(1)	Includes shares of common stock that the underwriters have the option to purchase from the registrant.

(2)	Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933.

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(1)	See “Underwriting” for additional information regarding the underwriting discounts and commissions and certain expenses payable to the underwriters by us.

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•	we may present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A;

•	we are exempt from the requirement to obtain an attestation and report from our auditors on the assessment of our internal control over financial reporting under the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act;

•	we are permitted to provide less extensive disclosure about our executive compensation arrangements; and

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•	we are not required to hold non-binding advisory votes on executive compensation or golden parachute arrangements.

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•	our ability to develop, maintain and build long-term customer relationships based on top quality service, high ethical standards and safe, sound assets;

•	our scope, relevance and pricing of products and services offered to meet customer needs and demands;

•	the rate at which we introduce new products and services relative to our competitors;

•	customer satisfaction with our level of service;

•	our ability to expand our market position;

•	industry and general economic trends; and

•	our ability to keep pace with technological advances and to invest in new technology.

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•	the identification of suitable candidates for acquisition;

•	the diversion of management attention from the operation of our existing business to identify, evaluate and negotiate potential transactions;

•	the ability to attract funding to support additional growth within acceptable risk tolerances;

•	the use of inaccurate estimates and judgments to evaluate credit, operations, management and market risks with respect to the target institution or assets;

•	the ability to maintain asset quality;

•	the adequacy of due diligence and the potential exposure to unknown or contingent liabilities related to the acquisition;

•	the retention of customers and key personnel, including bankers;

•	the timing and uncertainty associated with obtaining necessary regulatory approvals;

•	the incurrence of an impairment of goodwill associated with an acquisition and adverse effects on our results of operations;

•	the ability to successfully integrate acquired businesses; and

•	the maintenance of adequate regulatory capital.

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•	prepare and distribute periodic reports, proxy statements and other shareholder communications in compliance with the federal securities laws and rules;

•	expand the roles and duties of our board of directors and committees thereof;

•	maintain an internal audit function;

•	institute more comprehensive financial reporting and disclosure compliance procedures;

•	involve and retain to a greater degree outside counsel and accountants in the activities listed above;

•	enhance our investor relations function;

•	establish new internal policies, including those relating to trading in our securities and disclosure controls and procedures;

•	retain additional personnel;

•	comply with Nasdaq Stock Market listing standards; and

•	comply with the Sarbanes-Oxley Act.

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•	actual or anticipated fluctuations in our operating results, financial condition or asset quality;

•	changes in economic or business conditions;

•	the effects of, and changes in, trade, monetary and fiscal policies, including the interest rate policies of the Federal Reserve, or in laws or regulations affecting us;

•	the public reaction to our press releases, our other public announcements and our filings with the SEC;

•	changes in accounting standards, policies, guidance, interpretations or principles;

•	the number of securities analysts covering us;

•	publication of research reports about us, our competitors, or the financial services industry generally, or changes in, or failure to meet, securities analysts’ estimates of our financial and operating performance, or lack of research reports by industry analysts or ceasing of coverage;

•	changes in market valuations or earnings of companies that investors deem comparable to us

•	the trading volume of our common stock;

•	future issuances of our common stock or other securities;

•	future sales of our common stock by us or our directors, executive officers or significant shareholders

•	additions or departures of key personnel;

•	perceptions in the marketplace regarding our competitors and us;

•	significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving our competitors or us;

•	other economic, competitive, governmental, regulatory and technological factors affecting our operations, pricing, products and services; and

•	other news, announcements or disclosures (whether by us or others) related to us, our competitors, our core market or the financial services industry.

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•	enable our board of directors to issue additional shares of authorized, but unissued capital stock;

•	enable our board of directors to issue “blank check” preferred stock with such designations, rights and preferences as may be determined from time to time by the board;

•	enable our board of directors to increase the size of the board and fill the vacancies created by the increase;

•	divide our board of directors into three classes serving staggered three-year terms;

•	do not provide for cumulative voting in the election of directors;

•	enable our board of directors to amend our bylaws without shareholder approval;

•	require a two-thirds vote of our stockholders to modify the sections of our articles of incorporation addressing limitation of liability and indemnification of our officers and directors;

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•	require the request of holders of at least 25% of the outstanding shares of our capital stock entitled to vote at a meeting to call a special shareholders’ meeting;

•	do not permit shareholder action by less than unanimous written consent;

•	establish an advance notice procedure for director nominations and other shareholder proposals;

•	require heightened approval for a merger, consolidation or share exchange; and

•	require prior regulatory application and approval of any transaction involving control of our organization.

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•	deterioration of our asset quality;

•	factors that can impact the performance of our loan portfolio, including real estate values and liquidity in our primary market areas, the financial health of our commercial borrowers and the success of construction projects that we finance, including any loans acquired in acquisition transactions;

•	changes in the value of collateral securing our loans;

•	business and economic conditions generally and in the financial services industry, nationally and within our local market area;

•	our ability to prudently manage our growth and execute our strategy;

•	changes in management personnel;

•	our ability to maintain important deposit customer relationships, our reputation or otherwise avoid liquidity risks;

•	operational risks associated with our business;

•	volatility and direction of market interest rates;

•	increased competition in the financial services industry, particularly from regional and national institutions;

•	changes in the laws, rules, regulations, interpretations or policies relating to financial institution, accounting, tax, trade, monetary and fiscal matters;

•	further government intervention in the U.S. financial system;

•	compliance with governmental and regulatory requirements, including the Dodd-Frank Act and others relating to banking, consumer protection, securities and tax matters;

•	natural disasters and adverse weather, acts of terrorism, an outbreak of hostilities or other international or domestic calamities, and other matters beyond our control; and

•	other factors that are discussed in the sections titled “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

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(1)	Amounts have been adjusted as necessary to reflect our 2-for-1 stock split, which was effective October 5, 2016.

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•	on an actual basis;

•	on a pro forma basis, after giving effect to the termination of the repurchase liability under our ESOP; and

•

on a pro forma as adjusted basis, after giving effect to (1) the termination of the repurchase liability under our ESOP, (2) the net proceeds from the sale by us of         shares of our common stock in this offering (assuming the underwriters do not exercise their purchase option) at an assumed initial public offering price of $        per share, which is the midpoint of the price range on the cover of this prospectus, after deducting underwriting discounts and estimated offering expenses, and (3) the redemption of our outstanding SBLF preferred stock.

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(1)	Capital ratios are calculated in accordance with regulatory guidance and include ESOP-owned shares in common equity.

(2)

We calculate tangible common equity as total stockholders’ equity, including ESOP-owned shares, less goodwill, core deposit intangibles and other intangible assets, net of accumulated amortization, and we calculate tangible assets as total assets less goodwill and core deposit intangibles and other intangible assets, net of accumulated amortization. Tangible common equity to tangible assets is a non-GAAP financial measure, and, as we calculate tangible common equity to tangible assets, the most directly comparable GAAP financial measure is total stockholders’ equity to total assets. For a reconciliation of non-GAAP financial measures to their most directly comparable GAAP financial measures, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations— Non-GAAP Financial Measurements.”

(3)	The pro forma capital ratios above assume that the proceeds of this offering are invested in 100.0% risk-weighted assets.

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(4)

References in this section to the number of shares of our common stock outstanding do not include the 901,644 shares of Series D preferred stock that will become convertible, and are expected to be converted, in part, into common stock upon completion of this offering. The conversion of shares of Series D preferred stock into shares of common stock would have no impact on the total equity shown, but would result in a $ million reduction in Series D preferred stock outstanding and a corresponding $ million increase in common stock outstanding and $ million increase in additional paid-in capital, if all shares of Series D preferred stock subject to conversion following the offering were converted into shares of common stock.

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(1)	Calculated as $97.6 million in common stock plus $146.1 million addition paid-in capital.

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•	Net income for the year ended December 31, 2017 was $14.7 million, an increase of $1.8 million, or 14.2%, from $12.9 million for the year ended December 31, 2016. Diluted earnings per share for the year ended December 31, 2017 was $0.50, an increase of $0.04 from $0.46 for the year ended December 31, 2016.

•	Total assets grew by $82.5 million, or 2.0%, to $4.15 billion at December 31, 2017, from $4.07 billion at December 31, 2016.

•	Loans held for investment increased by $129.0 million, or 4.1%, at December 31, 2017, when compared to December 31, 2016. Excluding a $96.7 million managed decline in our energy lending portfolio, loans held for investment increased by $225.7 million, or 7.3%, during 2017.

•	Deposits increased $68.7 million, or 2.0%, at December 31, 2017, compared to December 31, 2016, with noninterest-bearing deposits comprising $52.8 million of the total increase. Noninterest-bearing deposits comprised 23.7% of total deposits at December 31, 2017.

•	Nonperforming assets dropped to $24.4 million at December 31, 2017, a decrease of $43.7 million, or 64.2%, from $68.1 million at December 31, 2016, driven by the managed decline in our energy lending portfolio.

•	The yield earned on total loans increased to 4.33% for the year ended December 31, 2017, compared to 4.08% for the year ended December 31, 2016, which was the primary driver of our 12 basis point increase in net interest margin (tax-equivalent) for the same period.

•	Basic and diluted earnings per share were $0.51 and $0.50 for the year ended December 31, 2017, respectively, compared to basic and diluted earnings per share of $0.46 for the year ended December 31, 2016.

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(1)	Net interest spread is the average yield on interest-earning assets minus the average rate on interest-bearing liabilities.

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(2)	Net interest margin is net interest income divided by average interest-earning assets.

(3)

In order to present pretax income and resulting yields on tax-exempt investments comparable to those on taxable investments, a tax-equivalent adjustment (a non-GAAP measure) has been computed. This adjustment also includes income tax credits received on Qualified School Construction Bonds. Income from tax-exempt investments and tax credits were computed using a Federal income tax rate of 35% for the periods presented. The tax-equivalent net interest margin would be 3.47% and 3.34% for 2017 and 2016, respectively, if we had been subject to the 21% Federal income tax rate enacted for 2018 in the Tax Cuts and Jobs Act.

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(1)	Occupancy is shown net of sublease income. Sublease income was not significant for any period presented.

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•	for commercial real estate loans, the debt service coverage ratio, operating results of the owner in the case of owner occupied properties, the loan to value ratio, the age and condition of the collateral and the volatility of income, property value and future operating results typical of properties of that type;

•	for construction, land and land development loans, the perceived feasibility of the project including the ability to sell developed lots or improvements constructed for resale or the ability to lease property constructed for lease, the quality and nature of contracts for presale or prelease, if any, experience and ability of the developer and loan to value ratio;

•	for residential mortgage loans, the borrower’s ability to repay the loan, including a consideration of the debt to income ratio and employment and income stability, the loan-to-value ratio, and the age, condition and marketability of the collateral; and

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for commercial and industrial loans, the debt service coverage ratio (income from the business in excess of operating expenses compared to loan repayment requirements), the operating results of the commercial, industrial or professional enterprise, the borrower’s business, professional and financial ability and expertise, the specific risks and volatility of income and operating results typical for businesses in that category and the value, nature and marketability of collateral.

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(1)	Securities carried at fair value through income have no unrealized gains or losses at the balance sheet date as all changes in value have been recognized in the consolidated financial statements.

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(1)	The trust preferred securities reprice quarterly based on the three-month LIBOR plus 3.30%, with the last reprice date on October 27, 2017.

(2)	The trust preferred securities reprice quarterly based on the three-month LIBOR plus 1.80%, with the last reprice date on December 13, 2017.

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(1)	These commitments represent amounts we are obligated to contribute to various limited partnership investments in accordance with the provisions of the respective limited partnership agreements. The capital contributions may be required at any time, and are therefore reflected in the 'less than one year' category.

(1)	Includes $314.2 million of unconditionally cancellable commitments at December 31, 2017.

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•	Book value per common share, as converted, is a non-GAAP measure commonly used by analysts and investors to evaluate financial institutions. To calculate book value per common share, as converted, we calculate common equity on an as-converted basis (calculated as stockholders' equity, including ESOP-owned shares, less SBLF preferred stock) and divide by the total of shares of common stock

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Tangible book value per common share is a non-GAAP measure commonly used by analysts and investors to evaluate financial institutions. To calculate tangible book value per common share we first calculate tangible common equity (calculated as stockholders' equity, including ESOP-owned shares, less preferred stock, goodwill and other intangible assets, net of accumulated amortization) and divide by shares of common stock outstanding. The most directly comparable GAAP financial measure for tangible book value per common share is book value per common share. We believe that this measure is important to many investors in the marketplace who are interested in changes from period to period in book value per common share exclusive of changes in intangible assets. Goodwill and other intangible assets have the effect of increasing total book value while not increasing tangible book value. Tangible book value per common share as converted is calculated as described above, but also assumes that all outstanding shares of Series D Preferred stock have been converted to common stock on a one-for-one conversion basis.

•	Tangible common equity to tangible assets is a non-GAAP measure commonly used by financial analysts and investment bankers to evaluate financial institutions. We calculate tangible common equity as described above, and tangible assets as total assets less goodwill and other intangible assets, net of accumulated amortization.

