**Exhibit10.5**

 

**WEST SUBURBAN BANCORP, INC.**

 

RESTATED EMPLOYMENT AGREEMENT – MICHAEL P. BROSNAHAN

 

This RESTATED EMPLOYMENT AGREEMENT (this “**Agreement**”), is made and entered into as ofthe 8th day of March, 2004 (the “**EffectiveDate**”), by and between WEST SUBURBAN BANCORP, INC., an Illinoiscorporation (the “**Employer**”), andMICHAEL P. BROSNAHAN, an Illinois resident (the “**Executive**”).

 

**RECITALS:**

 

A.            The Employer owns all of the issued and outstandingcapital stock of West Suburban Bank, Lombard, Illinois (the “**Bank**”).

 

B.             The Employer desires to continue to employ the Executiveas an officer of the Employer and of the Bank for a specified term and theExecutive is willing to continue such employment upon the terms and conditionshereinafter set forth.

 

C.             Additionally, the Employer recognizes that circumstancesmay arise which may result in a change in control of the Employer and/or theBank (through acquisition or otherwise) thereby causing uncertainty withrespect to the Executive’s employment without regard to the competence or pastcontributions of the Executive and that such uncertainty may result in the lossto the Employer and/or the Bank of the valuable services provided by theExecutive.  In such circumstances, theEmployer and the Executive wish to provide reasonable security to the Executiveagainst changes in the Executive’s employment relationship with the Employerand/or the Bank.

 

D.            Executive currently serves as the Vice President ofEmployer and the Senior Vice President, Commercial Lending and CommunityReinvestment Act Officer of the Bank pursuant to that certain EmploymentAgreement dated May 1, 1997, as amended pursuant to that certain Amendment toEmployment Agreement dated January 21, 1999 (as amended, the “**1997 Employment Agreement**”).

 

E.             The parties desire to amend and restate the 1997Employment Agreement in accordance with the terms, and subject to theconditions, set forth herein.

 

**NOW,THEREFORE,** in consideration of the promises and of thecovenants and agreements hereinafter contained, it is covenanted and agreed byand between the parties hereto as follows:

 

**AGREEMENTS:**

 

1.**             TERMOF EMPLOYMENT WITH AUTOMATIC RENEWAL PROVISIONS.  The period of Executive’s employment under this Agreement shallbe deemed to have commenced on the Effective Date and shall continue for aperiod of approximately three (3) years through December 31, 2006.  The term of employment of the Executiveunder this Agreement shall automatically be extended for one (1) additionalyear on December 31st of each year beginning December 31, 2004,unless either the Employer or**

 

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**the Executive notifies the otherparty, by written notice delivered no later than November 1stof such year, that the term of employment of the Executive under this Agreementshall not be extended for an additional year. In addition, upon the occurrence of a Change in Control (as definedbelow), the term of employment of the Executive under this Agreement shall beautomatically renewed and extended to provide a term of employment (in accordancewith the terms, and subject to the conditions, set forth herein) equal to aperiod of three (3) years from the date of the consummation of the Change inControl.**

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# 2.             POSITIONAND DUTIES.  The Employer herebycontinues to employ the Executive as the Vice President of the Employer and asthe Senior Vice President, Commercial Lending and Community Reinvestment ActOfficer of the Bank or in such other senior executive capacity as shall bemutually agreed between the Employer and the Executive.  During the period of the Executive’semployment hereunder, the Executive shall devote his best efforts and fullbusiness time, energy, skills and attention to the business and affairs of theEmployer and its affiliates, including the Bank.  The Executive’s duties and authority shall consist of and includeall duties and authority customarily performed and held by persons holdingequivalent positions with business organizations similar in nature and size tothe Employer, as such duties and authority are reasonably defined, modified anddelegated from time to time by the Board of Directors of the Employer (the “**Board**”). The Executive shall have the powers necessary to perform the dutiesassigned to him and shall be provided such supporting services, staff and otherassistance, office space and accoutrements as shall be reasonably necessary andappropriate in the light of such assigned duties.

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# 3.             COMPENSATION.  As compensation for the services to beprovided by the Executive hereunder, the Executive shall receive the followingcompensation, expense reimbursement and other benefits:

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## (a)           BASESALARY.  The Executive shall receivean aggregate annual minimum base salary at the rate of two hundred thirteenthousand one hundred seventy-two and 00/100 dollars ($213,172.00) payable ininstallments in accordance with the regular payroll schedule of the Bank (“**Base Salary**”).  Such Base Salary shall be subject to review annually commencingin 2004 and shall be maintained or increased during the term hereof inaccordance with the Employer’s established management compensation policies andpractices.

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## (b)           BONUS.  The Executive shall be eligible for anannual bonus (“**Bonus**”) withrespect to each fiscal year of the Employer in accordance with the Employer’scompensation and bonus policies and practices for senior executiveofficers.  The amount of the Bonus, ifany, shall be determined by the Compensation Committee of the Board (the “**Compensation Committee**”).

