425

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 9, 2022

BANCPLUS CORPORATION

(Exact Name of Registrant as Specified in Charter)

Mississippi

(State or Other Jurisdiction of Incorporation)

333-236022	64-0655312
(Commission File Number)	(IRS Employer Identification No.)
1068 Highland Colony Parkway
Ridgeland, MS	39157
(Address of Principal Executive Offices)	(Zip Code)

(601) 898-8300

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☑    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
None	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☑

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On February 9, 2022, BancPlus Corporation (the “Registrant” or “BancPlus”), the parent company of BankPlus, and First Trust Corporation (“FTC”), the parent company of First Bank and Trust (“FBT”), entered into the Amendment No. 1 (the “Amendment”) to the previously announced Agreement and Plan of Share Exchange and Merger, dated September 28, 2021, by and among BancPlus, BankPlus, FTC, and FBT (the “Agreement”), pursuant to which (i) FTC will, subject to the terms and conditions set forth in the Agreement, be acquired by statutory share exchange (the “Share Exchange”) and then, immediately thereafter, merge with and into BancPlus (the “Corporate Merger”), with BancPlus as the surviving corporation in the Corporate Merger, and (ii), subsequent to the Corporate Merger, FBT will merge with and into BankPlus (the “Bank Merger,” and together with the Corporate Merger, the “Mergers,” and the Mergers collectively with the Share Exchange, the “Transaction”), with BankPlus as the surviving banking corporation in the Bank Merger.

On October 5, 2021, FTC was notified by the Internal Revenue Service (the “IRS”) that a holder of FTC common stock (each, an “FTC Shareholder,” and collectively, the “FTC Shareholders”) failed to make a timely election to be an “electing small business trust,” and, as a result, the IRS notified FTC that its S corporation status had been inadvertently terminated effective September 23, 2020. FTC prepared and filed an application for late election relief under Revenue Procedure 2013-30 on December 3, 2021 and expects that that the IRS will reinstate its S corporation status retroactively to September 23, 2020. BancPlus, BankPlus, FTC, and FBT entered into the Amendment to allow for the closing of the Share Exchange (“Closing”) pending reinstatement of FTC’s S corporation status.

The Amendment modifies the consideration that FTC Shareholders will be entitled to receive upon completion of the Share Exchange (the “Effective Time”), to (a) account for the Escrow Amount (as defined below) in the event of the termination of FTC’s S corporation status and (b) update the determination of the FTC AAA Distribution (as defined below). The Amendment provides that at the Effective Time, FTC Shareholders will receive, in the aggregate, (a) 1,444,764 shares of BancPlus common stock (with cash paid in lieu of any fractional shares) and (b) $100,000,000 in cash, (i) less (A) a distribution of the FTC accumulated adjustment account (determined by FTC as of January 31, 2022 as if FTC’s S corporation status has been reinstated even if it has not been so reinstated at such time) (the “FTC AAA Distribution”) currently estimated to be $37,523,000, which will be paid by FTC to FTC Shareholders on the day prior to the date of Closing, (B) the Cash Out Amount (as defined below), and (C), in the event FTC’s S corporation status is not reinstated and the Escrow Agreement (as defined below) is entered into at Closing, $10,000,000 (the “Escrow Amount”) to be deposited into and held in escrow (the “Escrow Account”) in accordance with the terms of the Escrow Agreement, and (ii) minus or plus, as applicable, after giving effect to the deduction of the FTC AAA Distribution, the amount that the total equity capital of FTC as of January 31, 2022 is less than $56.1 million, if any, or the amount that the total equity capital of FTC as of that date exceeds $56.1 million, if any, respectively. At the Effective Time, all FTC stock options will fully vest and be converted into the right to receive a cash payment from BancPlus, less applicable withholdings, in an amount equal to the product of (x) the excess, if any, of $18.56 over the exercise price of each such option and (y) the number of shares of FTC common stock subject to such stock option to the extent not previously exercised (the aggregate of such cash payments, the “Cash Out Amount”).

The Amendment provides that, in the event FTC’s S corporation status is not reinstated immediately prior to the Closing, FTC, BancPlus, First Horizon Bank (the “Escrow Agent”), and Joseph C. Canizaro, as representative of the FTC Shareholders (the “FTC Shareholder Representative”), will enter into an Indemnity and Escrow Agreement, a form of which is attached hereto as Exhibit 10.1 (the “Escrow Agreement”), to be delivered at the Closing. In accordance with the terms of the Escrow Agreement, on the date of the Closing, BancPlus will deposit, or cause to be deposited, into the Escrow Account with the Escrow Agent, the Escrow Amount. Following either (a) a determination by the IRS to reinstate FTC’s S corporation status retroactive to September 23, 2020 or (b) a final, non-appealable determination from the IRS denying such reinstatement (each, a “Final Determination”), BancPlus and the FTC Shareholder Representative must, in accordance with the Escrow Agreement, determine the amount, if any, of the tax liability, including penalties and interest, if any, that would have been imposed on FTC prior to the Effective Time, together with any associated costs or expenses, as more fully described in the Escrow Agreement (the “Tax Equivalency Payment”).Following the Effective Time and a Final Determination and notice of the final Tax Equivalency Payment and the Reimbursed Representative Expenses (as defined below) to the Escrow Agent, the Escrow Agent will (A)(1) disburse the Tax Equivalency Payment to BancPlus, and (2) disburse to the FTC Shareholder Representative an amount equal to the documented cost and expenses, if any, incurred by the FTC Shareholder Representative in connection with or related to (x) the fulfillment of the FTC Shareholder Representative’s obligations or exercise of rights under the Escrow Agreement and (y) payments made to the IRS or to the FTC Shareholder Representative’s counsel or experts in connection with, related to, or during the process of determining and/or reaching (i) the amount of the Tax Equivalency Payment or (ii) a Final Determination (the “Reimbursed Representative Expenses”), and (B) disburse the remaining balance of the Escrow Amount, if any, minus certain fees, costs, and expenses payable to the Escrow Agent, to Computershare Trust Company, N.A., as the exchange agent, for the benefit of and delivery to the former FTC Shareholders on a pro rata basis in accordance with their former ownership of shares of FTC common stock as of immediately prior to the Effective Time. In the event FTC’s S corporation status is reinstated prior to the Closing and the Escrow Agreement is not executed and delivered by the parties, or if

the Escrow Agreement is terminated prior to the Closing, the provisions in the Agreement with respect to the Escrow Agreement and the Escrow Amount will be disregarded.

In addition, the Amendment clarifies that the required FTC Shareholder approval of the Agreement and the transactions contemplated thereby includes approval by the FTC Shareholders at a meeting, or in lieu of approval at a meeting, the written approval or consent of the FTC Shareholders.

Other than as expressly modified pursuant to the Amendment, the Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Registrant with the Securities and Exchange Commission (the “SEC”) on September 29, 2021, remains in full force and effect as originally executed on September 28, 2021.

The foregoing description of the Amendment and the Escrow Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment and the Escrow Agreement, respectively, which are attached hereto as Exhibit 2.1 and Exhibit 10.1, respectively, and incorporated by reference herein.

Important Information and Where to Find It

This Reportdoes not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval with respect to the proposed acquisition by BancPlus of FTC. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, and no offer to sell or solicitation of an offer to buy shall be made in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

In connection with the proposed Transaction, BancPlus has filed with the SEC a Registration Statement on Form S-4, which registration statement has not been declared effective, that includes an information statement of FTC and a prospectus of BancPlus (the “Information Statement/Prospectus”), and BancPlus may file with the SEC other relevant documents concerning the proposed Transaction. The definitive Information Statement/Prospectus will be mailed to FTC Shareholders. SHAREHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE INFORMATION STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION CAREFULLY AND IN THEIR ENTIRETY AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC BY BANCPLUS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BANCPLUS, FTC AND THE PROPOSED TRANSACTION.