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Core revenue is a non-GAAP measure commonly used by financial analysts and investment bankers to evaluate our performance. Core revenue excludes unusual items including losses on non-mortgage loans held for sale, gains or losses on sales and disposal of other assets, gains or loss on securities held for sale and other similar non-regular reoccurring items from the total of interest and noninterest income. The most directly comparable GAAP financial measure is total revenue.

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Return on average tangible common equity, as converted, is a non-GAAP measure commonly used by financial analysts and investment bankers to evaluate our performance. We calculate the return on average tangible common equity as our net income plus intangible amortization, net of tax, divided by the average tangible common equity (calculated as described above for tangible common equity, but using average balances).

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(1)	Assumes the conversion of 901,644 shares of Series D preferred stock into common stock on a one-for-one basis for the years ended December 31, 2017 and 2016, respectively.

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•	The ratio of allowance for loan losses to ending loan balance excluding energy loans is calculated by excluding the allowance for energy loans from the allowance for total loan losses and excluding the energy loans from the total loans and dividing the net allowance by the net loans. The most directly comparable GAAP financial measure is the ratio of ending allowance to ending loans.

•	The ratio of net charge-offs to average loans excluding energy loans is calculated by excluding the energy loans charge-offs from the total charge-offs and excluding the average energy loans from the total average loans and dividing the net charge-offs by the net average loans. The most directly comparable GAAP financial measure is the ratio of charge-offs to average loans.

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(1)	We calculate core revenue as net interest income plus noninterest income less losses on non-energy loans held for sale and gains on sales and disposals of other assets. For more information, please refer to the section of this prospectus titled "Management's Discussion and Analysis of Financial Condition and Results of Operations - Non-GAAP Financial Measurements."

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Individual Authorities. The Credit Risk Management Group establishes the authorization levels for individual loan officers on a case-by-case basis after conferring with market managers. Generally, the more experienced a loan officer, the higher the authorization level. The approval authority for individual loan officers ranges from $20,000 to $2.0 million for secured loans and from $5,000 to $1.0 million for unsecured loans. The schedule of loan authorities is reviewed and ratified by the board of directors annually. Currently, the only loan officers with maximum individual loan authority are our regional presidents, the Chairman/Chief Administration Officer, and the President/Chief Executive Officer.

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Credit Risk Officer Authorities. With respect to secured loans, the approval authorization levels for Origin Bank’s credit risk officers range from $10.0 million for our Chief Credit Officer to $20.0 million for our Chief Risk Officer. On an unsecured basis, our credit risk officers have approval authorities ranging from $5.0 million for our Chief Credit Officer to $10.0 million for our Chief Risk Officer.

•	Business and Consumer Lending Services. This unit within the Credit Risk Management Group provides central underwriting and approval for all consumer purpose loans and small business loans up to $1.5 million.

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Corporate Loan Committee. We have given our corporate loan committee loan approval authority up to the in-house lending limit of Origin Bank. Credits in excess of individual loan limits are approved either by a credit risk officer or the corporate loan committee. The corporate loan committee consists of the regional presidents, the credit risk officers, and the Chairman/Chief Administration Officer of Origin Bank and is chaired by the bank’s Chief Risk Officer. A rotating member of the directors’ loan committee is also a voting participant at each meeting. All loans with total exposure exceeding $5.0 million are generally presented to the corporate loan committee for review or approval.

•	Directors’ Loan Committee. We have a directors’ loan committee consisting solely of outside directors. A majority of these directors must be present to establish a quorum. This committee is chaired by a seasoned outside director. The directors’ loan committee reviews loans on a monthly basis that have been approved by the corporate loan committee.

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•	selecting, engaging and overseeing the independent auditors;

•	overseeing the integrity of our financial statements, including the annual audit, the annual audited financial statements, financial information included in our periodic reports that will be filed with the SEC and any earnings releases or presentations;

•	overseeing our financial reporting internal controls;

•	overseeing our internal audit functions, including oversight of the Chief Audit Executive;

•	overseeing our compliance with applicable laws and regulations;

•	overseeing our risk management functions;

•	overseeing our process for receipt of complaints and our Whistleblower Policy; and

•	reviewing and investigating any possible violation of the Codes of Ethics or other standards of business conduct by any officer or employee of the company that is related to our audit or accounting practices.

•	annually reviewing and approving compensation of our CEO, including determination of salary, bonus and incentive opportunities, and other compensation, and approving goals and objectives relevant to

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•	together with the CEO, annually reviewing and approving compensation of our other executive officers;

•	reviewing and ensuring compliance with applicable laws and regulations regarding executive compensation;

•	retaining, or obtaining the advice of, such compensation consultants, legal counsel or other advisers as the Compensation Committee deems necessary or appropriate for it to carry out its duties, with direct responsibility for the appointment, compensation and oversight of the work of such consultant, counsel or adviser;

•	reviewing and approving employment agreement, severance arrangements, change in control agreements, and similar matters; and

•	administering, reviewing and making recommendations with respect to our equity compensation plans.

•	evaluating and making recommendations to our board regarding our board’s number and composition, committee structure and assignments, and director responsibilities;

•	assisting our board of directors in identifying prospective director nominees and recommending nominees for each annual meeting of shareholders to our board of directors, including reviewing any prospective directors nominated by shareholders, or as vacancies on the board occur;

•	developing and overseeing a self-evaluation process for our board;

•	reviewing developments in corporate governance practices and developing and recommending governance principles applicable to our board of directors;

•	reviewing corporate actions in furtherance of our social responsibilities, including support of charitable, educational and business organizations;

•	reviewing and investigating any possible violation of the Codes of Ethics or other standards of business conduct by any director or executive officer of the company, except as such are related to our audit or accounting practices.

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•	developing and recommending the implementation of our market risk functional framework and oversight policy;

•	overseeing the administration and effectiveness of our market risk functional framework and other significant investment and related policies;

•	reviewing and overseeing the operation of our capital adequacy assessments, forecasting and stress testing processes and activities; and

•	reviewing and making recommendation to the board regarding declaration of dividends, repurchase of securities, financing and significant capital expenditures.

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•	Drake Mills, our President, Chief Executive Officer and Chairman of the Board;

•	M. Lance Hall, our Senior Executive and Chief Operating Officer; and

•	F. Ronnie Myrick, our Senior Executive and Chief Banking Officer

(1)	Represents a discretionary award for 2017 performance paid in 2018.

(2)

Values represent deferral payouts made in 2017 with respect to incentives earned for 2015 performance. Initial amounts earned with respect to 2015 performance were paid in 2016 with 10% of the total award deferred for one year and 10% of the total award deferred for two years. In order to receive the award, the executives were required to be employed and in good standing, and we had to achieve certain profitability and credit quality goals.

(3)	The amounts shown in this column are composed of the amounts in the table below.

(4)	No equity awards were made to our named executive officers during 2017.

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(1)	Reflects shares that have fully vested since December 31, 2017.

(2)	Based on $25.80 per share.

•	drive performance relative to our financial goals, balancing short-term and intermediate operational objectives with long-term strategic goals;

•	attract and retain the highly-qualified executives needed to achieve our goals and to maintain a stable executive management group;

•	allow flexibility in responding to changing laws, accounting standards and business needs; and

•	place a significant portion of total compensation at risk, contingent on our performance.

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(1)	Messrs. Elkins, Graham, Love and Winkler retired from our board of directors as of January 24, 2018.

(2)	Messrs. Goldstein and Pietrzak serve on our board of directors as representatives of their investment firms, Pine Brook and Castle Creek, respectively. Fees earned for service on the board are paid directly to their respective companies. The value of equity which would have been paid to these directors was paid to their companies in cash.

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•	each person known to us to be the beneficial owner of more than five percent of our common stock;

•	each of our directors and named executive officers; and

•	all directors and executive officers, as a group.

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(1)

Represents shares held of record by Pine Brook Capital Partners (Cayman), L.P., Pine Brook Capital Partners, L.P., and Pine Brook Capital Partners (SSP Offshore) II, L.P. In addition, Pine Brook Capital Partners (Cayman), L.P., Pine Brook Capital Partners, L.P., and Pine Brook Capital Partners (SSP Offshore) II, L.P. own 901,644 shares of our Series D preferred stock, which may be convertible in the future into 901,644 shares of our common stock, subject to adjustment. Pine Brook Road Associates, L.P. serves as general partner for Pine Brook Capital Partners (Cayman), L.P., Pine Brook Capital Partners, L.P., and Pine Brook Capital Partners (SSP Offshore) II, L.P. PBRA, LLC serves as general partner for Pine Brook Road Associates, L.P. Howard Newman is the sole member of PBRA, LLC, and has investment and voting control over the shares held or controlled by PBRA, LLC. Howard Newman, PBRA, LLC, and Pine Brook Road Associates, L.P. each disclaims any beneficial ownership in Pine Brook Capital Partners (Cayman), L.P., Pine Brook Capital Partners, L.P., and Pine Brook Capital Partners (SSP Offshore) II, L.P., except to the extent of its pecuniary interest therein, if any. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities by any reporting person for purposes of Section 16 or for any other purpose. The address of each of the entities identified in this note is c/o Pine Brook Road Partners, LLC, 60 East 42nd Street, 50th Floor, New York, NY 10165.

(2)	Represents shares held of record by Castle Creek Capital Partners IV, LP, for which Castle Creek Capital IV LLC serves as general partner. The business address for Castle Creek Partners IV, LP is 6051 El Tordo, Rancho Santa Fe, California 92067.

(3)

Following the completion of this offering, each participant in the plan will have the right to direct the trustee to vote the shares allocated to his or her account on all matters requiring a vote of the shareholders. In the event that a participant does not direct the trustee on how to vote his or her allocated shares, the trustee will determine how such shares are to be voted. The trustee also has the right to vote all of the shares held by the employee stock ownership plan that are not allocated to participant accounts and may be deemed the beneficial owner thereof.

(4)	Represents shares held of record by Banc Fund VII, L.P., Banc Fund VIII, L.P., and Banc Fund IX, L.P., which are controlled by The Banc Funds Company, LLC. The business address of The Banc Funds Company, LLC is 20 North Wacker Drive, Suite 3300, Chicago, Illinois 60606.

(5)	Includes 233 shares of unvested restricted stock.

(6)	Includes 32,704 shares held of record in an individual retirement account for his benefit and 3,880 shares held of record in an individual retirement account for the benefit of his spouse.

(7)	Includes 14,816 shares held of record by his children.

(8)	Does not include any shares of common stock held by Pine Brook, which are described in note 1 to this table, for which Mr. Goldstein disclaims beneficial ownership.

(9)	Includes 146 shares of unvested restricted stock.

(10)	Includes 3,466 shares held of record in an individual retirement account for his benefit, options to purchase 170,000 shares of common stock and 400 shares of unvested restricted stock.

(11)	Includes 108 shares of unvested restricted stock, 8,138 shares held of record by his spouse, 37,942 shares held of record in an individual retirement account for his benefit and 22,560 shares held of record by an entity over which he has beneficial ownership.

(12)	Does not include any shares of common stock held by Castle Creek Capital Partners IV, LP, which are described in note 2 to this table, for which Mr. Pietrzak disclaims beneficial ownership.

(13)	Includes 3,049 shares held of record in an individual retirement account for his benefit, 599 shares held of record in an individual retirement account for the benefit of his spouse, 1,620 shares held of record by his spouse, and an aggregate of 3,367 shares held of record by his children.

(14)	Includes 7,000 shares held of record in an individual retirement account for her benefit.

(15)	Includes 30,140 shares held of record by entities over which he shares beneficial ownership.

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•	we have been or are to be a participant;

•	the amount involved exceeds or will exceed $120,000; and

•	any of our directors, executive officers or beneficial holders of more than 5% of our capital stock, or any immediate family member of or person sharing the household with any of these individuals (other than tenants or employees), had or will have a direct or indirect material interest.

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•	securities issued to our employees, officers, directors or consultants under any employee benefit plan or compensatory arrangement approved by our board of directors;

•	securities issued as consideration in connection with any bona fide, arm’s-length merger, acquisition or similar transaction;

•	securities issued in connection with the exercise or conversion of our outstanding securities or any interest payment, dividend or distribution on those securities; or

•	securities issued in connection with any expedited issuance of new securities undertaken at the written direction of a bank regulatory agency.

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(1)	Represents 145,753 shares purchased by Pine Brook Capital Partners, L.P., 25,731 shares purchased by Pine Brook Capital Partners (SSP Offshore) II, L.P., and 10,179 shares purchased by Pine Brook Capital Partners (Cayman), L.P., for which Pine Brook Road Associates, L.P. serves as general partner (which we collectively refer to as Pine Brook).

(2)	Represents 50,000 shares purchased by Banc Fund VIII L.P. and 404,546 shares purchased by Banc Fund IX L.P., for which The Banc Funds Company, LLC serves as general partner.

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•	to effect or validate any amendment, alteration or repeal (including by means of merger, consolidation or otherwise) of any provision of our articles of incorporation or bylaws that would adversely affect the rights of the holders of our Series D preferred stock; and

•	to consummate a “reorganization event,” which is generally defined to include a merger, consolidation or sale of substantially all of our assets, in which the Series D preferred stock is not converted into common stock or otherwise afforded certain protections under the certificate of designation for our Series D preferred stock.