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## (c)           CLUBMEMBERSHIP.  The Executive shall bereimbursed for membership dues and other customary charges at the NapervilleCountry Club.

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## (d)           DEFERREDCOMPENSATION.  Employer shall makecontributions for the benefit of Executive to the Employer’s Directors andSenior Management Deferred Compensation Plan

 

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(“**Deferred Compensation Plan**”),including any successor plan or program thereto, in an annual amount of notless than twenty-five thousand dollars ($25,000).

 

## (e)           VACATIONS. Executive shall receive paid vacation days of at least such number ofpaid vacation days as Executive shall be entitled to receive as of the datehereof in accordance with the Employer’s vacation policy in effect as of thedate hereof.  The method of accrual,forfeiture and scheduling of vacation days shall be in accordance with, andsubject to, the Employer’s general vacation policies and practices.

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## (f)            LONG TERM CARE INSURANCE.  Employer shall provide Executive andExecutive’s spouse with coverage under, and shall pay the premiums with respectto, long term care insurance in accordance with the terms, and subject to theconditions, as the Employer shall provide to other senior executiveofficers.  The Executive acknowledgesthat this benefit shall be subject to the continued availability of such longterm care insurance from the insurer under which this benefit is provided toother senior executives from time to time.

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## (g)           REIMBURSEMENTOF EXPENSES.  The Executive shall bereimbursed, upon submission of appropriate vouchers and supportingdocumentation, for all travel, entertainment and other out-of-pocket expensesreasonably and necessarily incurred by the Executive in the performance of hisduties hereunder and shall be entitled to attend seminars, conferences andmeetings relating to the business of the Employer consistent with theEmployer’s established policies in that regard.

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## (h)           OTHERBENEFITS.  The Executive shall beentitled to all benefits specifically established for him and, when and to theextent he is eligible therefor, to participate in all plans and benefitsgenerally accorded to senior executives of the Employer, including, but notlimited to the following to the extent provided, if at all, to other seniorexecutives of the Employer:  pension;profit-sharing; employee stock ownership plan; supplemental retirement;incentive compensation; bonus; disability income; split-dollar life insurance;group life; health, medical (including dental, vision and prescription druginsurance, if any) and hospitalization insurance; long term care insurance; andsimilar or comparable plans, and also to perquisites extended to similarlysituated senior executives; provided, however, that such plans, benefits andperquisites shall be no less than those made available to all other employeesof the Employer.

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## (i)            WITHHOLDING.  The Employer shall be entitled to withholdfrom amounts payable to the Executive hereunder, any federal, state or localwithholding or other taxes or charges which it is from time to time required towithhold.  The Employer shall beentitled to rely upon the opinion of its legal counsel with regard to anyquestion concerning the amount or requirement of any such withholding.

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# 4.             CONFIDENTIALITYAND LOYALTY.  The Executive acknowledgesthat heretofore or hereafter during the course of his employment he hasproduced and may hereafter produce and have access to material, records, data,trade secrets and information not generally available to the public(collectively, “**Confidential Information**”)regarding the Employer and its subsidiaries and affiliates.  Accordingly, during and subsequent totermination of this Agreement, the Executive shall hold in confidence and notdirectly or indirectly disclose, use, copy or make lists of any suchConfidential Information, except to the extent that such

 

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information is or thereafter becomes lawfully available from publicsources, or such disclosure is authorized in writing by the Employer, requiredby a law or any competent administrative agency or judicial authority, orotherwise as reasonably necessary or appropriate in connection with performanceby the Executive of his duties hereunder. All records, files, documents and other materials or copies thereofrelating to the Employer’s business which the Executive shall prepare or use,shall be and remain the sole property of the Employer, shall not be removedfrom the Employer’s premises without its written consent, and shall be promptlyreturned to the Employer upon termination of the Executive’s employment hereunder.  The Executive agrees to abide by theEmployer’s reasonable policies, as in effect from time to time, respectingavoidance of interests conflicting with those of the Employer.  In the event of any violation or threatenedviolation of these restrictions, the Employer, in addition to and not inlimitation of being relieved of all further obligations under this Agreementand of any other rights, remedies or damages available to the Employer underthis Agreement or otherwise at law or in equity, shall be entitled topreliminary and permanent injunctive relief to prevent or restrain any suchviolation by the Executive and any and all persons directly or indirectlyacting for or with him, as the case may be.

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# 5.             TERMINATION.

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## (a)                                  AGREEMENTNON-EXTENSION OR EMPLOYMENT TERMINATION BY EMPLOYER AND TERMINATION BYEXECUTIVE.