Free copies of the Information Statement/Prospectus, as well as other filings containing information about BancPlus, may be obtained at the SEC’s website (http://www.sec.gov) when they are filed by BancPlus. You will also be able to obtain these documents, when they are filed, free of charge, from BancPlus at investor.bankplus.net under the heading “SEC Filings.” Copies of the Information Statement/Prospectus can also be obtained, when it becomes available, free of charge, by directing a request to BancPlus Corporation,Kevin Bailey at 1068 Highland Colony Parkway, Ridgeland, MS 39157, telephone 601-607-4452, or by directing a request to First Trust Corporation, Lisa Haley at 909 Poydras Street, Suite 1700, New Orleans, LA 70112, telephone 504-586-2788.

Participants in the Solicitation

This Report is not a solicitation of a proxy from any security holder of BancPlus or consent from any security holder of FTC. However, BancPlus, FTC, and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of consents from the FTC Shareholders in respect of the proposed Transaction. Information about BancPlus’ directors and executive officers is available in its Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the SEC on March 10, 2021 and other documents filed by BancPlus with the SEC. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the consent solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Information Statement/Prospectus and other relevant materials to be filed with the SEC when they become available. Free copies of this document may be obtained as described in the preceding paragraph.

Forward-Looking Statements

This Report contains estimates, predictions, opinions, projections and other “forward-looking statements” as that phrase is defined in the Private Securities Litigation Reform Act of 1995. Such statements include, without limitation, statements relating to the impact BancPlus or FTC expect the Transaction to have on the combined entities operations, financial condition, and financial results, and BancPlus’ expectations about its ability to successfully integrate the combined businesses and the amount of cost savings and other benefits BancPlus expects to realize as a result of the Transaction. Forward-looking statements also

include, without limitation, predictions or expectations of future business or financial performance as well as its goals and objectives for future operations, financial and business trends, business prospects, and management's outlook or expectations for earnings, revenues, expenses, capital levels, liquidity levels, asset quality or other future financial or business performance, strategies or expectations, and are subject to risks and uncertainties. These statements often, but not always, are preceded by, are followed by or otherwise include the words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “continue,” “seek,” “plan,” “can,” “should,” “could,” “would,” “will,” “to be,” “predict,” “potential,” “may,” “likely,” “will likely result,” “target,” “project,” and “outlook” or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. These forward-looking statements are not historical facts and are based on current expectations, estimates and projections about our industry, based on certain assumptions and beliefs of management, many of which, by their nature, are inherently uncertain and beyond the their control. Although BancPlus and FTC believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements based on factors including the effects of the COVID-19 pandemic and actions taken in response thereto on our business, financial conditions and results of operations, and other risks and uncertainties set forth in BancPlus’ filings with the SEC from time to time. Such risks and uncertainties include, but are not limited to, the possibility that the proposed Transaction does not close when expected or at all because required regulatory, shareholder, or other approvals and conditions to closing are not received or satisfied on a timely basis or at all; the delay in or failure to close for any other reason; the outcome of any legal proceedings that may be instituted against BancPlus or FTC; the occurrence of any event, change, or other circumstance that could give rise to the right of one or both parties to terminate the Agreement; the risk that the businesses of BancPlus and FTC will not be integrated successfully; the possibility that the cost savings and any synergies or other anticipated benefits from the proposed Transaction may not be fully realized or may take longer to realize than expected; disruption from the proposed Transaction making it more difficult to maintain relationships with employees, customers, or other parties with whom BancPlus or FTC have business relationships; diversion of management time on Transaction-related issues; risks relating to the potential dilutive effect of the shares of BancPlus common stock to be issued in the proposed Transaction; the reaction to the proposed Transaction of the companies’ customers, employees, and counterparties; uncertainty as to the extent of the duration, scope, and impacts of the COVID-19 pandemic on BancPlus, FTC, and the proposed Transaction; and other factors, many of which are beyond the control of BancPlus and FTC.

For additional information, refer to the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of BancPlus’ Annual Report on Form 10-K for the year ended December 31, 2020 and any updates to those risk factors set forth in BancPlus’ Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other filings, which have been filed by BancPlus with the SEC and are available on the SEC’s website at www.sec.gov. You should not place undue reliance on any such forward-looking statements. All forward-looking statements, expressed or implied, included herein are expressly qualified in their entirety by the cautionary statements contained or referred to herein. Any forward-looking statement speaks only as of the date on which it is made, and we do not undertake any obligation to publicly update or revise any forward-looking statement, whether written or oral, and whether as a result of new information, future developments or otherwise, except as specifically required by law.

Item 9.01 Financial Statements and Exhibits

(d)    Exhibits

Exhibit Number	Description of Exhibit
2.1	Amendment No. 1 to Agreement and Plan of Share Exchange and Merger, dated February 9, 2022, by and among BancPlus Corporation, BankPlus, First Trust Corporation, and First Bank and Trust
10.1	Form of Indemnity and Escrow Agreement by and among First Horizon Bank, BancPlus Corporation, First Trust Corporation, and Joseph C. Canizaro
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the inline XBRL Document

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

		BancPlus Corporation
February 10, 2022	By:	/s/ M. Ann Southerland
		M. Ann Southerland
		Senior Executive Vice President and Chief Financial Officer

EX-2.1

Exhibit 2.1

EXECUTION VERSION

AMENDMENT NO. 1 TO AGREEMENT

AND

PLAN OF SHARE EXCHANGE AND MERGER

By and Among

BANCPLUS CORPORATION,

BANKPLUS,

FIRST TRUST CORPORATION,

and

FIRST BANK AND TRUST

THIS AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF SHARE EXCHANGE AND MERGER (this “Amendment No. 1”), is executed effective as of February 9, 2022, by and among FIRST TRUST CORPORATION, a Louisiana corporation (“FTC”), and FIRST BANK AND TRUST, a Louisiana banking corporation (“FBT”), on the one hand, and BANCPLUS CORPORATION, a Mississippi corporation (“BancPlus”), and BANKPLUS, a Mississippi banking corporation (“BankPlus”), on the other hand. All terms not defined herein shall have the meaning ascribed to them in the Agreement and Plan of Share Exchange and Merger which is referenced below.

RECITALS

WHEREAS, FTC, FBT, BancPlus, and BankPlus entered into that certain Agreement and Plan of Share Exchange and Merger dated as of September 28, 2021 (the “Agreement”), pursuant to which shareholders of FTC Common Stock will exchange their shares for BancPlus Common Stock in accordance with the terms of Section 1.5 and Article II of the Agreement, and immediately thereafter FTC will be merged with and into BancPlus, and FBT will be merged with and into BankPlus, with BancPlus and BankPlus being the surviving entities; and

WHEREAS, the parties desire to modify certain provisions of the Agreement to allow for Closing pending reinstatement of FTC’s Subchapter S status and to clarify certain technical provisions of Agreement.

NOW, THEREFORE, in consideration of the mutual promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

TERMS OF AMENDMENT

1.Section 1.5.    

i.    For purposes of the Agreement, Section 1.5(a) shall be deleted in its entirety and replaced with the following:

“(a)    Subject to Section 2.2(e), each share of common stock of FTC, $0.10 par

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value per share, issued and outstanding immediately prior to the Effective Time, except for shares to be cancelled pursuant to Section 1.5(c) below, and Dissenting Shares, shall be converted automatically into the right to receive (i) an amount of cash equal to the Per Share Cash Consideration, (ii) a number of shares of BancPlus Common Stock equal to the Per Share Stock Consideration, and (iii) the amount, if any, that is disbursed out of the Escrow Amount (as defined below) by Computershare Trust Company, N.A. (the “Exchange Agent”) to the former shareholders of FTC, on a pro rata basis, pursuant to the terms and conditions of the Indemnity and Escrow Agreement attached hereto as Exhibit F (the “Escrow Agreement”), where:”

ii.    For purposes of the Agreement, Section 1.5(a)(i) shall be deleted in its entirety and replaced with the following:

