exhibit101122308.htm


     

    
      

      

    

    
      EXHIBIT
10.1

      HOME
BANK

      2005
DIRECTORS’ DEFERRAL PLAN

       

       

      The Board
of Directors (the “Board”) of Home Bank (the “Bank”) on December 22, 2008, has
approved the adoption of the Home Bank 2005 Directors’ Deferral Plan
(hereinafter referred to as the “Benefit Plan”) effective as of January 1, 2005,
to allow eligible Directors (as defined below) the opportunity to participate in
the Benefit Plan and defer all or a portion of their directors’ fees in
accordance herewith.

       

      It is the
intent of the Bank that this Benefit Plan be considered an unfunded arrangement
maintained primarily to provide supplemental retirement benefits and to be
considered a non-qualified benefit plan for purposes of the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”).

       

      
        	
                I.

              	
                ELIGIBILITY

              


      

       

      Eligibility
to participate in the Benefit Plan shall be open to employee and non-employee
members of the Board of Directors of the Bank who are selected by the Board of
Directors and designated in resolutions of the Board to become a participant in
this Benefit Plan (hereinafter referred to as a “Director”).

       

      
        	
                II.

              	
                DEFINITIONS

              


      

       

      A.        Beneficiary:

       

      A
Director shall have the right to name a Beneficiary of the death benefit as
described in Paragraph IX hereinbelow. The Director shall have the right to name
such Beneficiary at any time prior to the Director’s death and submit it to the
Plan Administrator (or Plan Administrator’s representative) on the form
provided. Once received and acknowledged by the Plan Administrator, the form
shall be effective. The Director may change the Beneficiary designation at any
time by submitting a new form to the Plan Administrator. Any such change shall
follow the same rules as for the original Beneficiary designation and shall
automatically supersede the existing Beneficiary form on file with the Plan
Administrator.

       

      If the
Director names someone other than his or her spouse as a Beneficiary, a spousal
consent, in the form designated by the Plan Administrator, must be signed by
that Director’s spouse and returned to the Plan Administrator.

       

      If the
Director dies without a valid Beneficiary designation on file with the Plan
Administrator, the death benefits shall be paid to the Director’s spouse, or if
none, to his estate.

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      If the
Plan Administrator determines in its discretion that a benefit is to be paid to
a minor, to a person declared incompetent, or to a person incapable of handling
the disposition of that person’s property, the Plan Administrator may direct
distribution of such benefit to the guardian, legal representative or person
having the care or custody of such minor, incompetent person or incapable
person. The Plan Administrator may require proof of incompetence, minority or
guardianship as it may deem appropriate prior to distribution of the
benefit.  Any distribution of a benefit shall be a distribution for
the account of the Director and the Beneficiary, as the case may be, and shall
be a complete discharge of any liability under the Agreement for such
distribution amount.

       

      
        	
                B.

              	
                Change
      in Control:

              


      

       

      
        	
                 
      

              	
                “Change
      in Control” shall mean a change in the ownership of Home Bancorp, Inc.
      (the “Company”) or the Bank, a change in the effective control of the
      Company or the Bank or a change in the ownership of a substantial portion
      of the assets of the Company or the Bank, in each case as provided under
      Section 409A of the Code and the regulations
  thereunder.

              


      

       

      
        	
                C.

              	
                Disability:

              


      

       

      “Disability”
shall mean a Director (i) is unable 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 for a
continuous period of not less than twelve months; or (ii) 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 Bank (or would have received such benefits for at least three months if the
Director had been eligible to participate in such plan).

       

      D.        Fees:

       

      The Fees
eligible to be deferred under this Benefit Plan shall be any and all amounts
paid to the Director for the Director’s services as a director, including, but
not limited to, annual fees, meeting fees, and committee fees. The Fees deferred
under this Benefit Plan shall be credited to an account established for the
Director, subject to the election requirement of Paragraph IV.

       

      E.         Plan
Year:

       

      A “Plan Year” shall mean January 1st
through December 31st.