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### (i)            Inthe event of the termination of the Executive’s employment under this Agreementby the Employer prior to the last day of the then current term for any reasonother than a termination in accordance with the provisions of paragraph (c) ofthis Section 5 (TERMINATION FOR CAUSE), or the non-extension of this Agreementby the Employer in accordance with the provisions of Section 1, the Employershall (A) continue to pay the Executive the Base Salary then payable to theExecutive, (B) continue to pay the Executive an annual Bonus in an amount equalto the average of his most recent three (3) years’ annual Bonus amounts, and(C) shall continue to provide coverage for the Executive under all plans andbenefits otherwise provided to senior executives of the Employer (includingwithout limitation, group health, life, disability and long term care insurancecoverage, club dues, and Deferred Compensation Plan contributions), unlessunable to continue such coverage by law, for the remainder of the term of thisAgreement, provided, however, that in the circumstance where the term of thisAgreement is not extended, the Executive must remain employed with the Employerto receive such payments and benefits; further provided, that the continuedpayment of these amounts by the Employer shall not offset or diminish anycompensation or benefits accrued as of the date of termination ornon-extension.  In addition, withinthirty (30) days of Executive’s termination of employment, the Employer shallpay the Executive (a) such Base Salary and vacation pay (for unused vacationdays in accordance with the Employer’s policies and practices with respect tovacation pay) as shall have accrued and remains unpaid through the effectivedate of the termination, (b) Bonuses previously determined by the CompensationCommittee for any prior fiscal year(s) that remain unpaid, (c) for all accruedand unused sick days and (d) reimbursement of previously incurred expenseseligible for reimbursement pursuant to the Employer’s policies and practicesconcerning reimbursement of expenses. Further provided, that Executive shall also have such rights topayments, if any, as are provided under the terms of the Deferred CompensationPlan, the Amended and Restated Life Insurance Agreement entered into

 

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by and between the Employer and Executive and as amended from time totime and such retirement plans under which Executive participated at the timeof his termination.

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### (ii)           Inthe event that the term of this Agreement is not extended in accordance withthe provisions of Section 1, the Executive may elect to terminate hisemployment, and upon such termination, the Employer shall pay the Executive alump sum amount equal to nine (9) times the sum of (A) the monthly Base Salarythen payable to the Executive, plus (B) one twelfth (1/12) of the base annualdeferred compensation contribution made by the Employer under the DeferredCompensation Plan for the year prior to the Executive’s termination.  The election by the Executive to terminatehis employment pursuant to this subparagraph (a)(ii) must be delivered inwriting to the Employer within sixty (60) days of the later of his receipt ofnotice of the non-extension of the term of this Agreement or December 31stof the year during which such notice is delivered.  Payment to the Executive will be made within thirty (30) days ofsuch termination.  In addition, withinthirty (30) days of Executive’s termination of employment, the Employer shallpay the Executive (a) such Base Salary and vacation pay (for unused vacationdays in accordance with the Employer’s policies and practices with respect tovacation pay) as shall have accrued and remains unpaid through the effectivedate of the termination, (b) Bonuses previously determined by the CompensationCommittee for any prior fiscal year(s) that remain unpaid, (c) for all accruedand unused sick days, and (d) reimbursement of previously incurred expenses eligiblefor reimbursement pursuant to the Employer’s policies and practices concerningreimbursement of expenses.  Furtherprovided, that Executive shall also have such rights to payments, if any, asare provided under the terms of the Deferred Compensation Plan, the Amended andRestated Life Insurance Agreement entered into by and between the Employer andExecutive and as amended from time to time and such retirement plans underwhich Executive participated at the time of his termination.

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### (iii)          Unlessa Change in Control shall have occurred, if the Employer is not in compliancewith its minimum capital requirements or if the payments required undersubparagraph (i) or (ii) above would cause the Employer’s capital to be reducedbelow its minimum capital requirements, such payments shall be deferred untilsuch time as the Employer is in capital compliance.

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## (b)           CONSTRUCTIVEDISCHARGE.  If at any time duringthe term of this Agreement, except in connection with a termination pursuant toparagraph (c) (TERMINATION FOR CAUSE) of this Section 5, the Executive isConstructively Discharged (as hereinafter defined) then the Executive shallhave the right, by written notice to the Employer within sixty (60) days ofsuch Constructive Discharge, to terminate his services hereunder, effective asof the thirtieth (30th) day after such notice, and the Executive shall have norights or obligations under this Agreement other than as provided in Sections 4and 7 hereof.  The Executive shall insuch event be entitled to a lump sum payment of compensation and benefits andcontinuation of all plans and benefits as if such termination of his employmentwas pursuant to subparagraph (a)(i) of this Section 5.

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### (i)            Forpurposes of this Agreement, the Executive shall be “**Constructively Discharged**” upon the occurrence of any one ofthe following events:

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#### (A)          The Executive is not re-elected or isremoved from the positions with the Employer or any affiliate set forth inSection 1 hereof, other than as a

 

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#### result of the Executive’s election or appointment topositions of equal or superior scope and responsibility; or

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#### (B)           The Executive shall fail to be vestedby the Employer with the powers and authority of his appointed office; or

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#### (C)           The Employer changes the primaryemployment location of the Executive to a place that is more than thirty (30)miles from the primary employment location as of the Effective Date of thisAgreement; or

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#### (D)          The Employer otherwise commits amaterial breach of its obligations under this Agreement.