“(i)    “Aggregate Cash Consideration” means an amount equal to $100.0 million, (A) minus the amount of (i) cash from a special distribution of the FTC Accumulated Adjustment Account (“FTC AAA Account Distribution”) determined by FTC as of January 31, 2022 as if FTC’s Subchapter S election has been retroactively reinstated to September 23, 2020 even if it has not been so reinstated at such time and currently estimated to be $37,523,000, (ii) the Cash Out Amount (as defined below), and (iii) the $10,000,000 (the “Escrow Amount”) to be deposited into and held in escrow pursuant to Article II and the terms and conditions of the Escrow Agreement, and (B) minus or plus, as applicable, after giving effect to the deduction of the FTC AAA Account Distribution, the amount that Common Equity is less than Minimum Common Equity as of January 31, 2022, if any, or the amount that Common Equity exceeds the Minimum Common Equity at such date, if any, respectively.”

iii.    For the purposes of the Agreement, Section 1.5(a)(iii) shall be deleted in its entirety and replaced with the following:

“(iii)    “Common Equity”means, after giving effect to the deduction of the FTC AAA Account Distribution, the total equity capital of FTC as typically reportable on Line 16(f) of Schedule SC of Federal Reserve form Parent Company Only Financial Statement for Small Holding Companies—FR Y-9SP, calculated in accordance with Generally Accepted Accounting Principles (“GAAP”), as of January 31, 2022 as if such schedule had been prepared as of such date, but excluding (x) the impact of any Transaction Expenses and (y) any changes in Accumulated Other Comprehensive Income of FTC between June 30, 2021 and January 31, 2022.”

iv.    For the purposes of the Agreement, Section 1.5(a)(xi) shall be deleted in its entirety and replaced with the following:

“(xi)    “Tax Equivalency Payment” means a payment to BancPlus in the amount of the federal, state, and local income tax liability, including penalties and interest, if any, that would be imposed on FTC and assumed by BancPlus based on the Final Determination (as defined below) as well as any costs or expenses associated with classification as, and administration of, a C Corp, including but not limited to the preparation of amended K-1s, preparation of C-Corp returns including 1099 statements, other administrative costs and expenses of filing corrected returns and verification of accounting entries, resolution of FTC shareholder issues and responses to the IRS

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required by the Escrow Agreement, even if FTC’s Subchapter S classification is reinstated. For purposes of this definition, “Final Determination” means the earliest to occur of the date on which a final, non-appealable decision is issued by the IRS denying reinstatement of FTC’s Subchapter S election for the time period of September 23, 2020, through Closing and all allowable appeals requested by the parties to the action have been exhausted and the time for such appeals has expired or FTC’s Subchapter S election is reinstated retroactive to September 23, 2020.”

v.    For purposes of the Agreement there shall be added to Section 1.5(a) a new subsection (xii):

    “(xii)    “Transaction Expenses”means those costs and expenses set forth in Section 1.5(a)(xi) of the FTC Disclosure Schedules.”

2.Section 2.1. For purposes of the Agreement, Section 2.1 shall be deleted in its entirety and replaced with the following:

“2.1    Deposit of Share Exchange Consideration.

(a)Pursuant to the terms and conditions of the Exchange Agent Agreement, by and between BancPlus, the Exchange Agent and Computershare, Inc. (the “Exchange Agent Agreement”), at or prior to the Closing, BancPlus shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of Certificates, for exchange in accordance with this Article II, (i) evidence of shares in book entry form representing the Aggregate Stock Consideration, together with cash in lieu of any fractional shares and (ii) cash in an amount equal to an estimate of the Aggregate Cash Consideration based upon the Common Equity of FTC as of January 31, 2022(such aggregate cash and evidence of shares in book entry form, hereinafter referred to as the “Exchange Fund”), to be issued pursuant to Section 1.5 and paid pursuant to Section 1.5 and Section 2.2(e) in exchange for shares of FTC Common Stock outstanding immediately prior to the Closing Date. Cash in an amount equal to the Cash Out Amount shall be paid by BancPlus directly to the option holders. The Exchange Agent shall not be entitled to vote or exercise any other rights of ownership with respect to the shares of BancPlus Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends and other distributions payable or distributable with respect to such shares for the account of the persons entitled thereto.

(b)On the Closing Date, in accordance with the terms and conditions of the Escrow Agreement (the provisions of which shall govern the deposit and disbursement of the Escrow Amount), BancPlus shall deposit or cause to be deposited into an escrow account with an escrow agent the Escrow Amount, which was deducted from the Aggregate Cash Consideration.”

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3.Section 2.2.    

i.    For the purposes of the Agreement, Section 2.2(a) shall be deleted in its entirety and replaced with the following:

“(a)    (i)    Pursuant to the terms and conditions of the Exchange Agent Agreement, as soon as practicable, but in no event later than five (5) business days after the Effective Time, BancPlus shall use best efforts to cause the Exchange Agent to mail to the former record holders of FTC Common Stock issued and outstanding immediately prior to the Closing Date that have been converted into the right to receive the Share Exchange Consideration pursuant to Section 1.5 (other than Dissenting Shares): (i) a letter of transmittal in customary form as reasonably agreed by the parties hereto (which shall specify that delivery shall be effected, and risk of loss of and title shall pass, only upon delivery of the Certificates to the Exchange Agent) and (ii) instructions for use in effecting the surrender to the Exchange Agent of Certificates for the Share Exchange Consideration. Upon proper surrender of a Certificate or Certificates to the Exchange Agent for exchange and cancellation, together with such letter of transmittal duly executed and completed in accordance with the instructions thereto and any other documents reasonably required by the Exchange Agent, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor, as applicable, (i) the Share Exchange Consideration that such holder of the Certificates shall become entitled pursuant to the provisions of Article I hereof, including cash in lieu of any fractional shares in accordance with the provisions of Section 2.2(e) hereof; and (ii) a check representing such holder’s proportionate share of the Aggregate Cash Consideration and the amount, if any, of dividends or distributions that such holder is entitled to receive pursuant to Section 2.2(b) hereof (collectively, the “Cash Payment”), and the Certificate or Certificates so surrendered shall forthwith be cancelled. Promptly upon receipt from the holder of such Certificate(s), letter of transmittal and any other required document, the Exchange Agent, on behalf of BancPlus, shall deliver to such holder in exchange for such holder’s FTC shares the Share Exchange Consideration in the form of an uncertificated book- shares of BancPlus Common Stock and a check equal to the Cash Payment, plus the amount (if any) that such holder has the right to receive pursuant to Section 2.2(e) hereof. No interest will be paid or accrued on any Share Exchange Consideration, including on any cash payable in lieu of fractional shares, or on any unpaid dividends and distributions payable to holders of Certificates. Holders of record of shares of FTC Common Stock who hold such shares as nominees, trustees or in other representative capacities may submit multiple letters of transmittal, provided that such representative certifies that each such letter of transmittal covers all the shares of FTC Common Stock held by such representative for a particular beneficial owner. Each Certificate so surrendered and all transmittal materials shall be duly completed and endorsed as the Exchange Agent may reasonably require. The Exchange Agent shall not be obligated to deliver the Share Exchange Consideration to which any former holder of FTC Common Stock is entitled as a result of the Share Exchange until such holder surrenders his, her or its Certificate(s) (or affidavits of loss in lieu of such Certificate(s)) for exchange as provided in this Section 2.2. After the Effective Time, each Certificate shall be deemed for all corporate purposes (other than the payment of dividends and other distributions to which the former holders of FTC Common Stock may be entitled) to

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evidence only the right of the holder thereof to receive the Share Exchange Consideration in exchange for each such share as provided in this Article II.

