Exhibit 10.7


 


AMENDED AND RESTATED

LIFE INSURANCE AGREEMENT


 


PREMISES


 


A.                                     Effective the 13th day of November, 1990, West Suburban
Bancorp, Inc., a banking organization organized and existing under the
laws of the State of Illinois (“Corporation”), and [Executive
Name], a Key Employee and Executive of the Corporation (“Executive”),
entered into a Deferred Compensation and Split-Dollar Insurance Agreement and
amended and restated the agreement in its entirety, effective April 12,
2001 (“2001 Amended and Restated Life Insurance Agreement”). Pursuant to the
terms thereof, the Corporation and the Executive reserved the right to modify
or amend the 2001 Amended and Restated Life Insurance Agreement.  By execution hereof, the Corporation and
Executive hereby amend and restate that agreement in its entirety, effective March 8,
2004 (“Amended and Restated Life Insurance Agreement”).


 


B.                                       It is the consensus of the Board of Directors of the
Corporation that Executive’s services are of exceptional merit, in excess of
the compensation paid and an invaluable contribution to the profits and
position of the Corporation in its field of activity.


 


C.                                       It is the mutual desire of the Corporation and the
Executive that Executive remain in the employ of the Corporation, and to maintain
a program to provide pre-retirement and postretirement death benefits for the
Executive. Accordingly, it is the desire of the Corporation and the Executive
to enter into this Amended and Restated Life Insurance Agreement under which
the Corporation will agree to pay a death benefit to the Executive’s
beneficiaries in the event of his death.


 


D.                                      Therefore, in consideration of Executive’s services to
be performed in the future, and based upon the mutual promises and covenants
herein contained, the Corporation and Executive agree as follows.


 


ARTICLE
1
 Definitions


 


1.1                                 Effective Date. 
The
effective date of this Amended and Restated Life Insurance Agreement shall be March 8,
2004.


 


1.2                                 Change in Control. 
The
first to occur of any of the following events:


 


(a)                                  The
consummation of the acquisition by any person (as such term is defined in Section 13(d) or
14(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the 1934 Act) of fifty percent (50%) or more of the combined
voting power of the then outstanding voting securities of the Employer or the
Bank; or


 





















 


(b)                                 The
individuals who, as of the date hereof, are members of the Board of the
Employer or the Bank cease for any reason to constitute a majority of the
Board, unless the election, or nomination for election by the shareholders, of
any new director was approved by a vote of a majority of the Board, and such
new director shall, for purposes of this Amended and Restated Life Insurance
Agreement, be considered as a member of the Board; or


 


(c)                                  Approval
by shareholders of the Employer or the Bank of: 
(1) a merger or consolidation if the shareholders immediately
before such merger or consolidation do not, as a result of such merger or
consolidation, own, directly or indirectly, more than fifty percent (50%) of
the combined voting power of the then outstanding voting securities of the
entity resulting from such merger or consolidation in substantially the same
proportion as their ownership of the combined voting power of the voting
securities of the Employer or the Bank outstanding immediately before such
merger or consolidation; or (2) a complete liquidation or dissolution or
an agreement for the sale or other disposition of all or substantially all of
the assets of the Employer or the Bank.


 


Notwithstanding the foregoing, a Change in Control shall not be deemed
to occur solely because fifty percent (50%) or more of the combined voting
power of the then outstanding securities of the Employer or the Bank is
acquired by:  (1) a trustee or other
fiduciary holding securities under one or more employee benefit plans
maintained for employees of the Employer or the Bank; or (2) any
corporation which, immediately prior to such acquisition, is owned directly or
indirectly by the shareholders in the same proportion as their ownership of
stock of the Employer or the Bank immediately prior to such acquisition.


 


1.3                                 Covered Termination. 
The
voluntary or involuntary severing of employment with the Corporation (i) prior
to the attainment of age fifty (50), and (ii) following a Change in
Control.


 


1.4                                 Disability. 
The
Executive’s suffering a sickness, accident or injury which has been determined
by the carrier of any individual or group disability insurance policy covering
the Executive, or by the Social Security Administration, to be a disability
rendering the Executive totally and permanently disabled.  The Executive must submit proof to the Corporation
of the carrier’s or Social Security Administration’s determination upon the
request of the Corporation.