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•	implement the same leverage and risk-based capital requirements that apply to insured depository institutions to bank holding companies with total assets in excess of $1.00 billion;

•	establish the Consumer Financial Protection Bureau to, among other things, establish and implement rules and regulations applicable to all entities offering consumer financial products or services;

•	permanently increase FDIC deposit insurance maximum to $250,000 and broaden the base for FDIC insurance assessments from the amount of insured deposits to average total consolidated assets less average tangible equity during the assessment period, subject to certain adjustments;

•	eliminate the upper limit for the reserve ratio designated by the FDIC each year, increase the minimum designated reserve ratio of the deposit insurance fund from 1.15% to 1.35% of the estimated amount of total insured deposits by September 30, 2020 and eliminate the requirement that the FDIC pay dividends to depository institutions when the reserve ratio exceeds certain thresholds;

•	permit banks to branch across state lines if the laws of the state where the new branch is to be established would permit the establishment of the branch if it were part of a bank that was chartered by such state;

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•	repeal the federal prohibitions on the payment of interest on demand deposits, thereby permitting depository institutions to pay interest on business transaction and other accounts;

•	require bank holding companies and banks to be “well capitalized” and “well managed” in order to acquire banks located outside of their home state and require any bank holding company electing to be treated as a financial holding company to be “well capitalized” and “well managed;”

•	direct the Federal Reserve to establish limitations on interchange fees for debit cards under a “reasonable and proportional cost” per transaction standard;

•	increase regulation of consumer protections regarding mortgage originations, including originator compensation, minimum repayment standards, and prepayment consideration;

•	implement corporate governance revisions, including with regard to executive compensation and proxy access by shareholders; and

•	increase the authority of the Federal Reserve to examine us and any nonbank subsidiaries.

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•	A valid Internal Revenue Service Form W-8BEN or Form W-8BEN-E (or other applicable form) prior to payment of the dividend upon which you certify, under penalties of perjury, your status as a non-United States person and your entitlement to the lower treaty rate with respect to such payments, or

•	In the case of payments made outside the United States to an offshore account (generally, an account maintained by you at an office or branch of a bank or other financial institution at any location outside

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•	You are a non-United States person, and

•	The dividends are effectively connected with your conduct of a trade or business within the United States (and, if an applicable income tax treaty so provides, attributable to a permanent establishment or fixed base maintained in the United States) and are includible in your gross income.

•	the gain is effectively connected with your conduct of a U.S. trade or business (and, if an income tax treaty applies, the gain is attributable to a permanent establishment or a fixed base maintained by you in the United States);

•	you are an individual who is present in the United States for a period or periods aggregating 183 days or more during the calendar year in which the sale or disposition occurs and certain other conditions are met; or

•	our common stock constitutes a U.S. real property interest by reason of our status as a “United States real property holding corporation,” or USRPHC, for U.S. federal income tax purposes at any time within the shorter of the five-year period preceding your disposition of, or your holding period for, our common stock.

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•	the foreign entity is a “foreign financial institution” that undertakes specified due diligence, reporting, withholding and certification obligations or, in the case of a foreign financial institution that is a resident in a jurisdiction that has entered into an intergovernmental agreement to implement FATCA, the entity complies with the diligence and reporting requirements of such an agreement;

•	the foreign entity is not a “foreign financial institution” and identifies certain of its U.S. investors; or

•	the foreign entity otherwise is exempted under FATCA.

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•

offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, hypothecate, establish an open "put equivalent position" within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer any shares of our common stock or any securities convertible into or exchangeable or exercisable for our common stock, whether now owned or hereafter acquired or with respect to which such person has or hereafter acquires the power of disposition, or exercise any right with respect to the registration thereof, or file or cause to be filed any registration statement under the Securities Act, with respect to any of the foregoing;

•	enter into any swap, hedge, or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the shares of our common stock or such other securities, whether any such swap or transaction is to be settled by delivery of shares of our common stock or other securities, in cash or otherwise; or

•	publicly disclose the intention to make any such offer, pledge, sale or disposition, or to enter into any such swap, hedge, transaction or other arrangement.

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•	stabilizing transactions;

•	short sales; and

•	purchases to cover positions created by short sales.

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•	to any legal entity which is a "qualified investor" as defined in the Prospectus Directive;

•	to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the underwriters for any such offer; or;

•	in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of securities shall require us or any of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive.

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(1)	Presentation for 2016 beginning share and per share amounts has been adjusted to reflect a 2-for-1 stock split that occurred on October 5, 2016.

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(1)

Participating stockholders include those that hold certain share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents. Such shares or units are considered participating securities (i.e., nonvested restricted stock grants). Additionally, Series D preferred stockholders are participating stockholders as those shares participate in dividends with common shares on a one for one basis.

(2)

Weighted average common shares outstanding excludes average unearned restricted shares in the computation of basic earnings per share. Under the two-class method, unearned restricted shares are included in the computation of diluted earnings per share, however, depending on nuances of the computation, may or may not affect the number of weighted average diluted common shares outstanding. Unearned restricted shares are considered issued and therefore included as part of total issued shares disclosed on the consolidated balance sheets.

(3)	Net income allocated to common stockholders for basic and diluted earnings per share may differ under the two-class method as a result of adding common stock equivalents for options to dilutive shares outstanding, which alters the ratio used to allocate earnings to common stockholders and participating securities for the purposes of calculating diluted earnings per share.

(4)	Presentation for 2016 share and per share amounts has been adjusted to reflect a 2-for-1 stock split that occurred on October 5, 2016.

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(1)	Securities carried at fair value through income have no unrealized gains or losses at the balance sheet date as all changes in value have been recognized in the consolidated financial statements.

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(1)	Presented net of net deferred loan fees of $1.0 million and net deferred loan costs of $2.2 million at December 31, 2017 and 2016, respectively.

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(1)	The provision for credit losses on the consolidated statements of income includes an $8.2 million loan loss provision and an $117,000 provision for off-balance sheet commitments for the year ended December 31, 2017.

(1)	The provision for credit losses on the consolidated statements of income includes a $31.2 million loan loss provision offset by a $1.1 million release of provision for off-balance sheet commitments for the year ended December 31, 2016.

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(1)	Excludes $21.0 million and $5.6 million of commercial real estate loans and commercial and industrial loans, respectively, at fair value, which are not evaluated for impairment due to the fair value option election. See Note 5 - Fair Value of Financial Instruments for more information.

(1)	Excludes $27.6 million and $6.1 million of commercial real estate loans and commercial and industrial loans, respectively, at fair value, which are not evaluated for impairment due to the fair value option election. See Note 5 - Fair Value of Financial Instruments for more information.

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•	Quoted prices for similar, but not identical, assets or liabilities in active markets;

•	Quoted prices for identical or similar assets or liabilities in markets that are not active;

•	Inputs other than quoted prices that are observable, such as interest rate and yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates;

•	Other inputs derived from or corroborated by observable market inputs.

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(1)	$2.4 million and $112,000 of loans were past due 90 days or more at December 31, 2017 and 2016, respectively. Of these balances, the Company has guarantees receivable from U.S. government agencies totaling $1.8 million and $112,000 at December 31, 2017 and 2016, respectively.

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(1)	Loans held for investment, net does not include $26.6 million or $33.7 million of loans held at fair value at December 31, 2017 or 2016, respectively.

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(1)	The Company recorded a $343,000 write-down to MSR assets sold in 2017, which is included in this line.

(2)	Included in the outstanding principal balance of mortgage loans serviced at December 31, 2017 and 2016 were loans serviced for the Company by others of $56.5 million and $64.4 million, respectively.

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(1)	The trust preferred securities reprice quarterly based on the three-month LIBOR plus 3.30%, with the last reprice date on October 27, 2017.

(2)	The trust preferred securities reprice quarterly based on the three-month LIBOR plus 1.80%, with the last reprice date on December 13, 2017.

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(1)	Stock option expense for the year ended December 31, 2017 included expense reversal related to 16,638 stock options forfeited during the period. All remaining stock options became fully vested during the first quarter of 2017.

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(1)	The intrinsic value for stock options is calculated based on the difference between the weighted average exercise price of the underlying awards and the weighted average market price of the Company's common stock calculated over thirty days immediately prior to the reporting date.

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(1)	Due to the methodology of how losses are allocated under the two-class method, the sum of the quarterly periods may not agree to the year-to-date total presented in the consolidated statements of income for the year ended December 31, 2017.

(1)	Due to the methodology of how losses are allocated under the two-class method, the sum of the quarterly periods may not agree to the year-to-date total presented in the consolidated statements of income for the year ended December 31, 2016.

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(a)	Exhibits: The list of exhibits set forth under “Exhibit Index” at the end of this registration statement is incorporated herein by reference.

(b)	Financial Statement Schedules: None.

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(1)

For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective; and

(2)	For purposes of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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A =	Signing Date Tier 1 Capital Amount;

B =	the aggregate Liquidation Amount of the Designated Preferred Stock issued to Treasury;

C =	the aggregate amount of Charge-Offs since the Signing Date; and

D =

(i) beginning on the first day of the eleventh (11th) Dividend Period, the amount equal to ten percent (10%) of the aggregate Liquidation Amount of the Designated Preferred Stock issued to Treasury as of the Effective Date (without regard to any redemptions of Designated Preferred Stock that may have occurred thereafter) for every one percent (1%) of positive Percentage Change in Qualified Small Business Lending between the ninth (9th) Dividend Period and the Baseline; and

(1)	With respect to the Initial Dividend Period, the Applicable Dividend Rate shall be one percent (1.0%).

(2)	With respect to each of the second (2nd) through the tenth (10th) Dividend Periods, inclusive (in each case, the “Current Period”), the Applicable Dividend Rate shall be:

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(3)	With respect to the eleventh (11th) through the eighteenth (18th) Dividend Periods, inclusive, and that portion of the nineteenth (19th) Dividend Period prior to, but not including, the four and one half (4½) year anniversary of the Original Issue Date, the Applicable Dividend Rate shall be:

(4)	With respect to (A) that portion of the nineteenth (19th) Dividend Period beginning on the four and one half (4½) year anniversary of the Original Issue Date and (B) all Dividend Periods thereafter, the Applicable Dividend Rate shall be nine percent (9%).

(5)	Notwithstanding anything herein to the contrary, if the Issuer fails to submit a Supplemental Report that is due during any of the second (2nd) through tenth (10th) Dividend Periods on or before the sixtieth (60th) day of such Dividend Period, the Issuer’s QSBL for the Dividend Period that would have been covered by such Supplemental Report shall be zero (0) for purposes hereof.

(6)

Notwithstanding anything herein to the contrary, but subject to Section 3(a)(i)(5) above, if the Issuer fails to submit the Supplemental Report that is due during the tenth (10th) Dividend Period, the Issuer’s QSBL for the shall be zero (0) for purposes of calculating the Applicable Dividend Rate pursuant to Section 3(a)(i)(3) and (4). The Applicable Dividend Rate shall be re-determined effective as of the first day of the calendar quarter following the date such failure is remedied, provided it is remedied prior to the four and one half (4½) anniversary of the Original Issue Date.

(7)	Notwithstanding anything herein to the contrary, if the Issuer fails to submit any of the certificates required by Sections 3.1(d)(ii) or 3.1(d)(iii) of the Definitive Agreement when and as required thereby, the Issuer’s QSBL for the shall be zero (0) for purposes of calculating the Applicable Dividend Rate pursuant to Section 3(a)(i)(2) or (3) above until such failure is remedied.

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(1)	The Issuer, at its option, subject to the approval of the Appropriate Federal Banking Agency, may redeem, in whole or in part, at any time and from time to time, out of funds legally available therefor, the shares of Designated Preferred Stock at the time outstanding; and

(2)

If, after the Signing Date, there is a change in law that modifies the terms of Treasury’s investment in the Designated Preferred Stock or the terms of Treasury’s Small Business Lending Fund program in a materially adverse respect for the Issuer, the Issuer may, after consultation with the Appropriate Federal Banking Agency, redeem all of the shares of Designated Preferred Stock at the time outstanding.

(1)	the Liquidation Amount per share,

(2)	the per-share amount of any unpaid dividends for the then current Dividend Period at the Applicable Dividend Rate to, but excluding, the date fixed for redemption (regardless of whether any dividends are actually declared for that Dividend Period; and

(3)	the pro rata amount of CPP Lending Incentive Fees for the current Dividend Period.

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1.	Definitions. As used herein, the following terms have the following meanings:

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2.

Designation and Amount. There shall be a series of preferred stock of the Corporation, of no par value per share, which shall be designated “Series D Nonvoting Convertible Preferred Stock” (the “Series D Preferred Stock”), and the number of shares constituting that series shall be 950,000. Such number of shares may be increased or decreased by resolution of the Board of Directors and by the filing of a certificate in accordance with the provisions of the laws of the State of Louisiana stating that such increase or reduction has been so authorized; provided, however, that no decrease shall reduce the number of shares of Series D Preferred Stock to a number that is less than the number of shares of Series D Preferred Stock then outstanding plus the number of shares of Series D Preferred Stock issuable upon exercise of then outstanding rights, options or warrants or upon conversion of outstanding securities issued by the Corporation. Shares of Series D Preferred Stock that are redeemed, purchased or otherwise acquired by the Corporation shall be cancelled and shall revert to authorized and unissued shares of preferred stock, undesignated as to series and available for future issuance.

