Exhibit
      10.5

     

    TWO-YEAR

    CHANGE
      IN CONTROL AGREEMENT

    (BANKLIBERTY)

    


    


    This
      AGREEMENT
      (“Agreement”) is hereby entered into as of July
      21,
      2006, by
      and
      between BankLiberty
      (the
“Bank”), a federally chartered financial institution, with its principal offices
      at 16 West Franklin Street, Liberty, Missouri 64068, Mark
      E. Hecker (“Executive”)
      and
      Liberty Bancorp, Inc. (the
      “Company”), a Missouri-chartered corporation and the holding company of the
      Bank, as guarantor.

    


    WHEREAS,
      the Bank recognizes the importance of Executive to the Bank’s operations and
      wishes to protect his position with the Bank in the event of a change in control
      of the Bank or the Company for the period provided for in this Agreement;
      and

    


    WHEREAS,
      Executive and the Board of Directors of the Bank desire to enter into an
      agreement setting forth the terms and conditions of payments due to Executive
      in
      the event of a change in control and the related rights and obligations of
      each
      of the parties.

    


    NOW,
      THEREFORE, in consideration of the promises and mutual covenants herein
      contained, it is hereby agreed as follows:

    


    
      	1.	
              Term
                of Agreement.

            


    

    


    (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 second anniversary of the Effective Date, plus (ii) any and all extensions
      of the initial term made pursuant to this Section 1.

    


    (b)  Commencing
      on the first anniversary of the Effective Date and continuing each anniversary
      date thereafter, the Board of Directors of the Bank (the “Board of Directors”)
      may extend the term of this Agreement for an additional one (1) year period
      beyond the then effective expiration date, provided that Executive shall not
      have given at least sixty (60) days’ written notice of his desire that the term
      not be extended.

    


    (c) Notwithstanding
      anything in this Section to the contrary, this Agreement shall terminate if
      Executive or the Bank terminates Executive’s employment prior to a Change in
      Control.

    


    
      	2.	
              Change
                in Control.

            


    

    


    (a) Upon
      the
      occurrence of a Change in Control of the Company followed at any time during
      the
      term of this Agreement by the termination of Executive’s employment in
      accordance with the terms of this Agreement, other than for Cause, as defined
      in
      Section 2(c) of this Agreement, the provisions of Section 3 of this Agreement
      shall apply. Upon the occurrence of a Change in Control, Executive shall have
      the right to elect to voluntarily terminate his employment at any time during
      the term of this Agreement following an event constituting “Good Reason.”


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    For
      purposes of this Section 2, “Good Reason” means, unless Executive has consented
      in writing thereto, the occurrence following a Change in Control, of any of
      the
      following: 

    


    (i)  the
      assignment to Executive of any duties materially inconsistent with Executive’s
      position, including any material change in status, title, authority, duties
      or
      responsibilities or any other action that results in a material diminution
      in
      such status, title, authority, duties or responsibilities, excluding for this
      purpose an isolated, insubstantial and inadvertent action not taken in bad
      faith
      and that is remedied by the Bank or Executive’s employer reasonably promptly
      after receipt of notice thereof given by the Executive;

    


    
      	
            	(ii)	
              a
                reduction by the Bank or Executive’s employer of the Executive’s base
                salary in effect immediately prior to the Change in
                Control;

            


    

    


    
      	
            	(iii)	
              the
                relocation of the Executive’s office to a location more than fifty (50)
                miles from its location as of the date of this
                Agreement;

            


    

    


    
      	
            	(iv)	
              the
                taking of any action by the Bank or any of its affiliates or successors
                that would materially adversely affect the Executive’s overall
                compensation and benefits package, unless such changes to the compensation
                and benefits package are made on a non-discriminatory basis to all
                employees; or

            


    

    


    
      	 	
              (v)

            	
              the
                failure of the Bank or the affiliate of the Bank by which Executive
                is
                employed, or any affiliate that directly or indirectly owns or controls
                any affiliate by which Executive is employed, to obtain the assumption
                in
                writing of the Bank’s obligation to perform this Agreement by any
                successor to all or substantially all of the assets of the Bank or
                such
                affiliate within thirty (30) days after a reorganization, merger,
                consolidation, sale or other disposition of assets of the Bank or
                such
                affiliate.