(ii)    In accordance with the terms and conditions of the Escrow Agreement, the escrow agent designated in such agreement shall disburse (A)(1) to BancPlus a portion of the Escrow Amount in an amount equal to the Tax Equivalency Payment, if any, and (2) to the representative of the FTC shareholders named in the Escrow Agreement (the “Representative”) out of the Escrow Amount an amount equal to the documented cost and expenses (including any filing fees) actually and reasonably incurred by the Representative in connection with or related to (x) the fulfillment of his obligations or exercise of his rights under the Escrow Agreement and (y) payments made to the IRS or to Representative’s counsel or experts in connection with, related to, or during the process of determining and/or reaching (i) the amount of the Tax Equivalency Payment or (ii) a Final Determination (the “Reimbursed Representative Expenses”), and (B) to the Exchange Agent for the benefit of and delivery to the former shareholders of FTC, on a pro rata basis in accordance with the FTC shares of common stock formerly held by such shareholders as of immediately prior to the Effective Time, the excess, if any, of the remainder of the Escrow Amount over the sum of fees assessed against the Escrow Amount pursuant to the Escrow Agreement, the Tax Equivalency Payment, if any, and the Reimbursed Representative Expenses, if any.”

ii.    For purposes of the Agreement, Section 2.2(e) shall be deleted in its entirety and replaced with the following:

“(e) Notwithstanding anything to the contrary contained herein, no certificates or scrip representing fractional shares of BancPlus Common Stock shall be issued upon the surrender of Certificates for exchange, no dividend or distribution with respect to BancPlus Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of BancPlus. In lieu of the issuance of any such fractional share, BancPlus shall pay to each former shareholder of FTC who otherwise would be entitled to receive such fractional share an amount in cash (rounded to the nearest cent) equal to the product obtained by multiplying (A) the fractional share of BancPlus Common Stock to which such holder would otherwise be entitled to receive by (B) $70.50.”

iii.    For purposes of the Agreement, there shall be added to Section 2.2 subsection (l):

    “(l)    For the avoidance of doubt, the Share Exchange Consideration, the Aggregate Cash Consideration and any amounts paid to FTC shareholders described in this Section 2.2 shall not include the Escrow Amount or any amounts disbursed to FTC shareholders pursuant to the Escrow Agreement. The Escrow Amount and the amounts to be disbursed to FTC shareholders, if any, are governed by the terms and conditions of the Escrow Agreement and, to the extent that any conflict related thereto exists between the terms and conditions of this Agreement and the Escrow Agreement, the terms and conditions of the Escrow Agreement shall govern. In the event the Escrow Agreement is not executed and delivered by the parties immediately prior to the Closing pursuant to Section 7.3(i) hereof, or if the Escrow Agreement is terminated prior to the Closing, all

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provisions herein with respect to the Escrow Agreement and the Escrow Amount are to be disregarded.”

4.Section 3.4. For purposes of the Agreement, Section 3.4 shall be deleted in its entirety and replaced with the following:

“3.4    Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “FRB”), the FDIC, and the MDBCF, with respect to the Share Exchange, the Corporate Merger and the Bank Merger, as applicable, and approval of such applications and notices, (ii) the filing of any required applications, filings or notices with any other federal, state or foreign agencies or regulatory (including self-regulatory) authorities and approval or grant of such applications, filings and notices (the “Other Regulatory Approvals”), (iii) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement/Prospectus in definitive form (including any amendments or supplements thereto, the “Proxy Statement”) relating to (a) the approval of this Agreement and the transactions contemplated hereby by the shareholders of FTC at a meeting at which a quorum consisting of at least a majority of the outstanding shares of FTC Common Stock entitled to vote on the plan exists or, in lieu of approval at a meeting, the written approval or consent of a majority of the outstanding shares of FTC Common Stock entitled to vote on the plan (the “Requisite FTC Approval”), and (b) the registration of the shares of BancPlus Common Stock constituting the Aggregate Stock Consideration on Form S-4 (the “Form S-4”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and declaration of effectiveness of the Form S-4 by the SEC, (iv) compliance with the applicable requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of BancPlus Common Stock constituting a portion of the Share Exchange Consideration pursuant to this Agreement, and (v) the filing of the Articles of Share Exchange and Articles of Merger with the Mississippi Secretary and Louisiana Secretary pursuant to the MBCA and LBCA, and the filing of the Bank Merger Certificates, as required under applicable law, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality or self-regulatory organization (an “SRO”) (each a “Governmental Entity”) or Regulatory Agency are necessary by BancPlus or BankPlus in connection with (A) the execution and delivery by BancPlus and BankPlus of this Agreement or (B) the consummation by BancPlus or any of its Subsidiaries, as applicable, of the Share Exchange, the Corporate Merger and the other transactions contemplated hereby (including the Bank Merger). As of the date hereof, BancPlus has no knowledge of any reason why the necessary regulatory approvals and consents will not be received to permit consummation of the Share Exchange, the Corporate Merger, the Bank Merger and the other transactions contemplated herein on a timely basis. Except for any consents, authorizations, or approvals which are listed in Sections 3.3 or 3.4 of the BancPlus Disclosure Schedule and adoption and approval of the Bank Merger by BancPlus as the sole shareholder of BankPlus, no consents, authorizations, or approvals of any person, other than a Governmental Entity or Regulatory Agency, are necessary by BancPlus or BankPlus in connection with (x) the execution and delivery by BancPlus and BankPlus of this Agreement or (y) the consummation by BancPlus or any of its

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Subsidiaries, as applicable, of the Share Exchange, the Corporate Merger, and the other transactions contemplated hereby (including the Bank Merger).”

5.Section 4.10. For purposes of the Agreement, there shall be added to Section 4.10 subsection (i):

“(i)    All representations and warranties of FTC and FBT in this Section 4.10 will exclude the effect of any inadvertent lapse of their Subchapter S status that is disclosed by FTC to BancPlus through FTC Disclosure Schedule 4.10 delivered in conjunction with the execution of Amendment No. 1 of this Agreement; provided, however, such exclusion will only be effective if the Escrow Agreement addressed by Section 7.3(i) is executed and delivered to BancPlus at Closing.”

6.Section 6.3. For purposes of the Agreement, the first sentence of Section 6.3(a) shall be deleted in its entirety and replaced with the following:

    “As soon as reasonably practicable after the Form S-4 is declared effective for the purpose of registering a number of shares of BancPlus Common Stock equal to the Aggregate Stock Consideration under the Securities Act and obtaining the Requisite FTC Approval required in connection with this Agreement, the Share Exchange, the Corporate Merger and, if so desired and mutually agreed upon, other matters of the type customarily brought before an annual or special meeting of shareholders to approve a share exchange or merger agreement, FTC shall take, in accordance with applicable law, the FTC Articles and the FTC Bylaws, all action necessary to either duly call, convene and hold a meeting of the shareholders of FTC or, in lieu of calling, convening and holding a meeting of the shareholders of FTC, to solicit the written approval or consent of the shareholders of FTC as permitted under applicable law (any such meetings (including any adjournments) or written consent are collectively referred to as the “FTC Shareholders’ Meeting”).”

7.Section 6.9.For purposes of the Agreement, Section 6.9 shall be deleted and replaced in its entirety with:

“6.9    Advice of Changes. FTC and BancPlus shall promptly advise the other of any fact, change, event or circumstance known to it (i) that has had or is reasonably likely to have a Material Adverse Effect on it or (ii) which it believes would or would be reasonably likely to cause or constitute a material breach of any of its representations, warranties, covenants or agreements contained herein or that reasonably could be expected to give rise, individually or in the aggregate, to the failure of a condition in Article VII; provided, however, that no such notification (excluding FTC Disclosure Schedule 4.10) and any other notifications from FTC to BancPlus regarding the subject matter of FTC Disclosure Schedule 4.10 shall affect the representations, warranties, covenants or obligations of the parties (or remedies with respect thereto) or the conditions or obligations of the parties under this Agreement; provided, further, that a failure to comply with this Section 6.9 shall not constitute the failure of any condition set forth in Sections 7.2 or 7.3 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case unless the underlying breach would independently result in the failure of a condition set forth in Sections 7.2 or 7.3 to be satisfied.”

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8.Section 7.2.For purposes of the Agreement, there shall be added to Section 7.2 subsection (f):

“(f)    Exchange Agent Agreement. BancPlus shall execute and deliver an Exchange Agent Agreement with the Exchange Agent in form or substance reasonably satisfactory to BancPlus and FTC.”

9.Section 7.3.For purposes of the Agreement, there shall be added to Section 7.3 subsection (i):

“(i)    Escrow Agreement. BancPlus shall have received a fully executed Escrow Agreement referenced in Section 1.5 in the event the Subchapter S status of FTC shall not have been reinstated immediately prior to the Closing.”