3.	Dividends and Distributions; Adjustments for Combinations and Divisions of Common Stock.

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4.	Liquidation, Dissolution or Winding Up.

5.	Transfer; Conversion.

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6.	Reorganization Events.

7.

Maturity; Redemption. The Series D Preferred Stock shall be perpetual unless converted in accordance with this Certificate of Designation. The Series D Preferred Stock will not be redeemable at the option of the Corporation or any holder of Series D Preferred Stock at any time. Notwithstanding the foregoing, nothing contained herein shall prohibit the Corporation from repurchasing or otherwise acquiring shares of Series D Preferred Stock in voluntary transactions with the holders thereof. Any shares of Series D Preferred Stock repurchased or otherwise acquired may be cancelled by the Corporation and thereafter be reissued as shares of any series of preferred stock of the Corporation.

8.	Voting Rights. The holders of Series D Preferred Stock will not have any voting rights, except as provided in Section 9 below or as otherwise from time to time required by law.

9.	Protective Provisions.

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10.

Notices. Any notice required by the provisions hereof to be given to the holders of Series D Preferred Stock will be deemed given upon the earlier of (i) actual receipt and (ii) three (3) business days after being sent by certified or registered mail, postage prepaid, return receipt requested, and addressed to each holder of record at such holder’s address as it appears on the books of the Corporation.

11.

Record Holders. To the fullest extent permitted by law, the Corporation will be entitled to recognize the record holder of any share of Series D Preferred Stock as the true and lawful owner thereof for all purposes and will not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other Person, whether or not it will have express or other notice thereof.

12.	No Preemptive Rights. Except as may be set forth in any agreement between the Corporation and any holder of Series D Preferred Stock, the holders of Series D Preferred Stock are not entitled to any preemptive or preferential right to purchase or subscribe for any capital stock, obligations, warrants or other securities or rights of the Corporation.

13.

Replacement Certificates. In the event that any Certificate will have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Corporation, the posting by such Person of a bond in such amount as the Corporation may determine is necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Corporation or the Corporation’s transfer agent, as applicable, will deliver in exchange for such lost, stolen or destroyed Certificate a replacement Certificate.

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14.	Other Rights. The shares of Series D Preferred Stock have no rights, preferences, privileges or voting powers or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or as provided by applicable law.

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Re:	Origin Bancorp, Inc.

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(a)	“Board” shall mean the Board of Directors of the Company.

(b)	“Change in Control” shall mean a change in ownership or effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company as defined

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(c)	“Code” shall mean the Internal Revenue Code of 1986, as amended.

(d)	“Common Stock” shall mean the Five Dollar ($5.00) per share par value, voting common stock of the Company.

(e)	“Grant Date” shall mean ____________, 20___, the date on which Optionee’s employment with the Company or a subsidiary thereof commenced and the Option was granted.

(f)	“Option” shall mean the option to purchase Common Stock of the Company previously granted to Optionee on the Grant date and documented pursuant to this Agreement.

(g)	“Option Price” shall mean the price at which the Common Stock may be purchased pursuant to the Option. In no event shall the Option Price be less than the fair market value of the Common Stock on the Grant Date.

(h)	“Successor Entity” shall mean any person or entity which acquires or succeeds to the business of the Company, whether by way of merger, consolidation, sale of assets or other business combination or otherwise.

(i)

“Termination of Employment” shall mean the time when Optionee ceases to be employed by the Company, any subsidiary of the Company or any Successor Entity for any reason including, but not limited to, termination by resignation or discharge, death, disability or retirement. The determination of whether a “Termination of Employment” has occurred and the effect of a leave of absence or other leave shall be made in accordance with the provisions of Section 409A of the Code and Treasury Regulations Section 1.409A-1(h)(1).

(a)	On the Grant Date, the Company irrevocably granted to Optionee the Option to purchase any part or all of an aggregate of ______________ (_____) shares (the “Option Shares”) of Common Stock, the terms and conditions of which are documented by and set forth in this Agreement.

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(b)	The Option Price of the Option Shares shall be _____________ and no/100 Dollars ($___.00) per Option Share, without commission or other charge, which price is not less than the fair market value of the Option Shares on the Grant Date.

(c)

In the event that the outstanding shares of the Common Stock are changed into or exchanged for a different number or kind of shares of the Company or other securities of the Company or a Successor Entity by reason of merger, consolidation, corporate reorganization, recapitalization, reclassification, stock split, stock dividend, combination of shares or otherwise, the Board, or the governing body of any Successor Entity, shall make an appropriate and equitable adjustment in the number and kind of Option Shares as to which the Option is then unexercised, so that, after such event, the Option Shares as to which the Option is then unexercised shall represent the same potential ownership interest in the Company (or that part of a Successor Entity which consists of the Company) immediately after such event as they represented immediately before such event. Such adjustment shall be made without change in the total price applicable to any then unexercised portion of the Option (except for any change in the aggregate price resulting from the rounding of fractional shares) and with any necessary corresponding adjustment in the Option Price per share. In no event shall the Option Shares include any fractional share or other security, and any fractions resulting from any such adjustment shall be rounded to the nearest whole share. Any such adjustment by the Board or such governing body shall be conclusive and shall bind Optionee, the Company and its subsidiaries and other affiliates, any Successor Entity and any other interested persons. The Board may make such determinations and adopt such rules and conditions as it, in its absolute discretion, deems appropriate in connection with any adjustment pursuant to this Section 2(c), including but not limited to provisions to insure that any such adjustment shall be conditioned on the consummation of the contemplated corporate transaction.

(d)	The Option is subject to such amendments or modifications as the Board may from time to time deem necessary to comply with applicable laws or regulations.

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(a)	The Option becomes exercisable, and Optionee may elect to exercise the Option, as to particular Option Shares only after the Option has become vested as to such Option Shares. Subject to Section 3(f), the Option will become vested as to the Option Shares

(b)

The Optionee must be employed by the Company or a subsidiary thereof on the vesting dates provided in Section 3(a) above in order for the Option to become vested and exercisable as to the particular Option Shares scheduled to become vested on that date. The portion of the Option which is not vested at Optionee’s Termination of Employment, if any, shall be forfeited and shall not thereafter become vested or exercisable.

(c)	Once Option Shares become vested, such Option Shares shall be exercisable by Optionee and will remain exercisable until they terminate or expire as provided in Section 3(d) or (e).

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(d)	The Option shall expire as to each incremental portion that has vested pursuant to Section 3(a) and may not thereafter be exercised to any extent by anyone after the first to occur of the following events:

(e)	Subject to the ten (10) year period in Section 3(d)(i) above, in the event of a Termination of Employment due to retirement, death or disability, the incremental portion of the Option that has vested as of the date of such Termination of Employment shall not expire but shall remain exercisable as follows:

(f)	In the event of a Change in Control of the Company, the Option shall become fully vested and exercisable as to all Option Shares on the effective date of such Change in Control, notwithstanding the vesting schedule under Section 3(a) hereof.

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(a)

During the lifetime of Optionee, only Optionee or his guardian or legal representative may exercise the Option, or any portion thereof. Following the death of Optionee, any exercisable portion of the Option may, prior to the time the Option expires under Paragraph 3(e)(ii) above, be exercised by Optionee’s legal representative or by any person empowered to do so under Optionee’s will or under the then applicable laws of descent and distribution.

(b)	The Option, to the extent vested, may be exercised in whole or in part, provided exercise in part must be in multiples of ten (10) shares, or if the balance of shares unexercised is less than ten (10) shares then an amount equal to the balance.

(c)

The Option, or the portion thereof then exercisable, may be exercised, subject to registration or qualification of the Option Shares to be received on any such Option exercise under any federal or state law and the rules and regulations of governmental authorities thereunder as the Board may deem necessary or advisable, by delivery to the office of the Secretary of the Company of all of the following prior to the time when the Option expires under Section 3(d) or (e) hereof:

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(d)

As soon as administratively feasible after receipt of the notice and payment in full of the Exercise Price as provided in Section 4(c), the Company shall issue and deliver to Optionee a certificate representing the shares of Common Stock as to which the Option has been exercised, or the net shares in the event the Company has been instructed by Optionee to withhold shares for the payment of the Option Price and/or taxes.

(e)	The Option Shares, or any part thereof, issued under the Option may be either previously authorized but unissued shares or issued shares held in treasury of the Company. The Option Shares, when issued or delivered pursuant to any exercise of the Option, shall be fully paid and nonassessable.

(f)	Optionee as such shall not be, and shall not have any of the rights or privileges of, a stockholder of the Company with respect to any Option Shares unless and until such Option Shares have been issued or delivered by the Company to Optionee in accordance with this Agreement.

(g)

The Company is authorized to withhold in accordance with applicable law, from any regular cash compensation payable to Optionee, any taxes required to be withheld by the Company under Federal, State or local law, as a result of exercise under the Option. Alternatively, Optionee may instruct the Company to withhold from the Common Stock to be issued on exercise a sufficient number of shares, at the then-current fair market value of such shares to cover the Company’s withholding obligation.

(a)

The Board shall have the power to interpret this Agreement and the Option and to adopt, amend or revoke such rules for the administration, interpretation and application of this Agreement and the Option as are consistent therewith. All actions taken and all interpretations and determinations made by the Board in good faith shall be conclusive and shall be binding on Optionee, the Company and its subsidiaries, any Successor Entity and

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(b)

Nothing in this Agreement shall confer on Optionee any right to continue in the employment of the Company, or any of the Company’s subsidiaries or other affiliates (or any Successor Entity), or shall interfere with, restrict or limit in anyway the rights of the Company or any of the Company’s subsidiaries or other affiliates (or any Successor Entity) to discharge Optionee at any time for any reason whatsoever, with or without good cause.

(c)	Neither the Option nor any interest or right therein or part thereof shall be assignable or transferable, voluntarily or involuntarily, by operation of law or otherwise and any such assignment or transfer which shall be attempted shall be null and void and of no effect.

(d)	The Company shall at all times while the Option is outstanding reserve and keep available such number of shares of Common Stock as will be sufficient to satisfy the requirements of this Agreement.

(e)

Any notice to be given under the terms of this Agreement shall be addressed to the Company at its principal place of business in care of its secretary and any notice to be given to the Optionee shall be addressed to the Optionee at the address given beneath the Optionee’s signature hereto or at such other address as Optionee subsequently provides written notice to the Company pursuant to this notice provision.

(f)	This Agreement shall not be amended or changed except in writing, signed by the Company and Optionee.

(g)	This Agreement shall be governed and construed in accordance with the laws of the State of Louisiana. In case any term of this Agreement shall be held invalid, illegal or unenforceable in whole or in part, neither the validity of the remaining part of such term nor the validity of any other term of this Agreement shall in any way be affected thereby.

(h)	This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors, and assigns.

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1.	Definitions:

A.	Substantial Subsidiaries -Banking or non-banking subsidiaries of Employer as of the date of this Agreement, or any measurement or assessment date thereafter, that comprise 25% or more of the total assets of Employer, accounted for as a consolidated entity.

B.	Investor -An individual, partnership, corporation or other legal entity that owns voting stock in Employer and/or any of its Substantial Subsidiaries, exclusive of Employer, as the parent.

C.	Investor Group - A group of Investors, acting under a formal or informal agreement or arrangement and/or under a common objective, common purpose or to the joint mutual benefit that is distinguishable from all Investors, as a group.

D.	Base Salary - The amount of compensation paid to, or on behalf of, the Employee by the Employer exclusive of; cash or non-cash bonuses, deferred compensation arrangements, contributions to employment benefit plans, life­ insurance premiums, membership dues, reimbursement of travel and business related expenses, and any other non-compensation related payments to the Employee by the Employer.

2.

Employment and Duties: Employer hereby employs Employee in the capacity as Chief Executive Officer and to perform such other duties consistent with Employee’s executive status all as may be determined and assigned to Employee by Employer’s Board of Directors. This Agreement supersedes any and all “at will” employment provisions of the Employer with respect to the Employee and shall serve as the complete and comprehensive basis of the employment relationship between the Employer and Employee.

3.	Performance: Employee shall devote his full time (except for reasonable vacation time and absence due to sickness or similar disability), attention and best efforts to the duties set forth in Section 2 above and shall generally perform his duties the same level of competency and intensity as Employer has come to expect based on past performance.

4.

Term: The initial term of Employee’s employment is for the period commencing on the Effective Date and ending on December 31, 2018, unless earlier terminated as provided in this Agreement. Thereafter, this Agreement shall automatically renew for successive three year periods unless either party shall notify the other, in writing, not less than one hundred eighty (180) days prior to the end of the initial term or any renewal term of its or his intention not to renew this Agreement. The initial term of this Agreement plus any and all renewal terms are referred herein collectively as the “Employment Term.” Notice shall be considered effectively given upon personal delivery of said written notice to Employee. Nothing in this Agreement shall be construed to prevent and Employee hereby has the right to terminate this Agreement with or without cause

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5.	Compensation: For all services to be rendered by Employee in any capacity herew1der Employer agrees to pay Employee a base salary (Base Salary”) to be established annually by the Board of Directors at a rate not less than $835,800.00, such Base Salary to be paid to Employee in equal semi-monthly installments.