            


    

     

    (b) For
      purposes of this Agreement, a “Change in Control” shall be deemed to occur on
      the earliest of: 

    


    
      	 	
              (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.

            


    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    
      	
            	(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, 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
                Bank’s or the Company’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. 

            


    

    


    (c) Executive
      shall not have the right to receive termination benefits pursuant to Section
      3
      hereof upon termination for Cause. The term “Cause” shall mean termination
      because of Executive’s personal dishonesty, incompetence, willful misconduct,
      any breach of fiduciary duty involving personal profit, intentional failure
      to
      perform stated duties, willful violation of any law, rule, regulation (other
      than traffic violations or similar offenses), final cease and desist order,
      or
      any material breach of any provision of this Agreement. Executive shall not
      have
      the right to receive compensation or other benefits for any period after
      termination for Cause. During the period beginning on the date of the Notice
      of
      Termination for Cause pursuant to Section 4 hereof through the Date of
      Termination, stock options granted to Executive under any stock option plan
      shall not be exercisable nor shall any unvested stock awards
      granted to Executive under any stock benefit plan of the Bank, the Company
      or
      any subsidiary or affiliate thereof, vest. At the Date of Termination, such
      stock options and any such unvested stock awards shall become null and void
      and
      shall not be exercisable by or delivered to Executive at any time subsequent
      to
      such termination for Cause.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    
      	3.	
              Termination
                Benefits.

            


    

    


    (a) If
      Executive’s employment is voluntarily (in accordance with Section 2(a) of
      this Agreement) or involuntarily terminated within two (2) years of a Change
      in
      Control, Executive shall receive:

    


    
      	 	
              (i)

            	
              a
                lump sum cash payment equal to two (2) times the Executive’s “base
                amount,” within the meaning of Section 280G(b)(3) of the Internal Revenue
                Code of 1986, as amended (the “Code”). Such payment shall be made not
                later than five (5) days following Executive’s termination of employment
                and shall be reduced, if necessary, to avoid an excess parachute
                payment
                as noted in paragraph (b) under this
                Section 3.

            


    

    


    
      	
            	(ii)	
              Continued
                benefit coverage under all Association health and welfare plans which
                Executive participated in as of the date of the Change in Control
                (collectively, the “Employee Benefit Plans”) for a period of 24 months
                following Executive’s termination of employment. Said coverage shall be
                provided under the same terms and conditions in effect on the date
                of
                Executive’s termination of employment. Solely for purposes of benefits
                continuation under the Employee Benefit Plans, Executive shall be
                deemed
                to be an active employee. To the extent that benefits required under
                this
                Section 3(a) cannot be provided under the terms of any Employee Benefit
                Plan, the Bank shall enter into alternative arrangements that will
                provide
                Executive with comparable benefits.

            


    

    


    (b) Notwithstanding
      the preceding provisions of this Section 3, in no event shall the aggregate
      payments or benefits to be made or afforded to Executive under said paragraphs
      or otherwise (the “Termination Benefits”) constitute an “excess parachute
      payment” under Section 280G of the Code or any successor thereto, and to avoid
      such a result, Termination Benefits will be reduced, if necessary, to an amount
      (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less
      than an amount equal to three (3) times Executive’s “base amount,” as determined
      in accordance with said Section 280G. The allocation of the reduction required
      hereby among the Termination Benefits provided by this Section 3 shall be
      determined by Executive.