    10.Section 8.1. For purposes of the Agreement, Section 8.1(c) shall be deleted and replaced in its entirety with:

“(c)    by either BancPlus (on behalf of itself and BankPlus) or FTC (on behalf of itself and FBT) if (i) the Share Exchange shall not have been consummated on or before April 30, 2022 (the “Termination Date”), unless a Requisite Regulatory Approval is pending and has not been finally resolved or any shareholder litigation described in Section 6.16 has not been resolved by dismissal, settlement or otherwise, in which event such date shall be automatically extended to June 30, 2022, or (ii) if a vote of the shareholders of FTC is taken and FTC fails to obtain the Requisite FTC Approval; provided, that the failure of the Closing to occur by such date shall not be due to the failure of the party seeking to terminate this Agreement to perform or observe the covenants and agreements of such party set forth herein;”

11.Section 9.1. For purposes of the Agreement, Section 9.1 shall be deleted and replaced in its entirety with:

“9.1    Closing. Subject to the terms and conditions of this Agreement, the closing of the Share Exchange (the “Closing”) will take place at a time, on a date and at a place to be specified by BancPlus to FTC after close of business on the last day of the month in which the satisfaction or waiver (subject to applicable law) of the latest to occur of the conditions set forth in Article VII hereof (other than those conditions that by their nature or terms can only be satisfied at the Closing, but subject to the satisfaction or waiver thereof) occurs, unless another date or time is agreed to by BancPlus and FTC. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” On the Closing Date, the parties shall cause the Articles of Share Exchange and Articles of Merger to be filed with the Mississippi Secretary and the Louisiana Secretary and the Bank Merger Certificates to be filed with the MDBCF and OFI. For the avoidance of doubt, BancPlus may use the day immediately following the Closing Date for the effectiveness of any filings with the Mississippi Secretary, the Louisiana Secretary, the MDBCF or the OFI.”

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12.    Section 9.9. For purposes of the Agreement, Section 9.9 shall be deleted and replaced in its entirety with:

“9.9    Entire Agreement. This Agreement (including the documents and the instruments referred to herein and any amendments or supplements hereto or thereto, as applicable) together with BancPlus Disclosure Schedule, FTC Disclosure Schedule, the Confidentiality Agreement, the Share Exchange Agreement, the Corporate Merger Agreement, the Bank Merger Agreement, and the Escrow Agreement constitute the entire agreement among the parties and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.”

13.    Exhibit F. For purposes of the Agreement, the Escrow Agreement, a copy of which is attached hereto, shall be attached to and incorporated into the Agreement as Exhibit F to the Agreement as if originally set forth therein.

14.FBT.    For purposes of the Agreement, all references to “FTB” in Section 1.5(f), Section 4.2(a) and any additional places in the Agreement shall be changed to “FBT.”

15.    Governing Law; Venue. This Amendment No. 1 shall be governed and construed in accordance with the laws of the State of Mississippi, without giving effect to the principles of conflicts of laws thereof except (a) that matters relating to the fiduciary duty of FTC’s board of directors shall be governed by the laws of the State of Louisiana, without giving effect to the principles of conflicts of laws thereof, and (b) to the extent mandatory provisions of federal law apply. Any legal action or proceeding with respect to this Amendment No. 1 by one party against any other party shall be brought only in any federal or state court located in the State of Mississippi, which shall have exclusive jurisdiction and venue for such purpose. By execution and delivery of this Amendment No. 1, the parties hereby accept for themselves, and in respect of their property, generally and unconditionally, the jurisdiction and venue of the aforesaid courts and waive any objection to the laying of venue on the grounds of a lack of jurisdiction or forum non conveniens which they may now or hereafter have to the bringing or maintaining of any such action or proceeding in such jurisdiction, and agree that service of process upon any party in any such action or proceeding will be effective if notice is given in accordance with Section 9.4 of the Agreement.

16.    Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AMENDMENT NO. 1 IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR OTHER PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT NO. 1 OR THE TRANSACTIONS CONTEMPLATED BY THIS AMENDMENT NO. 1. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT: (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER

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INTO THIS AMENDMENT NO. 1 BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 16.

17.Incorporation. In any publication of the Agreement, the text of the amendment of Sections 1.5(a), 1.5(a)(i), 1.5(a)(iii), 1.5(a)(xi), 1.5(a)(xii), 2.1, 2.2(a), 2.2(e), 2.2(l), 3.4, 4.10(i), 6.3(a), 6.9, 7.2(f), 7.3(i), 8.1(c), 9.1 and 9.9 and Exhibit F of the Agreement may be substituted for, or supplement, as applicable, the original text of the Agreement and incorporated into the Agreement as though they were originally set forth therein without publishing or reproducing the entirety of this Amendment No. 1. Additionally, “FBT” may be substituted for all references to “FTB” in the Agreement and may be incorporated into the Agreement as though they were originally set forth therein without publishing or reproducing the entirety of this Amendment No. 1.

18.Effect. This Amendment No. 1 shall form and be a part of the Agreement. This Amendment No. 1 shall modify the Agreement solely as to the terms expressly stated herein, and all other terms and conditions of the Agreement shall remain in full force and effect and shall also govern this Amendment No. 1 unless expressly stated otherwise herein.

19.Counterparts. This Amendment No. 1 may be executed in one or more counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument.

[signature page follows this page]

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    IN WITNESS WHEREOF, the parties have executed and delivered this AMENDMENT NO. 1 on the date first written above.

BANCPLUS CORPORATION

By: /s/ William A. Ray    

Name:    William A. Ray

Title:    President & CEO

BANKPLUS

By: /s/ William A. Ray    

Name:    William A. Ray

Title:    President & CEO

FIRST TRUST CORPORATION

By: /s/ Joseph C. Canizaro    

Name:    Joseph C. Canizaro

Title:    Chief Executive Officer

FIRST BANK AND TRUST

By: /s/ Gary B. Blossman    

Name:    Gary B. Blossman

Title:    Chief Executive Officer

[Signature Page to Amendment No. 1 to Agreement and Plan of Share Exchange and Merger]

{JX505590.11}

EX-10.1

Exhibit 10.1

FORM OFINDEMNITY AND ESCROW AGREEMENT

This INDEMNITY AND ESCROW AGREEMENT (this “Agreement”), dated as of ___________ ___, 2022, is made and entered into by and among First Horizon Bank, a Tennessee banking corporation, in its capacity as escrow agent under this Agreement (the “Escrow Agent”), BancPlus Corporation, a Mississippi business corporation (“BancPlus”), First Trust Corporation, a Louisiana business corporation (“FTC”), and Joseph C. Canizaro, as representative of FTC shareholders (the “Representative”) after the merger described in the Purchase Agreement (as defined below). Capitalized terms used but not otherwise defined herein have the meanings given them in the Purchase Agreement (as defined below).

RECITALS

WHEREAS, FTC, BancPlus and the other signatories thereto have entered into an Agreement and Plan of Share Exchange and Merger, dated as of September 28, 2021 (the “Purchase Agreement”), providing for, among other things, a distribution of the FTC Accumulated Adjusted Account (“AAA”) to the shareholders of FTC, as described in, and pursuant to the terms and conditions of, the Purchase Agreement; and

WHEREAS, FTC received notice from the Internal Revenue Service (the “IRS”) dated October 5, 2021 that FTC’s Subchapter S election was terminated effective September 23, 2020 and FTC is working to restore such status retroactive to September 23, 2020; and

WHEREAS, classification of FTC as a C Corporation will result in FTC having a federal income tax liability and possible penalties and interest on earnings of FTC from September 23, 2020, until Closing, which tax liability, penalties and interest and associated costs on earnings would be assumed or incurred by BancPlus if the transactions subject to the Purchase Agreement are consummated and FTC’s Subchapter S classification is not restored retroactive to September 23, 2020; and

WHEREAS, FTC and BancPlus wish to proceed with Closing prior to retroactive reinstatement of the Subchapter S election on the condition that FTC agree to indemnify and hold harmless BancPlus for the taxes, penalties and interest that may be assumed or incurred by BancPlus in the event that FTC is unable to reinstate its Subchapter S status retroactive to September 23, 2020 and in support of such indemnity to establish an escrow to fund such potential tax liability; and

WHEREAS, the Closing will occur and calculations as of the Closing will be made assuming FTC’s S classification will be retroactively reinstated; and

WHEREAS, in the event the Subchapter S status is not restored retroactive to September 23, 2020, such escrowed funds shall be paid to BancPlus as provided herein, and in the event the Subchapter S status is restored retroactive to September 23, 2020, such escrowed funds shall be paid pro rata to the former shareholders of FTC as provided herein; and,

WHEREAS, the parties believe it is in their respective best interests to enter into this Agreement in connection with the Purchase Agreement.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, including the premises and mutual covenants contained herein and in the Purchase Agreement, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound hereby, the parties hereto undertake, promise, covenant and agree with each other as follows:

AGREEMENT

1.Definitions.