6.	Insurance: Employer shall provide Employee with medical and hospitalization insurance, disability income insurance and group life insurance upon such terms and conditions as may be determined by the Board of Directors from time to time and through such programs as is provided to other employees of Employer.

7.	Pension and Profit Sharing: Employer shall include Employee in all Employer sponsored 401K Plans and other pension and profit-sharing plans in a comparable manner as provided for Employer’s other executive officers. In addition, Employer shall include Employee in a Supplemental Executive Retirement Plan (SERP) upon terms and conditions agreed upon by the Board of Directors

8.	Miscellaneous Benefits: Employer agrees to provide Employee with the following additional benefits at Employer’s sole expense:

A.	Professional dues and program costs for all professional organization memberships and continuing education programs deemed reasonably necessary by Employee to maintain his professional standing as Chief Executive Officer of Employer;

B.	Sick Leave benefits as are granted pursuant to Employer’s policy;

C.	Vacation benefits as granted pursuant to Employer’s policy;

D.	All expenses, including meals, lodging, transportation and miscellaneous for business and related travel. Employer agrees to reimburse Employee for said travel expenses upon written request;

E.	Disability benefits, to include payment to Employee of the periodic Base Salary installments as stated above, commencing on the date the Employee is unable to perform his duties as Chief Executive Officer and continuing until disability benefits are provided to the Employee from the disability insurance provider.

F.	Monthly membership dues at Squire Creek Country Club, Choudrant, LA.;

G.	A vehicle to be agreed upon by Employer and Employee, including all routine operating maintenance expenses.

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9.	Termination: Notwithstanding anything contained in this Agreement to the contrary, and subject to the provisions of Section 17, and unless otherwise agreed to in writing by Employer and Employee, this Agreement shall terminate upon the occurrence of any of the following events:

A.	At any time by mutual agreement in writing between Employer and Employee;

B.	Immediately upon the death of the Employee;

C.	Immediately upon the Employee becoming permanently and totally disabled, which shall result in the permanent inability to satisfactorily perform the Employee’s regular duties as performed prior to such disability, which disability, shall be defined in the Employer’s benefit plan and determined in good faith by Employer’s Board of Directors;

D.

At any time for Cause. For purposes of this Agreement, Cause shall be (1) a finding by Employer of the Employee’s addiction to intoxicating drugs (including alcohol), which materially affects his ability to perform duties outlined herein; (2) a conviction, guilty plea or no contest plea involving dishonesty, moral turpitude as set forth in this Agreement or (3) the willful engagement by the Employee in disloyal misconduct which is materially and demonstrably injurious to the Employer or (4) otherwise failing to perform obligations as set forth in this Agreement after notice and failure to correct such actions. Termination shall not occur unless and until there shall have been delivered to the Employee a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board of Directors of Employer at a meeting of said Board of Directors called and held for such purpose, after reasonable notice is provided to the Employee and the Employee is given an opportunity, together with counsel, to be heard before this Board of Directors, finding that, in the good faith opinion of the Board, the Employee is guilty of the conduct described in the foregoing, and specifically the particulars thereof in detail.

10.	Compensation upon Termination of Employment:

A.

Upon termination of this Agreement in accordance with Section 9 above, Employee shall be entitled to receive such Base Salary and other benefits as may be provided in this Agreement and as are accrued and unpaid as of Employee’s last day of employment. Such benefits shall include (except in the event of a termination pursuant to Section 9 D), Employee’s bonus equal to the bonus paid the Employee for the year immediately preceding the year during which termination occurs prorated based upon the number of days Employee was employed during such year.

B.	Notwithstanding any of the foregoing, in the event there is a Change of Control of the Employer and Employee is terminated or compensation or responsibilities are diminished within thirty-six (36) months of such Change in Control, Employee will be entitled to additional benefits. Change of Control shall be defined as follows:

i.	An event that occurs subsequent to the date of this Agreement, and

ii.	Whereby an Investor and/or Investor Group acquires or accumulates, through equity dividends, grants, stock options, purchases, inheritances or otherwise, inclusive of options to acquire stock in the future, fifty percent (50%) or more of the value or voting power of the Employer’s then issued and outstanding capital stock of Employer, or

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iii.

Employer completes a merger or consolidation with another corporation, other than a merger or consolidation which would result in the voting securities of Employer outstanding immediately prior thereto continuing to represent (either by remaining securities outstanding or by being converted into voting securities of the surviving entity) more than fifty­ one percent (51%) of the combined voting power of the voting securities of the Employer, or such surviving entity, as applicable, outstanding immediately after such merger.

C.

In the event that Employer undergoes a change of control, as outlined hereinabove, the Employer shall notify the Employee in writing within ten (10) business days following the change in control (the “CIC Notice”). If Employee is terminated or his responsibilities and/or compensation are reduced or diminished within thirty-six (36) months of such CIC Notice, the Employee shall be entitled immediately upon the occurrence of such event to the payment of the following additional consideration, in addition to all other compensation accrued through the date of such event diminished only by an amount equal to the product of multiplying the sum required to be paid in (i) and (ii) below by a fraction, the numerator of which is the number of full months elapsed between delivery of the notice of Change in Control and termination, change in responsibility and/or compensation and the denominator of which is 36:

i.	To receive an amount equal to three (3) times Employee’s annual Base Salary at date of the CIC Notice;

ii.	To receive an amount equal to three (3) times the average of the Bonus paid to Employee during the three (3) calendar years immediately preceding the date of the CIC Notice;

iii.	To receive or have paid on Employee’s behalf for a period of up to eighteen (18) months following the termination date, all premiums for the continuation of Employer’s current medical hospitalization insurance program;

iv.	To exercise all options (whether vested or not) to purchase such number of shares of Employer equal to the difference between the number of shares for which options have been granted and the number of shares previously purchased by Employee pursuant to the options described in Section 13 so as to enable Employee to acquire all shares optioned at the price set forth in Section 13;

D.

If the Employee and Employer agree, the employment relationship between the Employer and Employee may continue beyond the change in control date to a mutually agreed upon future date. Should such a mutual arrangement occur, the resulting terms and conditions of the future employment relationship shall be committed to writing and added as an addendum to this Agreement. With the exception of the specific provisions of this Agreement that are superseded by said addendwn, all provisions of this Agreement will remain in force until the conclusion of the employment relationship between the Employer and Employee.

11.	Confidentiality: Employee acknowledges that in rendering services pursuant to this Agreement, Employee will have contact with and develop relationships with the customers of Employer. In all of Employee’s activities pursuant to this Agreement, Employee, through nature of Employee’s work, will also have access to and will

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12.

Non-Solicitation: Employee irrevocably warrants, covenants and agrees that during the term of this Agreement and for a period of two (2) years following termination hereof, Employee will not within the parishes of Lincoln, Ouachita, Union, Claiborne, Jackson, Morehouse and Bienville together with any other parishes/counties in which Employer may then have a branch banking facility intentionally take any action of any kind, which will disturb or may or might disturb the existing business and/or relationship of Employer with any customer or other employee of Employer with whom Employee came in contact while employed by Employer including, but not being limited to the solicitation of banking business from customers of Employer with whom Employee made or came into contact with as an Employee of Employer. The above provision does not limit or prohibit the Employee from taking any necessary legal actions, on his own behalf and independent of the employment relationship with the Employer, to protect his personal interest against any customer or supplier of the Employer.

13.	Option to Purchase Stock:

A.

First Option. Employee shall be fully vested with an option to purchase Sixty Thousand (60,000) shares of common stock of Employer for a price of Sixteen and 50/100 Dollars ($16.50) per share. The options herein granted to Employee shall be exercised by Employee at any time on or after their respective vesting dates but in no event later than December 31, 2024, and the total number of shares which Employee may acquire pursuant to this Section shall not exceed Sixty Thousand (60,000). The options herein granted to Employee are personal to Employee and, except as provided for under Section 18, shall not be encumbered, assigned, transferred or otherwise disposed of. Such options shall be exercised by written notice delivered to Employer together with a cashier’s check for the respective purchase prices of stock in respect of the options being exercised. No option granted hereunder constitutes an offer to purchase until Employee is provided with, or given reasonable access to full and fair disclosure of all material information relating to the business and affairs of Employer and the purchase of stock.

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B.

Second Option. Effective October 1, 2011, Employee was granted an option (Second Option) to purchase up to Twenty-Five Thousand (25,000) shares of common stock of CTFC at an option price of Thirty-Five Dollars ($35.00) per share. Conditional upon the Agreement being in full force and effect and Employee not being in default hereunder, the option shall vest and become exercisable as to Five Thousand (5,000) of such shares as of the first day of January of each calendar year, commencing January 1, 2012 and continuing each January I during the term hereof until all option shares have vested. In the event of an IPO of CTFC’s stock during the term hereof, the entire option will be considered fully vested.

C.

Adjustment. At any time, the remaining number of unexercised shares and related exercise price per share of the Employer’s common stock subject to the options as described herein, are to be adjusted ratably to reflect changes to the Employer’s total issued and outstanding common stock caused by Employer’s actions subsequent to the date of this Agreement so that the resulting number of unexercised shares, calculated as a percentage of total common shares issued and outstanding, and the related value of the exercise price per share, are equivalent immediately following the change as they were immediately prior to the change. Such events include, yet are not limited to, stock dividends, stock splits, and issuances of additional classes of common stock other than for cash, pursuant to a merger or pursuant to exercise of other options.

14.	Notices: Any notice required or permitted to be given under this Agreement shall be sufficient if in writing and sent by certified mail as follows:

15.

Entire Agreement: This Agreement as written and its terms, conditions and provisions shall represent and constitute the entirety of the employment agreement existing between the parties hereto and shall supersede any and all other agreements, writings, conversations or representations, if any, made by either party or their representatives, agents or employees at m1y time either prior to or subsequent to the execution of this Agreement.

16.	Waivers: The waiver by any party hereto of a breach of any provision of this Agreement unless or until executed in writing by the parties hereto with the same formality attending execution of this Agreement, and signed by both the Employer and Employee.

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17.	Amendment: No amendment or modification of this Agreement shall be deemed effective unless or until executed in writing by the parties hereto with the same formality attending execution of this Agreement, and signed by both Employer and Employee.

18.

Designated Beneficiarv: In the event of the Employee’s death or determination of total and permanent disability as provided for in Section 9(B) and Section 9(C) whereupon the Employee could not legally act on his/her own behalf, the Employee’s designated beneficiary(s) shall be entitled to receive any and all amounts or other benefits specified in this Agreement, including any extensions thereto as documented in an addendum, as would the Employee had he been alive or of full capacity and make elections under the terms of this Agreement in the same capacity as the Employee for a period of no more than ninety (90) calendar days following the Employee’s date of death or disability determination. The Employee shall designate his beneficiary in writing to the Employer upon execution of this Agreement and may amend his designation at any time and from time to time through written notice to the Employer. Individuals designated as beneficiaries by the Employee must be of majority age at the date of designation.

19.	Assignment: The performance of all the obligations under this Agreement are personal and non-inheritable obligations of the Employee and shall not be assignable to others.

20.	Governing Law: This Agreement having been executed and delivered in the State of Louisiana will have its validity, interpretation, performance and enforcement governed by the laws of said state

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A.	Substantial Subsidiaries - Banking or non-banking subsidiaries of Community Trust Bank as of the date of this Agreement, or any measurement or assessment date thereafter, that comprise 25% or more of the total assets of Community Trust Bank, accounted for as a consolidated entity

B.	Investor -An individual, partnership, corporation or other legal entity that owns voting stock in Community Trust Bank and/or any of its Substantial Subsidiaries, exclusive of Community Trust Bank, as the parent.

C.	Investor Group - A group of Investors, acting under a formal or informal agreement or arrangement and/or under a common objective, common purpose or to the joint mutual benefit that is distinguishable from all Investors, as a group.

D.	Base Salary - The amount of compensation paid to, or on behalf of, the Employee by the Employer exclusive of:: cash or non-cash bonuses, deferred compensation arrangements, contributions to employment benefit plans, life­ insurance premiums, membership dues, reimbursement of travel and business related expenses, and any other non-compensation related payments to the Employee by the Employer.

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A.	Professional dues and program costs for all professional organization memberships and continuing education programs deemed reasonably necessary by Employee to maintain his professional standing as EVP, North Central Louisiana Market President of Employer;

B.	PTO benefits as are granted pursuant to Employer's policy;

C.	All expenses, including meals, lodging, transportation and miscellaneous for business and related travel. Employer agrees to reimburse Employee for said travel expenses upon written request;

D.	Disability benefits, to include payment to Employee of the periodic Base Salary installments as stated above, commencing on the date the Employee is unable to perform his duties as EVP, North Central Louisiana Market President and continuing until disability benefits are provided to the Employee from the disability insurance provider.

E.	Monthly membership dues at Squire Creek Country Club

F.	Provide auto -gas, servicing and insurance provided by bank.

A.	At any time by mutual agreement in writing between Employer and Employee;

B.	Immediately upon the death of the Employee;

C.

