Exhibit
      10.3


    THREE-YEAR
      EMPLOYMENT AGREEMENT

    (LIBERTY
      BANCORP, INC./BANKLIBERTY)

    


    THIS
      AGREEMENT
      (the
“Agreement”), made this 21st day of July, 2006, by and among LIBERTY
      BANCORP, INC.,
      a
      Missouri-chartered corporation (the
      “Company”) BANKLIBERTY,
      a
      federally-chartered financial institution (the “Bank”), and
      Brent Giles (“Executive”).

    


    WITNESSETH

    


    WHEREAS,
      Executive serves in a position of substantial responsibility;

    


    WHEREAS,
      the
      Company and the Bank wish to assure the services of Executive for the period
      provided in this Agreement; and

    


    WHEREAS,
      Executive is willing to serve in the employ of the Bank on a full-time basis
      for
      said period.

    


    NOW,
      THEREFORE,
      in
      consideration of the mutual covenants herein contained, and upon the other
      terms
      and conditions hereinafter provided, the parties hereby agree as
      follows:

    


    1. Employment.
      Executive
      is employed as the President and Chief Executive Officer of the Company and
      the
      Bank. Executive shall perform all duties and shall have all powers which are
      commonly incident to the office of President and Chief Executive Officer or
      which, consistent with those offices, are delegated to him by the Board of
      Directors of the Bank or the Company. 

    


    2. Location
      and Facilities.
      Executive will be furnished with the working facilities and staff customary
      for
      executive officers with the title and duties set forth in Section 1 and as
      are
      necessary for him to perform his duties. The location of such facilities and
      staff shall be at the principal administrative offices of the Company and the
      Bank, or at such other site or sites customary for such offices.

    


    3. Term.

    


    
      	 	
              a.

            	
              The
                term of this Agreement shall be (i) the initial term, consisting
                of the
                period commencing on the date of this Agreement (the “Effective Date”) and
                ending on the third anniversary of the Effective Date, plus (ii)
                any and
                all extensions of the initial term made pursuant to this Section
                3.

            


    

    


    
      	 	
              b.

            	
              Commencing
                on the first year anniversary date of this Agreement, and continuing
                on
                each anniversary thereafter, the disinterested members of the boards
                of
                directors of the Bank and the Company may extend the Agreement an
                additional year such that the remaining term of the Agreement shall
                be
                thirty six (36) months, unless Executive elects not to extend the
                term of
                this Agreement by giving written notice in accordance with Section
                19 of
                this Agreement. The Boards of Directors of the Bank and the Company
                (the
                “Boards”) will review the Agreement and Executive’s performance annually
                for purposes of determining whether to extend the Agreement. Executive
                shall receive notice as soon as possible after such review as to
                whether
                the Agreement is to be extended.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4. Base
      Compensation. 

    


    
      	 	
              a.

            	
              The
                Bank and the Company agree to pay Executive during the term of this
                Agreement an aggregate base salary at the rate of $185,000 per year,
                payable in accordance with customary payroll practices of the Bank
                and the
                Company.

            


    

    


    
      	 	
              b.

            	
              The
                Boards shall review annually the rate of Executive’s base salary based
                upon factors they deem relevant, and may maintain or increase his
                salary,
                provided that no such action shall reduce the rate of salary below
                the
                rate in effect on the Effective
                Date.

            


    

    


    
      	 	
              c.

            	
              In
                the absence of action by the Boards, Executive shall continue to
                receive a
                base salary at the annual rate specified on the Effective Date or,
                if
                another rate has been established under the provisions of this Section
                4,
                the rate last properly established by action of the Boards under
                the
                provisions of this Section 4.

            


    

     

    5. Bonuses.
      Executive shall be eligible to participate in discretionary bonuses or other
      incentive compensation programs that the Company and the Bank may award from
      time to time to senior management employees pursuant to bonus plans or
      otherwise.

    


    6. Benefit
      Plans.
      Executive shall be eligible to participate in such life insurance, medical,
      dental, pension, profit sharing, retirement and stock-based compensation plans
      and other programs and arrangements as may be approved from time to time by
      the
      Company and the Bank for the benefit of their employees.

    


    7. Vacation
      and Leave.

    


    
      	 	
              a.

            	
              Executive
                shall be entitled to vacation and other leave in accordance with
                policy
                for senior executives, or otherwise as approved by the
                Boards.

