**EXHIBIT 10.10**

**AMENDED AND RESTATED PROMISSORYNOTE**

 

 

| **$500,000.00** | **March  9, 2004** |
|-----------------|--------------------|

 

 

**FOR VALUERECEIVED, TREATY OAK BANCORP, INC. (TOBC)**, the undersigned, promises to pay to**TREATY OAK HOLDINGS, INC. (TOHI****)** or to order, the principal sum of **FIVE HUNDRED THOUSAND****DOLLARS ($500,000.00)**,with interest accruing at the rate of **TWO PERCENT (2%)** per annum on the unpaid balanceuntil paid or until default.

 

(A)          **Payment.**  Any principal shall be made in lawful moneyof the United States of America.

 

(B)           **Prepayment.**  This Note may be prepaid in full or in partat any time and no prepayment penalty shall apply.

 

(C)           **Conversion**.  On March 9, 2005, the outstanding principalbalance of this Note, together with all accrued interest (the “Balance”)shall be automatically converted into a number of shares of TOBC common stock,$0.01 par value per share, equal to the Balance divided by $8.33 (the “ConversionPrice”).  The Conversion Price shall beappropriately adjusted in the event of any TOBC stock split, stock dividend,recapitalization, combination of shares, exchange of shares, or other changeaffecting the outstanding shares of TOBC common stock without receipt of TOBC’sconsideration.

 

(D)          **Waiver.** All parties to this Note, includingmaker and any sureties, endorsers, or guarantors, hereby waive protest,presentment, notice of dishonor, and notice of acceleration of maturity andagree to continue to remain bound for the payment of principal, interest, andall other sums due under this Note, notwithstanding any change or changes byway of release, surrender, exchange, modification, or substitution of anysecurity for this Note or by way of any extension or extensions of time for thepayment of principal and interest; and all parties waive all and every kind ofnotice of any change or changes and agree that the same may be made withoutnotice or consent of any of them.

 

(E)           **Fees and Costs.**  Upon default, the holder of this Note mayemploy an attorney to enforce the holder’s rights and remedies and the maker,principal, surety, guarantor and endorsers of this Note hereby agree to pay tothe holder reasonable attorney’s fees, plus all other reasonable expensesincurred by the holder in exercising any of the holder’s right and remediesupon default.  The rights and remedies ofthe holder as provided in this Note and any instrument securing this Note shallbe cumulative and may be pursued singly, successively, or together against anyproperty described in any security instrument related to this Note, or anyother funds, property, or security held by the holder for payment or security,in the sole discretion of the holder. The failure to exercise any right or remedy shall not be a waiver orrelease of those rights or remedies or the right to exercise any of them atanother time.

 

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                (F)           **Notice.**  All notices or other communications requiredor permitted to be given pursuant to this Note shall be in writing and shall beconsidered as properly given or made if mailed by first class mail, postageprepaid, to the following addresses:

 
| If to TOBC |   | Treaty Oak Bancorp,  Inc.     |
|------------|--------|-------------------------------|
|       |   | Attn: Jeffrey L. Nash         |
|       |   | 3811 Bee Cave Road,  Ste. 200 |
|       |   | Austin, TX 78746              |

 

 

 
| If to TOHI |   | Treaty Oak Holdings,  Inc. |
|------------|--------|----------------------------|
|       |   | Attn: Terry W. Hamann      |
|       |   | P.O. Box 162905            |
|       |   | Austin, TX 78716           |

 

 

Eitherparty may change his address by giving notice, in writing, stating the newaddress to the other party.

(G)           **Governing Law.**  This Note is to be governed and construed inaccordance with the laws of the State of Texas.

 

**INTESTIMONY WHEREOF**,the maker has caused this instrument to be effective the day and year firstabove written.

 

Treaty Oak Bancorp, Inc.

 

 
| **  /s/ Jeffrey L. Nash**                |
|-----------------------------------------------|
| **Jeffrey L. Nash, Executive Vice President** |

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