Immediately upon the Employee becoming permanently and totally disabled, which shall result in the permanent inability to satisfactorily perform the Employee's regular duties as performed prior to such disability, which disability shall be determined by a panel of three (3) physicians by a majority vote, which panel shall be comprised of one physician selected by Employer, one physician selected by Employee, and third physician selected by the two panel members selected by the Employer and Employee. The majority vote of the three member panel shall be sufficient to determine whether Employee is permanently and totally disabled from performing his regular duties, imposed upon him by this Agreement;

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D.	For “cause” which, for purposes of this Agreement , shall mean:

A.

Upon termination of this Agreement in accordance with Section 9 above, Employee shall be entitled to receive such Base Salary and other benefits as may be provided in this Agreement and as are accrued and unpaid as of Employee’s last day of employment. Such benefits shall include (except in the event of a termination pursuant to Section 9 D), Employee’s bonus equal to the bonus paid the Employee for the year immediately preceding the year during which termination occurs prorated based upon the number of days Employee was employed during such year.

B.	Notwithstanding any of the foregoing, in the event there is a change of control of the Employer, Employee will be entitled to additional benefits. Change of control shall be defined as follows:

i.	An event that occurs subsequent to the date of this Agreement, and

ii.

Whereby an Investor and/or Investor Group acquires or accumulates, through equity dividends, grants, stock options, purchases, inheritances or otherwise, inclusive of options to acquire stock in the future and that said options are deemed irrevocable or enforceable, fifty percent (50%) or more of the value or voting power of the Employer's then issued and outstanding capital stock of Community Trust Bank and/or any of its Substantial Subsidiaries; or

iii.

Community Trust Bank completes a merger or consolidation with another corporation, other than a merger or consolidation which would result in the voting securities of Community Trust Bank outstanding immediately prior thereto continuing to represent (either by remaining securities outstanding or by being converted into voting securities of the surviving entity) more than fifty-one percent (51 %) of the combined voting power of the voting securities of the Community Trust Bank, as applicable, or such surviving entity outstanding immediately after such merger.

C.	In the event that Employer undergoes a change of control, as outlined hereinabove, in addition to all other compensation accrued through the date of termination of this Agreement, the Employer is required to notify the Employee in writing within ten (10) business days following the change in

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i.	To receive a payment within 30 days following the change of control in an amount equal to twenty-four (24) months Employee's then current Base Salary;

ii.	To receive a payment within 30 days following the change of control in an amount equal to two times the average of the Bonus paid to Employee during the three (3) calendar years immediately preceding the termination of this Agreement;

iii.	To exercise any or all of Employee's outstanding and unexercised stock options (whether vested or not) to purchase shares of Employer, which as of the date of this Agreement shall equal Twenty-Five Thousand (25,000) such options at the price and upon such other terms and conditions as are set forth in Section 11.

D.

If the Employee and Employer agree, the employment relationship between the Employer and Employee may continue beyond the change in control date to a mutually agreed upon future date. Should such a mutual arrangement occur, the resulting terms and conditions of the future employment relationship shall be committed to writing and added as an addendum to this Agreement. With the exception of the specific provisions of this Agreement that are superseded by said addendum, all provisions of this Agreement will remain in force until the conclusion of the employment relationship between the Employer and Employee. Should this Agreement be extended beyond the change in control date, all payments of cash and vesting of stock will occur within ten business days following tl1e change in control date within the provisions of Section 10(E). Post employment insurance provisions will automatically be deferred to become effective upon the final date of termination of employment.

E.	Employer shall, upon termination of this Agreement, transfer to Employee any and all life insurance policies which Employer may have acquired, insuring the life of Employee, together with any and all cash values, if any. Change of ownership shall include the right of Employee to change the beneficiary to whichever beneficiary Employee designates.

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E.	Notwithstanding the specific provisions as stated herein, all amounts to be paid to Employee pursuant to this Section 10 shall be paid, transferred or provided to the Employee by the Employer no later thm1 sixty (60) days following the Employee's termination of employment.

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(A)	any examinations and discussions pursuant to this Section 3.1(c)(i) shall be conducted during normal business hours and in such manner as not to interfere unreasonably with the conduct of the business of the Company;

(B)

neither the Company nor any Company Subsidiary shall be required by this Section 3.1(c)(i) to disclose any information to the extent (x) prohibited by applicable law or regulation, or (y) that such disclosure would reasonably be expected to cause a violation of any agreement to which the Company or any Company Subsidiary is a party or would cause a risk of a loss of privilege to the Company or any Company Subsidiary (provided that the Company shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the restrictions in this clause (B) apply);

(C)

the obligations of the Company and the Company Subsidiaries to disclose information pursuant to this Section 3.1(c)(i) to any Oversight Official or any agent, consultant, contractor and advisor thereof, such Oversight Official shall have agreed, with respect to documents obtained under this Section 3.1(c)(i), to follow applicable law and regulation (and the applicable customary policies and procedures) regarding the dissemination of confidential materials, including redacting confidential

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(D)	for avoidance of doubt, such examinations and discussions may, at Treasury’s option, be conducted on site at any office of the Company or any Company Subsidiary.

(A)

as soon as available after the end of each fiscal year of the Company, and in any event within 90 days thereafter, a consolidated balance sheet of the Company as of the end of such fiscal year, and consolidated statements of income, retained earnings and cash flows of the Company for such year, in each case prepared in accordance with GAAP applied on a consistent basis and setting forth in each case in comparative form the figures for the previous fiscal year of the Company and which shall be audited to the extent audited financial statements are available;

(B)	as soon as available after the end of the first, second and third quarterly periods in each fiscal year of the Company, a copy of any quarterly reports provided to other stockholders of the Company or Company management by the Company;

(C)	as soon as available after the Company receives any assessment of the Company’s internal controls, a copy of such assessment (other than assessments provided by the Appropriate Federal Banking Agency or the Appropriate State Banking Agency that the Company is prohibited by applicable law or regulation from disclosing to Treasury);

(D)	annually on a date specified by Treasury, a completed survey, in a form specified by Treasury, providing, among other things, a description of how the Company has utilized the funds the Company received hereunder in connection with the sale of the Preferred Shares and the effects of such funds on the operations and status of the Company;

(E)	as soon as such items become effective, any amendments to the Charter, bylaws or other organizational documents of the Company; and

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(F)	at the same time as such items are sent to any stockholders of the Company, copies of any information or documents sent by the Company to its stockholders.

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A:	Stock Certificate Questionnaire

B:	Form of Opinion of Company Counsel

C:	Form of Secretary’s Certificate

D:	Form of Officer’s Certificate

E:	Form of Registration Rights Agreement

F:	Form of Certificate of Designation

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1.	The Agreement and the related schedules and exhibits thereto;

2.	The Registration Rights Agreement by and between the Company, the Purchaser and the other parties named therein, dated as of ___________, 2012 (the “Registration Rights Agreement”), and all related schedules and exhibits thereto;

3.	The Other Purchase Agreements and the related schedules and exhibits thereto;

4.	A copy, certified by the Louisiana Secretary of State on _________ 2012, of the Articles of Incorporation of the Company;

5.	The Bylaws of the Company, as certified to us by the Company;

6.	Certificates, dated as of the date hereof, containing representations to this firm as to certain factual matters and executed by certain senior officers of the Company; and

7.	Certificates of [___________ ] , dated as of recent dates, issued by various state and federal agencies and departments.

1.	The Company is duly registered as a financial holding company under the Bank Holding Company Act of 1956, as· amended, and has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Louisiana. The Company has the requisite corporate power and authority to carry on its business as presently conducted.

2.	Community Trust Bank (the “Bank”) is duly organized as a Louisiana banking corporation and is validly existing and in good standing under the laws of the State of Louisiana. The Bank has the requisite power and authority as a banking corporation to carry on its business as presently conducted.

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3.	The Company has the corporate power and authority to execute and deliver and to perform its obligations under the Agreement, the Other Purchase Agreements and the Registration Rights Agreement, including, without limitation, to issue the Shares pursuant to the Agreement and to issue the shares of Common Stock pursuant to the Other Purchase Agreements.

4.

The Agreement, the Other Purchase Agreements and the Registration Rights Agreement have been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery by the Purchaser or the Other Purchasers, as applicable, each of the Agreement, the Other Purchase Agreements and the Registration Rights Agreement constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (iii) insofar as indemnification and contributions provisions may be limited by applicable law.

5.

The execution and delivery by the Company of the Agreement, the Other Purchase Agreements and the Registration Rights Agreement and the performance by the Company of its obligations under the Agreement, the Other Purchase Agreements and the Registration Rights Agreement, including its issuance and sale of the Shares, do not and will not: (a) contravene or result in any violation of the Articles of Incorporation or Bylaws of the Company, (b) require any consent, approval, license or exemption by, order or authorization of, or filing, recording or registration by the Company with any federal or state governmental authority (except as expressly contemplated by the Registration Rights Agreement), ( c) violate any court order, judgment or decree, if any, applicable to or binding upon the Company or the Bank, ( d) result in a breach of, or constitute a default under, any material contract to which the Company or the Bank is a party or by which any of their respective assets may be bound, or (e) violate or conflict with, or result in any contravention of, any federal, Louisiana or Louisiana law, rule or regulation applicable to the Company or the Bank.

6.	The Shares have been duly and validly authorized and, when issued, delivered and paid for as contemplated in the Agreement, will be duly and validly issued, fully paid and non-assessable, and free of any preemptive right or similar rights contained in the Company’s Articles of Incorporation or Bylaws.

7.	The offer, sale and issuance of the Shares to the Purchaser in the manner contemplated by the Agreement, do not require registration under the Securities Act or any state securities or blue sky laws and was made pursuant to an exemption from registration afforded by Section 4(2) of the Securities Act and Regulation D promulgated thereunder.

8.	Neither the Company nor any of its Subsidiaries is an “investment company” under the Investment Company Act of 1940, as amended.

1.

We have assumed that (a) all factual information contained in all documents reviewed by us is true and correct, (b) all signatures on all documents reviewed by us are genuine, ( c) all documents submitted as copies are true and complete copies of the originals thereof, ( d) the Purchaser has all power and authority to execute, deliver, and perform its obligations under the Agreement and the Registration Rights Agreement, ( e) the Agreement and the Registration Rights Agreement have been duly and validly authorized, executed, and delivered by the Purchaser, (f) the Agreement and the Registration Rights Agreement are valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, (g) the Purchaser has delivered the

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2.

With respect to factual matters relevant to our opinions, this firm has reviewed and relied solely upon the representations of the Company and the Purchaser made in the Agreement and in certificates of officers of the Company referred to in Section A above, and we have not undertaken to verify independently any of such factual matters, provided that nothing has come to our attention that caused us to believe such representations and certificates contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

3.

In rendering the opinions set forth in Paragraph B.1 with respect to the good standing of the Company, we have relied solely on certificates of state authorities of the Company’s good standing that this firm received in response to this firm’s requests for confirmation of such good standing in such jurisdictions. In rendering the opinion set forth in Paragraph B.1 with respect to the registration of the Company as a financial holding company under the Bank Holding Company Act of 1956, as amended, we have relied solely on correspondence from the Federal Reserve Bank of Dallas received in response to this firm’s request for confirmation of such registration and election of treatment. By necessity, our opinions set forth in Paragraphs B.1 are given as of the date of such certificates or correspondence. Nothing has come to our attention that would cause us to believe that such opinions have ceased to be valid as of the date of this opinion letter.

4.	In rendering the opinion set forth in Paragraph B.4.(d), we have relied exclusively on our review of the Company’s and the Bank’s “material contracts” within the meaning of Item 60l(b)(10) of Regulation S-K promulgated by the Securities and Exchange Commission, that have been identified and disclosed to us by the Company and the Bank.

5.

We express no opinion as to the laws of any jurisdiction other than the State of Louisiana and the federal laws of the United States of America. We express no opinion under the laws of the State of Louisiana or the federal laws of the United States of America with respect to any environmental, securities (other than as set forth in Paragraph B.6), tax or antitrust laws. We also express no opinion with respect to compliance by the Company or any other person with the Employee Retirement Income Security Act of 1974, or any comparable state laws.

6.	Except as expressly set forth herein, we have made no independent investigation as to the accuracy or completeness of any representation, warranty, or other factual information, written or oral, made or furnished in connection with the documents referred to in Section A hereof, and no matters have come to our attention that would warrant such an investigation.

7.	We have assumed that the parties to the Agreement have acted and will act in good faith.

8.

Although we have acted as counsel to the Company in connection with certain matters other than the transactions contemplated by the Agreement, the Other Purchaser Agreements and the Registration Rights Agreement, our engagement is limited to certain matters about which we have been consulted. Consequently, there may exist matters of a factual or legal nature involving the Company as to which we have not been consulted and have not represented the Company.

9.

This opinion is rendered based upon our interpretation of existing law, to the extent specified in Paragraph C.4, and is not intended to speak with reference to standards hereafter adopted or evolved in subsequent judicial decisions by courts. The opinions expressed herein are as of the date hereof, and we assume no obligation to update or supplement such opinions to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.

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10.	This opinion letter is limited to the matters stated herein and no opinions may be implied or inferred beyond the matters expressly stated herein.

11.	This opinion letter is delivered solely for your benefit, and no other party or entity is entitled to rely hereon without the express prior written consent of this firm.

