Filed by Bowne Pure Compliance



 




Exhibit 10.9




REVISED SUMMARY SHEET

OF

2007 COMPENSATION




Director Compensation




Employee Directors




Directors who are employees of the Company receive no separate compensation for Board service. Mr.
Vea and Mr. Stevens are the only directors who are also employees of the Company, and they do not
receive any additional compensation for such service.



Non-Employee Directors




Non-employee directors currently receive the following compensation:



Annual Retainer:




	 	•	 	$12,000 restricted stock retainer, which vests over a
three year period, issued under the Company’s 2007 Equity Incentive Plan. A copy of the
2007 Equity Incentive Plan is filed as an exhibit to the
Company’s Form 8-K filed on April 20, 2007.







	 	•	 	$12,000 cash retainer payable in four quarterly payments.






Meeting Fees:




	 	•	 	$900 cash fee for each Board of Directors meeting of the Company attended.







	 	•	 	$600 cash fee for each committee meeting attended.






Presiding Independent Director/Committee Chair Fees:




	 	•	 	$2,000 fee payable in four quarterly payments to Presiding Independent Director.







	 	•	 	$2,000 fee payable in four quarterly payments to Committee Chairs.






Other:




	 	•	 	$900 additional fee for each full day spent in training at seminars or other training
sessions approved in advance by the Chairman of the Board.







	 	•	 	Reimbursement for travel and other expenses incurred for attending seminars or other
training sessions.







	 	•	 	Reimbursement for accommodations, travel or meals in connection with attending
corporate, board or other authorized functions, which includes Board of Directors meetings,
committee meetings, and Board retreats.






Under the Corporate Governance Principles, non-employee directors are expected to own shares with
an aggregate value equal to $100,000 within five years of being elected a director. Each
non-employee director meets this requirement, with the exception of Ms. Roxy Baas.


 


 









 





Compensation of Named Executive Officers




The executive officers of the Company serve at the discretion of the Board of Directors. The
following are the current base salaries effective April 20, 2007, for the Company’s Chief Executive
Officer, Chief Financial Officer and its other most highly compensated current executive officers
based upon total compensation for 2006 who were identified in the Company’s proxy statement for the
2007 annual meeting (the “Named Executive Officers”):



	 	 	 	 	 
	Michael T. Vea, Chairman,

President and Chief Executive

Officer
	 	$	468,180	 
	 
	 	 	 	 
	Martin M. Zorn, Executive

Vice-President, Chief Risk

Officer and Secretary
	 	$	271,500	 
	 
	 	 	 	 
	Archie M. Brown, Executive

Vice-President, Commercial

and Consumer Banking
	 	$	271,500	 
	 
	 	 	 	 
	Roger M. Watson, Executive

Vice-President, Division

Manager, Commercial Real Estate
	 	$	210,000	 
	 
	 	 	 	 
	Roger W. Duncan, Executive

Vice-President, Evansville and

Community Banking Division

President
	 	$	210,000	 






The Compensation Committee of the Board of Directors determines and approves the compensation
payable to the executive officers. Mr. Vea, Mr. Zorn and Mr. Brown are parties to employment
agreements with the Company. A copy of Mr. Vea’s employment agreement is filed as an exhibit to
the 2006 10-K. On May 22, 2007, the Compensation Committee approved employment agreements to Mr.
Zorn and Mr. Brown. Copies of Mr. Zorn and Mr. Brown’s employment agreements are filed as exhibits
to the 10-Q for the quarterly period ended June 30, 2007. Their current salaries are currently
based on the terms of their employment agreement and may be increased by action of the Compensation
Committee. On May 22, 2007, the Compensation Committee approved a Change in Control Benefits
Agreement with Mr. Duncan. Mr. Watson, who was not previously a party to an employment or
severance agreement, also entered into a Change in Control Benefits Agreement. A copy of Mr.
Watson and Mr. Duncan’s Change in Control Benefits Agreements are filed as exhibits to the 10-Q for
the quarterly period ended June 30, 2007.


 


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Cash Incentives.



Messrs. Vea, Zorn and Brown participated in the Incentive Plan, a four year plan that ended in
2006. In February 2006, the committee set “minimum,” “target” and “maximum” levels for the 2006
award under the Incentive Plan for two performance measures: adjusted earnings per share (weighted
at 66%) and credit quality (weighted at 34%). The range of potential cash incentive payout was based
on earnings per share of $1.65 to $1.79 excluding stock option expensing. The adjustment to
exclude the effect of complying with FASB Statement 123(R), Share Based Payments, (“FAS 123R”) from
earnings per share allowed the committee to establish growth goals that were comparable on a year
over year basis. The objectives for credit quality were divided equally between net charge-offs
and non-performing loans to total loans. We consider the objectives set for credit quality as
confidential information. However, the committee set the objectives for the credit quality
performance measures at levels the committee believed were achievable, but which would represent
continuing improvement in the quality of our loan portfolio.



In February 2007, the committee determined that the “minimum” level for the adjusted earnings
per share measure had not been met, the “minimum” level for net charge-offs had not been met, but
the “maximum” level for non-performing loans to total loans had been met. The amounts represented
sixty percent of the 2006 award. The remaining forty percent of the 2006 award and forty percent
of the awards earned for 2003 through 2005 under the Incentive Plan had been deferred until after
December 31, 2006, subject to the achievement of long-term targets tied to earnings per share
growth and credit quality. The long-term targets were not met and the deferred portion of the
Incentive Plan awards will not be paid. The total deferred portion of the Incentive Plan awards
that were forfeited was $631,570.



