(1)	Includes shares of common stock to be sold by the selling shareholders and shares of common stock that may be purchased by the underwriters pursuant to their option to purchase additional shares in this offering.

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

(3)	This amount is being offset by $11,205.00 previously paid in connection with the initial filing of this registration statement on April 10, 2018 and $5,951.10 in connection with the filing on April 18, 2018 of Amendment No. 1 to this registration statement.

---

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

---

---

---

•	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

---

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

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

•	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.

---

•	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.

---

---

---

---

---

---

---

•	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.

---

---

---

---

---

---

---

---

---

•	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.

---

---

---

•	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;

•	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.

---

•	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.”

---

---

---

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

---

---

•	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 2,500,000 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 $34.00 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.

---

(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.

---

(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, 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 $17.0 million reduction in Series D preferred stock outstanding and a corresponding $4.5 million increase in common stock outstanding and $12.5 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.

---

---

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

---

---

•	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.

---

---

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

---

(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.

---

---

---

---

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

---

---

---

---

---

---

---

---

•	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

•

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.

---

---

---

(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.

---

---

---

---

---

(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.

---

---

---

(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.

---

---

---

•

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 outstanding, assuming the conversion of all shares of Series D preferred stock issued and outstanding

---

•

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 issued and outstanding shares of Series D preferred stock have been converted to common shares 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 core deposit intangibles and other intangible assets, net of accumulated amortization. Tangible common equity to tangible assets, as converted, is calculated as described above, but also assumes that all issued and outstanding shares of Series D preferred stock have been converted to common shares on a one-for-one conversion basis.

•

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.

•

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).

---

(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.

---

(1)	Assumes the conversion of 901,644 shares of Series D preferred stock into common stock on a one-for-one basis as of each period shown.

•	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.

---

---

---

---

---

---

---

---

---

---

---

---

(1)

We calculate core revenue as net interest income plus noninterest income less losses on non-mortgage loans held for sale, gains or loss on securities 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."

---

---

---

---

---

•	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

---

•

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.

•

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.

---

---

---

---

---

---

---

---

---

---

•	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

---

•	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.

---

•	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.

---

•	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.

---

(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.

---

---

---

---

---

---

(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.

---

•	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;

•	all directors and executive officers, as a group; and

•	each selling stockholder.

---

(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. (which we collectively refer to as Pine Brook). 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 are not included in the shares beneficially owned before the offering in the table above. The Series D preferred stock will be convertible, and we expect that it will be converted, into 901,644 shares of our common stock following completion of this offering, which are included in the shares beneficially owned after the offering in the table above. The shares beneficially owned after the offering in the table above also assumes the sale of all of the 675,000 shares of common stock being offered by Pine Brook in this offering. 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 shares beneficially owned after the offering in the table above assumes the sale of all of the 441,176 shares of common stock being offered by Castle Creek in this offering. Each of John M. Eggemeyer, John T. Pietrzak, Mark G. Merlo, and J. Mikesell Thomas are Managing Principals of Castle Creek Capital IV LLC. Castle Creek Capital IV LLC, John M. Eggemeyer, John T. Pietrzak, Mark G. Merlo, and J. Mikesell Thomas each disclaims any beneficial ownership in Castle Creek Capital Partners IV, LP, 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 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 prior to completion of the offering and 3,880 shares held of record in an individual retirement account for the benefit of his spouse. The shares beneficially owned after the offering in the table above assumes the sale of all of the 20,000 shares of common stock being offered by Mr. Buske through his individual retirement account in this offering.

(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.

---

•	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.

---

•	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.

---

---

(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.

---

---

---

---

•	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.

---

---

---

---

---

---

•	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;

---

•	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.

---

---

---

---

---

---

---

---

---

---

•	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

---

•	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.

---

•	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.

---

---

---

•

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.

---

•	stabilizing transactions;

•	short sales; and

•	purchases to cover positions created by short sales.

---

---

•	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.

---

---

---

---

---

---

---

(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.

---

---

---

---

---

---

---

---

---

---

---

---

(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.

---

(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.

---

---

(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.

---

---

---

(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.

---

(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.

---

---

---

---

---

•	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.

---

---

---

(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.

---

---

---

(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.

---

---

---

(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.

---

---

---

---

(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.

---

---

---

(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.

---

(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.

---

---

---

---

---

---

---

---

---

---

---

(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.

---

---

---

(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.

---

(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.

---

---

---

---

Re:	Origin Bancorp, Inc.

---

---

---

---

---

---

---

---

---

---

---

---

(a)	Employer contributions;

(b)	Employee contributions;

(c)	Forfeitures;

(d)	amounts allocated to an individual medical account, as defined in Section 415(1)(2) of the Code, which is part of a pension or annuity plan maintained by the Employer and amounts derived from contributions paid or accrued which are attributable to

---

(e)	allocations under a simplified employee pension.

(a)	for purposes of eligibility to participate in the Plan, a Period of Severance of at least twelve (12) consecutive months, and

(b)	for purposes of vesting, a twelve-consecutive-month period (computation period) during which the Participant has not completed more than five hundred (500) Hours of Service. The computation period and the method of crediting Hours of Service shall be the same as those used for determining a Year of Service for vesting purposes.

---

(a)	excluding (even if includible in gross income) reimbursements or other expense allowances, fringe benefits (cash or noncash), moving expenses, deferred compensation, and welfare benefits; and

(b)	including amounts which are contributed by the Employer pursuant to a salary reduction agreement and which are not includible in the gross income of the Participant under Code Section 125, 132(f)(4), 402(e)(3), 402(h)(1)(B), 403(b) or 457(b), and Employee contributions described in Code Section 414(h)(2) that are treated as Employer contributions.

(a)	Regular compensation for services during the Employee’s regular working hours;

(b)	Compensation for services outside the Employee’s regular working hours (such as overtime or shift differential);

(c)	Commissions, bonuses, or other similar compensation; or

---

(d)	Payments for accrued bona fide sick, vacation or other leave, but only if the Employee would have been able to use the leave if employment had continued.

(e)	Payments received by an Employee pursuant to a nonqualified deferred compensation plan, but only if the payment would have been paid at the same time if the Employee had continued in employment with the Employer and only to the extent that the payment is includable in the Employee's gross income.

---

---

---

(a)	the distribution of the entire vested portion of the Participant’s Excess Non-Elective Contribution Accounts and/or Matching Non-Elective Contribution Accounts, or

(b)	the last day of the Plan Year in which the Participant incurs five (5) consecutive one (1) year Breaks in Service.

(a)	any Employee who was a five percent (5%) owner (as defined in the definition of Key Employee) at any time during the Plan Year for which the determination is being made (the “determination year”) or the preceding Plan Year (the “look-back year”); or

(b)	any Employee in the determination year who, for the look-back year (i) had compensation in excess of eighty thousand dollars ($80,000) (as adjusted by the Adjustment Factor, except the base period shall be the calendar quarter ending September 30, 1996) and (ii) was in the "top-paid group" of Employees from such

---

(a)	Employees with less than six (6) months of Service;

(b)	Employees who normally work less than seventeen and one-half (17½) hours per week;

(c)	Employees who normally work less than six (6) months during any year;

(d)	Employees who have not yet attained age twenty-one (21); and

(e)	Except to the extent provided in Department of Labor Regulations, Employee included in a unit of Employees covered under agreements which the Secretary of Labor finds to be collective bargaining agreements between Employee representatives and the Employer.

(a)	Each hour for which an Employee is paid, or entitled to payment, for the performance of duties for the Employer. These hours shall be credited to the Employee for the computation period in which the duties are performed; and

(b)

Each hour for which an Employee is paid, or entitled to payment, by the Employer on account of a period of time during which no duties are performed (irrespective of whether the employment relationship has terminated) due to vacation, holiday, illness, incapacity (including disability), layoff, jury duty, military duty or leave of absence. No more than 501 Hours of Service shall be credited under this paragraph for any single continuous period (whether or not such period occurs in a single computation period). For purposes of this paragraph, Hours of Service shall be determined by dividing the payments received or due for reasons other than the performance of duties by (i) for hourly Employees, the Employee’s most recent hourly rate of compensation, or (ii) for Employees on a fixed rate for a specified period (e.g., days, weeks, or months), the rate of compensation for a specified period

---

(c)	Each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by the Employer. These Hours of Service shall be credited to the Employee for the computation period or periods to which the award or agreement pertains rather than the computation period in which the award, agreement or payment is made.

(d)

For purposes of determining if a Break in Service has occurred, Hour of Service shall also mean each Hour of Service which otherwise would normally have been credited to an Employee who is absent from work by reason of the pregnancy of the Employee, the birth of a child of the Employee, the placement of a child with the Employee in connection with the adoption of such child by such Employee, or for purposes of caring for such child for a period beginning immediately following such birth or placement. In the event the number of Hours of Service which otherwise would have been credited to such Employee but for such absence cannot be determined, then the Employee shall receive credit for eight (8) Hours of Service per day of such absence. No more than 501 Hours of Service shall be credited under this paragraph (d) by reason of any pregnancy or placement. The hours described in this paragraph (d) shall be treated as Hours of Service only (i) in the Plan Year in which the absence from work begins, if a Participant would be prevented from incurring a Break in Service in such year solely because the period of absence is treated as Hours of Service in that year, or (ii) in any other case, in the immediately following Plan Year. In order to receive credit for Hours of Service under this paragraph (d), the Employee shall furnish to the Plan Administrator a statement from a duly licensed physician that the leave was taken by reason of the birth of the child and specifying the length of absence recommended by the physician. In the event of the adoption of a child, the Plan Administrator shall require such proof as deemed necessary to certify the reason for the absence.

---

(a)	Hours of Service with First Louisiana Bancshares, Inc. or First Louisiana Bank prior to October 1, 2009, only for Employees employed on that date.

(b)	Hours of Service with Madison Financial Corporation and Madison County Bank prior to March 4, 2010, only for individuals who became Employees of the Employer or an Affiliated Employer on that date.