     

    
      	4.	
              Notice
                of Termination.

            


    

    


    (a) Any
      purported termination by the Bank or by Executive shall be communicated by
      Notice of Termination to the other party hereto. For purposes of this Agreement,
      a “Notice of Termination” shall mean a written notice which shall indicate the
      specific termination provision in this Agreement relied upon and shall set
      forth
      in detail the facts and circumstances claimed to provide a basis for termination
      of Executive’s employment under the provision so indicated.

    


    (b)  “Date
      of
      Termination” shall mean the date specified in the Notice of Termination (which,
      in the case of a termination for Cause, shall not be less than thirty (30)
      days
      from the date such Notice of Termination is given).

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    
      	5.	
              Source
                of Payments.

            


    

    


    All
      payments provided in this Agreement shall be timely paid in cash or check from
      the general funds of the Bank. The Company, however, unconditionally guarantees
      payment and provision of all amounts and benefits due hereunder to Executive
      and, if such amounts and benefits due from the Bank are not timely paid or
      provided by the Bank, such amounts and benefits shall be paid or provided by
      the
      Company. 

    


    
      	6.	
              Effect
                on Prior Agreements and Existing Benefit
                Plans.

            


    

    


    This
      Agreement contains the entire understanding between the parties hereto and
      supersedes any prior agreement between the Bank and Executive, except that
      this
      Agreement shall not affect or operate to reduce any benefit or compensation
      inuring to Executive of a kind elsewhere provided. No provision of this
      Agreement shall be interpreted to mean that Executive is subject to receiving
      fewer benefits than those available to him without reference to this Agreement.
      Nothing in this Agreement shall confer upon Executive the right to continue
      in
      the employ of the Bank or shall impose on the Bank any obligation to employ
      or
      retain Executive in its employ for any period.

    


    
      	7.	
              No
                Attachment.

            


    

    


    (a) Except
      as
      required by law, no right to receive payments under this Agreement shall be
      subject to anticipation, commutation, alienation, sale, assignment, encumbrance,
      charge, pledge, or hypothecation or to execution, attachment, levy or similar
      process or assignment by operation of law, and any attempt, voluntary or
      involuntary, to affect any such action shall be null, void and of no
      effect.

    


    (b) This
      Agreement shall be binding upon, and inure to the benefit of, Executive, the
      Bank and their respective successors and assigns.

    


    
      	8.	
              Modification
                and Waiver.

            


    

    


    (a) This
      Agreement may not be modified or amended except by an instrument in writing
      signed by the parties hereto.

    


    (b) No
      term
      or condition of this Agreement shall be deemed to have been waived, nor shall
      there be any estoppel against the enforcement of any provision of this
      Agreement, except by written instrument of the party charged with such waiver
      or
      estoppel. No such written waiver shall be deemed a continuing waiver unless
      specifically stated therein, and each such waiver shall operate only as to
      the
      specific term or condition waived and shall not constitute a waiver of such
      term
      or condition for the future or as to any act other than that specifically
      waived.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    
      	9.	
              Severability.

            


    

    


    If,
      for
      any reason, any provision of this Agreement, or any part of any provision,
      is
      held invalid, such invalidity shall not affect any other provision of this
      Agreement or any part of such provision not held so invalid, and each such
      other
      provision and part thereof shall to the full extent consistent with law continue
      in full force and effect.

    


    
      	10.	
              Headings
                for Reference Only.

            


    

    


    The
      headings of sections and paragraphs herein are included solely for convenience
      of reference and shall not control the meaning or interpretation of any of
      the
      provisions of this Agreement. In addition, references herein to the masculine
      shall apply to both the masculine and the feminine.

    


    
      	11.	
              Governing
                Law.

            


    

    


    Except
      to
      the extent preempted by federal law, the validity, interpretation, performance,
      and enforcement of this Agreement shall be governed by the laws of the State
      of
      Missouri, without regard to principles of conflicts of law of that State.


