AMENDED AND RESTATED
TWO-YEAR CHANGE IN CONTROL AGREEMENT
This AGREEMENT originally entered into as of July 21, 2006 (“Agreement”), by and between BANKLIBERTY (the “Bank”), a
federally chartered financial institution, with its principal offices at 16 West Franklin Street, Liberty, Missouri 64068, MARC J. WEISHAAR
(“Executive”) and LIBERTY BANCORP, INC. (the “Company”), a Missouri-chartered corporation and the holding company of the Bank, as
guarantor is amended and restated in its entirety as of December 17, 2008.
WHEREAS, the Bank continues to recognize the importance of Executive to the Bank’s operations and wishes to protect his position
with the Bank in the event of a change in control of the Bank or the Company for the period provided for in this Agreement; and
WHEREAS, Executive and the Board of Directors of the Bank desire to enter into an amended and restated agreement setting forth the
terms and conditions of payments due to Executive in the event of a change in control and the related rights and obligations of each of the parties
and to bring the Agreement into compliance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the
regulations and guidance issued with respect to Section 409A of the Code.
NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, it is hereby agreed as follows:
1. Term of Agreement.
(a) The term of this Agreement shall be (i) the initial term, consisting of the period commencing on July 21, 2006 (the
“Effective Date”) and ending on July 21, 2008, plus (ii) any and all extensions of the initial term made pursuant to Section 1(b) of this Agreement.
(b) Commencing on the first anniversary of the Effective Date and continuing each anniversary date thereafter, the Board of
Directors of the Bank (the “Board of Directors”) may extend the term of this Agreement for an additional one (1) year period beyond