       

      F.         Separation
from Service:

       

      “Separation
from Service” shall mean a termination of the Director’s services (whether as an
employee or as an independent contractor) to the Bank (including companies which
are deemed to be part of a controlled group of corporations with the Bank for
purposes of Treasury Regulation §1.409A-1(h)) for any reason other than death or
Disability.  Whether a Separation from Service has occurred shall be
determined in accordance with the requirements of Section 409A of the Code based
on whether the facts and circumstances indicate that the Company, the Bank and
the Director reasonably anticipated that no further services would be performed
after a certain date or that the level of bona fide services the Director 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 (whether as an employee or an independent
contractor) over the immediately preceding thirty-six (36) month
period.

      
        
          
          

        

        
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                G.

              	
                Specified
      Employee:

              


      

       

      “Specified
Employee” shall mean a key employee as defined in Section 416(i) of the Code
(without regard to Section 416(i)(5) of the Code) and as otherwise defined in
Section 409A of the Code and the regulations thereunder.

       

      III.       DEFERRALS

       

      A
Director may elect to defer up to one hundred percent (100%) of the Director’s
Fees each year while rendering services to the Bank as a director.

       

      IV.       DEFERRAL
AND PAYMENT ELECTIONS

       

      With
respect to each Plan Year in which a Director desires to defer Fees, the
Director shall file a deferral election form for the Fees to be
deferred.  Such form shall be filed with the Plan Administrator no
later than the end of the Plan Year immediately preceding the Plan Year during
which services will be performed for Fees deferred, and is effective only to
defer Fees that have not yet been earned by the Director.

       

      Deferral
elections, once made, are irrevocable for the Plan Year in which the Fees are to
be deferred.  At the time of a Director’s initial deferral election,
such Director shall also elect the time and form of payment of his Director
Deferred Compensation Account (i.e., lump sum or a number of annual installments
not to exceed ten (10) annual installments), on a form provided by the
Bank.

       

      A.         Initial
Deferral Election(s):

       

      Upon
notification of eligibility to participate in this Benefit Plan during the
initial Plan Year, and if the Director elects to defer Fees, the Director shall
deliver to the Plan Administrator:

       

      (a)           a
deferral election form, signed and dated;

       

      (b)           a
Beneficiary form, signed and dated; and

       

      (c)           a
payment election form, signed and dated.

       

      The
Director shall deliver such forms to the Plan Administrator within thirty (30)
days of notification of eligibility, and shall set forth on the forms the amount
of fees to be deferred.

      
        
          
          

        

        
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      B.           Transitional
Elections Prior to 2009.  On or before December 31, 2008, if a
Director wishes to change his payment election with respect to amounts
previously deferred, the Director may do so by completing a payment election
form approved by the Plan Administrator, provided that any such election (i)
must be made at least 12 months before the date on which benefit payments due to
a Separation from Service or upon a fixed date are scheduled to commence, (ii)
must be made before the Director has a Separation from Service or a termination
of employment or service due to death or Disability, (iii) shall not take
effect before the date that is 12 months after the date the election is
made and accepted by the Plan Administrator with respect to payments to be made
due to a Separation from Service or upon a fixed date, (iv) does not cause a
payment that would otherwise be made in the year of the election to be delayed
to a later year, and (v) does not accelerate into the year in which the election
is made a payment that is otherwise scheduled to be made in a later
year.

       

      C.           Changes in
Payment Elections after 2008.  On or after January 1, 2009, if
a Director wishes to change his payment election, the Director may do so by
completing a payment election form approved by the Plan Administrator, provided
that any such election (1) must be made at least 12 months before the date on
which benefit payments due to a Separation from Service or upon a fixed date are
scheduled to commence, (2) must be made before the Director has a Separation
from Service or a termination of service due to death or Disability, (3) shall
not take effect before the date that is 12 months after the date the
election is made by the Director and accepted by the Plan Administrator, and (4)
for payments to be made other than upon death or Disability, must provide an
additional deferral period of at least five years from the date such payment
would otherwise have been made (or in the case of any installment payments
treated as a single payment, five years from the date the first amount was
scheduled to be paid).  For purposes of this Benefit Plan and clause
(4) above, all installment payments under this Benefit Plan shall be treated as
a single payment.