(c)	Hours of Service with Cimarron Mortgage Company prior to July 26, 2011, only for Employees employed by Cimarron Mortgage Company on that date.

(d)	Hours of Service with Thomas & Farr Agency, Inc. prior to July 1, 2013.

(a)

An officer (as defined in the Regulations under Section 416 of the Code) of the Employer whose annual compensation is greater than One Hundred Thirty Thousand Dollars ($130,000) (as adjusted under Section 416(i)(1) of the Code for Plan Years beginning after December 31, 2002 except the base period shall be the calendar quarter beginning July 1, 2001). In no event shall more than fifty (50) Employees or, if less, the greater of three (3) or ten percent (10%) of all Employees be taken into account under this paragraph (a) as Key Employees. For purposes of determining the number of officers taken into account under this Section, Employees described in Section 414(q)(8) of the Code shall be excluded.

(b)

A person owning (or considered as owning within the meaning of Section 318 of the Code) more than five percent (5 %) of value of the outstanding stock of the Employer or stock possessing more than five percent (5 %) of the total combined voting power of all stock of the Employer; or in the case of an unincorporated business, any person who owns more than five percent (5 %) of the capital or profits interest in the Employer.

(c)	A person who has annual compensation of more than One Hundred Fifty Thousand Dollars ($150,000) for a Plan Year and who would be described in paragraph (b) hereof if one percent (1%) were substituted for five percent (5%).

(d)	For purposes of determining ownership percentages, Affiliated Employers shall be treated as separate employers; and for purposes of determining whether an individual has compensation of $150,000, or whether an individual is a Key Employee by reason of being an officer or a top ten owner, compensation from each Affiliated Employer shall be taken into account.

(e)	For purposes of this Section, compensation shall mean Section 415 Compensation.

---

---

---

(a)	Periods of Service with First Louisiana Bancshares, Inc. or First Louisiana Bank prior to October 1, 2009, only for Employees employed on that date.

(b)	Periods of Service with Madison Financial Corporation and Madison County Bank prior to March 4, 2010, only for individuals who became Employees of the Employer or an Affiliated Employer on that date.

(c)	Periods of Service with Cimarron Mortgage Company prior to July 26, 2011, only for Employees employed by Cimarron Mortgage Company on that date.

(d)	Periods of Service with Thomas & Farr Agency, Inc. prior to July 1, 2013.

---

(a)	the name and last known mailing address (if any) of the Participant and the name and mailing address of each alternate payee covered by the order,

(b)	the amount or percentage of the Participant’s benefits to be paid by the Plan to each such alternate payee, or the manner in which such amount or percentage is to be determined,

(c)	the number of payments or period to which such order applies, and

(d)	each plan to which such order applies.

---

---

(a)

Contributions (other than elective contributions described in Section 402(e)(3), 408(k)(6), 408(p)(2)(A)(i) or 457(b) of the Code) made by the Employer to a plan of deferred compensation (including a simplified employee pension plan described in Section 408(k) of the Code or a simple retirement account described in Section 408(p) of the Code, whether or not qualified) which are not includible in the gross income of the Employee for the taxable year in which contributed;

(b)	Any distributions from a plan of deferred compensation (whether or not qualified) regardless of whether such amounts are includible in the gross income of the Employee when distributed except any amounts received by an Employee pursuant to an unfunded non-qualified plan to the extent such amounts are includible in the gross income of the Employee;

(c)	Amounts realized from the exercise of a non-qualified stock option (an option other than a statutory option as defined in Treasury Regulation Section 1.421‑1(b)) or when restricted stock (or other property) held by an Employee either becomes freely transferable or is no longer subject to a substantial risk of forfeiture;

(d)	Amounts realized from the sale, exchange or other disposition of stock acquired under a statutory stock option as defined in Treasury Regulation Section 1.421-1(b);

(e)	Other amounts which receive special tax benefits, such as premiums for group-term life insurance (but only to the extent that the premiums are not includible in the gross income of the Employee and are not amounts described in Section 125 of the Code); and

(f)	Other items of remuneration that are similar to any of the items listed in (a) through (e) above.

---

(a)	Regular compensation for services during the Employee’s regular working hours;

(b)	Compensation for services outside the Employee’s regular working hours (such as overtime or shift differential);

(c)	Commissions, bonuses, or other similar compensation; or

(d)	Payments for accrued bona fide sick, vacation or other leave, but only if the Employee would have been able to use the leave if employment had continued.

(e)	Payments received by an Employee pursuant to a nonqualified unfunded deferred compensation plan, but only if the payment would have been paid to the Employee at the same time if the Employee had continued in employment with the Employer and only to the extent that the payment is includable in the Employee's gross income.

---

---

(a)	Years of Service with First Louisiana Bancshares, Inc. or First Louisiana Bank prior to October 1, 2009, only for Employees employed on that date.

(b)	Years of Service with Madison Financial Corporation and Madison County Bank prior to March 4, 2010, only for individuals who became Employees of the Employer or an Affiliated Employer on that date.

(c)	Years of Service with Cimarron Mortgage Company prior to July 26, 2011, only for Employees employed by Cimarron Mortgage Company on that date.

(d)	Years of Service with Thomas & Farr Agency, Inc. prior to July 1, 2013.

---

---

(a)

Whenever a right or obligation is imposed upon the Employer by the terms of the Plan, the same shall extend to the Participating Employer as the "Employer" under the Plan and shall be separate and distinct from that imposed upon the Employer. It is the intention of the parties that the Participating Employer shall be a party to the Plan and treated in all respects as the Employer thereunder, with its employees to be considered as the Employees or Participants as the case may be, thereunder. However, the participation of the Participating Employer in the Plan shall in no way diminish, augment, modify or in any way affect the rights and duties of the Employer, its Employees and Participants under the Plan.

(b)	The Trustee agrees to receive and allocate contributions made to the Plan by the Employer and by the Participating Employer, as well as to do and perform all acts that are necessary to keep records and accounts of all funds held for Participants.

(c)	The Participating Employer shall be construed as having adopted the Plan in every respect as if said Plan had been executed between the Participating Employer and the Trustee, except as otherwise expressly provided herein or in any amendment that may subsequently be adopted hereto.

---

(d)	All actions required by the Plan to be taken by the Employer shall be effective with respect to the Participating Employer. By the execution of this Plan and Trust Agreement or a separate participation agreement, the Participating Employer irrevocably designates the Employer as its agent for such purposes.

(e)	Contributions made by any such Participating Employer will be held in a common Trust Fund with contributions made by the Employer, and contributions shall be available to pay the benefits of a Participant or Beneficiary who is an Employee of the Plan Sponsor or any such Participating Employer.

(a)	In no event shall the amount a Participant defers to the Plan, or any other plan, during any taxable year of the Participant (excluding Catch-Up Contributions under Section 5.01(b)) exceed the dollar limitation contained in Section 402(g) of the Code in effect for the Participant’s taxable year, as adjusted by the Secretary of the Treasury for cost-of-living increases under § 402(g)(4).

(b)

In addition, Participants who have attained age fifty (50) by the end of their taxable year may make Catch-Up Contributions. “Catch-Up Contributions” are Participant deferrals to the Plan that are in excess of an otherwise applicable plan limit. An otherwise applicable plan limit is a limit in the Plan that applies to deferrals without regard to Catch-Up Contributions, such as the limits on Annual Additions under Section 9.01, the dollar limitation on Participant deferrals under Section 402(g) of the Code and Section 5.01(a) above, and the limit imposed by the actual deferral percentage (ADP) test under Section 401(k)(3) of the Code, if applicable. Catch-Up Contributions for a Participant for a taxable year may not exceed the lesser of: (a) one hundred percent (100%) of the Participant’s Compensation when added to the Participant’s other deferrals under the Plan, or (b) the dollar limit on Catch-Up Contributions under Section 414(v)(2)(B)(i) of the Code for the taxable year, as adjusted by the Secretary of the Treasury for cost-of-living increases under Section 414(v)(2)(C) of the Code. Catch-Up Contributions are not counted in determining the minimum allocation under Section 6.07, but Catch-Up Contributions made in prior years are counted in determining whether the Plan is top-heavy under Section 27.02.

---

(a)

A Participant must make an initial Compensation deferral election prior to or within a reasonable time, not to exceed thirty (30) days, after entering the Plan. If the Participant fails to make an initial salary deferral election within such time, then such Participant may thereafter make an election in accordance with the rules governing modifications. The Participant shall make such an election by entering into a written salary reduction agreement with the Employer and filing such agreement with the Plan Administrator. Such election shall initially be effective beginning with the first pay period after the Participant has entered the Plan and the Agreement has been filed with the Plan Administrator, shall not have retroactive effect and shall remain in force until revoked.

(b)

A Participant may modify a prior election during the Plan Year and concurrently make a new election by filing a written notice with the Plan Administrator within a reasonable time before the pay period for which such modification is to be effective. However, modifications to a salary deferral election shall only be permitted quarterly, during election periods established by the Plan Administrator prior to the first day of each Plan Year quarter. Any modification shall not have retroactive effect and shall remain in force until revoked.

(c)

A Participant may elect to prospectively revoke the Participant's Compensation reduction agreement in its entirety at any time during the Plan Year by providing the Plan Administrator with thirty (30) days written notice of such revocation (or upon such shorter notice period as may be acceptable to the Plan Administrator). Such revocation shall become effective as of the beginning of the first pay period coincident with or next following the expiration of the notice period. Furthermore, the termination of the Participant's employment, or the cessation of participation for any reason, shall be deemed to revoke any Compensation reduction agreement then in effect, effective immediately following the close of the pay period within which such termination or cessation occurs.

(a)	The Actual Deferral Percentage for the Highly Compensated Participants (HCP) is not greater than 1.25 times the Actual Deferral Percentage of the Non-Highly Compensated Participants (NHCP).