    


    
      	12.	
              Arbitration.

            


    

    


    Any
      dispute or controversy arising under or in connection with this Agreement shall
      be settled exclusively by arbitration, conducted before a panel of three
      arbitrators sitting in a location selected by Executive within fifty (50) miles
      from the location of the Bank, in accordance with the rules of the American
      Arbitration Association then in effect. Judgment may be entered on the
      arbitrator’s award in any court having jurisdiction; provided, however, that
      Executive shall be entitled to seek specific performance of his right to be
      paid
      until the Date of Termination during the pendency of any dispute or controversy
      arising under or in connection with this Agreement.

    


    
      	13.	
              Payment
                of Legal Fees.

            


    

    


    All
      reasonable legal fees paid or incurred by Executive pursuant to any dispute
      or
      question of interpretation relating to this Agreement shall be paid or
      reimbursed by the Bank, only if Executive is successful pursuant to a legal
      judgment, arbitration or settlement.

    


    
      
         

      

      
        6

        
          

        

      

      
         

      

       

    

    
      	
              14.

            	
              Indemnification.

            


    

    


    The
      Company or the Bank shall provide Executive (including his heirs, executors
      and
      administrators) with coverage under a standard directors’ and officers’
liability insurance policy at its expense and shall indemnify Executive (and
      his
      heirs, executors and administrators) to the fullest extent permitted under
      applicable law against 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 officer of the
      Company or the Bank (whether or not he continues to be a director or officer
      at
      the time of incurring such expenses or liabilities), such expenses and
      liabilities to include, but not be limited to, judgments, court costs,
      attorneys’ fees and the cost of reasonable settlements.

    


    
      	15.	
              Successors
                to the Bank and the
                Company.

            


    

    


    The
      Bank
      and the Company shall require any successor or assignee, whether direct or
      indirect, by purchase, merger, consolidation or otherwise, to all or
      substantially all of the business or assets of the Bank or the Company,
      expressly and unconditionally to assume and agree to perform the Bank’s and the
      Company’s obligations under this Agreement, in the same manner and to the same
      extent that the Bank and the Company would be required to perform if no such
      succession or assignment had taken place.

    


    16. Required
      Provisions.
      In the
      event any of the foregoing provisions of this Section 16 are in conflict with
      the terms of this Agreement, this Section 16 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 2(c)
      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.

    


    (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.

    


    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    (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).

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    SIGNATURES

    


    IN
      WITNESS WHEREOF, BankLiberty and Liberty Bancorp, Inc. have caused this
      Agreement to be executed and their seals to be affixed hereunto by their duly
      authorized officers, and Executive has signed this Agreement, on the 16 day
      of
      August, 2006.

    


    


    
      	
              ATTEST:

            	 	
              BANKLIBERTY

            
	 	 	 	 
	 	 	 	 
	
              /s/
                Steven K. Havens

            	 	
              By:

            	
              /s/
                Daniel G. O’Dell

            
	
              Corporate
                Secretary

            	 	
               

            	
              For
                the Entire Board of Directors

            
	 	 	 	 
	 	 	 	 
	
              ATTEST:

            	 	
              LIBERTY
                BANCORP, INC.

            
	 	 	
            	
               (Guarantor)

            
	 	 	 	 
	 	 	 	 
	
              /s/
                Steven K. Havens

            	 	
              By:

            	
              /s/
                Daniel G. O’Dell

            
	
              Corporate
                Secretary

            	 	
               

            	
              For
                the Entire Board of Directors

            
	 	 	 	 
	 	 	 	 
	
              [SEAL]

            	 	
               

            	 
	 	 	 	 
	 	 	 	 
	
              WITNESS:

            	 	
              EXECUTIVE

            
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
              /s/
                Steven K. Havens

            	 	
              /s/
                Mark E. Heckler

            
	
              Corporate
                Secretary

            	 	
              Mark
                E. Heckler

            


    

     

    
      
         

      

      
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