EXHIBIT 10.9
AMENDMENT TO SPLIT DOLLAR AGREEMENT BETWEEN
XXXXX XXXXXXXX AND WEST POINTE BANK AND TRUST COMPANY
WHEREAS, Xxxxx Xxxxxxxx and West Pointe Bank And Trust Company entered
into a Split Dollar Agreement on December 29, 2000 ("Agreement"); and
WHEREAS, the parties retained the right to amend the Agreement pursuant
to Article 7 thereof; and
WHEREAS, the parties desire to amend the Agreement to revise the
definition of "Change of Control";
NOW, THEREFORE, the Agreement is amended effective as of December 29,
2000 as follows:
1. Section 1.2 is deleted and replaced with the following:
1.2 "Change of Control" means:
(a) The consummation by either West Pointe Bancorp,
Inc. or West Pointe Bank And Trust Company of a
merger, consolidation or other reorganization if
the percentage of the voting common stock of the
surviving or resulting entity held or received
by all persons who were owners of common stock
of West Pointe Bancorp, Inc. or West Pointe Bank
And Trust Company, whichever is applicable,
immediately prior to such merger, consolidation
or reorganization is less than 50.1% of the
total voting common stock of the surviving or
resulting entity outstanding immediately after
such merger, consolidation or reorganization and
after giving effect to any additional issuance
of voting common stock contemplated by the plan
for such merger, consolidation or
reorganization;
(b) At any time during a period of two consecutive
years, individuals who at the beginning of such
period constituted the Board of Directors of
either West Pointe Bancorp, Inc. or West Pointe
Bank And Trust Company shall cease for any
reason to constitute at least a majority
thereof, unless the election or the nomination
for election by West Pointe Bancorp, Inc.'s or
West Pointe Bank And Trust Company's
shareholders, whichever is applicable, of each
new director during such two year period was
approved by a vote of at least two-thirds of the
directors of such entity then still in
office who were directors at the beginning of
such two year period;
(c) The sale, lease, exchange or other transfer of
all or substantially all of the assets (in one
transaction or in a series of related
transactions) of either West Pointe Bancorp,
Inc. or West Pointe Bank And Trust Company to
another corporation or entity that is not owned,
directly or indirectly, by either West Pointe
Bancorp, Inc. or West Pointe Bank And Trust
Company. "Substantially all" shall mean a sale,
lease, exchange or other transfer involving
seventy percent (70%) or more of the fair market
value of the assets of such entity; or
(d) The liquidation or dissolution of either West
Pointe Bancorp, Inc. or West Pointe Bank And
Trust Company.
IN WITNESS WHEREOF, the parties have executed this Amendment on this
24th day of June, 2003.
WEST POINTE BANCORP, INC.
and
WEST POINTE BANK AND TRUST COMPANY
/s/ Xxxxx Xxxxxxxx By /s/ Xxxxx X. Bone
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Xxxxx Xxxxxxxx Title Executive Vice President
and C.F.O.
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