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1.	Attached hereto as Exhibit A is a true, correct and complete copy of the resolutions duly adopted by the Board of Directors of the Company relating to the proposed transaction. Such resolutions have not in any way been amended, modified, revoked or rescinded, have been in full force and effect since their adoption to and including the date hereof and are now in full force and effect.

2.	Attached hereto as Exhibit B is a true, correct and complete copy of the Articles of Incorporation of the Company, together with all amendments thereto currently in effect, and no action has been taken to further amend, modify or repeal such Articles of Incorporation, the same being in full force and effect in the attached form as of the date hereof.

3.	Attached hereto as Exhibit C is a true, correct and complete copy of the Bylaws of the Company, together with all amendments thereto currently in effect, and no action has been taken to further amend, modify or repeal such Bylaws, the same being in full force and effect in the attached form as of the date hereof.

4.	Each person listed below has been duly elected or appointed to the position(s) indicated opposite his name and is duly authorized to sign the Securities Purchase Agreement and the related Registration Rights Agreement on behalf of the Company, and the signature appearing opposite such person’s name below is such person’s genuine signature.

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If to the Company:	Community Trust Financial Corporation

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With a copy to:	Jones, Walker, Waechter, Poitevent, Carrére & Denégre L.L.P.

If to the Purchaser:	Castle Creek Capital Partners IV, LP

With a copy to:	Simpson Thacher & Bartlett LLP

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A.	Basis of Opinion.

1.	The Agreement and the related schedules and exhibits thereto;

2.	The Registration Rights Agreement by and between the Company, the Purchaser and the other parties named therein, dated as of ___________, 2012 (the “Registration Rights Agreement”), and all related schedules and exhibits thereto;

3.	The Other Purchase Agreements and the related schedules and exhibits thereto;

4.	A copy, certified by the Louisiana Secretary of State on _________ 2012, of the Articles of Incorporation of the Company;

5.	The Bylaws of the Company, as certified to us by the Company;

6.	Certificates, dated as of the date hereof, containing representations to this firm as to certain factual matters and executed by certain senior officers of the Company; and

7.	Certificates of [___________ ] , dated as of recent dates, issued by various state and federal agencies and departments.

B.	Opinion.

1.	The Company is duly registered as a financial holding company under the Bank Holding Company Act of 1956, as· amended, and has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Louisiana. The Company has the requisite corporate power and authority to carry on its business as presently conducted.

2.	Community Trust Bank (the “Bank”) is duly organized as a Louisiana banking corporation and is validly existing and in good standing under the laws of the State of Louisiana. The Bank has the requisite power and authority as a banking corporation to carry on its business as presently conducted.

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3.	The Company has the corporate power and authority to execute and deliver and to perform its obligations under the Agreement, the Other Purchase Agreements and the Registration Rights Agreement, including, without limitation, to issue the Shares pursuant to the Agreement and to issue the shares of Common Stock pursuant to the Other Purchase Agreements.

4.

The Agreement, the Other Purchase Agreements and the Registration Rights Agreement have been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery by the Purchaser or the Other Purchasers, as applicable, each of the Agreement, the Other Purchase Agreements and the Registration Rights Agreement constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (iii) insofar as indemnification and contributions provisions may be limited by applicable law.

5.

The execution and delivery by the Company of the Agreement, the Other Purchase Agreements and the Registration Rights Agreement and the performance by the Company of its obligations under the Agreement, the Other Purchase Agreements and the Registration Rights Agreement, including its issuance and sale of the Shares, do not and will not: (a) contravene or result in any violation of the Articles of Incorporation or Bylaws of the Company, (b) require any consent, approval, license or exemption by, order or authorization of, or filing, recording or registration by the Company with any federal or state governmental authority (except as expressly contemplated by the Registration Rights Agreement), ( c) violate any court order, judgment or decree, if any, applicable to or binding upon the Company or the Bank, ( d) result in a breach of, or constitute a default under, any material contract to which the Company or the Bank is a party or by which any of their respective assets may be bound, or (e) violate or conflict with, or result in any contravention of, any federal, Louisiana or Louisiana law, rule or regulation applicable to the Company or the Bank.

6.	The Shares have been duly and validly authorized and, when issued, delivered and paid for as contemplated in the Agreement, will be duly and validly issued, fully paid and non-assessable, and free of any preemptive right or similar rights contained in the Company’s Articles of Incorporation or Bylaws.

7.	The offer, sale and issuance of the Shares to the Purchaser in the manner contemplated by the Agreement, do not require registration under the Securities Act or any state securities or blue sky laws and was made pursuant to an exemption from registration afforded by Section 4(2) of the Securities Act and Regulation D promulgated thereunder.

8.	Neither the Company nor any of its Subsidiaries is an “investment company” under the Investment Company Act of 1940, as amended.

1.

We have assumed that (a) all factual information contained in all documents reviewed by us is true and correct, (b) all signatures on all documents reviewed by us are genuine, ( c) all documents submitted as copies are true and complete copies of the originals thereof, ( d) the Purchaser has all power and authority to execute, deliver, and perform its obligations under the Agreement and the Registration Rights Agreement, ( e) the Agreement and the Registration Rights Agreement have been duly and validly authorized, executed, and delivered by the Purchaser, (f) the Agreement and the Registration Rights Agreement are valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, (g) the Purchaser has delivered the

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2.

With respect to factual matters relevant to our opinions, this firm has reviewed and relied solely upon the representations of the Company and the Purchaser made in the Agreement and in certificates of officers of the Company referred to in Section A above, and we have not undertaken to verify independently any of such factual matters, provided that nothing has come to our attention that caused us to believe such representations and certificates contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

3.

In rendering the opinions set forth in Paragraph B.1 with respect to the good standing of the Company, we have relied solely on certificates of state authorities of the Company’s good standing that this firm received in response to this firm’s requests for confirmation of such good standing in such jurisdictions. In rendering the opinion set forth in Paragraph B.1 with respect to the registration of the Company as a financial holding company under the Bank Holding Company Act of 1956, as amended, we have relied solely on correspondence from the Federal Reserve Bank of Dallas received in response to this firm’s request for confirmation of such registration and election of treatment. By necessity, our opinions set forth in Paragraphs B.1 are given as of the date of such certificates or correspondence. Nothing has come to our attention that would cause us to believe that such opinions have ceased to be valid as of the date of this opinion letter.

4.	In rendering the opinion set forth in Paragraph B.4.(d), we have relied exclusively on our review of the Company’s and the Bank’s “material contracts” within the meaning of Item 60l(b)(10) of Regulation S-K promulgated by the Securities and Exchange Commission, that have been identified and disclosed to us by the Company and the Bank.

5.

We express no opinion as to the laws of any jurisdiction other than the State of Louisiana and the federal laws of the United States of America. We express no opinion under the laws of the State of Louisiana or the federal laws of the United States of America with respect to any environmental, securities (other than as set forth in Paragraph B.6), tax or antitrust laws. We also express no opinion with respect to compliance by the Company or any other person with the Employee Retirement Income Security Act of 1974, or any comparable state laws.

6.	Except as expressly set forth herein, we have made no independent investigation as to the accuracy or completeness of any representation, warranty, or other factual information, written or oral, made or furnished in connection with the documents referred to in Section A hereof, and no matters have come to our attention that would warrant such an investigation.

7.	We have assumed that the parties to the Agreement have acted and will act in good faith.

8.

Although we have acted as counsel to the Company in connection with certain matters other than the transactions contemplated by the Agreement, the Other Purchaser Agreements and the Registration Rights Agreement, our engagement is limited to certain matters about which we have been consulted. Consequently, there may exist matters of a factual or legal nature involving the Company as to which we have not been consulted and have not represented the Company.

9.

This opinion is rendered based upon our interpretation of existing law, to the extent specified in Paragraph C.4, and is not intended to speak with reference to standards hereafter adopted or evolved in subsequent judicial decisions by courts. The opinions expressed herein are as of the date hereof, and we assume no obligation to update or supplement such opinions to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.

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10.	This opinion letter is limited to the matters stated herein and no opinions may be implied or inferred beyond the matters expressly stated herein.

11.	This opinion letter is delivered solely for your benefit, and no other party or entity is entitled to rely hereon without the express prior written consent of this firm.

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1.	Attached hereto as Exhibit A is a true, correct and complete copy of the resolutions duly adopted by the Board of Directors of the Company relating to the proposed transaction. Such resolutions have not in any way been amended, modified, revoked or rescinded, have been in full force and effect since their adoption to and including the date hereof and are now in full force and effect.

2.	Attached hereto as Exhibit B is a true, correct and complete copy of the Articles of Incorporation of the Company, together with all amendments thereto currently in effect, and no action has been taken to further amend, modify or repeal such Articles of Incorporation, the same being in full force and effect in the attached form as of the date hereof.

3.	Attached hereto as Exhibit C is a true, correct and complete copy of the Bylaws of the Company, together with all amendments thereto currently in effect, and no action has been taken to further amend, modify or repeal such Bylaws, the same being in full force and effect in the attached form as of the date hereof.

4.	Each person listed below has been duly elected or appointed to the position(s) indicated opposite his name and is duly authorized to sign the Securities Purchase Agreement and the related Registration Rights Agreement on behalf of the Company, and the signature appearing opposite such person’s name below is such person’s genuine signature.

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1.	The representations and warranties of the Company contained in the Securities Purchase Agreement are true and correct as of the date when made and as of the Closing Date, as though made on and as of such date; except for such representations and warranties that speak as of a specific date.

2.	The Company has performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by the Securities Purchase Agreement to be performed, satisfied or complied with by it at or prior to the Closing.

3.	No Material Adverse Effect has occurred since the date of the Securities Purchase Agreement.

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•	Provide the VCOC Investor with the governance rights described in Section [4.15] of the

•	Provide the VCOC Investor or its designated representative with:

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If the VCOC Investor’s regular outside counsel determines in writing that other rights of consultation are reasonably necessary under applicable legal authorities promulgated after the date of this agreement to preserve the qualification of VCOC Investor’s investment in the Corporation as a “venture capital investment” for purposes of the United States Department of Labor Regulation published at 29 C.F.R. Section 2510.3-10l(d)(3)(i) (the “Plan Asset Regulation”) the Corporation agrees to cooperate in good faith with the VCOC Investor to· amend to this letter agreement to reflect such other rights that are mutually satisfactory to the Corporation and the VCOC Investor and consistent with the Federal Reserve Policy Statement on Equity Investments in Banks and Bank Holding Companies; provided that such consultation rights shall be limited to once per calendar quarter.

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If to the Company:	Community Trust Financial Corporation

With a copy to:	Jones, Walker, Waechter, Poitevent, Carrere & Denegre L.L.P.

If to the Purchaser:	Banc Fund VII L.P.

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A.	Basis of Opinion.

1.	The Agreement and the related schedules and exhibits thereto;

2.	The Registration Rights Agreement by and between the Company, the Purchaser and the other parties named therein, dated as of ___________, 2012 (the “Registration Rights Agreement”), and all related schedules and exhibits thereto;

3.	The Other Purchase Agreements and the related schedules and exhibits thereto;

4.	A copy, certified by the Louisiana Secretary of State on _________ 2012, of the Articles of Incorporation of the Company;

5.	The Bylaws of the Company, as certified to us by the Company;

6.	Certificates, dated as of the date hereof, containing representations to this firm as to certain factual matters and executed by certain senior officers of the Company; and

7.	Certificates of [___________ ] , dated as of recent dates, issued by various state and federal agencies and departments.

B.	Opinion.

1.	The Company is duly registered as a financial holding company under the Bank Holding Company Act of 1956, as· amended, and has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Louisiana. The Company has the requisite corporate power and authority to carry on its business as presently conducted.

2.	Community Trust Bank (the “Bank”) is duly organized as a Louisiana banking corporation and is validly existing and in good standing under the laws of the State of Louisiana. The Bank has the requisite power and authority as a banking corporation to carry on its business as presently conducted.

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3.	The Company has the corporate power and authority to execute and deliver and to perform its obligations under the Agreement, the Other Purchase Agreements and the Registration Rights Agreement, including, without limitation, to issue the Shares pursuant to the Agreement and to issue the shares of Common Stock pursuant to the Other Purchase Agreements.

4.

The Agreement, the Other Purchase Agreements and the Registration Rights Agreement have been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery by the Purchaser or the Other Purchasers, as applicable, each of the Agreement, the Other Purchase Agreements and the Registration Rights Agreement constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (iii) insofar as indemnification and contributions provisions may be limited by applicable law.

5.

The execution and delivery by the Company of the Agreement, the Other Purchase Agreements and the Registration Rights Agreement and the performance by the Company of its obligations under the Agreement, the Other Purchase Agreements and the Registration Rights Agreement, including its issuance and sale of the Shares, do not and will not: (a) contravene or result in any violation of the Articles of Incorporation or Bylaws of the Company, (b) require any consent, approval, license or exemption by, order or authorization of, or filing, recording or registration by the Company with any federal or state governmental authority (except as expressly contemplated by the Registration Rights Agreement), ( c) violate any court order, judgment or decree, if any, applicable to or binding upon the Company or the Bank, ( d) result in a breach of, or constitute a default under, any material contract to which the Company or the Bank is a party or by which any of their respective assets may be bound, or (e) violate or conflict with, or result in any contravention of, any federal, Louisiana or Louisiana law, rule or regulation applicable to the Company or the Bank.