            


    

    


    
      	 	
              b.

            	
              In
                addition to paid vacation and other leave, the Executive shall be
                entitled, without loss of pay, to absent himself voluntarily from
                the
                performance of his employment for such additional periods of time
                and for
                such valid and legitimate reasons as the Boards may in their discretion
                determine. Further, the Boards may grant to the Executive a leave
                or
                leaves of absence, with or without pay, at such time or times and
                upon
                such terms and conditions as the Boards in their discretion may
                determine.

            


    

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    8. Expense
      Payments and Reimbursements.
      Executive
      shall be reimbursed for all reasonable out-of-pocket business expenses that
      he
      shall incur in connection with his services under this Agreement upon
      substantiation of such expenses in accordance with applicable policies of the
      Company and the Bank.

     

    9. Automobile. During
      the term of this Agreement, Executive shall be entitled to use of an automobile.
      Executive shall comply with reasonable reporting and expense limitations on
      the
      use of such automobile as may be established by the Company or the Bank from
      time to time, and the Company or the Bank shall annually include on Executive’s
      Form W-2 any amount of income attributable to Executive’s personal use of such
      automobile.

    


    10. Loyalty
      and Confidentiality.

    


    
      	 	
              a.

            	
              During
                the term of this Agreement Executive: (i) shall devote all his time,
                attention, skill, and efforts to the faithful performance of his
                duties
                hereunder; provided, however, that from time to time, Executive may
                serve
                on the boards of directors of, and hold any other offices or positions
                in,
                companies or organizations which will not present any conflict of
                interest
                with the Company or the Bank or any of their subsidiaries or affiliates,
                unfavorably affect the performance of Executive’s duties pursuant to this
                Agreement, or violate any applicable statute or regulation and (ii)
                shall
                not engage in any business or activity contrary to the business affairs
                or
                interests of the Company and the
                Bank.

            


    

    


    
      	 	
              b.

            	
              Nothing
                contained in this Agreement shall prevent or limit Executive’s right to
                invest in the capital stock or other securities of any business dissimilar
                from that of the Company and the Bank, or, solely as a passive, minority
                investor, in any business.

            


    

    


    
      	 	
              c.
                

            	
              Executive
                agrees to maintain the confidentiality of any and all information
                concerning the operation or financial status of the Company and the
                Bank;
                the names or addresses of any of its borrowers, depositors and other
                customers; any information concerning or obtained from such customers;
                and
                any other information concerning the Company and the Bank to which
                he may
                be exposed during the course of his employment. The Executive further
                agrees that, unless required by law or specifically permitted by
                the
                Boards in writing, he will not disclose to any person or entity,
                either
                during or subsequent to his employment, any of the above-mentioned
                information which is not generally known to the public, nor shall
                he
                employ such information in any way other than for the benefit of
                the
                Company and the Bank.

            


    

     

     

    
      
        
        

      

      
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    11. Termination
      and Termination Pay.
      Subject
      to Section 12 of this Agreement, Executive’s employment under this Agreement may
      be terminated in the following circumstances:

    


    
      	 	
              a.

            	
              Death.
                Executive’s employment under this Agreement shall terminate upon his death
                during the term of this Agreement, in which event Executive’s estate shall
                be entitled to receive the compensation due to the Executive through
                the
                last day of the calendar month in which his death
                occurred.

            


    

    


    
      	 	
              b.

            	
              Retirement.
                This Agreement shall be terminated upon Executive’s retirement under the
                retirement benefit plan or plans in which he participates pursuant
                to
                Section 6 of this Agreement or otherwise. Executive will receive
                the
                compensation due to him through his retirement
                date.

            


    

    


    
      	 	
              c.

            	
              Disability.

            


    

     

    
      	 	 	
              i.

            	
              The
                Boards or Executive may terminate Executive’s employment after having
                determined Executive has a Disability. For purposes of this Agreement,
                “Disability” means a physical or mental infirmity that impairs Executive’s
                ability to substantially perform his duties under this Agreement
                and that
                results in Executive becoming eligible for long-term disability benefits
                under any long-term disability plans of the Company or the Bank (or,
                if
                there are no such plans in effect, that impairs Executive’s ability to
                substantially perform his duties under this Agreement for a period
                of one
                hundred eighty (180) consecutive days). The Boards shall determine
                whether
                or not Executive is and continues to be permanently disabled for
                purposes
                of this Agreement in good faith, based upon competent medical advice
                and
                other factors that they reasonably believe to be relevant. As a condition
                to any benefits, the Boards may require Executive to submit to such
                physical or mental evaluations and tests as it deems reasonably
                appropriate.