---

(b)	The excess of the Actual Deferral Percentage for the HCP minus the Actual Deferral Percentage for the NHCP is not greater than two (2) percentage points; and the Actual Deferral Percentage for the HCP is not greater than two (2) times the Actual Deferral Percentage of the NHCP.

(a)

“Actual Deferral Percentage (ADP)” means, with respect to the Highly Compensated Participants and Non-Highly Compensated Participants for a Plan Year, the average of the ratios, calculated separately for each Participant in such group, of the amount of the Participant’s Deferred Income (other than Catch-Up Contributions) to the Participant’s 414(s) Compensation (as defined below) for the Plan Year. For this purpose, Excess Deferred Income (as defined in Section 5.05) of Highly Compensated Participants shall be included, and Excess Deferred Income of Non-Highly Compensated Participants that arise solely from elective deferrals made under this Plan or other plans of the Employer shall be excluded. Deferred Income may be taken into account for a Plan Year only if it relates to Compensation the Participant would have received in the Plan Year but for the Participant’s election to defer, or is attributable to Service performed by the Participant in the Plan Year and, but for the Participant’s election to defer, would have been received by the Participant within two and one-half (2½) months after the close of the Plan Year. Elective Deferrals returned to Participant under the provisions of Section 5.04(b) shall not be included in this test. Qualified Non-Elective Contributions may be included in computing the Actual Deferral Percentages at the election of the Employer to the extent needed to meet the Actual Deferral Percentage test. Only Deferred Income and Qualified Non-Elective Contributions actually contributed to the Trust Fund by the end of the twelve (12) month period following the end of the Plan Year may be taken into account under this Section for a Plan Year.

(b)	“Excess Contributions” shall mean with respect to any Plan Year, the excess of:

(i)	The aggregate amount of Employer contributions actually taken into account in computing the Actual Deferral Percentage of Highly Compensated Employees for such Plan Year, over

---

(ii)	the maximum amount of such contributions permitted by the Actual Deferral Percentage test (determined by hypothetically reducing contributions made on behalf of Highly Compensated Employees in order of the Actual Deferral Percentages, beginning with highest of such percentages).

(c)

“414(s) Compensation” shall mean, for purposes of determining a Participant’s Actual Deferral Percentage, such Employee’s Section 415 Compensation as defined in Article III. In the event the Employee begins, resumes or ceases to be eligible to defer income during a Plan Year, the amount of Compensation received during the entire Plan Year shall be taken into account for such Plan Year. 414(s) Compensation for this purpose shall not exceed $200,000, as adjusted for increases in the cost of living in accordance with Section 401(a)(17)(B) of the Code. The cost-of-living adjustment in effect for a calendar year applies to Compensation for the determination period beginning with or in such calendar year. If a determination period consists of fewer than twelve (12) months, this annual compensation limit will be multiplied by a fraction, the numerator of which is the number of months in the determination period, and the denominator of which is twelve (12).

(d)	“Highly Compensated Participants” shall mean all Participants who are Highly Compensated Employees. A Participant is a Highly Compensated Employee for a particular Plan Year if he or she meets the definition of a Highly Compensated Employee in effect for that Plan Year.

(e)	“Non-Highly Compensated Participants” shall mean all Participants who are Non-Highly Compensated Employees. A Participant is a Non-Highly Compensated Employee for a particular Plan Year if he or she does not meet the definition of a Highly Compensated Employee in effect for that Plan Year.

(f)	“Participant” for purposes of the ADP test shall mean all Employees who are eligible to make a deferral election whether or not a deferral election is made.

---

(a)

The Employer may make a Qualified Non-Elective Contribution on behalf of the Non-Highly Compensated Participants in an amount which will satisfy one of the tests set forth in Section 5.03. Such contribution shall be allocated to the Deferred Income Accounts of each Non-Highly Compensated Participant who is employed on the last day of the Plan Year in the same ratio each such Non-Highly Compensated Participant’s 414(s) Compensation for the Plan Year bears to the total 414(s) Compensation of all such Non-Highly Compensated Participants for the Plan Year.

(b)

Excess Contributions and Net Earnings thereon shall be distributed to the Participants after the close of the Plan Year in which the Excess Contribution is made and within twelve (12) months after the close of such Plan Year; provided, however, Net Earnings shall not be calculated or distributed for the “gap period” (the period beginning on the day after the last day of the Plan Year of the contribution and ending on the date the Excess Contribution is distributed). The amount of the Excess Contributions to be distributed shall be reduced by Excess Deferred Income distributed pursuant to Section 5.05. Excess Contributions on behalf of a Participant shall be distributed in proportion to the Participant’s Deferred Income for the Plan Year. Qualified Non-Elective Contributions utilized in the test shall be distributed only to the extent that such contributions exceed the Participant’s total Deferred Income. If such Excess Contributions are distributed more than two and one-half (2½) months after the last day of the Plan Year in which such excess amounts arose, a ten percent (10%) excise tax may be imposed on the Employer by the Internal Revenue Service. In the event the Plan is terminated during the Plan Year in which the Excess Contribution is made, such distributions shall be made after the termination of the Plan and as soon as administratively feasible, but in no event later than the close of the twelve month period immediately following such termination.

---

---

(a)

The Employer may elect to make Excess Non-Elective Contributions for the tax year ending with or within each Plan Year. The amount of such contributions, if any, shall be determined by the Employer each Plan Year. However, for any Plan Year in which an Exempt Loan is outstanding, the Employer shall make Excess Non-Elective Contributions in an amount sufficient to amortize the principal and interest payments due with respect to such loan for the Plan Year if such payments are not otherwise sufficiently amortized through other contributions made to the Plan for such Plan Year as herein provided, notwithstanding that a portion or all of such Excess Non-Elective Contributions may fail to qualify for income tax deductions by the Employer.

(b)	The Employer may also elect to make Qualified Non-Elective Contributions for any Plan Year in an amount necessary to meet the ADP and/or ACP tests, under Sections 5.03 and 6.12, respectively. The amount of such contribution, if any, shall be determined by the Employer.

(a)	Elective Contributions shall be allocated to the Deferred Income Account of each Participant as of the Valuation Date. The amount of the allocation shall be equal to Deferred Income of each Participant.

(b)	Matching Non-Elective Contributions shall be allocated as of the Valuation Date to the Matching Non-Elective Contribution Account of each Participant actively employed during the Plan Year in the amount determined by the Employer pursuant to Section 6.02. No Matching Non-Elective Contribution shall be allocated with

---

(c)	Excess Non-Elective Contributions shall be allocated as of the last day of the Plan Year to the Excess Non-Elective Contribution Account of each Participant entitled to an Excess Non-Elective Contribution for such Plan Year under Section 6.06 in the same proportion that each such Participant’s Compensation for the Plan Year bears to the Compensation of all Participants for the Plan Year.

(d)	Qualified Non-Elective Contributions, if any, shall be allocated to the Deferred Income Accounts and/or Qualified Non-Elective Contribution Accounts of each Non-Highly Compensated Participant, as applicable, as provided in Sections 5.04 and 6.13.

---

---

---

(a)	The Actual Contribution Percentage for the Highly Compensated Participants (HCP) is not greater than 1.25 times the Actual Contribution Percentage of the Non-Highly Compensated Participants (NHCP).

(b)	The excess of the Actual Contribution Percentage for the HCP minus the Actual Contribution Percentage for the NHCP is not greater than two (2) percentage points; and the Actual Contribution Percentage for the HCP is not greater than two (2) times the Actual Contribution Percentage of the NHCP.

---

(a)	five percent (5%) of such Non-Highly Compensated Employee's 414(s) Compensation for the year;

(b)	the Non-Highly Compensated Employee’s Deferred Income for the year; or

(c)	the product of two (2) times the Plan’s “representative matching rate” and the Non-Highly Compensated Elective Contribution for the year.

---

(a)	The aggregate contribution amounts taken into account in computing the numerator of the Actual Contribution Percentage on behalf of Highly Compensated Employees for such Plan Year, over

(b)	The maximum contribution amounts permitted by the Actual Contribution Percentage test (determined by reducing contributions made on behalf of Highly Compensated Participants in order of their Actual Contribution Percentages beginning with the highest of such percentages).

(a)

The Employer may make a Qualified Non-Elective Contribution on behalf of the Non-Highly Compensated Participants in an amount which will satisfy one of the tests set forth in Section 6.12. Such contribution, if made, shall be allocated to the Qualified Non-Elective Contribution Accounts of each Non-Highly Compensated Participant who is employed on the last day of the Plan Year in the same ratio each such Non-Highly Compensated Participant's 414(s) Compensation for the Plan Year bears to the total 414(s) Compensation of all such Non-Highly Compensated Participants for the Plan Year.

(b)

On or before the last day of the Plan Year following the close of the Plan Year of contribution, Excess Aggregate Contributions and the Net Earnings allocable to such contributions shall be forfeited if otherwise forfeitable under the terms of the Plan, or, if not forfeitable, distributed to the appropriate Highly Compensated Participants on a pro-rata basis from the accounts to which the contributions utilized in the test were allocated. If such Excess Aggregate Contributions are distributed more than two and one-half (2½) months after the last day of the Plan Year in which such excess

---

(a)

As of each Valuation Date, after Forfeitures, if any, have been segregated, the Net Earnings of the Fund, for the period ending on that date, shall be credited or charged to each Participant’s nonsegregated accounts (other than the Employer Stock Accounts) as described in (i) or (ii) below. Net Earnings shall be determined and allocated separately for each separate investment fund held in a Participant's Directed Account and shall be allocated as provided in Section 24.05 hereof. The Plan Administrator shall determine whether account recordkeeping is to be maintained on a balance forward recordkeeping basis or a daily recordkeeping basis for a given period.

(i)	Balance Forward Recordkeeping. For each investment fund for which the account recordkeeping is being maintained on a balance forward basis, the Net Earnings shall be allocated to each such Participant’s accounts in the ratio that the value of each such account as of the last Valuation Date bears to the total value of all such accounts as of the last Valuation Date. Before

---

(ii)	Daily Recordkeeping. For each investment fund for which the account recordkeeping is being maintained on a daily recordkeeping basis, the Net Earnings shall be allocated in accordance with the attributes of the separate investment funds, in a manner generally consistent with industry standards for daily recordkeeping.