The other two named executive officers did not participate in the Incentive Plan. The amount
of the cash incentives paid to those officers for 2006 is shown in the Summary Compensation Table.



Equity-Based Incentives.




The committee established equity-based incentive award opportunities for Messrs. Vea, Zorn,
and Brown as a percentage of base salary subject to the achievement of “threshold”, “target”, and
“maximum” levels. For 2006, the equity award grant as a percentage of salary was based on
achievement of 2005 goals and was as follows: Mr. Vea: 50% at threshold, 80% at target and 160%
at maximum; Mr. Zorn: 20% at threshold, 35% at target, and 70% at maximum; and Mr. Brown: 20% at
threshold, 35% at target, and 70% at maximum. The form of the award opportunity was allocated
between stock options (66%) and restricted stock (34%) valued using their grant date fair value,
vesting equally over three years. In addition, the committee considered other factors in its
determination of the appropriate equity awards including quality of results, retention of
management, progress against strategic plan goals, and total compensation. Based on those factors,
the committee approved equity awards (expressed at a percentage of base salary) as follows: Mr.
Vea — 72%, Mr. Zorn — 46%, and Mr. Brown — 45%.



For Mr. Watson and Mr. Duncan, who were not executive officers at the time of the 2006 equity
grants, and the other executive officers, the awards were made by the committee based upon
recommendations of management and the comparative compensation information provided by Clark
Consulting. The blend of options and restricted stock differed from the other named executive
officers.



The stock option and restricted stock awards to the named executive officers for 2006 are
shown in the Grants of Plan-Based Awards Table in the 2007 proxy statement.



2007 Executive Compensation Decisions.




The committee has established 2007 award opportunities, which are similar to 2006, for the
executive officers under the Annual Cash Incentive Plan, or Cash Plan. These awards were
contingent upon the shareholders approving the Cash Plan at the 2007 annual meeting of shareholders
which has occurred. The following award opportunities, as a percentage of base salary, apply to
the named executive officers:


 


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	 	 	Threshold	 	 	Target	 	 	Maximum	 
	Michael T. Vea
	 	 	0	%	 	 	60	%	 	 	100	%
	Martin M. Zorn
	 	 	0	%	 	 	45	%	 	 	80	%
	Archie M. Brown
	 	 	0	%	 	 	45	%	 	 	80	%
	Roger D. Watson
	 	 	0	%	 	 	35	%	 	 	60	%
	Roger M. Duncan
	 	 	0	%	 	 	35	%	 	 	60	%






The committee established two performance measures: earnings per share (weighted at 66%) and
credit quality (weighted at 34%). The earnings per share levels have not been set at the time of
printing the proxy statement. The objectives for credit quality are divided equally between net
charge-offs, and non-performing loans to total loans. As we indicated earlier, we consider the
objectives set for credit quality as confidential information; however, the credit quality goals
were established to achieve performance at median or better of our peer group. Mr. Watson’s award
opportunity may have a more equal weighting between these goals and the performance of his business
unit.



The committee has established 2007 equity award opportunities for the executive officers under
the 2007 Equity Incentive Plan, or Equity Plan. These awards were also subject to shareholder
approval of the Equity Plan which has occurred. The equity award opportunities are subject to the
same performance measures as under the Cash Plan, as well as the other factors discussed earlier
under Equity-Based Incentives. The following award opportunities, as a percentage of base salary,
apply to the named executive officers:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Threshold	 	 	Target	 	 	Maximum	 
	Michael T. Vea
	 	 	50	%	 	 	80	%	 	 	160	%
	Martin M. Zorn
	 	 	20	%	 	 	35	%	 	 	70	%
	Archie M. Brown
	 	 	20	%	 	 	35	%	 	 	70	%
	Roger D. Watson
	 	 	20	%	 	 	35	%	 	 	60	%
	Roger M. Duncan
	 	 	20	%	 	 	35	%	 	 	60	%






Other Compensation of Named Executive Officers




The Summary Compensation Table in the Company’s 2007 proxy statement identified the aggregate
perquisites and other personal benefits received by each of the Named Executive Officers which
equal or exceed $10,000. The primary perquisites for Messrs. Vea, Brown and Zorn include an
automobile allowance and social club membership dues.



The Company also provides matching contributions to the accounts of the Named Executive
Officers under its Employees 401(k) Plan and pays for term life insurance for each of the Named
Executive Officers.



Agreements with Other Executive Officers




Mr. Bradley M. Stevens, Executive Vice President of the Company and President and CEO –
Chicago Region of the Bank entered into an Employment Agreement with an effective date of April 9,
2007, the date the Prairie Financial Corporation acquisition was completed. On May 22, 2007, the
Compensation Committee approved Change in Control Benefits Agreements with Mr. Raymond D. Beck,
Executive Vice President and Chief Credit Officer and Mr. Michael B. Carroll, Senior Vice President
and Controller. Mr. Stevens’ agreement is filed as an exhibit to the 10-Q for the quarterly period
ended March 31, 2007. Mr. Beck and Mr. Carroll’s agreements are filed as exhibits to the 10-Q for
the quarterly
period ended June 30, 2007.




 


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