            


    

    


    
      	 	
              ii.

            	
              In
                the event of such Disability, Executive’s obligation to perform services
                under this Agreement will terminate. The Bank will pay Executive,
                as
                Disability pay, an amount equal to 100% of Executive’s bi-weekly rate of
                base salary in effect as of the date of his termination of employment
                due
                to Disability. Disability payments will be made on a monthly basis
                and
                will commence on the first day of the month following the effective
                date
                of Executive’s termination of employment for Disability and end on the
                earlier of: (A) the date he returns to full-time employment at the
                Bank in
                the same capacity as he was employed prior to his termination for
                Disability; (B) his death; (C) upon attainment of age 65; or (D) the
                date the Agreement would have expired had Executive’s employment not
                terminated by reason of Disability. Such payments shall be reduced
                by the
                amount of any short- or long-term disability benefits payable to
                the
                Executive under any other disability programs sponsored by the Company
                and
                the Bank. In addition, during any period of Executive’s Disability,
                Executive and his dependents shall, to the greatest extent possible,
                continue to be covered under all benefit plans (including, without
                limitation, retirement plans and medical, dental and life insurance
                plans)
                of the Company and the Bank, in which Executive participated prior
                to his
                Disability on the same terms as if Executive were actively employed
                by the
                Company and the Bank.

            


    

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
 

    
      	 	
              d.

            	
              Termination
                for Cause.

            


    

    


    
      	 	
              i.

            	
              The
                Boards may, by written notice to the Executive in the form and manner
                specified in this paragraph, terminate his employment at any time,
                for
                “Cause”. The Executive shall have no right to receive compensation or
                other benefits for any period after termination for Cause. Termination
                for
                “Cause” shall mean termination because of, in the good faith determination
                of the Boards, Executive’s: 

            


    

    


    
      	 	
              (1)

            	
              Personal
                dishonesty;

            


    

    


    
      	 	
              (2)

            	
              Incompetence;

            


    

    


    
      	 	 	 	
              (3)

            	
              Willful
                misconduct;

            


    

    


    
      	 	 	 	
              (4)

            	
              Breach
                of fiduciary duty involving personal
                profit;

            


    

    


    
      	 	 	 	
              (5)

            	
              Intentional
                failure to perform stated duties;

            


    

    


    
      	 	 	 	
              (6)

            	
              Willful
                violation of any law, rule or regulation (other than traffic violations
                or
                similar offenses) or a final cease-and-desist order;
                or

            


    

    


    
      	 	 	 	
              (7)

            	
              Material
                breach by Executive of any provision of this
                Agreement.

            


    

    


    
      	 	 	
              ii.

            	
              Notwithstanding
                the foregoing, Executive shall not be deemed to have been terminated
                for
                Cause by the Company and the Bank unless there shall have been delivered
                to Executive a copy of a resolution duly adopted at a meeting of
                such
                Boards where in the good faith opinion of the Boards, Executive was
                guilty
                of the conduct described above and specifying the particulars
                thereof.

            


    

    


    
      	 	
              e.

            	
              Voluntary
                Termination by Executive.
                In addition to his other rights to terminate under this Agreement,
                Executive may voluntarily terminate employment during the term of
                this
                Agreement upon at least sixty (60) days prior written notice to the
                Boards, in which case Executive shall receive only his compensation,
                vested rights and employee benefits up to the date of his
                termination.

            


    

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    
 

    
      	 	
              f.

            	
              Without
                Cause or With Good Reason.

            


    

    


    
      	 	
              i.

            	
              In
                addition to termination pursuant to Sections 11(a) through 11(e)
                the
                Boards, may, by written notice to Executive, immediately terminate
                his
                employment at any time for a reason other than Cause (a termination
                “Without Cause”) and Executive may, by written notice to the Boards,
                immediately terminate this Agreement at any time within ninety (90)
                days
                following an event constituting “Good Reason” as defined below (a
                termination “With Good Reason”).

            


    

    


    
      	 	
              ii.