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## (c)           TERMINATIONFOR CAUSE.  The Executive’semployment hereunder may be terminated for cause as hereinafter defined.  “**Cause**”shall mean:  (i) the Executive’s death;(ii) a material violation by the Executive of any applicable material law orregulation respecting the business of the Employer; (iii) the Executive beingfound guilty of a felony or an act of dishonesty in connection with theperformance of his duties as an officer of the Employer, or which disqualifies theExecutive from serving as an officer or director of the Employer; or (iv) thewillful or negligent failure of the Executive to perform his duties hereunderin any material respect.  Executive’semployment under this Agreement may be terminated immediately for any causeexcept under (iv) above.  The Executiveshall be entitled to at least thirty (30) days’ prior written notice of theEmployer’s intention to terminate his employment under (iv) above, specifyingthe grounds for such termination, a reasonable opportunity to cure any conductor act, if curable, alleged as grounds for such termination, and a reasonableopportunity to present to the Board his position regarding any dispute relatingto the existence of such cause.  UponExecutive’s termination for Cause, the Employer shall have no obligations toExecutive other than payment, within thirty (30) days, of (A) such Base Salaryand vacation pay (for unused vacation days in accordance with the Employer’spolicies and practices with respect to vacation pay) as shall have accrued andremains unpaid through the effective date of the termination, (B) Bonusespreviously determined by the Compensation Committee for any prior fiscalyear(s) that remain unpaid, (C) all accrued and unused sick days, and (D) reimbursementfor previously incurred expenses eligible for reimbursement pursuant to theEmployer’s policies and practices concerning reimbursement of expenses.  In addition, Executive shall also have suchrights to payments, if any, as are provided under the terms of the DeferredCompensation Plan, the Amended and Restated Life Insurance Agreement enteredinto by and between the Employer and Executive and as amended from time to timeand such retirement plans under which Executive participated at the time of histermination.

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## (d)           TERMINATIONUPON DEATH.  Upon Executive’s death,the Employer shall have no obligations to Executive other than payment, withinthirty (30) days, of (i) such Base Salary and vacation pay (for unused vacationdays in accordance with the Employer’s policies and practices with respect tovacation pay) as shall have accrued and remains unpaid through the effectivedate of the termination, (ii) Bonuses previously determined by the CompensationCommittee for any prior fiscal year(s) that remain unpaid, (iii) all accruedand unused sick days, and (iv) reimbursement for previously incurred expenseseligible for reimbursement pursuant to the Employer’s policies and practicesconcerning reimbursement of expenses. In addition,

 

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Executive shall also have such rights to payments as are provided underthe Deferred Compensation Plan, the Amended and Restated Life InsuranceAgreement entered into by and between the Employer and Executive and as amendedfrom time to time and such retirement plans under which Executive participatedat the time of his death.  Payment shallbe made to such beneficiary as Executive may designate in writing, or failingsuch designation, to the executor of his estate, in full settlement andsatisfaction of all claims and demands on behalf of the Executive.  Such payments shall be in full settlementand satisfaction of all payments provided for in this Agreement.

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## (e)           PAYMENTUPON TERMINATION FOR DISABILITY. The Employer may terminate the Executive’s employment hereunder afterthe Executive is determined to be permanently disabled under the Employersponsored disability income insurance program or by a physician engaged by theEmployer.  In the event of a disputeregarding the Executive’s disability, each party shall choose a physician whotogether will choose a third physician to make a final determination.  The Executive shall be entitled to thecompensation and benefits provided for under this Agreement for any periodduring the term of this Agreement and prior to the establishment of theExecutive’s disability during which the Executive is unable to work due to aphysical or mental infirmity.  In theevent of the termination of the Executive’s employment hereunder due to the permanentdisability of the Executive, the Employer shall continue to pay the Executiveeighty percent (80%) of the Base Salary per month then payable to theExecutive, reduced by any amounts received under the Employer sponsoreddisability income insurance program, and shall continue to provide coverage forthe Executive under the health and life insurance programs maintained by theEmployer until the earlier of the date the Executive returns to full-timeemployment, either with the Employer or another employer, or Executive’sdeath.  In addition, the Employer shallpay the Executive, within thirty (30) days of termination, (i) such Base Salaryand vacation pay (for unused vacation days in accordance with the Employer’spolicies and practices with respect to vacation pay) as shall have accrued andremains unpaid through the effective date of the termination, (ii) Bonusespreviously determined by the Compensation Committee for any prior fiscalyear(s) that remain unpaid, (iii) for all accrued and unused sick days, and(iv) reimbursement of previously incurred expenses eligible for reimbursementpursuant to the Employer’s policies and practices concerning reimbursement ofexpenses.  Further provided, thatExecutive shall also have such rights to payments, if any, as are providedunder the terms of the Deferred Compensation Plan, the Amended and RestatedLife Insurance Agreement entered into by and between the Employer and Executiveand as amended from time to time and such retirement plans under whichExecutive participated at the time of his termination.  Notwithstanding anything contained in thisAgreement to the contrary, until the date specified in a notice of terminationrelating to the Executive’s disability, the Executive shall be entitled toreturn to his positions with the Employer as set forth in this Agreement inwhich event no disability of the Executive will be deemed to haveoccurred.  Notwithstanding any otherprovision of this Agreement, in the event of the termination of the Executive’semployment under this Agreement for any reason, if permitted by law, theExecutive may elect to have any disability income insurance policy maintainedby the Employer on his behalf transferred to him, and he shall assume allobligations thereunder.

