exv10w20



 





EXHIBIT 10.20




FIRST AMENDMENT

TO

CHANGE IN CONTROL AGREEMENT




[TWO-YEAR]




     This First Amendment (the “Amendment”) made as of June 4, 2002, to that
certain Change in Control Agreement (“Agreement”) between Southwest
Bancorporation of Texas, Inc. (the “Company”) and (“Executive”) ;



     WHEREAS, the Company and the Executive desire to amend the Agreement as
provided herein;



     NOW, THEREFORE, the Agreement is amended as follows:



     1. Section 5(a)(i) is amended in its entirety to read as follows:




     (i) In lieu of any further payments to the Executive for
periods subsequent to the Termination Date, but without affecting the
rights of the Executive referred to in Section 5(b) hereof, a lump sum
payment (the “Severance Payment”) in an amount equal to the present
value (using a discount rate required to be utilized for purposes of
computations under Section 280G of the Code or any successor provision
thereto, or if no such rate is so required to be used, a rate equal to
the then-applicable interest rate prescribed by the Pension Benefit
Guaranty Corporation for benefit valuations in connection with
non-multiemployer pension plan terminations assuming the immediate
commencement of benefit payments (the “Discount Rate”)) of the sum of
(A) the aggregate Base Pay (at the highest rate in effect during the
Term prior to the Termination Date) for two years, plus (B) the
aggregate Incentive Pay for two years (based upon the greatest amount
of Incentive Pay paid or payable to the Executive for any year during
the three calendar years preceding the year in which the Termination
Date occurs); provided, however, that the Severance Payment shall be
reduced so that the aggregate “present value” (as determined under
Section 280G of the Code or any successor provision thereto) of the
amount otherwise payable hereunder, when added to the “present value”
(as determined under Section 280G of the Code or any successor
provision thereto) of any other “parachute payments” (as that term is
defined in Section 280G of the Code (without regard to Section
280G(b)(2)(A)(ii) thereof) or any successor provision thereto) from the
Company, shall not exceed an amount (the “299% Amount”) equal to 299%
of the Executive’s “base amount” (as that term is defined in Section
280G of the Code or any successor provision thereto) so that no portion
of such amounts received by the Executive shall be subject to the
excise tax imposed by Section 4999 of the Code if and only if such
reduction produces a better net after-tax position for the Executive
(taking into account any applicable excise tax under Section 4999 of
the Code and any other applicable taxes) than the full payment of the
Severance Payments and all other payments and benefits provided for in
this Agreement or otherwise would have produced.



 









 






     1. Except as amended hereby, the Agreement shall continue without
interruption or change.



     IN WITNESS WHEREOF, the Company and the Executive have caused this
Amendment to be duly executed, effective for all purposes all as of the day and
year first above written.

	 	 	 	 	 
	 	SOUTHWEST BANCORPORATION OF TEXAS, INC.

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	 	 
	 


	 	 	 	 	 
	 	EXECUTIVE	 
	 	 	 
	 	 	 
	 	 	 




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