            	
              Subject
                to Section 12 of this Agreement, in the event of termination under this
                Section 11(f), Executive shall be entitled to receive his base salary
                in
                effect as of his termination date for the remaining term of the Agreement
                paid in one lump sum within ten (10) calendar days of such termination.
                Also, in such event, Executive shall, for the remaining term of the
                Agreement, receive the benefits he would have received during the
                remaining term of the Agreement under any retirement programs (whether
                tax-qualified or non-qualified) in which Executive participated prior
                to
                his termination (with the amount of the benefits determined by reference
                to the benefits received by the Executive or accrued on his behalf
                under
                such programs during the twelve (12) months preceding his termination)
                and
                continue to participate in any benefit plans of the Company or the
                Bank
                that provide health (including medical and dental), or life insurance,
                or
                similar coverage upon terms no less favorable than the most favorable
                terms provided to senior executives of the Company and the Bank during
                such period. In the event that the Company and the Bank are unable
                to
                provide such coverage by reason of Executive no longer being an employee,
                the Company and the Bank shall provide Executive with comparable
                coverage
                on an individual policy basis.

            


    

    


    
      	 	
              iii.

            	
              “Good
                Reason” shall exist if, without Executive’s express written consent, the
                Company and the Bank materially breach any of their respective obligations
                under this Agreement. Without limitation, such a material breach
                shall be
                deemed to occur upon any of the
                following:

            


    

    


    
      	 	 	 	
              (1)

            	
              A
                material reduction in Executive’s responsibilities or authority in
                connection with his employment with the Company or the
                Bank;

            


    

    


    
      	 	 	 	
              (2)

            	
              Assignment
                to Executive of duties of a non-executive nature or duties for which
                he is
                not reasonably equipped by his skills and
                experience;

            


    

    


    
      	 	 	 	
              (3)

            	
              A
                reduction in salary or benefits contrary to the terms of this Agreement,
                or, following a Change in Control, as defined in Section 12 of this
                Agreement, any reduction in salary or material reduction in benefits
                below
                the amounts to which he was entitled prior to the Change in
                Control;

            


    

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
 

    
      	 	 	 	
              (4)

            	
              Termination
                of incentive and benefit plans, programs or arrangements, or reduction
                of
                Executive’s participation to such an extent as to materially reduce their
                aggregate value below their aggregate value as of the Effective
                Date;

            


    

    


    
      	 	 	 	
              (5)

            	
              A
                requirement that Executive relocate his principal business office
                or his
                principal place of residence outside of the area consisting of a
                fifty
                (50) mile radius from the current main office and any branch of the
                Bank,
                or the assignment to Executive of duties that would reasonably require
                such a relocation; or

            


    

    


    
      	
            	(6)	
              Liquidation
                or dissolution of the Company or the
                Bank.

            


    

    


    
      	 	 	
              iv.

            	
              Notwithstanding
                the foregoing, a reduction or elimination of the Executive’s benefits
                under one or more benefit plans maintained by the Company or the
                Bank as
                part of a good faith, overall reduction or elimination of such plans
                or
                plans or benefits thereunder applicably to all participants in a
                manner
                that does not discriminate against Executive (except as such
                discrimination may be necessary to comply with law) shall not constitute
                an event of Good Reason or a material breach of this Agreement, provided
                that benefits of the type or to the general extent as those offered
                under
                such plans prior to such reduction or elimination are not available
                to
                other officers of the Company and the Bank or any company that controls
                either of them under a plan or plans in or under which Executive
                is not
                entitled to participate.

            


    

    


    
      	 	
              g.

            	
              Continuing
                Covenant Not to Compete or Interfere with Relationships.
                Regardless of anything herein to the contrary, following a termination
                by
                the Company and the Bank or Executive pursuant to Section
                11(f):

            


    

    


    
      	 	
              i.

            	
              Executive’s
                obligations under Section 10(c) of this Agreement will continue in
                effect;
                and

            


    

    


    
      	 	 	
              ii.

            	
              During
                the period ending on the first anniversary of such termination, the
                Executive shall not serve as an officer, director or employee of
                any bank
                holding company, bank, savings bank, savings and loan holding company,
                or
                mortgage company (any of which, a “Financial Institution”) which Financial
                Institution offers products or services competing with those offered
                by
                the Bank from any office within fifty (50) miles from the main office
                or
                any branch of the Bank and shall not interfere with the relationship
                of
                the Company and the Bank and any of its employees, agents, or
                representatives. 