 


1.5                                 Insurer. 
Nationwide
Life and Annuity Insurance Company.


 


1.6                                 Policy. 
Policy #[number] issued by the Insurer.


 


1.7                                 Retirement. 
Termination
of employment from the Corporation on or after the attainment of age fifty
(50).


 


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1.8                                 Termination of Employment. 
The
voluntary or involuntary severing of employment with the Corporation prior to
Retirement for any reason other than death, Disability or a Covered
Termination.


 


ARTICLE
2

Life Insurance


 


2.1                                 Executive’s Interest.  Provided this Amended and Restated Life Insurance Agreement
has not terminated pursuant to Section 3.3, the Executive shall have the
right to designate a beneficiary for a portion of the Policy’s proceeds as
follows:


 


(a)                                  If
the Executive dies while covered under this Amended and Restated Life Insurance
Agreement and while actively employed by the Corporation, the Executive’s
beneficiary shall receive a death benefit of $750,000.


 


(b)                                 If
the Executive dies while covered under this Amended and Restated Life Insurance
Agreement but after his Retirement, the Executive’s beneficiary shall receive a
death benefit of $375,000.


 


(c)                                  If
the Executive dies while covered under this Amended and Restated Life Insurance
Agreement and after a Disability, the Executive’s beneficiary shall receive a
death benefit of (i) $750,000 if such death occurs prior to the attainment
of age 50, or (ii) $375,000 if such death occurs on or after the attainment
of age 50.


 


(d)                                 If
the Executive dies while covered under this Amended and Restated Life Insurance
Agreement but after he experiences a Covered Termination, the Executive’s
beneficiary shall receive a death benefit of $375,000.


 


(e)                                  If
the Executive experiences a Termination of Employment, the Executive, the
Executive’s transferee, and the Executive’s beneficiary shall have no rights or
interest in the Policy with respect to that portion of the death proceeds
designated in this Section 2.1


 


(f)                                    Upon
the Executive’s death, the Corporation and the Executive’s beneficiary shall
execute such forms and furnish such other documents or information as are
required to receive payment under the Policy.


 


2.2                                 Premium Payment
and Tax.  All premiums due on the Policy shall be paid
by the Corporation. However, Executive shall be responsible for the income
taxes incurred each year on the value of the “economic benefit” of the life
insurance protection under the Policy. The corporation shall, in its sole
discretion, determine the value of such life insurance protection for federal income tax
purposes. Such amount shall be calculated pursuant to then current applicable
authority.


 


2.3                                 Corporation
Ownership.  The Corporation shall be the sole owner of the
Policy and shall have the right to exercise all incidents of ownership, except
that Executive shall


 


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have the right to
designate the beneficiary to receive the death benefit described in Section 2.1
above. The Corporation shall be the direct beneficiary of any death proceeds
remaining after the Executive’s interest is determined according to Section 2.1.


 


2.4                                 Insurer.  The Insurer shall be bound only by the terms
of the Policy. Any payments the Insurer makes or actions it takes in accordance
with the Policy shall fully discharge it from all claims, suits and demands of
all entities or persons. The Insurer shall not be bound by or be deemed to have
notice of the provisions of this Amended and Restated Life Insurance Agreement.


 


2.5                                 Transfer of Policy Upon Change in
Control.  Upon a Change in Control, the
Corporation shall fully pay all premiums, including all future premiums not yet
payable, on the Policy and transfer the Policy to the Excutive.


 


ARTICLE
3

Miscellaneous


 


3.1                                 Binding
Obligation of Corporation and Any Successor in Interest.  Corporation expressly agrees that it shall not
merge or consolidate into or with another corporation or sell substantially all
of its assets to another corporation, firm or person until such corporation,
firm or person expressly agrees, in writing, to assume and discharge the duties
and obligations of the Corporation under this Amended and Restated Life
Insurance Agreement. This Amended and Restated Life Insurance Agreement shall
be binding upon the parties hereto, their successors, beneficiaries, heirs and
personal representatives.