       

      V.        CREDITS

       

      The Bank
shall establish a bookkeeping account for each Director (hereinafter referred to
as the “Deferred Compensation Account”) which shall be credited on the dates
such Fees would otherwise have been paid with the percentage that the Director
elected to have deferred on the deferral election form, in addition to any Bank
contributions made to the Benefit Plan.

       

      
        	
                VI.

              	
                INTEREST

              


      

       

      Investment
earnings on the Director’s Deferred Compensation Account shall be calculated at
an annual fixed interest rate equal to the interest rate for the two year
Treasury Bill as published in the Wall Street Journal on the first Thursday of
December to be applied for the subsequent plan year.  Should the first
Thursday in December be a holiday, the rate in effect as of the first previous
Friday (or the next day prior to that which is not a holiday) will be the rate
used.  Earnings will be calculated and credited on the Bank’s books
monthly. Each Director’s Deferred Compensation Account will be created at the
Bank and will be credited with the earning rate as stated herein or as set by
the Board each year. This rate will be applied to the entire average daily
balance in the Director’s Deferred Compensation Account, calculated as of the
end of each month, using the actual number of days per month and 365 days
annually. For the 2005, 2006, 2007 and 2008 Plan Years, the fixed crediting rate
was 3.04%, 4.45%, 4.58% and 3.03%, respectively.  For the Plan Year
beginning January 1, 2009, the fixed crediting rate will be 0.82%.

      
        
          
          

        

        
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      VII.     PAYMENT
OF THE DIRECTOR’S DEFERRED COMPENSATION

      A.           Payment of
the Director’s Deferred Compensation Account:

       

      At all
times, each Director shall be one hundred (100%) vested in the Director’s
Deferred Compensation Account. Each Director (or his Beneficiary in the event of
the Director’s death) shall be entitled to payment of his Deferred Compensation
Account as of the earliest to occur of the following events selected by a
Director on his deferral election form (hereinafter “Director Elected Event”),
unless one of the events specified in Paragraphs VII.B or VIII.A. occurs
first:

       

      
        	 	
                (i)  

              	
                Separation
      from Service (as defined in Paragraph II.F.
  above),

              


      

       

      
        	 	
                (ii)  

              	
                Disability
      (as defined in Paragraph II.C.
above),

              


      

       

      
        	 	
                (iii)  

              	
                Change
      in Control (as defined in Paragraph II.B. above),
  or

              


      

       

      
        	 	
                (iv)  

              	
                One
      or more fixed dates as specified on a deferral election
    form.

              


      

       

      All such
deferred compensation, together with interest thereon, shall be payable to such
Director or his/her Beneficiary in a single cash lump-sum payment, within thirty
(30) days following the earliest Director Elected Event that occurs, or if
applicable upon the events specified in Paragraph VII.B. or VIII.A.
below.  Notwithstanding the foregoing, the Director may designate an
optional installment payment method as provided herein, in which event the first
annual installment shall be paid commencing within thirty (30) days following
the date of the event that triggered the distribution (unless otherwise required
by Paragraph IV.C. above) and shall be payable in equal annual installments
thereafter over a period not to exceed ten (10) years as elected by the
Director.  If a Director does not make an election as to the form of
payment of his Deferred Compensation Account hereunder, then distribution of
such account will be made in a single lump sum payment within thirty (30) days
following the earliest to occur of the Director’s Separation from Service,
Disability or death, an unforeseeable emergency or a Change in Control, except
as provided below.  Notwithstanding anything in this Benefit Plan to
the contrary, if a Director is deemed to be a Specified Employee at the time of
Separation from Service, then any payments made on account of Separation from
Service will be made or will commence on the first day of the month following
the lapse of six (6) months after the date of the Separation from Service (or,
if earlier, upon the death of the Director following the date of Separation from
Service).  If payments are to made in the form of annual installments
and are delayed as set forth in the preceding sentence, then (a) the number of
annual installments shall remain the same, (b) the amount of the annual payments
shall be calculated based on the commencement date being the first day of the
month following the lapse of six months after the date of the Separation from
Service, and (c) the annual payments shall be paid commencing as of the date set
forth in the preceding sentence, with subsequent annual installments to be paid
on the annual anniversary date of the first installment payment.