 

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## (f)            TERMINATIONUPON CHANGE IN CONTROL.

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### (i)            Inthe event of a Change in Control and the termination of the Executive’semployment under either (A) or (B) below, the Executive shall be entitled to alump sum payment equal to three (3) times the sum of the following: (w) hisannual Base Salary then payable plus (x) the average of his most recent three(3) years’ annual Deferred Compensation Plan contributions plus (y) the averageof his most recent three (3) years’ employee stock ownership plan contributionsplus (z) the average of his most recent three (3) years’ annual Bonuses.  In the event of a Change in Control, theEmployer shall also provide the Executive with the benefits contemplated insubparagraph (ii) of paragraph (h) (CERTAIN INSURANCE BENEFITS) of this Section5 below and, upon termination of the Executive’s employment under either (A) or(B) below, shall pay the Executive, within thirty (30) days of termination: (a)such Base Salary and vacation pay (for unused vacation days in accordance withthe Employer’s policies and practices with respect to vacation pay) as shallhave accrued and remains unpaid through the effective date of the termination,(b) Bonuses previously determined by the Compensation Committee for any priorfiscal year(s) that remain unpaid, (c) for all accrued and unused sick days,and (d) reimbursement of previously incurred expenses eligible forreimbursement pursuant to the Employer’s policies on reimbursement of expenses.  In addition, Executive shall also have suchrights to payments, if any, as are provided under the terms of the DeferredCompensation Plan, the Amended and Restated Life Insurance Agreement enteredinto by and between the Employer and Executive and as amended from time to timeand such retirement plans under which Executive participated at the time of histermination.  If the Executive’semployment has terminated prior to the Change in Control in accordance with theterms of this Agreement and the Employer has made all required payments underany other applicable provision of this Section 5, then no amount shall be paidunder this paragraph (f).  Either of thefollowing shall constitute termination under this paragraph:

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#### (A)          The Executive terminates hisemployment by a written notice to that effect delivered to the Employer withintwenty-four (24) months after the Change in Control.

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#### (B)           Executive’s employment under thisAgreement is terminated by the Employer either in contemplation of or after theChange in Control.

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### (ii)           Notwithstandingthe preceding paragraphs of this Section 5 and except as provided in thissubparagraph (ii), in the event that it shall be determined that any payment,benefit or other entitlement under this Agreement and any other plan orarrangement of the Employer or the Bank (the “**TotalPayments**”) would constitute an “Excess Parachute Payment” within themeaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “**Code**”) and thereby be subject to the excisetax imposed by Section 4999 of the Code or any similar successor provision orany interest or penalties with respect to such excise tax (collectively the “**Excise Tax**”), then, except in the case of ade Minimus Excess Amount (as defined below), the Executive shall be entitled toreceive an additional payment (a “**Gross-UpPayment**”) in an amount such that after payment by the Executive ofall taxes imposed upon the Gross-Up Payment (including any federal, state andlocal income, payroll and excise taxes and any interest or penalties imposed withrespect to such taxes), the Executive retains an amount of the Gross Up Paymentequal to the Excise Tax imposed upon the Total Payments (not including

 