 


3.2                                 Revocation.  It is agreed by and between the parties hereto
that, during the lifetime of the Executive, this Amended and Restated Life
Insurance Agreement may be amended or revoked at any time or times, in whole or
in part, by the mutual written assent of the Executive and the Corporation.


 


3.3                                 Termination. This Amended and Restated Life
Insurance Agreement will automatically terminate upon the latest of (a) Termination
of Employment, (b) death, or (c) the payment of all of the benefits
as specified in Section 2.1 of this Amended and Restated Life Insurance
Agreement.


 


3.4                                 Gender.  Whenever in this Amended and Restated Life
Insurance Agreement words are used in the masculine or neuter gender, they
shall be read and construed as in the masculine, feminine or neuter gender
whenever they should so apply.


 


3.5                                 Effect on Other
Corporation Benefit Plans.  Nothing contained in
this Amended and Restated Life Insurance Agreement shall affect the right of
the Executive to participate in or be covered by any qualified or non-qualified
pension, profit-sharing, group, bonus or other supplemental compensation or
fringe benefit plan constituting a part of Corporation’s existing or future
compensation structure.


 


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3.6                                 Headings.  Headings and subheadings in this Amended and
Restated Life Insurance Agreement are inserted for reference and convenience
only and shall not be deemed a part of this Amended and Restated Life Insurance
Agreement.


 


3.7                                 Applicable Law.  The validity and interpretation of this
Amended and Restated Life Insurance Agreement shall be governed by the laws of
the State of Illinois.


 


ARTICLE
4

ERISA Provisions and Claims Procedure


 


4.1                                 Claims
Procedure.  Any person or entity who has not received
benefits under this Amended and Restated Life Insurance Agreement that he or
she believes should be paid (the “claimant”) shall make a claim for such
benefits as follows:


 


4.1.1                        Initiation —
Written Claim.  The claimant initiates a claim by submitting
to the Corporation a written claim for benefits within 180 days of the event
that triggers a claim for said benefits under this Amended and Restated Life
Insurance Agreement.


 


4.1.2                        Timing of
Corporation Response.  The Corporation shall respond to such
claimant within 90 days after receiving the claim.  If the Corporation determines that special
circumstances require additional time for processing the claim, the Corporation
can extend the response period by an additional 90 days by notifying the
claimant in writing, prior to the end of the initial 90-day period, that an
additional period is required.  The
notice of extension must set forth the special circumstances and the date by
which the Corporation expects to render its decision.


 


4.1.3                        Notice of
Decision.  If the Corporation denies part or all of the
claim, the Corporation shall notify the claimant in writing of such
denial.  The Corporation shall write the
notification in a manner calculated to be understood by the claimant.  The notification shall set forth:


 


(a)                                  The
specific reasons for the denial,


 


(b)                                 A
reference to the specific provisions of the Amended and Restated Life Insurance
Agreement on which the denial is based,


 


(c)                                  A
description of any additional information or material necessary for the
claimant to perfect the claim and an explanation of why it is needed,


 


(d)                                 An
explanation of the Amended and Restated Life Insurance Agreement’s review
procedures and the time limits applicable to such procedures, and


 


(e)                                  A
statement of the claimant’s right to bring a civil action under ERISA Section 502(a) following
an adverse benefit determination on review.


 


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4.2                                 Review Procedure.  If the Corporation denies part or all of the
claim, the claimant shall have the opportunity for a full and fair review by
the Corporation of the denial, as follows:


 


4.2.1                        Initiation —
Written Request.  To initiate the review, the claimant, within
60 days after receiving the Corporation’s notice of denial, must file with the
Corporation a written request for review.


 


4.2.2                        Additional
Submissions — Information Access.  The claimant shall
then have the opportunity to submit written comments, documents, records and
other information relating to the claim. 
The Corporation shall also provide the claimant, upon request and free
of charge, reasonable access to, and copies of, all documents, records and
other information relevant (as defined in applicable ERISA regulations) to the
claimant’s claim for benefits.


 


4.2.3                        Considerations
on Review.  In considering the review, the Corporation
shall take into account all materials and information the claimant submits
relating to the claim, without regard to whether such information was submitted
or considered in the initial benefit determination.