(a)“Aggregate Cash Consideration” has the meaning of Section 1.5(a)(i) of the Purchase Agreement.

(b)“business day” means any day other than a Saturday, a Sunday or a day on which banks in Ridgeland, Mississippi, are closed as authorized by law or executive order.

(c)“Subchapter S Reinstatement” means with respect to FTC, the reinstatement as of September 23, 2020 of the FTC Subchapter S election.

(d)“Final Determination” means the earliest to occur of the date on which a final, non-appealable decision is issued by the IRS denying reinstatement of FTC’s Subchapter S election for the time period of September 23, 2020, through Closing and all allowable appeals requested by the parties to the action have been exhausted and the time for such appeals has expired or FTC’s Subchapter S election is reinstated retroactive to September 23, 2020.

(e)“Tax Equivalency Payment” means a payment to BancPlus in the amount of the federal, state, and local income tax liability, including penalties and interest, if any, that would be imposed on FTC and assumed by BancPlus based on the Final Determination as well as any costs or expenses associated with classification as, and administration of, a C Corp, including but not limited to the preparation of amended K-1s, preparation of C-Corp returns including 1099 statements, other administrative costs and expenses of filing corrected returns and verification of accounting entries, resolution of FTC shareholder issues and responses to the IRS required by Section 2(b) below, even if FTC’s Subchapter S classification is reinstated.

2.Tax Indemnity.

(a)The Tax Equivalency Payment, if any, will be paid out of the Escrow no later than 180 days following the occurrence of a Final Determination. If BancPlus and the Representative mutually determine that a Final Determination has occurred, BancPlus and the Representative shall mutually agree on the amount of the Tax Equivalency Payment, if any. Such determination shall be binding absent manifest error. In the event BancPlus and Representative cannot mutually agree on the amount of the Tax Equivalency Payment within 150 days of the Final Determination, either party shall have the right to refer such dispute after such 150 days to Crowe LLP, or if Crowe LLP is unable or unwilling to serve, to a nationally-recognized accounting or financial firm mutually agreed upon between BancPlus and Representative (such firm, or any successor thereto, being referred to herein as the “Firm”). Representative and his representatives will have reasonable access to all work papers and books and records of FTC used by BancPlus in its calculation of the Tax Equivalency Payment. Representative and his representatives may make inquiries of BancPlus and its employees, accountants and other representatives regarding their calculation of the Tax Equivalency Payment, and BancPlus will cause such applicable employees, accountants, and other representatives to cooperate with and respond to such reasonable inquiries. Upon reasonable notice and during normal business hours, the representatives of BancPlus will coordinate, arrange and schedule all communications among Representative and his representatives and BancPlus’ employees, accountants, and other representatives. In connection with the resolution of any such dispute by the Firm: (i) each of BancPlus and Representative shall have a reasonable opportunity to submit to the Firm a written statement of their views as to any disputed issues with respect to the calculation of any of the Tax Equivalency Payment, a copy of which shall also be delivered to the other party; (ii) the Firm shall determine the Tax Equivalency Payment in accordance with the terms of this Agreement based solely on written submissions delivered to

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the Firm pursuant to this clause within 30 days of such referral and, upon reaching such determination, shall deliver a copy of its calculations to Representative and BancPlus; and (iii) the determination made by the Firm of the Tax Equivalency Payment shall be final and binding on BancPlus and Representative for all purposes of this Agreement, absent manifest error or intentional misconduct. Notwithstanding anything else contained herein, in calculating the Tax Equivalency Payment, (x) the Firm shall act as an expert and not as an arbitrator, (y) the Firm shall be limited to addressing the amount of the Tax Equivalency Payment and (z) such calculation shall be no greater than the highest amount calculated by Representative or BancPlus, as the case may be. All fees and expenses of the Firm shall be paid out of the Escrow Amount as defined below.

(b)BancPlus and Representative shall endeavor to provide each other with prompt notice of any communications with the IRS regarding the status of the Subchapter S election of FTC and thereafter, each party shall endeavor to keep the other party reasonably informed of the progress of any related proceedings which, if resolved adversely, would result in a Tax Equivalency Payment. BancPlus shall act at the reasonable direction of the Representative in connection with all matters regarding or related to the status of the Subchapter S election of FTC, including, without limitation, all negotiations with the IRS regarding the abatement of any penalties and interest proposed by the IRS to be included in the Tax Equivalency Payment and the appeal of any adverse determinations by the IRS with respect to the retroactive reinstatement of FTC’s S election.

3.Establishment of Escrow. BancPlus and FTC hereby irrevocably appoint the Escrow Agent, and the Escrow Agent hereby accepts appointment, as the escrow agent for the Escrow Amount (as defined below) deposited with the Escrow Agent in the Escrow Account pursuant to this Agreement. The Escrow Agent agrees to accept the Escrow Amount, and to distribute and release the Escrow Amount, in whole or in part, only in accordance with the terms and conditions of this Agreement.

4.Deposit in Escrow. Supplemental to the terms of the Purchase Agreement, on the Closing Date, BancPlus shall deposit or cause to be deposited into the Escrow Account with the Escrow Agent a certain amount of cash in immediately available funds from the Aggregate Cash Consideration (the “Escrow Amount”) equal to $10,000,000.

5.Term and Termination of Escrow. The Escrow Account shall remain in existence from the date that the Escrow Amount is deposited into the Escrow Account until all of the Escrow Amount has been distributed in accordance with the terms of this Agreement (the “Termination Date”). After the Termination Date, this Agreement shall terminate, whereupon all of the Escrow Agent’s liabilities and obligations in connection with the Escrow Amount shall terminate.

6.Additional Limitations on Rights to Escrow Amount. Notwithstanding anything to the contrary contained herein, none of the Representative, the former shareholders of FTC or BancPlus shall have the ability to transfer, assign, otherwise dispose of, pledge, convey, hypothecate or grant as security any of the Escrow Amount unless and until the Escrow Amount has been disbursed or is required to be disbursed to such party pursuant to Section 7 of this Agreement. Accordingly, the Escrow Agent shall not act as custodian for any of the Representative, the former shareholders of FTC or BancPlus for the purposes of perfecting a security interest therein, and no creditor of any of the Representative, the former shareholders of FTC, or BancPlus shall have any right to have or to hold any portion of the Escrow Amount as collateral for any obligation and shall have no right to obtain a security interest in any assets (tangible or intangible) contained (or deemed to be contained) in the Escrow Account or relating to the Escrow Amount.

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7.Disbursements from Escrow. Within 180 days following a Final Determination that FTC’s Subchapter S election will not be reinstated retroactively to September 23, 2020 or no later than five (5) business days following a Final Determination that FTC’s Subchapter S election will be reinstated retroactively to September 23, 2020, as applicable, BancPlus and the Representative jointly shall prepare and provide to the Escrow Agent a joint written notice (“Notice”) reflecting the Tax Equivalency Payment, if any, and the Reimbursed Representative Expenses (as defined below), if any. The Escrow Agent shall promptly, but no later than two (2) business days after the receipt of the Notice (A)(1) disburse to BancPlus a portion of the Escrow Amount having an aggregate value equal to the Tax Equivalency Payment, if any, as set forth in the Notice and (2) disburse to the Representative out of the Escrow Amount an amount equal to the documented cost and expenses (including any filing fees) actually and reasonably incurred by the Representative in connection with or related to (x) the fulfillment of his obligations or exercise of his rights under this Agreement and (y) payments made to the IRS or to Representative’s counsel or experts in connection with, related to, or during the process of determining and/or reaching (i) the amount of the Tax Equivalency Payment or (ii) a Final Determination (the “Reimbursed Representative Expenses”), if any, each as set forth in the Notice and (B) disburse to the Exchange Agent for the benefit of the former shareholders of FTC, on a pro rata basis in accordance with the FTC shares of common stock formerly held by such shareholders as of immediately prior to the Effective Time, the excess, if any, of the remainder of the Escrow Amount over the sum of fees assessed against the Escrow Amount pursuant to Section 8(b), the Tax Equivalency Payment, if any, and the Reimbursed Representative Expenses, if any, each as set forth in the Notice.