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any Gross-Up Payment).  If, at alater date, the Internal Revenue Service assesses a deficiency against theExecutive for the Excise Tax which is greater than that which was determined atthe time such amounts were paid, then the Employer shall pay to the Executivethe amount of such unreimbursed Excise Tax plus any interest, penalties andreasonable professional fees or expenses incurred by the Executive as a resultof such assessment, including all such taxes with respect to any suchadditional amount.  The highest marginaltax rate applicable to individuals at the time of the payment of such amountswill be used for purposes of determining the federal and state income and othertaxes with respect thereto.  TheEmployer shall withhold from any amounts paid under this Agreement the amountof any Excise Tax or other federal, state or local taxes then required to bewithheld.  Computations of the amount ofthe Gross-Up Payment paid under this subparagraph shall be conclusively made bythe Employer’s independent accountants, in consultation, if necessary, with theEmployer’s independent legal counsel. If, after the Executive receives any Gross-Up Payment or other amountpursuant to this subparagraph, the Executive receives any refund with respectto the Excise Tax, the Executive shall promptly pay the Employer the amount ofsuch refund within ten (10) days of receipt by the Executive.  Notwithstanding the foregoing, in the eventthat the amount by which the present value of the Total Payments which wouldconstitute an Excess Parachute Payment is less than two percent (2%) of theTotal Payments, then such Excess Parachute Payment shall be deemed to be a “**de Minimus Excess Amount**” and the Executiveshall not be entitled to a Gross-Up Payment. In such a case, the Total Payments will be reduced to an amount (the “**Non-Triggering Amount**”), the value of whichis one dollar ($1.00) less than an amount equal to three (3) times Executive’s“base amount,” as determined in accordance with Code Section 280G; providedthat such reduction shall not be made unless the Non-Triggering Amount would begreater than the aggregate value of the Total Payments (without such reduction)minus the amount of Excise Tax required to be paid by Executive thereon.  The allocation of the reduction required bythe preceding sentence shall be determined by the Executive.

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### (iii)          Forpurposes of this Agreement, the term “**Changein Control**” shall mean any of the following:

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#### (A)          The consummation of the acquisition byany person (as such term is defined in Section 13(d) or 14(d) of the SecuritiesExchange Act of 1934, as amended (the “**1934Act**”)) of beneficial ownership (within the meaning of Rule 13d-3promulgated under the 1934 Act) of fifty percent (50%) or more of the combinedvoting power of the then outstanding voting securities of the Employer or theBank; or

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#### (B)           The individuals who, as of the datehereof, are members of the Board of the Employer or the Bank cease for anyreason to constitute a majority of the Board, unless the election, ornomination for election by the shareholders, of any new director was approvedby a vote of a majority of the Board, and such new director shall, for purposesof this Agreement, be considered as a member of the Board; or

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#### (C)           Approval by shareholders of theEmployer or the Bank of:  (1) a mergeror consolidation if the shareholders immediately before such merger orconsolidation do not, as a result of such merger or consolidation, own,directly or

 

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#### indirectly, more than fifty percent (50%) of thecombined voting power of the then outstanding voting securities of the entityresulting from such merger or consolidation in substantially the sameproportion as their ownership of the combined voting power of the votingsecurities of the Employer or the Bank outstanding immediately before suchmerger or consolidation; or (2) a complete liquidation or dissolution or anagreement for the sale or other disposition of all or substantially all of theassets of the Employer or the Bank.

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### Notwithstanding the foregoing, a Change in Controlshall not be deemed to occur solely because fifty percent (50%) or more of thecombined voting power of the then outstanding securities of the Employer or theBank is acquired by:  (1) a trustee orother fiduciary holding securities under one or more employee benefit plansmaintained for employees of the Employer or the Bank; or (2) any corporationwhich, immediately prior to such acquisition, is owned directly or indirectlyby the shareholders in the same proportion as their ownership of stock of theEmployer or the Bank immediately prior to such acquisition.

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## (g)           REGULATORYSUSPENSION AND TERMINATION.

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### (i)            Ifthe Executive is suspended from office and/or temporarily prohibited fromparticipating in the conduct of the Employer’s affairs by a notice served underSection 8(e)(3) (12 U.S.C. Section 1818(e)(3)) or 8(g) (12 U.S.C. Section1818(g)) of the Federal Deposit Insurance Act, as amended, the Employer’sobligations 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 Employer shall (A) paythe Executive all of the compensation withheld while the contract obligationswere suspended and (B) reinstate any of the obligations which were suspended.

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### (ii)           Ifthe Executive is removed and/or permanently prohibited from participating inthe conduct of the Employer’s affairs by an order issued under Section 8(e) (12U.S.C. Section 1818(e)) or 8(g) (12 U.S.C. Section 1818(g)) of the FederalDeposit Insurance Act, as amended, all obligations of the Employer under thiscontract shall terminate as of the effective date of the order, but vestedrights of the contracting parties shall not be affected.

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### (iii)          Ifthe Employer is in default as defined in Section 3(x) (12 U.S.C. Section1813(x)(1)) of the Federal Deposit Insurance Act, as amended, all obligationsof the Employer under this contract shall terminate as of the date of default,but this paragraph shall not affect any vested rights of the contracting parties.

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### (iv)          Allobligations of the Employer under this contract shall be terminated, except tothe extent determined that continuation of the contract is necessary for thecontinued operation of the institution by the Federal Deposit InsuranceCorporation (the “**FDIC**”), at thetime the FDIC enters into an agreement to provide assistance to or on behalf ofthe Employer under the authority contained in Section 13(c) (12 U.S.C. Section1823(c)) of the Federal Deposit Insurance Act, as amended, or when the Employeris determined by the FDIC to be in an unsafe or unsound condition.  Any rights of the parties that have alreadyvested, however, shall not be affected by such action.

