee with the right to reemployment with the Company. If the Employee's leave exceeds six (6) months
but the Employee is not entitled to reemployment under a statute or contract, the Employee incurs a Separation from Service on
the next day following the expiration of such six (6) month period. In determining whether a Separation from Service occurs the
Administrator shall take into account, among other things, the definition of "service recipient" and "Company"
set forth in Treasury regulation §1.409A-1(h)(3). The Administrator shall have full and final authority, to determine conclusively
whether a Separation from Service occurs, and the date of such Separation from Service.


 




     


     


    

  


Section
4 of the Agreement shall be deleted in its entirety and replaced by the following:


 


4.
RETIREMENT BENEFIT. Upon Separation from Service after the Normal Retirement Date, the
Company shall pay the Employee the entire Accrued Benefit. The benefit shall be paid in one hundred twenty (120) equal monthly
installments commencing the first day of the month following Separation from Service.


 


Section
7 of the Agreement shall be deleted in its entirety and replaced by the following:


 


7.
TERMINATION BENEFIT. If Separation from Service occurs prior to the Normal Retirement Date the Company shall pay the Employee
the entire Accrued Benefit. The benefit shall be paid in a lump sum on the first day of the sixth month following Separation from
Service.


 


Section
9 of the Agreement shall be deleted in its entirety and replaced by the following:


 


9.
CHANGE OF
CONTROL BENEFIT.
If Change of Control occurs prior to the Normal Retirement Date the Company shall pay the Employee the entire Accrued Benefit.
The benefit shall be paid in a lump sum on the first day of the sixth month following Change of Control.


 


Section 19 shall be added the
Agreement immediately following Section 18:


 


		19.	Compliance
with Code
Section
409A.
The Company and the Employee intend that the Agreement comply with the provisions
of Internal Revenue Code Section 409A to prevent the inclusion in gross income of any amounts deferred hereunder in a taxable
year prior to the year in which amounts are actually paid to the Employee or beneficiary. Subject to the requirements of Code
Section 409A and Treasury Regulations §1.409A-3(j)(4)(ix), at certain times the Company may completely terminate and liquidate
the Agreement. This Agreement shall be construed, administered and governed in a manner that affects such intent, and neither
of them shall take any action that would be inconsistent therewith.



 






     


     


    

  


IN WITNESS WHEREOF,
the Employee and a duly authorized representative of the Company have signed this Agreement.


  


	Employee	 	Company	 
	 	 	 	 	 
	/s/ Alan
    T. Heintzen	 	By:	/s/ Robert
    M. Shofstahl	 
	Alan T. Heintzen	 	 	Robert M. Shofstahl	 
	 	 	 	Chairman of the Board	 




 




     


     


    



 


 


TERMINATION
OF THE


EUREKA HOMESTEAD


DEFERRED COMPENSATION
PLAN AGREEMENT


 


This
Termination (the "Termination") is made by Eureka Homestead the 31st day of October, 2017.


 


WITNESSETH:


 


WHEREAS,
Eureka Homestead and Alan T. Heintzen (the "Executive") are parties to a Deferred Compensation Plan Agreement effective
December 31, 2003 (as amended, the "Agreement"); and


 


WHEREAS,
Eureka Homestead is changing aspects of the way it compensates the Executive and now wishes to terminate the Agreement in accordance
with Section 409A of the Internal Revenue Code;


 


NOW THEREFORE, Eureka Homestead
states as follows.


 


AGREEMENT


 


1.            Termination.
Eureka Homestead hereby terminates the Agreement effective as of the 31st day of October, 2017 (the "Effective Date").


 


2.            Payment.
At such date or dates as Eureka Homestead decides, provided that all such dates are between twelve (12) and twenty-four (24) months
following the Effective Date, Eureka Homestead shall pay the Executive One hundred and eighty-two thousand, six hundred and four
Dollars ($182,604.00) plus earnings thereon until paid, in full satisfaction of all Eureka Homestead's liabilities under the Agreement.
As of the date hereof, Eureka Homestead anticipates making the payments due to the Executive in the 4th quarter of 2018 and the
1st quarter of 2019.


 


3.            Complete
Liquidation
of Executive's Interest.
The payment described in the Section 2 fully and completely liquidates the Executive's interest
in the Agreement. Eureka Homestead shall have no further obligation under any provision of the Agreement or any other provision
of the Agreement to make any other payment to the Executive or the Executive's beneficiary.


 


 4.            Compliance with Tax and Regulatory Requirements.




 


a.       Internal
Revenue Code Section 409A. Eureka Homestead intends for this Termination to meet the requirements of Treasury Regulations Section
1.409A- 3(j)(4)(ix) (C). Eureka Homestead warrants and represents that (i) Eureka Homestead has no other non-qualified deferred
compensation agreements which would be aggregated with the Agreement under the provisions of Treasury Regulations Section 1.409A(c),
(ii) this Termination is not being made proximate to a downturn in the financial health of Eureka Homestead and (iii) Eureka Homestead
will not implement a new plan which would be aggregated with the Agreement under Treasury
Regulations Section 1.409A-l(c) within the three (3) years following the Effective Date.


 




     


     


    

 





b.       FDIC
Golden Parachute Restrictions. Eureka Homestead has complied with all the requirements of Section 28(k) of the Federal Deposit
Insurance Act (12 U.S.C. Section 1828(k) and Part 359 of the Rules and Regulations of the Federal Deposit Insurance Corporation.


 


c.       Savings
Clause. Eureka Homestead intends that this Termination comply with the provisions of Code Section 409A to prevent the inclusion
in gross income of any amounts deferred hereunder in a taxable year prior to the year in which amounts are actually paid to the
Executive or the beneficiary. This Termination shall be construed, administered and governed in a manner that affects such intent,
and neither Eureka Homestead nor the Executive shall take any action that would be inconsistent therewith.


 


5.            Modification.
Any modification of this Termination shall be effective only if it is in writing and only to the extent that it is compliant with
all applicable codes, statutes and regulations.


 


IN
WITNESS WHEREOF, a duly authorized representative of Eureka Homestead has executed this Termination as indicated below:


 


	 	Eureka Homestead:	 
	 	 	 	 
	 	 	 	 
	 	By: 	/s/ Robert M. Stofstahl	 
	 	 	Robert M. Stofstahl	 
	 	 	Chairman of the Board