 


4.2.4                        Timing of
Corporation Response.  The Corporation shall respond in writing to
such claimant within 60 days after receiving the request for review.  If the Corporation determines that special
circumstances require additional time for processing the claim, the Corporation
can extend the response period by an additional 60 days by notifying the
claimant in writing, prior to the end of the initial 60-day period, that an additional
period is required.  The notice of
extension must set forth the special circumstances and the date by which the
Corporation expects to render its decision.


 


4.2.5                        Notice of
Decision.  The Corporation shall notify the claimant in
writing of its decision on review.  The
Corporation shall write the notification in a manner calculated to be
understood by the claimant.  The
notification shall set forth:


 


(a)                                  The
specific reasons for the denial,


 


(b)                                 A
reference to the specific provisions of the Amended and Restated Life Insurance
Agreement on which the denial is based,


 


(c)                                  A
statement that the claimant is entitled to receive, upon request and free of
charge, reasonable access to, and copies of, all documents, records and other
information relevant (as defined in applicable ERISA regulations) to the
claimant’s claim for benefits, and


 


(d)                                 A
statement of the claimant’s right to bring a civil action under ERISA Section 502(a).


 


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4.3                                 Arbitration.  If the claimant has a claim not related to
Disability, and if the claimant continues to dispute any non-Disability benefit
following the Review Procedure, the claimant shall then have the option to
submit the dispute to arbitration.  Such
arbitration shall be conducted by a single arbitrator sitting in a location
selected by the claimant that is within 50 miles of the main office of the
Corporation, in accordance with the rules of the American Arbitration
Association (the “AAA”) then in effect. 
The arbitrator shall be selected by the parties from a list of
arbitrators provided by the AAA, provided that no arbitrator shall be related
to or affiliated with either of the parties. 
No later than 10 days after the list of proposed arbitrators is received
by the parties, the parties or their respective representatives shall meet at a
mutually convenient location or via telephone. 
At that meeting, the party who sought arbitration shall eliminate one
proposed arbitrator and then the other party shall eliminate one proposed arbitrator.  The parties shall continue to eliminate names
from the list of proposed arbitrators in this manner until a single proposed
arbitrator remains.  This remaining
arbitrator shall arbitrate the dispute. 
Each party shall submit, in writing, the specific requested action or
decision it wishes to take or make with respect to the matter in dispute, and
the arbitrator shall be obliged to choose on party’s specific requested action
or decision, without being permitted to effectuate any compromise position.  Judgment may be entered on the arbitrator’s
award in any court having jurisdiction; provided, however, that the claimant
shall be entitled to seek specific performance of his or her right to be paid
through the date of termination during the pendency of any dispute or
controversy arising under or in connection with this Amended and Restated Life
Insurance Agreement.


 


4.4                                 Administration.  The Corporation shall have powers which are necessary to
administer this Amended and Restated Life Insurance Agreement, including but
not limited to:


 


(a)                                  Interpreting
the provisions of this Amended and Restated Life Insurance Agreement;


 


(b)                                 Establishing
and revising the method of accounting for this Amended and Restated Life
Insurance Agreement;


 


(c)                                  Maintaining
a record of benefit payments; and


 


(d)                                 Establishing
rules and prescribing any forms necessary or desirable to administer this
Amended and Restated Life Insurance Agreement.


 


4.5                                 Named Fiduciary.  The Corporation shall be the named fiduciary
and plan administrator under the Amended and Restated Life Insurance
Agreement.  The named fiduciary may
delegate to others certain aspects of the management and operation
responsibilities of the plan including the employment of advisors and the
delegation of ministerial duties to qualified individuals.


 


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IN
WITNESS WHEREOF, the parties hereto acknowledge that each has carefully read
this Amended and Restated Life Insurance Agreement and executed the original
thereof on                           
        ,
                  
and that, upon execution, each has received a confirming copy.


 


 


	
   

  	
   

  	
   

  
	
  (WITNESS)

  	
  [Executive Name]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WEST SUBURBAN BANCORP, INC. 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
  (WITNESS)

  	
  Its:

  	
   

  



 


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