            


    

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    12. Termination
      in Connection with a Change in Control.
      

    


    
      	
            	a.	
              For
                purposes of this Agreement, a Change in Control means any of the
                following
                events:

            


    

    


    (i) Merger:
      The
      Company or the Bank merges into or consolidates with another corporation, or
      merges another corporation into the Company or the Bank, and as a result less
      than a majority of the combined voting power of the resulting corporation
      immediately after the merger or consolidation is held by persons who were
      stockholders of the Company immediately before the merger or
      consolidation.

    


    (ii) Acquisition
      of Significant Share Ownership:
      There
      is filed or required to be filed a report on Schedule 13D or another form or
      schedule (other than Schedule 13G) required under Sections 13(d) or 14(d) of
      the
      Securities Exchange Act of 1934, as amended, if the schedule discloses that
      the
      filing person or persons acting in concert has or have become the beneficial
      owner of 25% or more of a class of the Company’s voting securities, but this
      clause (ii) shall not apply to beneficial ownership of Company voting shares
      held in a fiduciary capacity by an entity of which the Company directly or
      indirectly beneficially owns 50% or more of its outstanding voting
      securities.

    


    (iii) Change
      in Board Composition:
      During
      any period of two consecutive years, individuals who constitute the Company’s or
      the Bank’s Board of Directors at the beginning of the two-year period cease for
      any reason to constitute at least a majority of the Company’s or the Bank’s
      Board of Directors; provided, however, that for purposes of this clause (iii),
      each director who is first elected by the board (or first nominated by the
      board
      for election by the stockholders) by a vote of at least two-thirds (2/3) of
      the
      directors who were directors at the beginning of the two-year period shall
      be
      deemed to have also been a director at the beginning of such period;
      or

    


    (iv) Sale
      of Assets:
      The
      Company or the Bank sells to a third party all or substantially all of its
      assets. 

    


    
      	 	
              b.

            	
              Termination.
                If within the period ending two (2) years after a Change in Control,
                (i)
                the Company or the Bank shall terminate the Executive’s employment Without
                Cause, or (ii) Executive voluntarily terminates his employment With
                Good
                Reason, the Company or the Bank shall, within ten (10) calendar days
                of
                the termination of Executive’s employment, make a lump-sum cash payment to
                him equal to three (3) times the Executive’s average Annual Compensation
                over the five (5) most recently completed calendar years ending with
                the
                year immediately preceding the effective date of the Change in Control.
                In
                determining Executive’s average Annual Compensation, Annual Compensation
                shall include base salary and any other taxable income (paid by the
                Company and the Bank), including but not limited to amounts related
                to the
                granting, vesting or exercise of restricted stock or stock option
                awards,
                commissions, bonuses (whether paid or accrued for the applicable
                period),
                as well as, retirement benefits, director or committee fees and fringe
                benefits paid or to be paid to Executive or paid for Executive’s benefit
                during any such year, profit sharing, employee stock ownership plan
                and
                other retirement contributions or benefits, including to any tax-qualified
                plan or arrangement (whether or not taxable) made or accrued on behalf
                of
                Executive of such year. The cash payment made under this Section
                12(b)
                shall be made in lieu of any payment also required under Section
                11(f) of
                this Agreement because of a termination in such period. Executive’s rights
                under Section 11(f) are not otherwise affected by this Section 12.
                Also, in such event, the Executive shall, for a thirty-six (36) month
                period following his termination of employment, receive the benefits
                he
                would have received over such period under any retirement programs
                (whether tax-qualified or nonqualified) in which the Executive
                participated prior to his termination (with the amount of the benefits
                determined by reference to the benefits received by the Executive
                or
                accrued on his behalf under such programs during the twelve (12)
                months
                preceding the Change in Control) and continue to participate in any
                benefit plans of the Company and the Bank that provide health (including
                medical and dental), or life insurance, or similar coverage upon
                terms no
                less favorable than the most favorable terms provided to senior executives
                of the Bank during such period. In the event that the Company and
                the Bank
                are unable to provide such coverage by reason of the Executive no
                longer
                being an employee, the Company and the Bank shall provide the Executive
                with comparable coverage on an individual
                policy.

            


    

     

     

    
      
        
        

      

      
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              c.