(b)	Stock dividends on Employer Stock held in the Employer Stock Accounts shall be credited to such Employer Stock Accounts when paid.

(c)	Except as provided in Section 7.03 below, cash dividends on Employer Stock held in the Participants' Employer Stock Accounts shall be credited to the Participants' Other Investments Accounts when paid.

---

---

(a)	such Participant has a vested interest in his account or accounts at the time of separation from Service; or

(b)	upon returning to Service the number of consecutive one (1) year Breaks in Service is less than the number of Years of Service.

---

(a)	Forfeitures attributable to Matching Non-Elective Contributions shall be used to reduce the Employer contribution for the Plan Year in which such Forfeitures occur.

(b)	Forfeitures attributable to Excess Non-Elective Contributions shall be used to reduce the Employer contribution for the Plan Year in which such Forfeitures occur.

(a)	Forty Thousand Dollars ($40,000) (increased by the Adjustment Factor), or

(b)	one hundred percent (100 %) of the Participant’s Section 415 Compensation for the Limitation Year. The Compensation limit in this paragraph (b) shall not apply to any contribution for medical benefits after separation from Service (within the meaning of Section 401(h) or Section 419A(f)(2) of the Code) for the Limitation Year which is otherwise treated as an Annual Addition.

---

(a)	Forfeitures of Employer Stock if such stock was acquired with the proceeds of an Exempt Loan, or

(b)	Employer contributions to the Plan which are applied to the payment of interest on an Exempt Loan and charged against the Participants’ accounts.

(a)

The amount of Annual Additions which may be credited to the Participant’s account(s) for any Limitation Year shall not exceed the lesser of (i) the Maximum Amount under Section 9.01 or (ii) any other limitation contained in this Plan. If the Employer contribution that would otherwise be contributed or allocated to the Participant’s account(s) would cause the Annual Additions for the Limitation Year to exceed the Maximum Amount, the amount contributed or allocated shall be reduced so that the Annual Additions for the Limitation Year will equal the Maximum Amount.

(b)	Prior to determining the Participant’s actual Section 415 Compensation for the Limitation Year, the Employer may determine the Maximum Amount for a Participant on the basis of a reasonable estimation of the Participant’s Section 415 Compensation for the Limitation Year, uniformly determined for all Participants similarly situated.

(c)	As soon as is administratively feasible after the end of the Limitation Year, the Maximum Amount for the Limitation Year shall be determined on the basis of the Participant’s actual Section 415 Compensation for the Limitation Year.

(d)

If as a result of the allocation of Forfeitures, a reasonable error in estimating the Compensation of a Participant, a reasonable error in determining the amount of elective deferred contributions (within the meaning of Section 402(g)(3) of the Code) that may be made with respect to any individual under the limits of Section 415 of the Code, or other facts and circumstances allowed by regulations, the Annual Addition for a Participant exceeds the Maximum Amount for a Limitation Year, the excess Annual Additions shall be held unallocated in a suspense account for the Limitation Year and allocated and reallocated in the next Limitation Year (and in succeeding Limitation Years if necessary) to all of the remaining Participants in the Plan before any Employer contributions and employee contributions which would

---

(a)

The Annual Additions which may be credited to a Participant’s account(s) under this Plan for any such Limitation Year shall not exceed the Maximum Amount reduced by the Annual Additions credited to a Participant’s account(s) under the other plans and welfare benefit funds for the same Limitation Year. If the Annual Additions with respect to the Participant under other defined contribution plans and welfare benefit funds maintained by the Employer are less than the Maximum Amount and the Employer contribution that would otherwise be contributed or allocated to the Participant’s account(s) under this Plan would cause the Annual Additions for the Limitation Year to exceed this limitation, the amount contributed or allocated shall be reduced so that the Annual Additions under all such plans and funds for the Limitation Year will equal the Maximum Amount. If the Annual Additions with respect to the Participant under such other defined contribution plans and welfare benefit funds in the aggregate are equal to or greater than the Maximum Amount, no amount shall be contributed or allocated to the Participant’s account(s) under this Plan for the Limitation Year.

(b)	Prior to determining the Participant’s actual Section 415 Compensation for the Limitation Year, the Employer may determine the Maximum Amount for a Participant in the manner described in Section 9.03(b) above.

(c)	As soon as is administratively feasible after the end of the Limitation Year, the Maximum Amount for the Limitation Year shall be determined on the basis of the Participant’s actual Section 415 Compensation for the Limitation Year.

(d)

If a Participant’s Annual Additions under this Plan and such other plans would exceed the Maximum Amount for a Limitation Year, the excess amount shall be deemed to consist of the Annual Additions last allocated, except that Annual Additions attributable to a simplified employee pension plan shall be deemed to have been allocated first, followed by Annual Additions to a welfare benefit fund or individual medical account, regardless of the actual allocation date.

---

(e)	If an excess amount was allocated to a Participant on an allocation date of this Plan which coincides with an allocation date of another plan, the excess amount attributed to this Plan shall be the product of:

(i)	the total excess amount allocated as of such date, times

(ii)	the ratio of (x) the Annual Additions allocated to the Participant for the Limitation Year as of such date under this Plan to (y) the total Annual Additions allocated to the Participant for the Limitation Year as of such date under this and all other qualified defined contributions plans.

(f)	Any excess amount attributed to this Plan shall be disposed of as provided in Section 9.03(d) above.

(a)	The vested accounts of a Participant whose Service with the Employer has been terminated due to retirement on or after his Early Retirement Date or Normal Retirement Date shall become payable to the Participant upon termination of Service due to such retirement.

(b)	The vested accounts of a Participant whose Service with the Employer has been terminated due to death shall become payable to such Participant's Beneficiary upon termination of Service due to such Participant's death.

(c)

The vested accounts of a Participant whose Service has been terminated for reasons other than his retirement on or after his Early Retirement Date or Normal Retirement Date or his death shall become payable upon the occurrence of an event which would have resulted in a distribution had the Participant remained in the employ of the Employer (i.e., the Participant's death, Early Retirement Date or attainment of Normal Retirement Age), subject to the Mandatory Distribution provisions of Section 10.02; provided, however, at the election of the Participant, the Plan Administrator shall direct that the vested accounts of such Participant be distributed as soon as administratively feasible after such Participant's termination of Service, or after such Participant's request, if later.

---

(a)	a Participant's severance from employment, death, or disability;

(b)	a Participant's attainment of age fifty-nine and one-half (59 1/2);

(c)	the proven financial hardship of a Participant; or

(d)

the termination of the Plan without the Employer maintaining another defined contribution plan (other than an employee stock ownership plan as defined in Section 4975(e)(7) or 409(a) of the Code, a simplified employee pension plan as defined in Section 408(k) of the Code, a SIMPLE IRA plan as defined in Section 408(p) of the Code, a plan or contract described in Section 403(b) of the Code or a plan described in Section 457(b) or (f) of the Code) at any time during the period beginning on the date of plan termination and ending 12 months after all assets have been distributed from the Plan. Such a distribution must be made in a lump sum, as defined in Section 401(k)(10)(B)(ii) of the Code.

---

(a)	the Plan Administrator clearly informs the Participant that the Participant has a right to a period of at least thirty (30) days after receiving the notice to consider the decision of whether or not to elect a distribution (and, if applicable, a particular distribution option), and

(b)	the Participant after receiving the notice, affirmatively elects a distribution.

---

---

(a)	Unreimbursed medical expenses (described in Section 213(d) of the Code) previously incurred or necessary to obtain medical care on account of accident, sickness, or disability affecting the Participant, the Participant’s spouse, or the Participant’s dependents (as defined in Section 152 of the Code);

(b)	Payment of tuition and related educational fees for the next twelve (12) months of post-secondary education for the Participant, the Participant’s spouse, the Participant’s children, or the Participant’s dependents (as defined in Section 152 of the Code);

(c)	Purchase (excluding mortgage payments) of a principal residence for the Participant;

(d)	The need to prevent the eviction of the Participant from his principal residence or foreclosure on the mortgage of the Participant’s principal residence;

(e)	Payment of burial or funeral expenses for the Participant’s parents, spouse, children or dependents (as defined in Section 152 of the Code);

(f)	Expenses for the repair of damage to the Participant's principal residence that would qualify for the casualty deduction under Section 165 of the Code (determined without regard to whether the loss exceeds ten percent (10%) of adjusted gross income).

(a)	Reimbursement or compensation by insurance or otherwise;

---

(b)	Reasonable liquidation of the Participant’s assets, to the extent such liquidation would not itself cause an immediate and heavy financial need;

(c)	Cessation of deferrals under this Plan; or

(d)	Other distributions or nontaxable (at the time of the loan) loans from plans maintained by the Employer or by any other employer, or by borrowing from commercial sources on reasonable commercial terms.

(a)	In a single lump-sum payment only (the "normal form").

(b)

With respect to required minimum distributions only, in monthly, quarterly, semi-annual or annual installments as elected by the Participant that meet the requirements of Article XII of this Plan and Trust Agreement. If the account is being paid in installments or held in Trust in accordance with any such election, the account shall continue to share proportionately in the Net Earnings of the Trust in accordance with the provisions hereof.

(a)	Direct Rollover shall mean a payment of benefits by the Plan to the Eligible Retirement Plan specified by a Distributee.

(b)

Distributee shall mean a Participant, a surviving spouse of a Participant or an alternate payee under a Qualified Domestic Relations Order who is a spouse or former spouse of a Participant. Effective for distributions on or after January 1, 2009, Distributee shall also mean a non-spouse Beneficiary who is a designated beneficiary within the meaning of Section 401(a)(9)(E) of the Code; provided, however, any distribution to a non-spouse Beneficiary made prior to January 1, 2010 is not subject to the direct rollover requirements of Section 401(a)(31) of the Code (including Section 401(a)(31)(B) of the Code), the notice requirements of Section 402(f) of the Code, or the mandatory withholding requirements of Section 3405(c) of the Code. If a non-spouse Beneficiary receives a distribution from the Plan, the distribution is not eligible for a 60-day rollover.

