Item. 5.02  Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain   Officers; Compensatory Arrangements of Certain
Officers.
(e)  Effective January 23, 2020, the Boards of Directors of Red River
Bancshares, Inc. (the "Company") and its wholly owned subsidiary, Red River Bank
(the "Bank") amended and restated the Red River Bancshares, Inc. and Red River
Bank Director Compensation Program (the "Prior Program"). Under the terms of the
Prior Program, directors of the Company and the Bank had the ability to defer
their board and committee fees pursuant to the terms of the Red River
Bancshares, Inc. and Subsidiaries Deferred Compensation Plan for Directors and
Senior Management Employees of Red River Bancshares, Inc. and Subsidiaries (the
"Deferred Compensation Plan"). Effective July 30, 2019, the Deferred
Compensation Plan was amended and restated to limit participation to
non-employee directors of the Company and its subsidiaries, and effective July
31, 2019, that plan was terminated, with the effect that non-employee directors
of the Company and the Bank are no longer eligible to participate in the
Company's deferred compensation program after July 31, 2019. In light of the
July 31, 2019 termination of the Company's Deferred Compensation Plan, the Prior
Program has been amended for the purpose of eliminating certain provisions
relating to a director's ability to defer board and committee fees. The Prior
Program has also been amended to incorporate an annual retainer, which has been
approved by the Company's Compensation Committee and which is now payable to
non-employee directors of the Company and the Bank subject to the terms of the
Red River Bancshares, Inc. and Red River Bank Amended and Restated Director
Compensation Program (the "Restated Program").
Under the terms of the Restated Program, the Company's and the Bank's
non-employee directors continue to be eligible to receive cash fees as
compensation for their attendance at certain meetings of the Boards of Directors
of the Company and the Bank, as applicable, and for attendance at meetings of
certain committees of the Boards of Directors of the Company and the Bank, as
applicable. Pursuant to the terms of the Restated Program, the non-employee
directors of the Company and the Bank continue to be eligible to elect to
receive payment of fees attributable to their attendance at certain meetings of
the Boards of Directors of the Company and the Bank, as applicable, in the form
of shares of Company common stock. Under the terms of the Restated Program, the
number of shares of Company common stock to be received by any director making
such an election will be calculated by dividing the accrued balance of the board
fees payable to the director by the closing sales price of a share of the
Company's common stock as quoted on the Nasdaq Stock Market on the date of
issuance (or in the absence of an established market for such shares, the fair
market value as may be determined in good faith by the Company's Board of
Directors).
The Restated Program will continue to be administered by the Board of Directors
of the Company. The Boards of Directors of the Company and the Bank may amend or
terminate the Restated Program at any time.
Item. 9.01   Financial Statements and Exhibits.

(d) Exhibits. The following is furnished as an exhibit to this Current Report on Form 8-K.



Exhibit
Number    Description of Exhibit

            Red River Bancshares, Inc. and Red River Bank Amended and Restated
10.1      Director Compensation Program

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