8.The Responsibilities of the Escrow Agent with Respect to the Escrow.

(a)The Responsibility of the Escrow Agent.

(i)The Escrow Agent’s sole responsibility shall be for the receipt, holding, investing and reinvesting (as applicable) of the Escrow Amount in the Escrow Account, and the disbursement thereof in accordance with this Agreement. The Escrow Agent shall have no other responsibility or obligation of any kind, and shall not be required to take any other action with reference to any matters that might arise, in connection with the Escrow Amount, interest thereon, or this Agreement. The Escrow Agent may, in accordance with this Agreement, act upon (and shall be fully protected in acting upon) any written instruction or other instrument that the Escrow Agent in good faith believes to be genuine and what it purports to be.

(ii)The duties and responsibilities of the Escrow Agent hereunder shall be determined solely by the express provisions of this Agreement and no other or further duties or responsibilities shall be implied, including, but not limited to, any obligation under or imposed by any laws of the State of Mississippi upon fiduciaries.

(b)Reimbursement of Expenses. The Escrow Agent is authorized to pay its fees described in Exhibit A annexed hereto, costs and expenses, including attorneys’ fees, incurred in connection with the preparation, operation, administration and enforcement of this Agreement out of the Escrow Amount. The Escrow Agent shall provide the Representative and BancPlus a notice and an accounting of all such fees, costs and expenses and may withdraw such amount from the Escrow Account.

(c)Possible Disagreements. If any disagreement should arise among any one or more of the parties hereto or any other party with respect to the Escrow Amount or this Agreement (and the Escrow Agent is notified in writing of such disagreement), or if the Escrow Agent in good faith is in doubt as to what action should be taken hereunder, the Escrow Agent has the absolute right (but not the obligation) at its election to do either or both of the following:

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(i)withhold or stop all further performance under this Agreement (except the holding, investing and reinvesting (as applicable) of the Escrow Amount in accordance with the terms hereof unless such disagreement relates to the investment of the Escrow Amount) and all notices or instructions received in connection herewith until the Escrow Agent is satisfied that such disagreement or such doubt has been resolved; or

(ii)file a suit in interpleader and obtain an order from a court of appropriate jurisdiction requiring all persons involved to litigate in such court their respective claims arising out of or in connection with the Escrow Amount (the right of the Escrow Agent to institute such bill of interpleader, however, shall not be deemed to modify the manner in which the Escrow Agent is entitled to make disbursements of the Escrow Amount as set forth in this Agreement, other than to tender the Escrow Amount into the registry of the court).

(d)Consultation with Legal Counsel. The Escrow Agent may consult with its counsel or other counsel satisfactory to it with respect to any question relating to its duties or responsibilities hereunder or otherwise in connection herewith and shall not be liable for any action taken, suffered, or omitted by the Escrow Agent in good faith upon the advice of such counsel. The Escrow Agent may act through its officers, employees, authorized representatives, or attorneys.

(e)No Duty to Verify. The Escrow Agent shall have no duty or responsibility to inquire into or determine or verify the accuracy, genuineness, authenticity, or sufficiency of any securities, checks, or other documents or instruments, including, without limitation, the notifications contemplated by Section 7, submitted to it in connection with its duties hereunder. The Escrow Agent shall be entitled to deem the signatories of any documents or instruments submitted to it hereunder as being those purported to be authorized to sign such documents or instruments on behalf of the parties hereto, and shall be entitled to rely upon the genuineness of the signatures of such signatories without inquiry and without requiring substantiating evidence of any kind.

(f)LIMITATION ON LIABILITY. IN NO EVENT SHALL THE ESCROW AGENT BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGES (AS DEFINED IN SECTION 9) ARISING OUT OF THE SERVICES PROVIDED HEREUNDER OR BY REASON OF ANY ACT OR OMISSION TO ACT BY THE ESCROW AGENT OR IN CONNECTION WITH ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES THAT MAY OCCUR BY REASON OF FORGERY, FALSE REPRESENTATIONS, OR THE EXERCISE BY THE ESCROW AGENT OF ITS DISCRETION, OTHER THAN DAMAGES WHICH RESULT DIRECTLY FROM THE ESCROW AGENT’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT SHALL THE ESCROW AGENT BE LIABLE FOR SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND WHATSOEVER (INCLUDING BUT NOT LIMITED TO LOST PROFITS), EVEN IF THE ESCROW AGENT HAS BEEN ADVISED OF THE LIKELIHOOD OF SUCH LOSS OR DAMAGE AND REGARDLESS OF THE FORM OF ACTION.

(g)Garnishment, Attachment, Court Orders. In addition to all other rights of Escrow Agent under this Agreement, in the event that any Escrow Amount shall be attached, garnished or levied upon by court order, or delivery thereof is stayed or enjoined by order of a court or any order judgment or decree shall be made or entered into by any court affecting the Escrow Amount, the Escrow Agent is hereby expressly authorized, in its sole discretion, to respond as it deems appropriate to comply with all writs, orders, or decrees so entered or issued, or which it is advised by legal counsel of its own choosing is binding on it whether with or without jurisdiction. In the event Escrow Agent obeys or complies with any such writ or order or

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decree, it shall not be liable to any party by reason of such compliance if such writ, order, or decree is subsequently reversed, modified, annulled, set aside or vacated.

9.Indemnification of the Escrow Agent. Each of BancPlus and the former shareholders of FTC through the Representative (but only to the extent of the Escrow Amount) hereby jointly and severally release, acquit and discharge the Escrow Agent and agree to indemnify the Escrow Agent and its officers, directors, employees, representatives, attorneys and agents (collectively, the “Indemnitees”) against and hold the Indemnitees harmless from any and all direct or indirect payments, recoveries, deficiencies, fines, penalties, assessments, actions, causes of action, suits, losses, damages, costs and expenses (including costs of investigation and defense and reasonable attorneys’ fees), whether accrued, absolute, contingent, known, unknown or otherwise (“Damages”), suffered or incurred by the Indemnitees as a result of, in connection with or arising from or out of the acts or omissions of any Indemnitee in the performance of or otherwise pursuant to this Agreement, except for such Damages that result directly from the Escrow Agent’s gross negligence or willful misconduct. All protections and indemnities benefiting the Escrow Agent (and any other Indemnitee) are cumulative of any other rights it (or they) may have by law or otherwise, and will survive the termination of this Agreement.

10.Investment of Escrow Amount and Taxes.

(a)    The Escrow Agent may invest any cash held in the Escrow Account in a money market fund selected by BancPlus. The Escrow Amount need not be collateralized with securities.

(b)    The parties agree that for tax reporting purposes, all interest and other income from the Escrow Amount (the “Earnings”) shall be reported as earned by the party(ies) to this Agreement to whom the Escrow Amount is disbursed in proportion to the amount of the Escrow Amount disbursed to such party(ies). The Escrow Agent shall have no duty to prepare or file any information reports (including without limitation IRS Forms 1099-B) other than such information reports of interest earned on the Escrow Amount as the Escrow Agent is required to prepare and file in the ordinary course of its business. The Escrow Agent shall have no obligation to report any amounts to the parties resulting from the deposit of the Escrow Amount or the disbursement of the Escrow Amount as a result of or related to the transactions contemplated by this Agreement.