(c)	Eligible Retirement Plan shall mean (i) an individual retirement account described in Section 408(a) of the Code, including a Roth IRA as further provided below, (ii) an individual retirement annuity described in Section 408(b) of the Code (other than

---

(d)	Eligible Rollover Distribution shall mean any distribution of all or any portion of the balance to the credit of a Distributee, except that an Eligible Rollover Distribution does not include:

(1)	Any distribution during a year in which such distributions to the Distributee from this Plan are reasonably expected to total less than two hundred dollars ($200.00),

(2)	Any distribution which is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the Distributee or the joint lives (or joint life expectancies) of the Distributee and the Distributee’s designated beneficiary, or for a specified period of ten (10) years or more,

(3)	Any distribution to the extent such distribution is required under Section 401(a)(9) of the Code,

(4)	The portion of any distribution that is not includible in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to Employer Stock), and

(5)	Any distribution on account of hardship.

---

---

(a)	the life of the Participant,

(b)	the joint lives of the Participant and the Participant’s designated Beneficiary,

(c)	a period certain not extending beyond the life expectancy of the Participant, or

(d)	a period certain not extending beyond the joint life and last survivor expectancy of the Participant and the Participant’s designated Beneficiary.

(a)	If the Participant’s surviving spouse is the Participant’s sole designated beneficiary, distributions to the surviving spouse will begin by December 31 of the calendar year

---

(b)	If the Participant’s surviving spouse is not the Participant’s sole designated beneficiary, distributions to the designated beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died.

(c)	If there is no designated beneficiary as of September 30 of the year following the year of the Participant’s death, the Participant’s entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.

(d)	If the Participant’s surviving spouse is the Participant’s sole designated beneficiary and the surviving spouse dies after the Participant but before distributions to the surviving spouse begin, this Section 12.03, other than Section 12.03(a) above, will apply as if the surviving spouse were the Participant.

(a)	the quotient obtained by dividing the Participant’s account balance by the distribution period in the Uniform Lifetime Table set forth in Section 1.401(a)(9)‑9, Q&A-2, of the Treasury Regulations, using the Participant’s age as of the Participant’s birthday in the distribution calendar year; or

---

(b)

if the Participant’s sole designated beneficiary for the distribution calendar year is the Participant’s spouse, the quotient obtained by dividing the Participant’s account balance by the number in the Joint and Last Survivor Table set forth in Section 1.401(a)(9)‑9, Q&A-3, of the Treasury Regulations, using the Participant’s and spouse’s attained ages as of the Participant’s and spouse’s birthdays in the distribution calendar year.

(a)

If the Participant dies on or after the date distributions begin and there is a designated beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s account balance by the longer of the remaining life expectancy of the Participant or the remaining life expectancy of the Participant’s designated beneficiary, determined as follows:

(1)	The Participant’s remaining life expectancy is calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.

(2)

If the Participant’s surviving spouse is the Participant’s sole designated beneficiary, the remaining life expectancy of the surviving spouse is calculated for each distribution calendar year after the year of the Participant’s death using the surviving spouse’s age as of the spouse’s birthday in that year. For distribution calendar years after the year of the surviving spouse’s death, the remaining life expectancy of the surviving spouse is calculated using the age of the surviving spouse as of the spouse’s birthday in the calendar year of the spouse’s death, reduced by one for each subsequent calendar year.

(3)	If the Participant’s surviving spouse is not the Participant’s sole designated beneficiary, the designated beneficiary’s remaining life expectancy is calculated using the age of the beneficiary in the year following the year of the Participant’s death, reduced by one for each subsequent year.

(b)	If the Participant dies on or after the date distributions begin and there is no designated beneficiary as of September 30 of the year after the year of the Participant’s death, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s

---

(a)

If the Participant dies before the date distributions begin and there is a designated beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s account balance by the remaining life expectancy of the Participant’s designated beneficiary, determined as provided in Section 12.06(a).

(b)	If the Participant dies before the date distributions begin and there is no designated beneficiary as of September 30 of the year following the year of the Participant’s death, distribution of the Participant’s entire interest will be completed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.

(c)	If the Participant dies before the date distributions begin, the Participant’s surviving spouse is the Participant’s sole designated beneficiary, and the surviving spouse dies before distributions are required to begin to the surviving spouse under Section 12.03(a), distributions under this Section will be determined as if the surviving spouse were the Participant.

(a)	Designated beneficiary. The individual who is designated as the Beneficiary under Article XIV of this Plan and is the designated beneficiary under Section 401(a)(9) of the Code and Section 1.401(a)(9)‑4, of the Treasury Regulations.

(b)

Distribution calendar year. A calendar year for which a minimum distribution is required. For distributions beginning before the Participant’s death, the first distribution calendar year is the calendar year immediately preceding the calendar year which contains the Participant’s required beginning date. For distributions beginning after the Participant’s death, the first distribution calendar year is the calendar year in which distributions are required to begin under Section 12.02.

(c)	Life expectancy. Life expectancy as computed by use of the Single Life Table in Section 1.401(a)(9)‑9, Q&A-1, of the Treasury Regulations.

---

(d)

Participant’s account balance. The account balance as of the last Valuation Date in the calendar year immediately preceding the distribution calendar year (valuation calendar year) increased by the amount of any contributions made and allocated or Forfeitures allocated to the account balance as of dates in the valuation calendar year after the Valuation Date and decreased by distributions made in the valuation calendar year after the Valuation Date. The account balance for the valuation calendar year includes any amounts rolled over or transferred to the Plan either in the valuation calendar year or in the distribution calendar year if distributed or transferred in the valuation calendar year.

(e)	Required beginning date. The date specified in Section 10.04 of this Plan and Trust Agreement.

(a)

The Employer shall issue a "Put Option" to each Payee receiving a distribution of Employer Stock from the Trust. The Put Option shall permit the Payee to sell such Employer Stock to the Employer, at any time during two options periods, at the then fair market value. Fair market value shall mean the value of the Employer Stock as determined using the method set out in Treasury Regulation Section 54.4975-11(d)(5).

(b)	The first Put Option period shall begin upon the date of distribution of Employer Stock. The Payee shall have sixty (60) days after the date of distribution of the

---

(c)

The second Put Option period shall begin after the close of the Employer's taxable year in which the first Put Option is granted and following a determination of the fair market value of the Employer Stock as of the close of such taxable year. The Employer shall notify each Payee who did not exercise the initial Put Option in full of the fair market value of the Employer Stock. Following receipt of this notice of the value of the Employer Stock, the Payee shall have an additional sixty (60) days to give the Employer written notice requiring the Employer to purchase all or part of such Employer Stock. If not exercised in this period, the Put Option shall permanently expire.

(d)

If the Payee receives a "total distribution" of the Employer Stock and exercises his Put Option, the Employer must pay the option price in a single lump-sum or in substantially equal annual payments over a period beginning not later than thirty (30) days after the exercise of the Put Option and not exceeding five (5) years. Additionally, the Employer must provide adequate security for and pay a reasonable rate of interest on the amount which is unpaid after thirty (30) days.

(e)	If the distribution does not constitute a "total distribution," the Employer shall pay the option price in a single lump-sum not later than thirty (30) days after the exercise of the Put Option.

(f)	For purposes of subparagraphs (d) and (e) above, "total distribution" shall mean the distribution, within one (1) taxable year, to the Participant of the balance to the credit of the Participant's account.

---

(a)	The name and address of each prospective transferee;

(b)	The portion of the Employer Stock of the Payee to be transferred to each prospective transferee; and

(c)	All the terms and conditions of the proposed transfer, including the purchase price which shall be expressed in monetary terms regardless of whether or not the proposed purchase price is payable in property other than money, the payment schedule, and copies of all documents relating to the proposed transfer.

---

(a)

No Restricted Shares shall be transferred upon the books of the Employer, nor shall any sale or transfer or other disposition thereof be made, unless and until all of the terms and conditions of this Section of the Plan are first complied with, and in the case of violation of these provisions by the attempt to transfer any Restricted Shares without compliance with the terms hereof, the Employer and the Trustee shall have the right to compel the owner or transferee to transfer and deliver such Restricted Shares in accordance with the terms of the Option provided herein.

(b)	Each certificate evidencing the ownership of such Restricted Shares shall contain the following legend:

(c)	All the conditions, covenants and Options herein contained shall be binding upon the Employer, the Trustee, payees of Restricted Shares, and their respective heirs, executors, administrators and assigns, as well as any receiver or trustee in bankruptcy or insolvency or holders of Restricted Shares.

---

(a)	the Participant's children, including adopted children, per stirpes;

(b)	if no children or their descendants survive the Participant, to the Participant's surviving parents, in equal shares; or

(c)	if none of the preceding survive the Participant, to the estate of the last to die of the Participant, his spouse and his Beneficiary or Beneficiaries.

---

(a)	each Participant would (if either this Plan or the other plan then terminated) receive a benefit immediately after the merger, consolidation or transfer which is equal to or greater than the benefit he would have been entitled to receive immediately before the merger, consolidation or transfer (if this Plan had then terminated);

(b)	the Employer under this Plan and any new or successor employer of the affected Participants authorize such transfer of assets; and

(c)	such other plan and trust are qualified under Sections 401(a) and 501(a) of the Code.

