**Exhibit 10.7**

 

**AMENDED AND RESTATEDLIFE INSURANCE AGREEMENT**

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**PREMISES**

 

A.                                     Effective the 13th day of November, 1990, West SuburbanBancorp, Inc., a banking organization organized and existing under thelaws of the State of Illinois (“Corporation”), and **[ExecutiveName]**, a Key Employee and Executive of the Corporation (“Executive”),entered into a Deferred Compensation and Split-Dollar Insurance Agreement andamended and restated the agreement in its entirety, effective April 12,2001 (“2001 Amended and Restated Life Insurance Agreement”). Pursuant to theterms thereof, the Corporation and the Executive reserved the right to modifyor amend the 2001 Amended and Restated Life Insurance Agreement.  By execution hereof, the Corporation andExecutive 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 theCorporation that Executive’s services are of exceptional merit, in excess ofthe compensation paid and an invaluable contribution to the profits andposition of the Corporation in its field of activity.

 

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

 

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

 

# **ARTICLE1**Definitions

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## 1.1                                 **Effective Date****. **Theeffective date of this Amended and Restated Life Insurance Agreement shall be March 8,2004.

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## 1.2                                 **Change in Control****. **Thefirst to occur of any of the following events:

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##### (a)                                  Theconsummation of the acquisition by any person (as such term is defined in Section 13(d) or14(d) of the Securities Exchange Act of 1934, as amended (the “**1934 Act**”)) 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)                                 Theindividuals who, as of the date hereof, are members of the Board of theEmployer or the Bank cease for any reason to constitute a majority of theBoard, unless the election, or nomination for election by the shareholders, ofany new director was approved by a vote of a majority of the Board, and suchnew director shall, for purposes of this Amended and Restated Life InsuranceAgreement, be considered as a member of the Board; or

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##### (c)                                  Approvalby shareholders of the Employer or the Bank of: (1) a merger or consolidation if the shareholders immediatelybefore such merger or consolidation do not, as a result of such merger orconsolidation, own, directly or indirectly, more than fifty percent (50%) ofthe combined voting power of the then outstanding voting securities of theentity resulting 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 oran agreement for the sale or other disposition of all or substantially all ofthe assets of the Employer or the Bank.

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### Notwithstanding the foregoing, a Change in Control shall not be deemedto occur solely because fifty percent (50%) or more of the combined votingpower of the then outstanding securities of the Employer or the Bank isacquired by:  (1) a trustee or otherfiduciary holding securities under one or more employee benefit plansmaintained for employees of the Employer or the Bank; or (2) anycorporation which, immediately prior to such acquisition, is owned directly orindirectly by the shareholders in the same proportion as their ownership ofstock of the Employer or the Bank immediately prior to such acquisition.

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## 1.3                                 **Covered Termination****. **Thevoluntary or involuntary severing of employment with the Corporation (i) priorto the attainment of age fifty (50), and (ii) following a Change inControl.

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## 1.4                                 **Disability****. **TheExecutive’s suffering a sickness, accident or injury which has been determinedby the carrier of any individual or group disability insurance policy coveringthe Executive, or by the Social Security Administration, to be a disabilityrendering the Executive totally and permanently disabled.  The Executive must submit proof to the Corporationof the carrier’s or Social Security Administration’s determination upon therequest of the Corporation.

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## 1.5                                 **Insurer****. **NationwideLife and Annuity Insurance Company.

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

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

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## 1.8                                 **Termination of Employment****. **Thevoluntary or involuntary severing of employment with the Corporation prior toRetirement for any reason other than death, Disability or a CoveredTermination.

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# **ARTICLE2**Life Insurance

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## 2.1                                 **Executive’s Interest**.  Provided this Amended and Restated Life Insurance Agreementhas not terminated pursuant to Section 3.3, the Executive shall have theright to designate a beneficiary for a portion of the Policy’s proceeds asfollows:

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##### (a)                                  Ifthe Executive dies while covered under this Amended and Restated Life InsuranceAgreement and while actively employed by the Corporation, the Executive’sbeneficiary shall receive a death benefit of $750,000.

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##### (b)                                 Ifthe Executive dies while covered under this Amended and Restated Life InsuranceAgreement but after his Retirement, the Executive’s beneficiary shall receive adeath benefit of $375,000.

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

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##### (d)                                 Ifthe Executive dies while covered under this Amended and Restated Life InsuranceAgreement but after he experiences a Covered Termination, the Executive’sbeneficiary shall receive a death benefit of $375,000.