            	
              The
                provisions of Section 12 and Sections 14 through 26, including the
                defined
                terms used is such sections, shall continue in effect until the later
                of
                the expiration of this Agreement or two (2) years following a Change
                in
                Control.

            


    

     

    13. Indemnification
      and Liability Insurance.
      Subject
      to and limited by Section 26(f) of this Agreement, the Bank and the Company
      shall provide the following:

    


    
      	 	
              a.

            	
              Indemnification.
                The Company and the Bank agree to indemnify the Executive (and his
                heirs,
                executors, and administrators), and to advance expenses related thereto,
                to the fullest extent permitted under applicable law and regulations
                against any and all expenses and liabilities reasonably incurred
                by him in
                connection with or arising out of any action, suit, or proceeding
                in which
                he may be involved by reason of his having been a director or Executive of
                the Company, the Bank or any of their affiliates (whether or not
                he
                continues to be a director or Executive at the time of incurring
                any such
                expenses or liabilities) such expenses and liabilities to include,
                but not
                be limited to, judgments, court costs, and attorney’s fees and the cost of
                reasonable settlements, such settlements to be approved by the Boards,
                if
                such action is brought against the Executive in his capacity as an
                Executive or director of the Company or the Bank or any of their
                subsidiaries. Indemnification for expense shall not extend to matters
                for
                which the Executive has been terminated for Cause. Nothing contained
                herein shall be deemed to provide indemnification prohibited by applicable
                law or regulation. Notwithstanding anything herein to the contrary,
                the
                obligations of this Section 13 shall survive the term of this Agreement
                by
                a period of six (6) years.

            


    

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    
 

    
      	 	
              b.

            	
              Insurance.
                During the period in which indemnification of the Executive is required
                under this Section, the Company and the Bank shall provide the Executive
                (and his heirs, executors, and administrators) with coverage under
                a
                directors’ and Executives’ liability policy at the expense of the Company
                and the Bank, at least equivalent to such coverage provided to directors
                and senior Executives of the Company and the
                Bank.

            


    

    


    14. Reimbursement
      of Executive’s Expenses to Enforce this Agreement.
      The
      Company and the Bank shall reimburse the Executive for all reasonable
      out-of-pocket expenses, including, without limitation, reasonable attorney’s
      fees, incurred by the Executive in connection with successful enforcement by
      the
      Executive of the obligations of the Company and the Bank to the Executive under
      this Agreement. Successful enforcement shall mean the grant of an award of
      money
      or the requirement that the Company and the Bank take some action specified
      by
      this Agreement: (i) as a result of court order; or (ii) otherwise by the Company
      and the Bank following an initial failure of the Company and the Bank to pay
      such money or take such action promptly after written demand therefor from
      the
      Executive stating the reason that such money or action was due under this
      Agreement at or prior to the time of such demand.

    


    15. Limitation
      of Benefits under Certain Circumstances.
      If
      the
      payments and benefits pursuant to Section 12 of this Agreement, either alone
      or
      together with other payments and benefits which the Executive has the right
      to
      receive from the Company and the Bank, would constitute a “parachute payment”
under Section 280G of the Code, the payments and benefits pursuant to Section
      12
      shall be reduced or revised, in the manner determined by the Executive, by
      the
      amount, if any, which is the minimum necessary to result in no portion of the
      payments and benefits under Section 12 being non-deductible to the Company
      and
      the Bank pursuant to Section 280G of the Code and subject to the excise tax
      imposed under Section 4999 of the Code. The determination of any reduction
      in
      the payments and benefits to be made pursuant to Section 12 shall be based
      upon the opinion of the Company and the Bank’s independent public accountants
      and paid for by the Company and the Bank. In the event that the Company, the
      Bank and/or the Executive do not agree with the opinion of such counsel, (i)
      the
      Company and the Bank shall pay to the Executive the maximum amount of payments
      and benefits pursuant to Section 12, as selected by the Executive, which such
      opinion indicates there is a high probability of such payments and benefits
      being deductible to the Company and the Bank and not subject to the imposition
      of the excise tax imposed under Section 4999 of the Code and (ii) the Company
      and the Bank may request, and the Executive shall have the right to demand
      that
      they request, a ruling from the IRS as to whether the disputed payments and
      benefits pursuant to Section 12 have such consequences. Any such request for
      a
      ruling from the IRS shall be promptly prepared and filed by the Company and
      the
      Bank, but in no event later than thirty (30) days from the date of the opinion
      of counsel referred to above, and shall be subject to the Executive’s approval
      prior to filing, which shall not be unreasonably withheld. The Company, the
      Bank
      and the Executive agree to be bound by any ruling received from the IRS and
      to
      make appropriate payments to each other to reflect any such rulings, together
      with interest at the applicable federal rate provided for in Section 7872(f)(2)
      of the Code.