(a)	No amendment shall increase the duties, responsibilities or liabilities of the Trustee or other Fiduciary without the consent of the Trustee or Fiduciary;

(b)	No amendment shall have the effect of vesting in the Employer any interest in or control over any funds subject to the terms of the Trust or diverting any funds for any purpose other than for the exclusive benefit of the Participants, former Participants and their Beneficiaries;

---

(c)	No amendment shall have any retroactive effect so as to deprive any Participant, former Participant or Beneficiary of any accrued or vested interest under the Plan unless such amendment is required to comply with mandatory provisions of the Code or any other applicable federal statute or any official regulations or rulings issued thereunder; and

(d)

No amendment shall eliminate or restrict an optional form of benefit or an early retirement benefit or retirement-type subsidy (as defined in regulations) with respect to benefits accrued at the time of the amendment. The preceding sentence shall not apply to an amendment that eliminates a redundant, non-core or burdensome benefit in accordance with the provisions of Treasury Regulation Section 1.411(d)-3 or an amendment otherwise allowed under the provisions of that Section or Treasury Regulation Section 1.411(d)-4 Q&A2.

---

(a)

To determine all questions arising in the Plan’s administration, including the interpretation of all Plan provisions and the power to determine the rights or eligibility of Employees and Participants and to determine the amount, manner and time of payment of any benefits and matters involving distributions from the Trust in accordance with the terms of this Agreement, and its decision shall be final and binding upon all persons hereunder;

(b)	To adopt such rules and regulations as it may deem reasonably necessary for the proper and efficient administration of the Plan and consistent with its purposes;

(c)	To sign all forms, reports, letters or other documents that may be required;

(d)	To enforce the Plan in accordance with its terms and to appoint and employ individuals to assist in the administration of the Plan and any other agents it deems advisable, including legal and actuarial counsel;

(e)	To establish a funding policy and the Sponsor shall furnish all information regarding Employees required to formulate this policy to the Plan Administrator. The Plan Administrator or its delegate shall formulate a funding policy considering the short and long-range financial needs of the Plan;

(f)	To prepare and distribute within the time prescribed by law such forms and information concerning the Plan as may be required by ERISA or other applicable law;

(g)	To do all other acts in its judgment necessary or desirable for the proper and advantageous administration of the Plan; and

(h)	To direct the Trustee with respect to the maturity of benefits and all matters involving distributions from the Trust.

---

---

---

---

(a)	Any seller who makes an election under Section 1042 of the Code;

(b)	Except for certain lineal descendants as provided in Section 409(n) of the Code, any individual who is related to such seller (as determined under Section 267(b) of the Code); or

(c)	Any Twenty-Five Percent Shareholder.

(a)	Nonallocation Period shall mean the period beginning on the date of the sale of the Employer Stock and ending on the later of (i) the date which is ten (10) years after the date of the sale, or (ii) the date of the plan allocation attributable to the final payment of acquisition indebtedness incurred in connection with such sale.

(b)

Twenty-Five Percent Shareholder shall mean any person who owns more than twenty-five percent (25%) of (i) any class of outstanding stock of the Employer or any member of a controlled group (as defined in Section 409(l)(4) of the Code) of which the Employer is a member, or (ii) the total value of any class of outstanding stock of the Employer or any member of a controlled group (as defined in Section 409(l)(4) of the Code) of which the Employer is a member. In determining if any person is a Twenty-Five Percent Shareholder, the stock attributable to such person

---

(a)	Except as may otherwise be provided in this Plan and Trust Agreement:

(i)	Each such person shall use reasonable care to prevent a co-Trustee from committing a breach of Fiduciary responsibility; and

(ii)

Such persons shall jointly manage and control the Trust assets, except that this subclause (ii) shall not preclude any agreement (and the co-Trustees are hereby authorized to so agree in writing) allocating specific responsibilities, obligations or duties among co-Trustees, in which event a co-Trustee to whom certain responsibilities, obligations or duties have not been allocated shall not be liable, either individually or as a Trustee, for any loss resulting to the

---

(b)	Nothing in paragraph (a) above shall limit any liability that a Fiduciary may have under Part 4 of Title I of the ERISA.

(c)	The Trustee shall act by a majority of such persons at the time in office, and such action may be taken either by vote at a meeting or in writing without a meeting.

(d)

Said persons serving as co-Trustees may unanimously designated any one or more co-Trustees to execute any instrument or document on behalf of all, including, but not limited to, the signing or endorsement of any check and the signing of any applications for contracts, and the action of such designated co-Trustee shall have the same force and effect as if taken by all the co-Trustees. In the event of such authorization, all the co-Trustees shall in writing notify the Employer and any other Fiduciaries thereof, and such parties shall be entitled to rely upon such notifications until one or more co-Trustees shall give written notification to the contrary.

(a)

To invest and reinvest the principal and income of the Fund in the Trustee’s discretion in any and all stocks, bonds, notes, debentures, mortgages, equipment, trust certificates, insurance company contracts, real estate and in any such other property, real or personal, investments and securities of any kind, class or character, including options, puts and calls, whether income producing or not, as the Trustee may deem suitable for the Trust; and in making such investments and reinvestment, the Trustee shall not be restricted to properties and securities authorized for investment by trustees or other fiduciaries under any present or future law.

(b)	To permit available trust funds to remain temporarily uninvested or, in its discretion, to place on time deposit in a savings account, money market account or certificates

---

(c)	To hold and be absolute owner of all insurance and annuity contracts applied for and held as part of the Trust Fund. The Trustee shall be held responsible only for such funds, assets and contracts as shall actually be received by it and shall have no obligation to make payments other than from funds, assets or contract values held in the Trust.

(d)	To cause any property of the Fund to be issued, held or registered in the individual name of the Trustee, in the name of the nominee of the Trustee or in such form that title will pass by delivery, provided the records of the Trustee shall indicate the true ownership of such property.

(e)	To borrow from anyone such sum or sums from time to time as the Trustee considers necessary or desirable and for that purpose to mortgage or pledge all or any part of the investment account. No person lending money to the Trustee shall be bound to see to the application of the money lent or to inquire into the validity, expediency, or propriety of any borrowing.

(f)	To vote Employer Stock in accordance with the provisions of Article XX.

(g)	To consent to or otherwise participate in reorganizations, recapitalizations, consolidations, mergers and similar transactions with respect to Employer Stock or any other securities and to pay any assessments or charges in connection therewith.

(h)	To deposit Employer Stock (but only if such deposit does not violate the provisions of Article XX hereof) or other securities in any voting trust, or with any protective or like committee, or with a trustee or with depositories designated thereby.

(i)	To exercise any of the powers of an owner, with respect to such Employer Stock and other securities or other property comprising the Trust.

(j)	To vote any other stock and options, puts and calls, bonds, partnership interest or other securities entitled to vote solely in the interest of the Plan Participants.

(k)

To vote upon any stocks, bonds, or other securities; to give general or special proxies or powers of attorney with or without power of substitution; to exercise any conversion privileges, subscription rights or other options, and to make any payments incidental thereto; to oppose, or to consent to, or otherwise participate in, corporate reorganizations or other changes affecting corporate securities, and to delegate discretionary powers, and to pay any assessments or charges in connection therewith; and generally to exercise any of the powers of an owner with respect to stocks, bonds, securities, or other property. However, the Trustee shall not vote proxies relating to securities for which it has not been assigned full investment management responsibilities. In those cases where another party has such investment authority

---

(l)	To employ a bank or trust company pursuant to the terms of its usual and customary bank agency agreement, under which the duties of such bank or trust company shall be of a custodial, clerical and/or record-keeping nature.

(m)	To enter into an Exempt Loan in accordance with the provisions of Section 24.06.

(n)	To invest funds collectively or individually, including, but not limited to, the purchase and sale of stocks, bonds and other securities, and any other investments allowed under the applicable state and federal laws.

(o)	To accept and retain for such time as the Trustee may deem advisable any securities or other property received or acquired as Trustee hereunder, whether or not such securities or other property would normally be purchased as investments hereunder.

(p)	To make, execute, acknowledge, and deliver any and all documents of transfer and conveyance and any and all other instruments that may be necessary or appropriate to carry out the powers herein granted.

(q)	To settle, compromise, or submit to arbitration any claims, debts, or damages due or owing to or from the Plan, to commence or defend suits or legal or administrative proceedings, and to represent the Plan in all suits and legal and administrative proceedings.

(r)	To do all such acts and exercise all such rights and privileges, although not specifically mentioned herein, as the Trustee may deem necessary to carry out the purposes of the Plan.

---

---

---

---

(a)

Each Participant may, subject to Section 24.04 and the Participant Direction Procedures, direct the Trustee, in writing (or in such other form which is acceptable to the Trustee), to invest all or a portion of his Deferred Income, his Deferred Income Account and, if applicable, his Rollover Account, Transfer Account, T&F Deferral Account and T&F Match Account in specific assets, specific funds or other investments permitted under the Plan and the Participant Direction Procedures, including, with respect to his Deferred Income, his Deferred Income Account, T&F Deferral Account and T&F Match Account only, investment in Employer Stock. The portion of a Participant's Deferred Income Account, T&F Deferral Account and/or T&F Match Account invested at his direction in Employer Stock shall be credited to and accounted for under separate Employer Stock Accounts for such Participant. The portion of a Participant's accounts invested at his direction in other available investment alternatives shall be credited to and accounted for under separate Participant's Directed Accounts and administered as provided in Section 24.05(b) below.

(b)	As of each Valuation Date, all Participant's Directed Accounts shall be charged or credited with the Net Earnings of each of the investment funds held thereunder as follows:

(i)	to the extent that the assets in a Participant's Directed Account are accounted for as pooled assets or investments, the allocation of earnings, gains and losses of each Participant's Directed Account shall be based upon the total amount of funds so invested in a manner proportionate to the Participant's share of such pooled investment; and

(ii)	to the extent that the assets in the Participant's Directed Account are accounted for as segregated assets, the allocation of earnings, gains and losses from such assets shall be made on a separate and distinct basis.