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      The
dollar amount of each annual installment paid to a Director or his or her
Beneficiary shall be determined by multiplying the value of the Director’s
Deferred Compensation Account as of the close of business on the date
immediately preceding the commencement of such payment by a
fraction.  The numerator of the fraction shall in all cases be one,
and the denominator of the fraction shall be the number of annual installments
remaining to be paid to the Director or his or her Beneficiary, including the
annual installment for which the calculation is being made. For example, if a
Director elected to receive 10 annual installments, the amount of the the first
annual installment shall be 1/10th of the
Director’s Deferred Compensation Account, the second annual installment shall be
1/9th of the
then remaining Director’s Deferred Compensation Account, and so on.

       

      B.           Early
Withdrawal due to an Unforeseeable Emergency:

       

      In
addition to the above Director Elected Events, the Bank will permit early
withdrawals for an “unforeseeable emergency” (as defined below) under certain
circumstances arising as a result of events beyond the control of the Director.
The Director may submit an application for an in-service early withdrawal due to
an unforeseeable emergency to the Board of Directors. If in the discretion of
the Board, the Director is permitted to take an early withdrawal due to an
unforeseeable emergency, the Board shall make a distribution to such Director
from the Director’s Deferred Compensation Account. Such distribution shall be
paid in a lump sum payment within thirty (30) days after the Board determines
that the Director is permitted to take an early withdrawal due to an
unforeseeable emergency. The amount of such lump sum payment shall be limited to
the amount reasonably necessary to meet the Director’s requirements to the
extent such emergency is not relieved through reimbursement or compensation from
insurance or otherwise, by liquidation of the Director’s assets (to the extent
the liquidation of such assets will not cause severe financial hardship) or by
cessation of deferrals.

       

      For
purposes of this section, the term “unforeseeable emergency” means a severe
financial hardship to the Director resulting from an illness or accident of the
Director, the Director’s spouse, the Director’s dependent (within the meaning of
Section 152(a) of the Code), or the Director’s Beneficiary, loss of the
Director’s property due to casualty, or other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond the control of
the Director. For these purposes, (i) the imminent foreclosure of or eviction
from the Director’s primary residence, (ii) the need to pay for medical
expenses, including non-refundable deductibles, as well as for the costs of
prescription drug medication, or (iii) the need to pay for the funeral expenses
of a spouse, a Beneficiary, or a dependent may also constitute an unforeseeable
emergency.  At all times the definition of “unforeseeable emergency”
shall be construed in accordance with the definition under Section
409A.  If the Director seeks to make a new deferral election following
a distribution due to an unforeseeable emergency, it must be done in accordance
with Section 409A of the Code.

       

      VIII.    DEATH
OF DIRECTOR

       

           A.   Prior to
Commencement of Payments:

       

      In the
event of the death of a Director prior to commencement of payments, the
Director’s Deferred Compensation Account balance as of the date of death shall
be paid in a lump sum to the Beneficiary. Such payment shall be made within
thirty (30) days
following the Bank’s notification of the Director’s death.

      
        
          
          

        

        
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      B.  

              	
                Subsequent
      to Commencement of
Payments:

              


      

       

      In the
event of the death of a Director after commencement of payments but prior to the
Director receiving all payments due the Director under this Benefit Plan, the
remaining Deferred Compensation Account balance as of the date of death shall be
paid in a lump sum to the Beneficiary. Such payment shall be made within thirty
(30) days
following the Bank’s notification of the Director’s death.