(c)    To the extent that the Escrow Agent becomes liable for the payment of any taxes in respect to the Earnings, the Escrow Agent shall satisfy such liability to the extent possible from the Escrow Amount. The parties, jointly and severally, shall indemnify, defend and hold the Escrow Agent harmless from and against any tax, late payment interest, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the Escrow Amount and the Earnings unless such tax, late payment, interest, penalty or other expense was directly caused by the gross negligence or willful misconduct of the Escrow Agent.

11.Representative. In the event of the resignation, death or incapacity of the Representative, a successor Representative shall be selected by the two (2) former Shareholders of FTC owning the largest beneficial interest in the Escrow Amount as of the Closing Date. All parties hereto shall be entitled to rely on all actions and communications of the Representative as being genuine and binding on all of the former FTC shareholders. The Representative shall not be liable to any person for anything that the Representative may do or refrain from doing in accordance with this Agreement, unless such action or inaction results from the Representative’s gross negligence or willful misconduct.

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12.Miscellaneous.

(a)Notices. Any and all payments (other than payments at the Closing), notices, requests, instructions and other communications required or permitted to be given under this Agreement after the date of this Agreement by any party hereto to any other party may be delivered personally or by nationally recognized overnight courier service or sent by mail or (except in the case of payments) by facsimile transmission or electronic mail, at the respective addresses or transmission numbers set forth below and is deemed delivered (a) in the case of personal delivery when received, (b) in the case of facsimile transmission or electronic mail, as of date of delivery as evidenced by confirmation of delivery, (c) in the case of mail, United States Postal Service, first class certified or registered mail, postage prepaid, return receipt requested as of date of delivery, and (d) in the case of an courier service, upon receipt the parties may change their respective addresses and transmission numbers by written notice to all other parties, sent as provided in this Section. All communications must be in writing and addressed as follows:

If to the Escrow Agent:
First Horizon Bank, Trust
4385 Poplar Avenue
Memphis, Tennessee 38117
Fax No.:	[***]
E-Mail:	[***]
Attention:	[***]
If to the Representative:
Mr. Joseph C. Canizaro
909 Poydras Street; 17th Floor
New Orleans, LA 70112
Fax No.:	[***]
E-Mail:	[***]
with a copy to:
Mark A. Fullmer, Esq.
Phelps Dunbar, LLP:
365 Canal Street
Suite 2000
New Orleans, LA 70130
Fax No.:	[***]
E-Mail:	[***]
If to BancPlus:

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William A. Ray President & Chief Executive Officer BancPlus Corporation 1068 Highland Colony Pkwy Ridgeland, MS 39157
Fax No.:	[***]
E-Mail:	[***]
with a copy to:
Craig N. Landrum, Esq.
Jones Walker LLP
190 E Capitol Street
Suite 800
Jackson, MS 39201
Fax No.:	[***]
E-Mail:	[***]

(b)Binding Agreement; Assignment. All of the terms, covenants, representations, warranties and conditions of this Agreement are binding upon, and inure to the benefit of and are enforceable by, the parties and their respective successors, representatives and permitted assigns. Nothing expressed or referred to herein is intended or is to be construed to give any person other than the parties hereto any legal or equitable right, remedy or claim under or in respect of this Agreement, it being the intent of the parties that this Agreement, and the terms hereof are for the sole benefit of the parties to this Agreement and not for the benefit of any other person. No party to this Agreement shall assign this Agreement, by operation of law or otherwise, in whole or in part, without the prior written consent of the other parties, and any assignment made or attempted in violation of this Section is void and of no effect.

(c)Specific Performance. Each of the parties hereto acknowledges that the other parties would be irreparably damaged and would not have an adequate remedy at law for money damages if any of the covenants contained in this Agreement were not performed in accordance with its terms or otherwise were materially breached. Each of the parties hereto therefore agrees that, without the necessity of proving actual damages or posting bond or other security, the other party shall be entitled to seek temporary and/or permanent injunction or injunctions which a court of competent jurisdiction concludes is justified to prevent breaches of such performance and to specific enforcement of such covenants in addition to any other remedy to which they may be entitled, at law or in equity.

(d)Multiple Counterparts. For the convenience of the parties hereto, this Agreement may be signed in multiple counterparts, each of which shall be deemed an original, and all counterparts hereof so signed by the parties hereto, whether or not such counterpart shall bear the execution of each of the parties hereto, shall be deemed to be, and is to be construed as, one and the same Agreement. A facsimile or electronic scan in a “.pdf” format transmission of a signed counterpart of this Agreement shall be sufficient to bind the party or parties whose signature(s) appear thereon.

(e)Governing Law; Waiver of Jury Trial. THIS AGREEMENT IS TO BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF MISSISSIPPI, WITHOUT REGARD FOR THE PROVISIONS THEREOF REGARDING CHOICE OF LAW (WHETHER OF THE STATE OF MISSISSIPPI OR ANY OTHER JURISDICTION). VENUE FOR ANY CAUSE OF ACTION BETWEEN THE

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PARTIES TO THIS AGREEMENT WILL LIE IN MADISON COUNTY, MISSISSIPPI. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

(f)Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, then (a) this Agreement is to be construed and enforced as if such illegal, invalid or unenforceable provision were not a part hereof; (b) the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by such illegal, invalid or unenforceable provision or by its severance from this Agreement; and (c) there shall be added automatically as a part of this Agreement a provision mutually agreed to which is similar in terms to such illegal, invalid or unenforceable provision as may be possible and still be legal, valid and enforceable.

(g)Entire Agreement. This Agreement, the Purchase Agreement and the other agreements, documents, schedules and instruments signed and delivered by the parties to each other at the Closing are the full understanding of the parties, a complete allocation of risks between them and a complete and exclusive statement of the terms and conditions of their agreement relating to the subject matter hereof and thereof and supersede any and all prior agreements, whether written or oral, that may exist among the parties with respect hereto and thereto. Except as otherwise specifically provided in this Agreement, no conditions, usage of trade, course of dealing or performance, understanding or agreement purporting to modify, vary, explain or supplement the terms or conditions of this Agreement is binding unless hereafter made in writing and signed by the party to be bound, and no modification shall be effected by the acknowledgment or acceptance of documents containing terms or conditions at variance with or in addition to those set forth in this Agreement.

(h)Rules of Construction. The descriptive headings in this Agreement are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular provision in this Agreement. Each use herein of the masculine, neuter or feminine gender are deemed to include the other genders. Each use herein of the plural include the singular and vice versa, in each case as the context requires or as is otherwise appropriate. The word “or” is used in the inclusive sense. Any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent. References to a person are also to its permitted successors or assigns.

(i)Further Cooperation. The parties agree that they shall, at any time and from time to time after the Closing, upon request by the other and without further consideration, do, perform, execute, acknowledge and deliver all such further acts, deeds, assignments, assumptions, transfers, conveyances, powers of attorney, certificates and assurances as may be reasonably required in order to complete the transactions contemplated by this Agreement or to carry out and perform any undertaking made by the parties hereunder.

(j)Attorneys’ Fees and Costs. If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees from the other party (unless such other party is the Escrow Agent), which fees may be set by the court in the trial of

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such action or may be enforced in a separate action brought for that purpose, and which fees shall be in addition to any other relief that may be awarded.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

BANCPLUS CORPORATION

By: ___________________

Name:    William A. Ray

Title:    President & CEO

REPRESENTATIVE

___________________

    Joseph C. Canizaro

FIRST HORIZON BANK

as escrow agent

By: ___________________

Name:    

Title:    

FIRST TRUST CORPORATION

By: ___________________

Name:    Joseph C. Canizaro

Title:    Chief Executive Officer

Signature Page to Escrow Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

BANCPLUS CORPORATION

By: ___________________

Name:    William A. Ray

Title:    President & CEO

REPRESENTATIVE

___________________

    Joseph C. Canizaro

FIRST HORIZON BANK

as escrow agent

By: ___________________

Name:    

Title:    

FIRST TRUST CORPORATION

By: ___________________

Name:    Joseph C. Canizaro

Title:    Chief Executive Officer

Signature Page to Escrow Agreement