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CustodialServicesAgreement

FNBB CSA Approved 9/28/2012; Approved by DF&A 10/4/2012 | 1 Page

This Custodial Services Agreement (“Agreement”) is entered into as of this ____ day of

______________, 20____ by and between ___________________________________________

(“Depositor”), with its principal office at ____________________________________________,

and ____________________________________________________________ (“Institution”),

with its principal office at ___________________________________________________,

________________________________, ________________ _________, and First National

Bankers Bank, (“Custodian”), with its principal office at 7813 Office Park Blvd.; Baton Rouge,

Louisiana 70809, with an Arkansas Division located at 325 West Capitol Avenue, Suite 300;

Little Rock, Arkansas 72201.

W I T N E S S E T H

WHEREAS, the Depositor has agreed to deposit funds with the Institution pursuant to the terms

and provisions of a depository collateral agreement or similar security agreement in which

Institution intended to grant to Depositor a security interest in certain property (“Collateral

Agreement”), said Collateral Agreement by and between the Depositor and the Institution

dated as of _________________________, ________; and

WHEREAS, pursuant to the terms and provisions of the Collateral Agreement, the Institution

has agreed to assign, transfer, pledge and convey to the Depositor a perfected security interest in

certain eligible securities owned by the Institution (the “Collateral”); and

WHEREAS, in order to perfect the Depositor’s security interest in the Collateral, the Custodian,

as agent for the Depositor, will accept from the Institution, take possession of and hold such

Collateral solely for the benefit of the Depositor.

NOW, THEREFORE, in consideration of the mutual covenants and premises herein contained,

the parties do hereby agree as follows:

1. The Custodian hereby accepts employment as the Depositor’s custodian and depositary

pursuant to the terms of this Agreement.

2. The Custodian shall accept and retain as Custodian solely for the benefit of the Depositor

all securities tendered by the Institution as Collateral for its obligations under the

Collateral Agreement. Upon receipt of Collateral from the Institution for the benefit of

the Depositor, the Custodian shall immediately notify the Depositor of the Collateral

pledged by issuing a written custody receipt simultaneously to the Institution and the

Depositor evidencing that the Institution has pledged, and the Custodian has received, the

Collateral.

3. The Custodian shall identify on its books and records as being pledged to the Depositor

specific securities or a quantity of specific securities received by it for, or for the account

CustodialServicesAgreement

FNBB CSA Approved 9/28/2012; Approved by DF&A 10/4/2012 | 2 Page

of, the Depositor. Neither the Institution nor the Custodian shall have any power or

authority to, and shall not, transfer, assign, hypothecate, pledge or otherwise dispose of

any such securities, except pursuant to instructions from the Depositor and pursuant to

the terms of this Agreement. Custodian warrants and represent that no third-party has a

right to give an entitlement order regarding the Collateral, and Custodian agrees to notify

Depositor and the Institution simultaneously if another person claims a property interest

in the Collateral. Upon receipt of such notice, the Institution shall immediately substitute

unencumbered Collateral of equivalent value that is free and clear of all adverse claims.

4. If at any time the total fair market value of the Collateral is less than _____________% of

the total amount of cash funds on deposit with the Institution that is in excess of current

FDIC insurance coverage (the “Maintenance Percentage”), then the Institution shall

assign, pledge and convey a security interest to the Depositor in and transfer to the

Custodian, solely for the benefit of the Depositor, securities of the type eligible to be

pledged pursuant to Arkansas Code Annotated §23-47-203, §23-47-401(a) and §19-8-203

as amended, and in such amount so that the ratio of the total fair market value of such

pledged securities to the amount of funds on deposit shall be at least equal to the

Maintenance Percentage. The failure by the Institution to provide securities of the type

eligible to be pledged pursuant to Arkansas Code Annotated §23-47-203, §23-47-401(a)

and §19-8-203, as amended, in such amount so that the ratio of the total fair market value

of such pledged securities to the amount of funds on deposit is at least equal to the

Maintenance Percentage, shall, at the discretion of the Depositor, result in all funds of the

Depositor held by the Institution becoming subject to immediate withdrawal without

penalty and with interest being due and payable to the date of withdrawal.

5. The Custodian shall, on the first business day following receipt by the Custodian of prior

written notice from the Institution, allow the Institution to withdraw any of the securities

constituting the Collateral, if the Institution shall simultaneously deliver to the Custodian

as additional Collateral securities of the same type and having at least the same market

value as the securities withdrawn.

6. The Custodian is hereby authorized and directed to promptly distribute to the Institution

any cash received by the Custodian as payment of accrued interest on any of the

securities constituting the Collateral.