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##### (e)                                  Ifthe Executive experiences a Termination of Employment, the Executive, theExecutive’s transferee, and the Executive’s beneficiary shall have no rights orinterest in the Policy with respect to that portion of the death proceedsdesignated in this Section 2.1

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##### (f)                                    Uponthe Executive’s death, the Corporation and the Executive’s beneficiary shallexecute such forms and furnish such other documents or information as arerequired to receive payment under the Policy.

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## 2.2                                 **Premium Paymentand Tax****.** All premiums due on the Policy shall be paidby the Corporation. However, Executive shall be responsible for the incometaxes incurred each year on the value of the “economic benefit” of the lifeinsurance protection under the Policy. The corporation shall, in its solediscretion, determine the value of such life insurance protection for federal income taxpurposes. Such amount shall be calculated pursuant to then current applicableauthority.

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## 2.3                                 **CorporationOwnership****.** The Corporation shall be the sole owner of thePolicy and shall have the right to exercise all incidents of ownership, exceptthat Executive shall

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

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## 2.4                                 **Insurer****.** The Insurer shall be bound only by the termsof the Policy. Any payments the Insurer makes or actions it takes in accordancewith the Policy shall fully discharge it from all claims, suits and demands ofall entities or persons. The Insurer shall not be bound by or be deemed to havenotice of the provisions of this Amended and Restated Life Insurance Agreement.

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## 2.5                                 **Transfer of Policy Upon Change inControl****. **Upon a Change in Control, theCorporation shall fully pay all premiums, including all future premiums not yetpayable, on the Policy and transfer the Policy to the Excutive.

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# **ARTICLE3**Miscellaneous

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## 3.1                                 **BindingObligation of Corporation and Any Successor in Interest****.** Corporation expressly agrees that it shall notmerge or consolidate into or with another corporation or sell substantially allof its assets to another corporation, firm or person until such corporation,firm or person expressly agrees, in writing, to assume and discharge the dutiesand obligations of the Corporation under this Amended and Restated LifeInsurance Agreement. This Amended and Restated Life Insurance Agreement shallbe binding upon the parties hereto, their successors, beneficiaries, heirs andpersonal representatives.

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

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## 3.3                                 **Termination****.**This Amended and Restated LifeInsurance Agreement will automatically terminate upon the latest of (a) Terminationof Employment, (b) death, or (c) the payment of all of the benefitsas specified in Section 2.1 of this Amended and Restated Life InsuranceAgreement.

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## 3.4                                 **Gender****.** Whenever in this Amended and Restated LifeInsurance Agreement words are used in the masculine or neuter gender, theyshall be read and construed as in the masculine, feminine or neuter genderwhenever they should so apply.

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## 3.5                                 **Effect on OtherCorporation Benefit Plans****.** Nothing contained inthis Amended and Restated Life Insurance Agreement shall affect the right ofthe Executive to participate in or be covered by any qualified or non-qualifiedpension, profit-sharing, group, bonus or other supplemental compensation orfringe benefit plan constituting a part of Corporation’s existing or futurecompensation structure.

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## 3.6                                 **Headings****.** Headings and subheadings in this Amended andRestated Life Insurance Agreement are inserted for reference and convenienceonly and shall not be deemed a part of this Amended and Restated Life InsuranceAgreement.

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## 3.7                                 **Applicable Law****.** The validity and interpretation of thisAmended and Restated Life Insurance Agreement shall be governed by the laws ofthe State of Illinois.

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# **ARTICLE4**ERISA Provisions and Claims Procedure

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## 4.1                                 **ClaimsProcedure**.  Any person or entity who has not receivedbenefits under this Amended and Restated Life Insurance Agreement that he orshe believes should be paid (the “claimant”) shall make a claim for suchbenefits as follows:

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### 4.1.1                        **Initiation —Written Claim**.  The claimant initiates a claim by submittingto the Corporation a written claim for benefits within 180 days of the eventthat triggers a claim for said benefits under this Amended and Restated LifeInsurance Agreement.

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### 4.1.2                        **Timing ofCorporation Response**.  The Corporation shall respond to suchclaimant within 90 days after receiving the claim.  If the Corporation determines that specialcircumstances require additional time for processing the claim, the Corporationcan extend the response period by an additional 90 days by notifying theclaimant in writing, prior to the end of the initial 90-day period, that anadditional period is required.  Thenotice of extension must set forth the special circumstances and the date bywhich the Corporation expects to render its decision.