6.	The Shares have been duly and validly authorized and, when issued, delivered and paid for as contemplated in the Agreement, will be duly and validly issued, fully paid and non-assessable, and free of any preemptive right or similar rights contained in the Company’s Articles of Incorporation or Bylaws.

7.	The offer, sale and issuance of the Shares to the Purchaser in the manner contemplated by the Agreement, do not require registration under the Securities Act or any state securities or blue sky laws and was made pursuant to an exemption from registration afforded by Section 4(2) of the Securities Act and Regulation D promulgated thereunder.

8.	Neither the Company nor any of its Subsidiaries is an “investment company” under the Investment Company Act of 1940, as amended.

1.

We have assumed that (a) all factual information contained in all documents reviewed by us is true and correct, (b) all signatures on all documents reviewed by us are genuine, ( c) all documents submitted as copies are true and complete copies of the originals thereof, ( d) the Purchaser has all power and authority to execute, deliver, and perform its obligations under the Agreement and the Registration Rights Agreement, ( e) the Agreement and the Registration Rights Agreement have been duly and validly authorized, executed, and delivered by the Purchaser, (f) the Agreement and the Registration Rights Agreement are valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, (g) the Purchaser has delivered the

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2.

With respect to factual matters relevant to our opinions, this firm has reviewed and relied solely upon the representations of the Company and the Purchaser made in the Agreement and in certificates of officers of the Company referred to in Section A above, and we have not undertaken to verify independently any of such factual matters, provided that nothing has come to our attention that caused us to believe such representations and certificates contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

3.

In rendering the opinions set forth in Paragraph B.1 with respect to the good standing of the Company, we have relied solely on certificates of state authorities of the Company’s good standing that this firm received in response to this firm’s requests for confirmation of such good standing in such jurisdictions. In rendering the opinion set forth in Paragraph B.1 with respect to the registration of the Company as a financial holding company under the Bank Holding Company Act of 1956, as amended, we have relied solely on correspondence from the Federal Reserve Bank of Dallas received in response to this firm’s request for confirmation of such registration and election of treatment. By necessity, our opinions set forth in Paragraphs B.1 are given as of the date of such certificates or correspondence. Nothing has come to our attention that would cause us to believe that such opinions have ceased to be valid as of the date of this opinion letter.

4.	In rendering the opinion set forth in Paragraph B.4.(d), we have relied exclusively on our review of the Company’s and the Bank’s “material contracts” within the meaning of Item 60l(b)(10) of Regulation S-K promulgated by the Securities and Exchange Commission, that have been identified and disclosed to us by the Company and the Bank.

5.

We express no opinion as to the laws of any jurisdiction other than the State of Louisiana and the federal laws of the United States of America. We express no opinion under the laws of the State of Louisiana or the federal laws of the United States of America with respect to any environmental, securities (other than as set forth in Paragraph B.6), tax or antitrust laws. We also express no opinion with respect to compliance by the Company or any other person with the Employee Retirement Income Security Act of 1974, or any comparable state laws.

6.	Except as expressly set forth herein, we have made no independent investigation as to the accuracy or completeness of any representation, warranty, or other factual information, written or oral, made or furnished in connection with the documents referred to in Section A hereof, and no matters have come to our attention that would warrant such an investigation.

7.	We have assumed that the parties to the Agreement have acted and will act in good faith.

8.

Although we have acted as counsel to the Company in connection with certain matters other than the transactions contemplated by the Agreement, the Other Purchaser Agreements and the Registration Rights Agreement, our engagement is limited to certain matters about which we have been consulted. Consequently, there may exist matters of a factual or legal nature involving the Company as to which we have not been consulted and have not represented the Company.

9.

This opinion is rendered based upon our interpretation of existing law, to the extent specified in Paragraph C.4, and is not intended to speak with reference to standards hereafter adopted or evolved in subsequent judicial decisions by courts. The opinions expressed herein are as of the date hereof, and we assume no obligation to update or supplement such opinions to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.

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10.	This opinion letter is limited to the matters stated herein and no opinions may be implied or inferred beyond the matters expressly stated herein.

11.	This opinion letter is delivered solely for your benefit, and no other party or entity is entitled to rely hereon without the express prior written consent of this firm.

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1.	Attached hereto as Exhibit A is a true, correct and complete copy of the resolutions duly adopted by the Board of Directors of the Company relating to the proposed transaction. Such resolutions have not in any way been amended, modified, revoked or rescinded, have been in full force and effect since their adoption to and including the date hereof and are now in full force and effect.

2.	Attached hereto as Exhibit B is a true, correct and complete copy of the Articles of Incorporation of the Company, together with all amendments thereto currently in effect, and no action has been taken to further amend, modify or repeal such Articles of Incorporation, the same being in full force and effect in the attached form as of the date hereof.

3.	Attached hereto as Exhibit C is a true, correct and complete copy of the Bylaws of the Company, together with all amendments thereto currently in effect, and no action has been taken to further amend, modify or repeal such Bylaws, the same being in full force and effect in the attached form as of the date hereof.

4.	Each person listed below has been duly elected or appointed to the position(s) indicated opposite his name and is duly authorized to sign the Securities Purchase Agreement and the related Registration Rights Agreement on behalf of the Company, and the signature appearing opposite such person’s name below is such person’s genuine signature.

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If to the Company:	Community Trust Financial Corporation

With a copy to:	Jones, Walker, Waechter, Poitevent, Carrere & Denegre L.L.P.

If to the Purchaser:	Banc Fund VIII L.P.

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1.	The Agreement and the related schedules and exhibits thereto;

2.	The Registration Rights Agreement by and between the Company, the Purchaser and the other parties named therein, dated as of ___________, 2012 (the “Registration Rights Agreement”), and all related schedules and exhibits thereto;

3.	The Other Purchase Agreements and the related schedules and exhibits thereto;

4.	A copy, certified by the Louisiana Secretary of State on _________ 2012, of the Articles of Incorporation of the Company;

5.	The Bylaws of the Company, as certified to us by the Company;

6.	Certificates, dated as of the date hereof, containing representations to this firm as to certain factual matters and executed by certain senior officers of the Company; and

7.	Certificates of [___________ ] , dated as of recent dates, issued by various state and federal agencies and departments.

1.	The Company is duly registered as a financial holding company under the Bank Holding Company Act of 1956, as· amended, and has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Louisiana. The Company has the requisite corporate power and authority to carry on its business as presently conducted.

2.	Community Trust Bank (the “Bank”) is duly organized as a Louisiana banking corporation and is validly existing and in good standing under the laws of the State of Louisiana. The Bank has the requisite power and authority as a banking corporation to carry on its business as presently conducted.

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3.	The Company has the corporate power and authority to execute and deliver and to perform its obligations under the Agreement, the Other Purchase Agreements and the Registration Rights Agreement, including, without limitation, to issue the Shares pursuant to the Agreement and to issue the shares of Common Stock pursuant to the Other Purchase Agreements.

4.

The Agreement, the Other Purchase Agreements and the Registration Rights Agreement have been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery by the Purchaser or the Other Purchasers, as applicable, each of the Agreement, the Other Purchase Agreements and the Registration Rights Agreement constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (iii) insofar as indemnification and contributions provisions may be limited by applicable law.

5.

The execution and delivery by the Company of the Agreement, the Other Purchase Agreements and the Registration Rights Agreement and the performance by the Company of its obligations under the Agreement, the Other Purchase Agreements and the Registration Rights Agreement, including its issuance and sale of the Shares, do not and will not: (a) contravene or result in any violation of the Articles of Incorporation or Bylaws of the Company, (b) require any consent, approval, license or exemption by, order or authorization of, or filing, recording or registration by the Company with any federal or state governmental authority (except as expressly contemplated by the Registration Rights Agreement), ( c) violate any court order, judgment or decree, if any, applicable to or binding upon the Company or the Bank, ( d) result in a breach of, or constitute a default under, any material contract to which the Company or the Bank is a party or by which any of their respective assets may be bound, or (e) violate or conflict with, or result in any contravention of, any federal, Louisiana or Louisiana law, rule or regulation applicable to the Company or the Bank.

6.	The Shares have been duly and validly authorized and, when issued, delivered and paid for as contemplated in the Agreement, will be duly and validly issued, fully paid and non-assessable, and free of any preemptive right or similar rights contained in the Company’s Articles of Incorporation or Bylaws.

7.	The offer, sale and issuance of the Shares to the Purchaser in the manner contemplated by the Agreement, do not require registration under the Securities Act or any state securities or blue sky laws and was made pursuant to an exemption from registration afforded by Section 4(2) of the Securities Act and Regulation D promulgated thereunder.

8.	Neither the Company nor any of its Subsidiaries is an “investment company” under the Investment Company Act of 1940, as amended.

1.

We have assumed that (a) all factual information contained in all documents reviewed by us is true and correct, (b) all signatures on all documents reviewed by us are genuine, ( c) all documents submitted as copies are true and complete copies of the originals thereof, ( d) the Purchaser has all power and authority to execute, deliver, and perform its obligations under the Agreement and the Registration Rights Agreement, ( e) the Agreement and the Registration Rights Agreement have been duly and validly authorized, executed, and delivered by the Purchaser, (f) the Agreement and the Registration Rights Agreement are valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, (g) the Purchaser has delivered the

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2.

With respect to factual matters relevant to our opinions, this firm has reviewed and relied solely upon the representations of the Company and the Purchaser made in the Agreement and in certificates of officers of the Company referred to in Section A above, and we have not undertaken to verify independently any of such factual matters, provided that nothing has come to our attention that caused us to believe such representations and certificates contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

3.

In rendering the opinions set forth in Paragraph B.1 with respect to the good standing of the Company, we have relied solely on certificates of state authorities of the Company’s good standing that this firm received in response to this firm’s requests for confirmation of such good standing in such jurisdictions. In rendering the opinion set forth in Paragraph B.1 with respect to the registration of the Company as a financial holding company under the Bank Holding Company Act of 1956, as amended, we have relied solely on correspondence from the Federal Reserve Bank of Dallas received in response to this firm’s request for confirmation of such registration and election of treatment. By necessity, our opinions set forth in Paragraphs B.1 are given as of the date of such certificates or correspondence. Nothing has come to our attention that would cause us to believe that such opinions have ceased to be valid as of the date of this opinion letter.

4.	In rendering the opinion set forth in Paragraph B.4.(d), we have relied exclusively on our review of the Company’s and the Bank’s “material contracts” within the meaning of Item 60l(b)(10) of Regulation S-K promulgated by the Securities and Exchange Commission, that have been identified and disclosed to us by the Company and the Bank.

5.

We express no opinion as to the laws of any jurisdiction other than the State of Louisiana and the federal laws of the United States of America. We express no opinion under the laws of the State of Louisiana or the federal laws of the United States of America with respect to any environmental, securities (other than as set forth in Paragraph B.6), tax or antitrust laws. We also express no opinion with respect to compliance by the Company or any other person with the Employee Retirement Income Security Act of 1974, or any comparable state laws.

6.	Except as expressly set forth herein, we have made no independent investigation as to the accuracy or completeness of any representation, warranty, or other factual information, written or oral, made or furnished in connection with the documents referred to in Section A hereof, and no matters have come to our attention that would warrant such an investigation.

7.	We have assumed that the parties to the Agreement have acted and will act in good faith.

8.

Although we have acted as counsel to the Company in connection with certain matters other than the transactions contemplated by the Agreement, the Other Purchaser Agreements and the Registration Rights Agreement, our engagement is limited to certain matters about which we have been consulted. Consequently, there may exist matters of a factual or legal nature involving the Company as to which we have not been consulted and have not represented the Company.

9.

This opinion is rendered based upon our interpretation of existing law, to the extent specified in Paragraph C.4, and is not intended to speak with reference to standards hereafter adopted or evolved in subsequent judicial decisions by courts. The opinions expressed herein are as of the date hereof, and we assume no obligation to update or supplement such opinions to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.

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10.	This opinion letter is limited to the matters stated herein and no opinions may be implied or inferred beyond the matters expressly stated herein.

11.	This opinion letter is delivered solely for your benefit, and no other party or entity is entitled to rely hereon without the express prior written consent of this firm.

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1.	Attached hereto as Exhibit A is a true, correct and complete copy of the resolutions duly adopted by the Board of Directors of the Company relating to the proposed transaction. Such resolutions have not in any way been amended, modified, revoked or rescinded, have been in full force and effect since their adoption to and including the date hereof and are now in full force and effect.

2.	Attached hereto as Exhibit B is a true, correct and complete copy of the Articles of Incorporation of the Company, together with all amendments thereto currently in effect, and no action has been taken to further amend, modify or repeal such Articles of Incorporation, the same being in full force and effect in the attached form as of the date hereof.

3.	Attached hereto as Exhibit C is a true, correct and complete copy of the Bylaws of the Company, together with all amendments thereto currently in effect, and no action has been taken to further amend, modify or repeal such Bylaws, the same being in full force and effect in the attached form as of the date hereof.

4.	Each person listed below has been duly elected or appointed to the position(s) indicated opposite his name and is duly authorized to sign the Securities Purchase Agreement and the related Registration Rights Agreement on behalf of the Company, and the signature appearing opposite such person’s name below is such person’s genuine signature.

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