       

      IX.       MISCELLANEOUS

       

      A.        Applicable
Law:

       

      The
validity and interpretation of this Agreement shall be governed by the laws of
the State of Louisiana.

       

      B.        Continuation
as Director:

       

      Neither
this Benefit Plan nor the payments of any benefits hereunder shall be construed
as giving to any Director any right to be retained as a member of the Board of
Directors of the Bank.

       

      
        	
                 
      

              	
                C.

              	
                Gender:

              


      

       

      Whenever
in this Benefit Plan words are used in the masculine or neutral gender, they
shall be read and construed as in the masculine, feminine or neutral gender,
whenever they should so apply.

       

      
        	
                 
      

              	
                D.

              	
                Headings:

              


      

       

      Headings
and subheadings in this Benefit Plan are inserted for reference and convenience
only and shall not be deemed a part of this Benefit Plan.

       

      
        	
                 
      

              	
                E.

              	
                Partial
      Invalidity:

              


      

       

      If any
term, provision, covenant, or condition of this Benefit Plan is determined by an
arbitrator or a court, as the case may be, to be invalid, void, or
unenforceable, such determination shall not render any other term, provision,
covenant, or condition invalid, void, or unenforceable, and this Benefit Plan
shall remain in full force and effect notwithstanding such partial
invalidity.

      
        
          
          

        

        
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                F.

              	
                Permissible
      Acceleration Provision:

              


      

       

      Except as
specifically set forth herein or in another section of this Benefit Plan, no
acceleration of the time or schedule of any payment may be made
hereunder.  Notwithstanding the foregoing, under Treasury Regulation
Section 1.409A-3(j)(4), or any subsequent guidance issued by the Unites States
Treasury Department, a payment of deferred compensation may be accelerated in
any of the following circumstances: (i) as a result of certain domestic
relations orders; (ii) in compliance with ethics agreements with the federal
government; (iii) in compliance with ethics laws or conflicts of interest laws;
(iv) in limited cash-outs (but not in excess of the limit under Section
402(g)(1)(B)) of the Code; (v) in the case of certain distributions to avoid a
non-allocation year under Section 409(p) of the Code; (vi) to apply certain
offsets in satisfaction of a debt of the Director to the Bank; (vii) in
satisfaction of certain bona fide disputes between the Director and the Bank; or
(viii) for any other purpose set forth in the Treasury Regulations and
subsequent guidance issued under Section 409A of the Code.

       

      X.           AMENDMENT
OR TERMINATION OF THE BENEFIT PLAN

       

      A.           Amendment
and Termination of the Benefit Plan.  The Board of Directors of
the Bank may at any time amend the Benefit Plan, provided that no such action
shall deprive any Director, former Director or Beneficiary of any payment of
deferred compensation to which the Director, former Director or Beneficiary may
have been entitled under the Benefit Plan prior to the effective date of such
action.  The Bank may terminate the Benefit Plan at any time, and
payment of the deferred compensation shall be made in accordance with the
distribution provisions hereunder, except as set forth in Paragraph X.B.
below.  Notwithstanding anything in the Benefit Plan to the contrary,
the Board of Directors may amend in good faith any terms of the Benefit Plan or
the deferral election form, including retroactively, in order to comply with
Section 409A of the Code.

       

      B.           Effect of
Amendment or Termination.

       

      (i)           General.  No
amendment or termination of the Benefit Plan shall directly or indirectly reduce
the vested portion of any account held hereunder as of the effective date of
such amendment or termination.  A termination of the Benefit Plan will
not be a distributable event, except in the three circumstances set forth in
Paragraph X.B.(ii) below.  No additional deferrals shall be made to
the account of a Director, but the Bank shall continue to credit interest
pursuant to Paragraph VI until the balance of the Director’s account has been
fully distributed to the Director or his Beneficiary.