---

(c)

Investment directions will be processed as soon as administratively practicable after proper investment directions are received from the Participant. No guarantee is made by the Plan, Employer, Plan Administrator or Trustee that investment directions will be processed on a daily basis, and no guarantee is made in any respect regarding the processing time of an investment direction. Notwithstanding any other provision of the Plan, the Employer, Plan Administrator or Trustee reserves the right to not value an investment option on any given Valuation Date for any reason deemed appropriate by the Employer, Plan Administrator or Trustee. Furthermore, the processing of any investment transaction may be delayed for any legitimate business reason (including, but not limited to, failure of systems or computer programs, failure of the means of the transmission of data, force majeure, the failure of a service provider to timely receive values or prices and correction for errors or omissions or the errors or omissions of any service provider). The processing date of a transaction will be binding for all purposes of the Plan and considered the applicable Valuation Date for an investment transaction.

(d)

Information regarding the investments shall be made available to the Participants by the Plan Administrator. The Participant’s account may be charged reasonable expenses of executing these written directives unless the Employer shall agree to pay these expenses. In the event the Participant is charged with these expenses, he shall be informed of any charges to be made to his accounts and he shall be furnished with an annual statement of the actual expenses incurred with respect to his account.

(a)	The Exempt Loan must be primarily for the benefit of the Plan Participants and their Beneficiaries.

(b)	The proceeds of an Exempt Loan must be used within a reasonable time after their receipt by the Trust to acquire Employer Stock, to repay the Exempt Loan, or to repay a prior Exempt Loan.

(c)

Except as provided in Article XIII hereof or as otherwise may be required by applicable law, no Employer Stock acquired with the proceeds of an Exempt Loan may be subject to a put, call, or other option, or buy-sell or similar arrangement while held by and when distributed from the Plan. These restrictions are nonterminable and shall continue to exist under the terms of the Plan whether or not the Exempt Loan is repaid or the Plan ceases to be an employee stock ownership plan.

(d)	An Exempt Loan must be without recourse against the Plan. The only assets of the Trust that may be given as collateral on an Exempt Loan are Employer Stock which was either acquired with the proceeds of the Exempt Loan or used as collateral on a prior Exempt Loan repaid with the proceeds of the current Exempt Loan. No

---

(e)	In the event of default upon an Exempt Loan, the value of Trust assets transferred in satisfaction of the Exempt Loan must not exceed the amount of default. If the lender is a disqualified person, the Exempt Loan must provide for a transfer of Trust assets in the event of default only to the extent of the failure of the Trust to meet the payment schedule of the Exempt Loan.

(f)	The Exempt Loan must be made at a reasonable rate of interest as determined under Treasury Regulation Section 54.4975-7(b)(7).

(g)

All Employer Stock acquired by the Trust with the proceeds of an Exempt Loan, whether or not such Employer Stock is pledged as collateral on the loan, shall be maintained in the Exempt Loan Suspense Account and released as provided in Section 24.06(h) below. On each Valuation Date, the Employer Stock released from the Exempt Loan Suspense Account shall be allocated to the Participants’ accounts as provided in Sections 6.08 and 7.03 of this Agreement; provided, however, Employer Stock so released which is attributable to payments on the Exempt Loan made from earnings on Employer contributions and/or dividends on Employer Stock held in such Exempt Loan Suspense Account shall be allocated in the same manner as such earnings and/or dividends would otherwise be allocated under Article VII of this Plan and Trust Agreement.

(h)

For each Plan Year during the duration of the Exempt Loan, the number of shares of Employer Stock released must equal the number of encumbered shares of Employer Stock held immediately before release multiplied by the “Release Fraction.” The Release Fraction is a fraction, the numerator of which is the amount of principal and interest paid for the year. The denominator of the fraction is the sum of the numerator plus the principal and interest to be paid for all future years. The number of future years under the Exempt Loan must be definitely ascertainable and must be determined without taking into account any possible extensions or renewal periods. In the event the interest rate under the Exempt Loan is variable, the interest to be paid in future years must be computed by using the interest rate applicable as of the end of the Plan Year. If collateral includes more than one class of Employer Stock, the number of shares of Employer Stock of each class to be released for a Plan Year must be determined by applying the same fraction to each class.

---

(i)	An Exempt Loan must be for a specific term and shall not be payable at the demand of any person, except in the case of default.

(a)	the identity of the person or positions authorized to administer the Participant loan program;

---

(b)	a procedure for applying for loans;

(c)	the basis on which loans will be approved or denied;

(d)	limitations, if any, on the types and amounts of loans offered;

(e)	the procedure under the program for determining a reasonable rate of interest;

(f)	the types of collateral which may secure a Participant loan; and

(g)	the events constituting default and the steps that will be taken to preserve Plan assets.

(a)	$50,000 reduced by the excess (if any) of the highest outstanding balance of loans from the Plan to the Participant during the one-year period ending on the day before the date on which such loan is made, over the outstanding balance of loans from the Plan to the Participant on the date on which such loan was made, or

(b)	one-half (1/2) of the present value of the non-forfeitable accrued benefit of the Participant under the Plan.

---

---

(a)

The Plan shall be a Top Heavy Plan for any Plan Year if, as of the Determination Date, the present value of the sum of the accrued benefits of Key Employees under the Plan and any other plan of an Aggregation Group, exceeds sixty percent (60%) of the present value of the sum of the accrued benefits of all Participants under the Plan and any other plan of the Aggregation Group with respect to the Plan Year for which the determination is made.

(b)	The present value of the sum of the accrued benefits of Participants who participate in a defined benefit plan shall be determined under the provisions of such defined benefit plan.

---

(c)

The present value of the accrued benefit of Participants in the Plan and any other defined contribution plan is the sum of (i) the account balances as of the most recent Valuation Date occurring within a twelve month period ending on the Determination Date, and (ii) an adjustment for contributions due as of the Determination Date. In the case of a plan not subject to the minimum funding requirements of Section 412 of the Code, the adjustment in (ii) above is generally the amount of any contributions actually made after the Valuation Date but on or before the Determination Date. In the first Plan Year of the Plan, the adjustments in (ii) above should also reflect the amount of any contributions made after the Determination Date that are allocated as of a date in the first Plan Year. In the case of a plan that is subject to the minimum funding requirements of Section 412 of the Code, the account balance shall include contributions that would be allocated as of a date not later than the Determination Date, even though those amounts are not yet required to be contributed. However, if any individual has not performed any Service for the Employer at any time during the one (1) year period ending on the Determination Date, the accrued benefit and the account of such individual shall not be taken into account. The accrued benefit for a Non-Key Employee who was a Key Employee in any prior year shall not be taken into account. The accrued benefit shall include the Participants’ accounts attributable to Employer contributions.

(d)

Distributions made within the one-year period ending on the Determination Date from this Plan or any plan aggregated with this Plan under Section 416(g)(2) of the Code are added to the present value of accrued benefits. In addition, distributions under a terminated plan shall be added to the present value of accrued benefits if the benefits would have been required to be included in an Aggregation Group if the Plan had not terminated. In the case of a distribution made for a reason other than severance from employment, death, or disability, this provision shall be applied by substituting “five-year period” for “one-year period”. However, in the case of distributions made after the Valuation Date and prior to the Determination Date, such distributions are not included to the extent that such distributions are included in the present value of the accrued benefits as of the Valuation Date.

(e)	The extent to which rollovers or transfers are taken into account will be determined in accordance with Section 416 of the Code and the Treasury Regulations thereunder.

(a)

Aggregation Group shall mean the plans (including any terminated plan maintained within the last five (5) years ending on the Determination Date) of the Employer and Affiliated Employers which are part of either a Required Aggregation Group or a Permissive Aggregation Group. Only those plans of the Employer for which the Determination Dates fall within the same calendar year shall be aggregated in order to determine whether such plans are Top Heavy Plans.

---

(b)

Required Aggregation Group shall mean those plans of the Employer and Affiliated Employers in which a Key Employee participates during the Plan Year containing the Determination Date or any of the four (4) preceding Plan Years. In addition, the Required Aggregation Group includes each other plan which enables any plan in which a Key Employee participates to meet the requirements of Section 401(a)(4) or Section 410 of the Code. Each plan in the Required Aggregation Group shall be a Top Heavy Plan if such group is a Top Heavy Group. No Plan in the Required Aggregation Group shall be a Top Heavy Plan if such group is not a Top Heavy Group.

(c)

Permissive Aggregation Group shall mean those plans required to be aggregated, plus one or more plans that are not part of the Required Aggregation Group but which satisfy the requirements of Section 401(a)(4) and Section 410 of the Code when considered together with the Required Aggregation Group. If a Permissive Aggregation Group is a Top Heavy Group, only those plans that are part of the Required Aggregation Group shall be subject to the added requirements placed on Top Heavy Plans.

---

(a)	The specific reason or reasons for the denial,

(b)	Specific reference to pertinent Plan provisions on which the denial is based,

(c)	A description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary, and

(d)	An explanation of the Plan’s claim review procedure and the time limits applicable to such procedures, including a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA, following an adverse benefit determination or review.

---

(a)

Such review will not afford deference to the initial adverse benefit determination and will be conducted by a committee appointed by the Sponsor, which is an appropriate named Fiduciary of the Plan and which shall neither be the individual who made the adverse benefit determination that is the subject of the appeal nor the subordinate of such individual (in the event an individual making the initial adverse benefit determination is a member of the review committee, he shall not participate in the committee’s review of the appeal).

(b)

In the case of an appeal of an adverse benefit determination that is based in whole or in part on a medical judgment, the review committee shall consult with a healthcare professional who has appropriate training and experience in the field of medicine involved in the medical judgment. The healthcare professional engaged for this purpose shall be an individual who is neither an individual who was consulted in connection with the adverse benefit determination that is the subject of the appeal, nor the subordinate of any such individual.

(c)	Each claimant will be provided with the identity of the medical or vocational experts whose advice was obtained on behalf of the Plan in connection with the adverse benefit determination, without regard to whether the advice was relied upon in making the benefit determination.

---

(a)	The specific reason or reasons for the adverse determination;

(b)	Specific reference to the pertinent Plan provisions on which the adverse determination is based;

(c)	A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of, all documents, records and other information relevant to the claimant’s claim for benefits; and

(d)	A statement of the claimant’s right to bring an action under Section 502(a) of ERISA.