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### 4.1.3                        **Notice ofDecision**.  If the Corporation denies part or all of theclaim, the Corporation shall notify the claimant in writing of suchdenial.  The Corporation shall write thenotification in a manner calculated to be understood by the claimant.  The notification shall set forth:

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##### (a)                                  Thespecific reasons for the denial,

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##### (b)                                 Areference to the specific provisions of the Amended and Restated Life InsuranceAgreement on which the denial is based,

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##### (c)                                  Adescription of any additional information or material necessary for theclaimant to perfect the claim and an explanation of why it is needed,

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##### (d)                                 Anexplanation of the Amended and Restated Life Insurance Agreement’s reviewprocedures and the time limits applicable to such procedures, and

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##### (e)                                  Astatement of the claimant’s right to bring a civil action under ERISA Section 502(a) followingan adverse benefit determination on review.

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

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### 4.2.1                        **Initiation —Written Request**.  To initiate the review, the claimant, within60 days after receiving the Corporation’s notice of denial, must file with theCorporation a written request for review.

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### 4.2.2                        **AdditionalSubmissions — Information Access**.  The claimant shallthen have the opportunity to submit written comments, documents, records andother information relating to the claim. The Corporation shall also provide the claimant, upon request and freeof charge, reasonable access to, and copies of, all documents, records andother information relevant (as defined in applicable ERISA regulations) to theclaimant’s claim for benefits.

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### 4.2.3                        **Considerationson Review**.  In considering the review, the Corporationshall take into account all materials and information the claimant submitsrelating to the claim, without regard to whether such information was submittedor considered in the initial benefit determination.

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

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### 4.2.5                        **Notice ofDecision**.  The Corporation shall notify the claimant inwriting of its decision on review.  TheCorporation shall write the notification in a manner calculated to beunderstood by the claimant.  Thenotification shall set forth:

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##### (a)                                  Thespecific reasons for the denial,

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##### (b)                                 Areference to the specific provisions of the Amended and Restated Life InsuranceAgreement on which the denial is based,

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##### (c)                                  Astatement that the claimant is entitled to receive, upon request and free ofcharge, reasonable access to, and copies of, all documents, records and otherinformation relevant (as defined in applicable ERISA regulations) to theclaimant’s claim for benefits, and

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##### (d)                                 Astatement 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 toDisability, and if the claimant continues to dispute any non-Disability benefitfollowing the Review Procedure, the claimant shall then have the option tosubmit the dispute to arbitration.  Sucharbitration shall be conducted by a single arbitrator sitting in a locationselected by the claimant that is within 50 miles of the main office of theCorporation, in accordance with the rules of the American ArbitrationAssociation (the “AAA”) then in effect. The arbitrator shall be selected by the parties from a list ofarbitrators provided by the AAA, provided that no arbitrator shall be relatedto or affiliated with either of the parties. No later than 10 days after the list of proposed arbitrators is receivedby the parties, the parties or their respective representatives shall meet at amutually convenient location or via telephone. At that meeting, the party who sought arbitration shall eliminate oneproposed arbitrator and then the other party shall eliminate one proposed arbitrator.  The parties shall continue to eliminate namesfrom the list of proposed arbitrators in this manner until a single proposedarbitrator remains.  This remainingarbitrator shall arbitrate the dispute. Each party shall submit, in writing, the specific requested action ordecision it wishes to take or make with respect to the matter in dispute, andthe arbitrator shall be obliged to choose on party’s specific requested actionor decision, without being permitted to effectuate any compromise position.  Judgment may be entered on the arbitrator’saward in any court having jurisdiction; provided, however, that the claimantshall be entitled to seek specific performance of his or her right to be paidthrough the date of termination during the pendency of any dispute orcontroversy arising under or in connection with this Amended and Restated LifeInsurance Agreement.

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## 4.4                                 **Administration***. *The Corporation shall have powers which are necessary toadminister this Amended and Restated Life Insurance Agreement, including butnot limited to:

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##### (a)                                  Interpretingthe provisions of this Amended and Restated Life Insurance Agreement;

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##### (b)                                 Establishingand revising the method of accounting for this Amended and Restated LifeInsurance Agreement;

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##### (c)                                  Maintaininga record of benefit payments; and

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##### (d)                                 Establishingrules and prescribing any forms necessary or desirable to administer thisAmended and Restated Life Insurance Agreement.

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## 4.5                                 **Named Fiduciary**.  The Corporation shall be the named fiduciaryand plan administrator under the Amended and Restated Life InsuranceAgreement.  The named fiduciary maydelegate to others certain aspects of the management and operationresponsibilities of the plan including the employment of advisors and thedelegation of ministerial duties to qualified individuals.

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INWITNESS WHEREOF, the parties hereto acknowledge that each has carefully readthis Amended and Restated Life Insurance Agreement and executed the originalthereof 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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