       

      (ii)           Termination.  Under
no circumstances may the Benefit Plan permit the acceleration of the time or
form of any payment under the Benefit Plan prior to the payment events specified
herein, except as provided in this Section X.B.(ii).  The Bank may, in
its discretion, elect to terminate the Benefit Plan in any of the following
three circumstances and accelerate the payment of the entire unpaid balance of
the Director’s vested benefits as of the date of such payment in accordance with
Section 409A of the Code, provided that in each case the action taken complies
with the applicable requirements set forth in Treasury Regulation
§1.409A-3(j)(4)(ix):

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      A.           the
Benefit Plan is irrevocably terminated within the 30 days preceding a Change in
Control and (1) all arrangements sponsored by the Bank and the Company and any
successors immediately following the Change in Control that would be aggregated
with the Benefit Plan under Treasury Regulation §1.409A-1(c)(2) are terminated
with respect to each participant that experienced the Change in Control event,
and (2) each Director and all participants under the other aggregated
arrangements receive all of their benefits under the terminated arrangements
within 12 months of the date that all necessary action to irrevocably terminate
the Benefit Plan and the other aggregated arrangements is taken;

       

      B.           the
Benefit Plan is irrevocably terminated at a time that is not proximate to a
downturn in the financial health of the Bank or the Company and (1) all
arrangements sponsored by the Bank that would be aggregated with the Benefit
Plan under Treasury Regulation §1.409A-1(c) if a Director participated in such
arrangements are terminated, (2) no payments are made within 12 months of the
date the Bank and the Company take all necessary action to irrevocably terminate
the arrangements, other than payments that would be payable under the terms of
the arrangements if the termination had not occurred, (3) all payments are made
within 24 months of the date the Bank and the Company take all necessary action
to irrevocably terminate the arrangements, and (4) the Bank and the Company do
not adopt a new arrangement that would be aggregated with the Benefit Plan under
Treasury Regulation §1.409A-1(c) if a Director participated in both
arrangements, at any time within three years following the date the Bank and the
Company take all necessary action to irrevocably terminate the Benefit Plan;
or

       

      C.           the
Benefit Plan is terminated within 12 months of a corporate dissolution taxed
under Section 331 of the Code, or with the approval of a bankruptcy court
pursuant to 11 U.S.C. §503(b)(1)(A), provided that the amounts deferred by a
Director under the Benefit Plan are included in the Director’s gross income in
the later of (1) the calendar year in which the termination of the Benefit Plan
occurs, or (2) the first calendar year in which the payment is administratively
practicable.

       

      XI.           ADMINISTRATION
AND CLAIMS

       

      A.            Plan
Administrator:

       

      The Plan
Administrator of this Benefit Plan shall be Home Bank. The Plan Administrator
shall be responsible for the management and administration of this Benefit Plan.
The Plan Administrator may delegate to others certain aspects of the management
and operation responsibilities of this Benefit Plan including the employment of
advisors and the delegation of ministerial duties to qualified
individuals.

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      B.         Claims
Procedure:

       

      a.   Filing a
Claim for Benefits:

       

      Any
Director, Beneficiary, or other individual (the “Claimant”) entitled to benefits
under this Benefit Plan may file a claim request with the Plan Administrator.
The Plan Administrator will, upon written request of a Claimant, make available
copies of all forms and instructions necessary to file a claim for benefits or
advise the Claimant where such forms and instructions may be
obtained.

       

      b.   Denial of
Claim:

       

      A claim
for benefits under this Benefit Plan will be denied if the Bank determines that
the Claimant is not entitled to receive benefits under the Benefit
Plan.  A notice of a denial shall be furnished to the Claimant within
a reasonable period of time after receipt of the claim for benefits by the Plan
Administrator. This time period shall not exceed more than ninety (90) days
after the receipt of the properly submitted claim.  However, if the
Plan Administrator determines, in its discretion, that an extension of time for
processing the claim is required, such extension shall not exceed an additional
ninety (90) days.  Any extension notice shall indicate the special
circumstances requiring an extension of time and the date by which the Plan
Administrator expects to render the determination on review.