     

    
      
        
        

      

      
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    16. Injunctive
      Relief.
      If
      there
      is a breach or threatened breach of Section 11(g) of this Agreement or the
      prohibitions upon disclosure contained in Section 10(c) of this Agreement,
      the
      parties agree that there is no adequate remedy at law for such breach, and
      that
      the Company and the Bank shall be entitled to injunctive relief restraining
      the
      Executive from such breach or threatened breach, but such relief shall not
      be
      the exclusive remedy hereunder for such breach. The parties hereto likewise
      agree that the Executive, without limitation, shall be entitled to injunctive
      relief to enforce the obligations of the Company and the Bank under this
      Agreement.

    


    17. Successors
      and Assigns.

    


    
      	
            	a.	
              This
                Agreement shall inure to the benefit of and be binding upon any corporate
                or other successor of the Company and the Bank which shall acquire,
                directly or indirectly, by merger, consolidation, purchase or otherwise,
                all or substantially all of the assets or stock of the Company and
                the
                Bank.

            


    

    


    
      	
            	b.	
              Since
                the Company and the Bank are contracting for the unique and personal
                skills of Executive, Executive shall be precluded from assigning
                or
                delegating his rights or duties hereunder without first obtaining
                the
                written consent of the Company and the
                Bank.

            


    

    


    18. No
      Mitigation.
      Executive
      shall not be required to mitigate the amount of any payment provided for in
      this
      Agreement by seeking other employment or otherwise and no such payment shall
      be
      offset or reduced by the amount of any compensation or benefits provided to
      Executive in any subsequent employment.

    


    19. Notices.
      All
      notices, requests, demands and other communications in connection with this
      Agreement shall be made in writing and shall be deemed to have been given when
      delivered by hand or 48 hours after mailing at any general or branch United
      States Post Office, by registered or certified mail, postage prepaid, addressed
      to the Company and/or the Bank at their principal business offices and to
      Executive at his home address as maintained in the records of the Company and
      the Bank.

     

    
      
        
        

      

      
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    20. No
      Plan Created by this Agreement.
      Executive,
      the Company and the Bank expressly declare and agree that this Agreement was
      negotiated among them and that no provision or provisions of this Agreement
      are
      intended to, or shall be deemed to, create any plan for purposes of the Employee
      Retirement Income Security Act or any other law or regulation, and each party
      expressly waives any right to assert the contrary. Any assertion in any judicial
      or administrative filing, hearing, or process that such a plan was so created
      by
      this Agreement shall be deemed a material breach of this Agreement by the party
      making such an assertion.

    


    21. Amendments.
      No
      amendments or additions to this Agreement shall be binding unless made in
      writing and signed by all of the parties, except as herein otherwise
      specifically provided.

    


    22. Applicable
      Law.
      Except
      to the extent preempted by Federal law, the laws of the State of Missouri shall
      govern this Agreement in all respects, whether as to its validity, construction,
      capacity, performance or otherwise.

    


    23. Severability.
      The
      provisions of this Agreement shall be deemed severable and the invalidity or
      unenforceability of any provision shall not affect the validity or
      enforceability of the other provisions hereof.

    


    24. Headings.
      Headings
      contained herein are for convenience of reference only.

    


    25. Entire
      Agreement.
      This
      Agreement, together with any understanding or modifications thereof as agreed
      to
      in writing by the parties, shall constitute the entire agreement among the
      parties hereto with respect to the subject matter hereof, other than written
      agreements with respect to specific plans, programs or arrangements described
      in
      Sections 5 and 6. 

    


    26. Required
      Provisions.
      In the
      event any of the foregoing provisions of this Section 26 are in conflict with
      the terms of this Agreement, this Section 26 shall prevail.