---

(a)	Merged Accounts. The Participants' balances under the T&F Plan transferred to and merged into the Plan shall be held in separate T&F Deferral Accounts, T&F Match Accounts and such other separate accounts as the Plan Administrator shall determine necessary.

(b)

Vesting of Transferred Accounts. The accounts transferred from the T&F Plan attributable to Elective Contributions (the T&F Deferral Accounts) and rollover contributions, if any, shall continue to be one hundred percent (100%) vested at all times. The accounts transferred from the T&F Plan attributable to matching contributions (the T&F Match Accounts) shall be subject to the same vesting schedule and other vesting and Forfeiture provisions as set forth in Article VIII hereof.

(c)

Distribution of Account Balances. Distributions of T&F Deferral Accounts, T&F Match Accounts and any other separate accounts maintained on behalf of a Participant as a result of the merger of the T&F Plan with and into the Plan shall be made in accordance with Articles X, XI and XII hereof. Any optional forms of benefit provided under the T&F Plan that is not described in Article XI hereof, shall not be available with respect to distributions of such separate accounts.

(d)	Hardship. Notwithstanding the preceding subsection, T&F Deferral Accounts and T&F Match Accounts shall not be included in the determination of amounts available for hardship withdrawal under Section 10.08 hereof.

(e)

Participant Loans. Participant loans outstanding under the T&F Plan and transferred to the Plan in connection with the merger of the T&F Plan with and into the Plan shall be administered in accordance with Article XXV hereof and the Plan’s Participant Loan Procedure. Loans may be made from a Participant’s T&F Deferral Account and T&F Match Account in the same manner and order as from his Deferred Income Account and Non-Elective Contribution Accounts, respectively, as provided in Article XXV and the Plan’s Participant Loan Procedure.

(f)

In-Service Withdrawals. The T&F Deferral Account and the T&F Match Account shall be included in the determination of amounts available for withdrawal pursuant to Section 10.07 hereof. Notwithstanding the provisions of Section 10.07, a Participant may elect to withdraw all or a portion of T&F Deferral Account and/or T&F Match Account at any time after the Participant attains age fifty-nine and one-half (59½), whether or not such Participant has incurred a separation from service.

---

(g)	Investment. A Participant's T&F Deferral Account and/or T&F Match Account may be invested in Employer Stock only at the direction of such Participant pursuant to Section 24.05 and the Participant Direction Procedure.

---

---

---

---

---

---

---

---

---

(a)	In the event the amount of such mandatory distribution is One Thousand Dollars ($1,000) or less, directly to the Distributee subject to applicable tax withholding requirements.

(b)	In the event the amount of such mandatory distribution exceeds One Thousand Dollars ($1,000), in a direct rollover to an individual retirement plan for the benefit of the Distributee designated by the Plan Administrator.

---

---

---

---

(d)	Effective for years beginning on and after July 1, 2007, if the Maximum Amount is exceeded for any Participant, the excess Annual Additions shall be corrected in accordance with and through the Employee Plans Compliance Resolution System (EPCRS), as it may be amended from time to time.

---

---

---

---

---

---

---

---

---

(b)	Each certificate evidencing the ownership of such Restricted Shares shall contain the following legend:

---

---

---

---

I.	DEFINITIONS

II.	POLICY TITLE AND OWNERSHIP

III.	BENEFICIARY DESIGNATION RIGHTS

IV.	PREMIUM PAYMENT METHOD

---

V.	TAXABLE BENEFIT

VI.	DIVISION OF DEATH PROCEEDS

A.	Upon the death of the Insured, the Insured’s beneficiary(ies), designated in accordance with Paragraph III, shall be entitled to an amount equal to Sixty-Five Percent (65%) of the net-at-risk insurance portion of the proceeds. The net-at-risk insurance portion is the total proceeds less the cash value of the policy.

B.	[reserved]

C.

Should the Insured not be employed by the Bank at the time of his or her death and die on or before the 7th day of February, 2003, the Insured's beneficiary(ies), designated in accordance with Paragraph III, shall be entitled to the percentage as set forth hereinbelow of the proceeds described in Subparagraph VI(A) above that corresponds to the number of full years the Insured has been employed by the Bank since the Effective Date of this Agreement. Should the Insured not be employed by the Bank at the time of his or her death and die subsequent to the 7th day of February, 2003, the Insured's beneficiary(ies) shall be entitled to the following percentage of the proceeds described in Subparagraph VI(B) hereinabove:

E.	The Bank and the Insured (or assignees) shall share in any interest due on the death proceeds on a pro rata basis as the proceeds due each respectively bears to the total proceeds, excluding any such interest.

VII.	DIVISION OF THE CASH SURRENDER VALUE OF THE POLICY

---

VIII.	RIGHTS OF PARTIES WHERE POLICY ENDOWMENT OR ANNUITY ELECTION EXISTS

IX.	TERMINATION OF AGREEMENT

A.	[reserved]

B.

The Insured shall be discharged from employment with the Bank for cause. The term "for cause" shall mean any of the following that result in an adverse effect on the Bank: (i) gross negligence or gross neglect; (ii) the commission of a felony or gross misdemeanor involving moral turpitude, fraud, or dishonesty; (iii) the willful violation of any law, rule, or regulation (other than a traffic violation or similar offense); (iv) an intentional failure to perform stated duties; or (v) a breach of fiduciary duty involving personal profit; or

C.	[reserved]

A.	The Bank's share of the cash value of the policy on the date of such assignment, as defined in this Agreement; or

B.	The amount of the premiums that have been paid by the Bank prior to the date of such assignment.

---

X.	INSURED'S OR ASSIGNEE'S ASSIGNMENT RIGHTS

XI.	AGREEMENT BINDING UPON THE PARTIES

XII.	ERISA PROVISIONS

A.	Named Fiduciarv and Plan Administrator.

B.	Funding Policy.

C.	Basis of Payment of Benefits.

D.	Claim Procedures.

---

XIII.	GENDER

XIV.	INSURANCE COMPANY NOT A PARTY TO THIS AGREEMENT

XV.	CHANGE OF CONTROL

XVI.	AMENDMENT OR REVOCATION

XVII.	EFFECTIVE DATE

XVIII.	SEVERABILITY AND INTERPRETATION

XIX.	APPLICABLE LAW

---

XX.	SUPERSEDE AND ENTIRE AGREEMENT

I.	DEFINITIONS

II.	POLICY TITLE AND OWNERSHIP

III.	BENEFICIARY DESIGNATION RIGHTS

---

IV.	PREMIUM PAYMENT METHOD

V.	TAXABLE BENEFIT

VI.	DIVISION OF DEATH PROCEEDS

A.	Upon the death of the Insured, the Insured’s beneficiary(ies), designated in accordance with Paragraph III, shall be entitled to an amount equal to Sixty-Five Percent (65%) of the net-at-risk insurance portion of the proceeds. The net-at-risk insurance portion is the total proceeds less the cash value of the policy.

B.	[Reserved].

C.	The Bank shall be entitled to the remainder of such proceeds.

D.	The Bank and the Insured (or assignees) shall share in any interest due on the death proceeds on a pro rata basis as the proceeds due each respectively bears to the total proceeds, excluding any such interest.

VII.	DIVISION OF THE CASH SURRENDER VALUE OF THE POLICY

---

VIII.	RIGHTS OF PARTIES WHERE POLICY ENDOWMENT OR ANNUITY ELECTION EXISTS

IX.	TERMINATION OF AGREEMENT

1.	[Reserved].

2.

The Insured shall be discharged from employment with the Bank for cause. The term “for cause” shall mean any of the following that result in an adverse effect on the Bank: (i) the commission of a felony or gross misdemeanor involving fraud or dishonesty; (ii) the willful violation of any law, rule, or regulation (other than a traffic violation or similar offense); (iii) an intentional failure to perform stated duties; or (iv) a breach of fiduciary duty involving personal profit; or

3.	[Reserved].

4.	Surrender, lapse, or other termination of the Policy by the Bank, and subject to the Insured’s option as set forth hereinbelow.

B.	Upon such termination of this Agreement but prior to the termination of the policy by the Bank, the Insured (or assignee) shall have a fifteen (15) day option to receive from the Bank an absolute assignment of the policy in consideration of a cash payment to the Bank, whereupon this Agreement shall terminate. Such cash payment referred to hereinabove shall be the greater of:

1.	The Bank’s share of the cash value of the policy on the date of such assignment, as defined in this Agreement; or

2.	The amount of the premiums that have been paid by the Bank prior to the date of such assignment.

C.	If, within said fifteen (15) day period, the Insured fails to exercise said option, fails to procure the entire aforestated cash payment, or dies, then the option shall terminate and the Insured (or assignee) agrees that all of the Insured’s rights, interest and claims in the policy shall terminate as of the date of the termination of this Agreement.

D.	The Insured expressly agrees that this Agreement shall constitute sufficient written notice to the Insured of the Insured’s option to receive an absolute assignment of the policy as set forth herein.

E.	Except as provided above, this Agreement shall terminate upon distribution of the death benefit proceeds in accordance with Paragraph VI above.

---

X.	INSURED’S OR ASSIGNEE’S ASSIGNMENT RIGHTS

XI.	AGREEMENT BINDING UPON THE PARTIES

XII.	ADMINISTRATIVE AND CLAIMS PROVISIONS

A.	Plan Administrator.

B.	Basis of Payment of Benefits.

D.	Claim Procedures.

XIII.	GENDER

---

XIV.	INSURANCE COMPANY NOT A PARTY TO THIS AGREEMENT

XV.	AMENDMENT OR REVOCATION, AND EXCHANGE OF POLICY

XVI.	EFFECTIVE DATE

XVII.	SEVERABILITY AND INTERPRETATION

XVIII.	TERMINATION OR MODIFICATION OF AGREEMENT BY REASON OF CHANGES IN THE LAW, RULES OR REGULATIONS

XIX.	APPLICABLE LAW

---

---

---