       

        c.
   Content of
Notice:

       

      The Plan
Administrator shall provide a written notice to every Claimant who is denied a
claim for benefits, which notice shall set forth the following:

       

      (i)         The
specific reason or reasons for the denial;

       

      
        	
                 
      

              	
                (ii)

              	
                A
      specific reference to the pertinent Benefit Plan provisions on which the
      denial is based;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                A
      description of any additional material or information necessary for the
      Claimant to perfect the claim, and any explanation of why such material or
      information is necessary; and

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                Any
      other necessary information.

              


      

      
        
          
          

        

        
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      d.  

              	
                Review
      Procedure:

              


      

       

      The
purpose of the review procedure is to provide a method by which a Claimant may
have a reasonable opportunity to appeal a denial of a claim to the Plan
Administrator for a full and fair review.  The Claimant, or his duly
authorized representative, may:

       

      
        	
                 
      

              	
                (i)

              	
                Request
      a review upon written application to the Plan Administrator. The
      application for review must be made within sixty (60) days of the receipt
      of written notice of denial of the
claim.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                Review
      and copy (free of charge) pertinent Benefit Plan documents, records and
      other information relevant to the Claimant’s claim for
      benefits;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                Submit
      issues and concerns in writing, as well as documents, records, and other
      information relating to the claim.

              


      

       

      e.          Decision on
Review:

       

      A
decision on review of a denied claim shall be made in the following
manner:

       

      
        	
                 
      

              	
                (i)

              	
                The
      Plan Administrator may, in its sole discretion, hold a hearing on the
      denied claim.  The decision on review shall be made promptly,
      but generally not later than sixty (60) days after receipt of the
      application for review.  If the Plan Administrator determines
      that an extension of time for processing is required, written notice of
      the extension shall be furnished to the Claimant prior to the termination
      of the initial sixty (60) day period. In no event shall the extension
      exceed a period of sixty (60) days from the end of the initial
      period.  The extension notice shall indicate the special
      circumstances requiring an extension of time and the date by which the
      Plan Administrator expects to render the determination on
      review.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                The
      decision on review shall be in writing and shall include the specific
      reasons for the decision written in an understandable manner with specific
      references to the pertinent Benefit Plan provisions upon which the
      decision is based.

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                The
      review will take into account all comments, documents, records and other
      information submitted by the Claimant relating to the claim without regard
      to whether such information was submitted or considered in the initial
      benefit determination.

              


      

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (iv)

              	
                The
      decision on review will include a statement that the Claimant is entitled
      to receive, upon request and free of charge, reasonable access to, and
      copies of, all documents, records or other information relevant to the
      Claimant’s claim for benefits.

              


      

       

      f.           Exhaustion
of Remedies:

       

      A
Claimant must follow the claims review procedures under this Benefit Plan and
exhaust his or her administrative remedies before taking any further action with
respect to a claim for benefits.

       

      C.        Arbitration:

       

      If a
Claimant continues to dispute the benefit denial based upon completed
performance of this Benefit Plan or the meaning and effect of the terms and
conditions hereof, then the Claimant may submit the dispute to an Arbitrator for
final arbitration.  The Arbitrator shall be selected by mutual
agreement of the Bank and the Claimant. The Arbitrator shall operate under any
generally recognized set of arbitration rules.  The parties hereto
agree that they and their heirs, personal representatives, successors and
assigns shall be bound by the decision of such Arbitrator with respect to any
controversy properly submitted to it for determination.

       

      XII.     EFFECTIVE
DATE

       

      The
Effective Date of this Benefit Plan shall be January 1, 2005.

       

      [signature
page follows]

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

           IN WITNESS WHEREOF, Home Bank
has adopted this Benefit Plan as of December 22, 2008, retroactively effective
as of January 1, 2005.

       

       

      
        
          	 
      	
                  HOME
      BANK

                
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                   

                	
                  By:

                	
                  /s/ Michael P. Maraist

                
	 
      	 
      	
                  Michael
      P. Maraist

                
	 
      	 
      	
                  Chairman
      of the Board

                



        
          
             

          

          
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