 

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### (v)           Anypayments made to the Executive pursuant to this Agreement, or otherwise, aresubject to and conditioned upon their compliance with Section 18(k) (12 U.S.C.Section 1828(k)) of the Federal Deposit Insurance Act as amended, and anyregulations promulgated thereunder.

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## (h)           CERTAININSURANCE BENEFITS.

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### (i)            Inthe event of the termination of Executive’s employment under this Agreement dueto the retirement of the Executive at or after the attainment of age sixty-two(62), the Employer shall continue to provide the following benefits to theExecutive, at the expense of the Employer, until the Executive’s death: (A)continuing coverage for the Executive and Executive’s Spouse under Employer’shealth, medical, hospitalization and life insurance programs (including dental,vision and prescription drug coverage, if provided immediately prior to thetermination); and (B) long term care insurance in accordance with paragraph (f)(LONG TERM CARE INSURANCE) of Section 3 above including making all requiredpayments relating to such insurance coverage.

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### (ii)           Afterthe occurrence of a Change in Control, the Employer shall continue to providethe following benefits to the Executive, at the expense of the Employer, untilthe Executive’s death: (A) continuing coverage that is equivalent to thecoverage provided under Employer’s health, medical, hospitalization and lifeinsurance programs (including dental, vision and prescription drug coverage, ifprovided immediately prior to the termination) maintained by the Employer atthe time of the Change in Control; and (B) long term care insurance inaccordance with paragraph (f) (LONG TERM CARE INSURANCE) of Section 3 aboveincluding making all required payments relating to such insurance coverage.

###  

### (iii)          Inthe event of the termination of Executive’s employment under this Agreementother than as contemplated above in this paragraph (h) or pursuant to paragraph(c) (TERMINATION FOR CAUSE) above, at the election of the Executive (includingthe estate of the Executive) and the Executive’s Spouse and provided suchaction is not prohibited by the policy pursuant to which the Executive receivesthe benefit contemplated in paragraph (f) (LONG TERM CARE INSURANCE) of Section3 above, the Employer shall take all actions including, but not limited to, atransfer and assignment of its interests in the long term health insuranceprovided to the Executive pursuant to paragraph (f) (LONG TERM CARE INSURANCE)of Section 3, above in order to facilitate the ability of the Executive and theExecutive’s Spouse to continue to maintain the long term health insurance at noadditional cost to the Employer.

###  

# 6.             INTERESTIN ASSETS.  Neither the Executive norhis estate shall acquire hereunder any rights in funds or assets of theEmployer, otherwise than by and through the actual payment of amounts payablehereunder; nor shall the Executive or his estate have any power to transfer,assign, anticipate, hypothecate or otherwise encumber in advance any of saidpayments; nor shall any of such payments be subject to seizure for the paymentof any debt, judgment, alimony, separate maintenance or be transferable byoperation of law in the event of bankruptcy, insolvency or otherwise of theExecutive.

 

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# 7.             INDEMNIFICATION.

#  

## (a)           INSURANCE.  The Employer shall provide the Executive(including his heirs, personal representatives, executors and administrators)for the term of this Agreement with coverage under a standard directors’ andofficers’ liability insurance policy at its expense.

##  

## (b)           INDEMNIFICATIONUNDER STATE LAW.  In addition to theinsurance coverage provided for in paragraph (a) of this Section 7, theEmployer shall hold harmless and indemnify the Executive (and his heirs,executors and administrators) to the fullest extent permitted under applicablelaw against all expenses and liabilities reasonably incurred by him inconnection with or arising out of any action, suit or proceeding in which hemay be involved by reason of his having been an officer of the Employer(whether or not he continues to be an officer at the time of incurring suchexpenses or liabilities), such expenses and liabilities to include, but not belimited to, judgments, court costs and attorneys’ fees and the cost ofreasonable settlements.

##  

## (c)           ADVANCEMENTOF EXPENSES.  In the event theExecutive becomes a party, or is threatened to be made a party, to any action,suit or proceeding for which the Employer has agreed to provide insurancecoverage or indemnification under this Section 7, the Employer shall, to thefull extent permitted under applicable law, advance all expenses (includingreasonable attorneys’ fees), judgments, fines and amounts paid in settlement(collectively “**Expenses**”) incurredby the Executive in connection with the investigation, defense, settlement, orappeal of any threatened, pending or completed action, suit or proceeding,subject to receipt by the Employer of a written undertaking from theExecutive:  (i) to reimburse theEmployer for all Expenses actually paid by the Employer to or on behalf of theExecutive in the event it shall be ultimately determined that the Executive isnot entitled to indemnification by the Employer for such Expenses; and (ii) toassign to the Employer all rights of the Executive to indemnification, underany policy of directors’ and officers’ liability insurance or otherwise, to theextent of the amount of Expenses actually paid by the Employer to or on behalfof the Executive.