     

    
      	
            	a.	
              The
                Bank’s board of directors may terminate Executive’s employment at any
                time, but any termination by the Bank, other than termination for
                Cause,
                shall not prejudice Executive’s right to compensation or other benefits
                under this Agreement. Executive shall not have the right to receive
                compensation or other benefits for any period after termination for
                Cause
                as defined in Section 11(d)
                hereinabove.

            


    

    


    
      	
            	b.	
              If
                Executive is suspended from office and/or temporarily prohibited
                from
                participating in the conduct of the Bank’s affairs by a notice served
                under Section 8(e)(3) or 8(g)(1) of the Federal Deposit Insurance
                Act, 12
                U.S.C. §1818(e)(3) or (g)(1); the Bank’s obligations under this contract
                shall be suspended as of the date of service, unless stayed by appropriate
                proceedings. If the charges in the notice are dismissed, the Bank
                may in
                its discretion: (i) pay Executive all or part of the compensation
                withheld
                while their contract obligations were suspended; and (ii) reinstate
                (in
                whole or in part) any of the obligations which were
                suspended.

            


    

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    
 

    
      	
            	c.	
              If
                Executive is removed and/or permanently prohibited from participating
                in
                the conduct of the Bank’s affairs by an order issued under Section 8(e)(4)
                or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. §1818(e)(4) or
                (g)(1), all obligations of the Bank under this contract shall terminate
                as
                of the effective date of the order, but vested rights of the contracting
                parties shall not be affected.

            


    

    


    
      	
            	d.	
              If
                the Bank is in default as defined in Section 3(x)(1) of the Federal
                Deposit Insurance Act, 12 U.S.C. §1813(x)(1) all obligations of the Bank
                under this contract shall terminate as of the date of default, but
                this
                paragraph shall not affect any vested rights of the contracting
                parties.

            


    

    


    
      	
            	e.	
              All
                obligations under this contract shall be terminated, except to the
                extent
                determined that continuation of the contract is necessary for the
                continued operation of the Bank: (i) by the Director of the OTS (or his
                designee), at the time the FDIC enters into an agreement to provide
                assistance to or on behalf of the Bank under the authority contained
                in
                Section 13(c) of the Federal Deposit Insurance Act, 12 U.S.C. §1823(c); or
                (ii) by the Director of the OTS (or his designee) at the time the
                Director
                (or his designee) approves a supervisory merger to resolve problems
                related to the operations of the Bank or when the Bank is determined
                by
                the Director to be in an unsafe or unsound condition. Any rights
                of the
                parties that have already vested, however, shall not be affected
                by such
                action.

            


    

    


    
      	
            	f.	
              Any
                payments made to employees pursuant to this Agreement, or otherwise,
                are
                subject to and conditioned upon their compliance with 12 U.S.C.
                §1828(k) and FDIC regulation 12 C.F.R. Part 359, Golden Parachute
                and
                Indemnification Payments. 

            


    

    


    
      	
            	g.	
              Notwithstanding
                anything in this Agreement to the contrary, if the Company or the
                Bank in
                good faith determines that amounts that, as of the effective date
                of the
                Executive’s termination of employment are or may become payable to the
                Executive upon termination of his employment hereunder are required
                to be
                suspended or delayed for six (6) months in order to satisfy the
                requirements of Section 409A of the Internal Revenue Code, then the
                Company or the Bank will so advise the Executive, and any such payments
                shall be suspended and accrued for six months, whereupon they shall
                be
                paid to the Executive in a lump sum (together with interest thereon
                at the
                then-prevailing prime rate).

            


    

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed this Agreement on the date first set forth
      above.

     

    
      	Attest:	 	 	LIBERTY
              BANCORP, INC.
	 	 	 	 
	 	 	 	 
	/s/ Steven K. Havens	 	 	By:
              /s/ Daniel G. O’Dell
	
              

            	 	 	
              
                

              

            


       

      
        	Attest:	 	 	BANKLIBERTY
	 	 	 	 
	 	 	 	 
	/s/ Steven K. Havens	 	 	By:
                /s/ Daniel G. O’Dell
	
                

              	 	 	
                
                  

                

              


         

        
          	Witness:	 	 	EXECUTIVE
	 	 	 	 
	/s/ Steven K. Havens	 	 	/s/ Brent Giles
	
                  

                	 	 	
                  
Brent
                  Giles



      

    

       

     

    
      
        
        

      

      
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