7. This Agreement vests “control” of the Collateral in the Depositor as required under the

Arkansas Uniform Commercial Code. From and after the date of this Agreement, the

Custodian will comply with all notifications and instructions it receives originated by the

Depositor directing it to transfer or redeem the Collateral without further consent of the

Institution. Upon receipt of any such notification and instruction from the Depositor, the

Custodian shall promptly forward a copy of the notification or instruction to the

CustodialServicesAgreement

FNBB CSA Approved 9/28/2012; Approved by DF&A 10/4/2012 | 3 Page

Institution. The Custodian agrees not to take any act that would permit a person other

than the Depositor to have “control” of the Collateral as that term is defined in the

Arkansas Uniform Commercial Code. Except as specifically provided in the foregoing

paragraphs 4 - 6, the Custodian will not release or transfer to the Institution any securities

constituting the Collateral without prior instructions from the Depositor, either written or

verbal. The Depositor and the Custodian agree that in the case of any conflict between

written and verbal instructions, the written instructions will be binding.

8. The Custodian agrees, on a monthly basis, to provide simultaneously to the Depositor and

the Institution a current statement reflecting pledged Collateral. The Custodian agrees to

provide in such statements its own current fair market price valuations of the securities

constituting the Collateral as determined by the methods set forth in the Collateral

Agreement; provided, however, the final market value used to determine whether the

Institution has satisfied its obligation to maintain sufficient Collateral to meet or exceed

the Maintenance Percentage and for any other related audit of the Institution may be

those valuations which either the Institution or Custodian, at the sole discretion of the

Institution, obtains at a month’s end from independent pricing companies in accordance

with the Collateral Agreement. The costs of the preparation and delivery of such periodic

statements by the Custodian to the Depositor shall be the responsibility of the Institution.

9. In the absence of bad faith on the part of the Custodian, the Custodian shall be permitted

to rely upon the authenticity of, and the truth of the statements and the accuracy of the

opinions expressed in, and will be protected in acting upon, any document believed by

the Custodian to be genuine and to have been signed, affixed or presented by the proper

party or parties. The Custodian shall not be liable with respect to any action taken or

omitted to be taken by it in accordance with any instruction or request of the Depositor.

In addition, the Custodian shall not be liable for any error of judgment made in good faith

by an officer of this Custodian, unless it shall be proved that the Custodian was grossly

negligent in ascertaining the pertinent facts. In the event the Custodian receives

substantially contemporaneously contrary written instructions from the Depositor and the

Institution, then the Custodian may, at its election and without liability to either the

Depositor or the Institution, interplead the securities constituting the Collateral in a court

of competent jurisdiction, and the Depositor’s and the Institution’s sole recourse shall be

against each other and the securities constituting the Collateral so interplead.

10. The Collateral shall be held in a joint custody account for the benefit of the Depositor;

provided, however, this shall in no way restrict the release of said Collateral in

accordance with the terms of this Agreement as may be otherwise set forth herein,

including, without limitation, the procedures for substitution of such Collateral. The

Collateral shall not be held in a margin account, and no margin or other credit will be

extended to the Institution with respect to the Collateral. The Custodian waives its right

CustodialServicesAgreement

FNBB CSA Approved 9/28/2012; Approved by DF&A 10/4/2012 | 4 Page

to a security interest in the pledged Collateral and subordinates in favor of Depositor any

security interest, lien, or right to setoff it may have, now or in the future, against the

Collateral.

11. This Agreement may be amended at any time by written agreement between the

Depositor and the Custodian, with prior written notice to the Institution.

12. This Agreement shall be subject to and construed in accordance with the laws of the State

of Arkansas.

13. This Agreement may be simultaneously executed in two or more counterparts, each of

which shall be deemed to be an original.

14. Notices and other writings shall be delivered or mailed postage prepaid to the parties at

the addresses set forth on the signature page hereof.

15. The duties of the Custodian as provided in this Agreement shall continue in effect until

the security interest has been terminated, and the Depositor shall notify the Custodian

within a reasonable time of the termination in writing. This Agreement may be

terminated thirty (30) days after receipt of written notice by the Custodian or the

Depositor. The Institution may not terminate this Agreement. The Custodian and the

Institution agree that if, upon termination of this Agreement, the Depositor’s deposit with

the Institution continues to require collateral as provided in the Collateral Agreement, the

Collateral will be transferred to an account under the exclusive control of the Depositor.

[Remainder of Page Intentionally Blank; Signature Page Follows]

CustodialServicesAgreement

FNBB CSA Approved 9/28/2012; Approved by DF&A 10/4/2012 | 5 Page

IN WITNESS WHEREOF, the parties hereto, each acting through its respective duly

authorized representative, have caused this Agreement to be signed in their name and delivered

as of the date first above written.

DEPOSITOR:

Address for Notices:

Signature:

Title:

CUSTODIAN: First National Bankers Bank

Address for Notices: 325 West Capitol Avenue, Suite 300; Little Rock, AR 72201

Signature:

Title:

INSTITUTION:

Address for Notices:

Signature:

Title:

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