##  

# 8.             GENERALPROVISIONS.

#  

## (a)           SUCCESSORS.  This Agreement is personal to the Executiveand shall not be assignable by the Executive other than by will or the laws ofdescent and distribution.  ThisAgreement shall inure to the benefit of and be enforceable by the Executive’sdesignated beneficiary, or if none, Executive’s estate.  This Agreement shall be binding upon andinure to the benefit of the Employer and its successors, and any successor ofthe Employer shall be deemed the “Employer” hereunder.  The Employer shall require any successor toall or substantially all of the business and/or assets of the Employer, whetherdirectly or indirectly, by purchase, merger, consolidation, acquisition ofstock, other business combination, or otherwise, by a written agreement in formand substance satisfactory to the Executive, expressly to assume and agree to performthis Agreement in the same manner and to the same extent as the Employer wouldbe required to perform if no such succession had taken place.

##  

## (b)           ENTIREAGREEMENT; MODIFICATIONS.  ThisAgreement, along with the Amended and Restated Life Insurance Agreement and theParticipation Agreement under the Deferred Compensation Plan, constitutes theentire agreement between the parties respecting the subject

 

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matter hereof, and supersedes the 1997 Employment Agreement and allprior negotiations, undertakings, agreements and arrangements with respecthereto, whether written or oral. Except as otherwise explicitly providedherein, this Agreement may not be amended or modified except by writtenagreement signed by the Executive and the Employer.

##  

## (c)           ENFORCEMENTAND GOVERNING LAW.  The provisionsof this Agreement shall be regarded as divisible and separate; if any of saidprovisions should be declared invalid or unenforceable by a court of competentjurisdiction, the validity and enforceability of the remaining provisions shallnot be affected thereby.  This Agreementshall be construed and the legal relations of the parties hereto shall bedetermined in accordance with the laws of the State of Illinois without referenceto the law regarding conflicts of law.

##  

## (d)           ARBITRATION.  Any dispute or controversy arising under orin connection with this Agreement or the Executive’s employment by the Employershall be settled exclusively by arbitration, conducted by a single arbitratorsitting in a location selected by the Executive within fifty (50) miles of themain office of the Employer, in accordance with the rules of the AmericanArbitration Association (the “**AAA**”)then in effect.  The arbitrator shall beselected by the parties from a list of arbitrators provided by the AAA,provided that no arbitrator shall be related to or affiliated with either ofthe parties.  No later than ten (10)days after the list of proposed arbitrators is received by the parties, theparties, or their respective representatives, shall meet at a mutuallyconvenient location or telephonically. At that meeting, the party who sought arbitration shall eliminate one(1) proposed arbitrator and then the other party shall eliminate one (1)proposed arbitrator.  The parties shallcontinue to eliminate names from the list of proposed arbitrators in thismanner until a single proposed arbitrator remains.  This remaining arbitrator shall arbitrate the dispute.  Each party shall submit, in writing, the specificrequested action or decision it wishes to take, or make, with respect to thematter in dispute, and the arbitrator shall be obligated to choose one (1)party’s specific requested action or decision, without being permitted toeffectuate any compromise position. Judgment may be entered on the arbitrator’s award in any court havingjurisdiction; provided, however, that the Executive shall be entitled to seekspecific performance of his right to be paid through the date of terminationduring the pendency of any dispute or controversy arising under or inconnection with this Agreement.

 

## (e)           LEGALFEES.  All reasonable legal feespaid or incurred by the Executive pursuant to any dispute or question ofinterpretation relating to this Agreement shall be paid or reimbursed by theEmployer if the Executive is successful on the merits pursuant to a legaljudgment, arbitration or settlement.

##  

## (f)            SURVIVAL.  The provisions of Sections 4 and 7 shallsurvive the termination of this Agreement.

##  

## (g)           WAIVER.  No waiver by either party at any time of anybreach by the other party of, or compliance with, any condition or provision ofthis Agreement to be performed by the other party, shall be deemed a waiver ofany similar or dissimilar provisions or conditions at the same time or anyprior or subsequent time.

##  

## (h)           NOTICES.  Notices pursuant to this Agreement shall bein writing and shall be deemed given when received; and, if mailed, shall bemailed by United States registered or

 

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certified mail, return receipt requested, postage prepaid; and if tothe Employer, addressed to the principal headquarters of the Employer,attention:  Chairman; or, if to theExecutive, to the address set forth below the Executive’s signature on thisAgreement, or to such other address as the party to be notified shall havegiven to the other.

 

IN WITNESSWHEREOF, the parties have executed this Agreement as of the date first abovewritten.

 
| WEST SUBURBAN BANCORP, INC. | MICHAEL P. BROSNAHAN |
|-----------------------------|----------------------|
|                        |                 |
|                        |                 |
| By:                         | /s/                  | Duane Debs |   | /s/ Michael P. Brosnahan |
| Name:                       | Duane Debs           |   |   |
|                        | President            |   |   |
|                        |                 |
|                        | (Address)            |

 

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