WEST POINTE BANCORP INC
AMENDMENT TO SALARY CONTINUATION AGREEMENT
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<TYPE>EX-10.22
<SEQUENCE>11
<FILENAME>c83942exv10w22.txt
<DESCRIPTION>AMENDMENT TO SALARY CONTINUATION AGREEMENT
<TEXT>
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                                                                   EXHIBIT 10.22

               AMENDMENT TO SALARY CONTINUATION AGREEMENT BETWEEN
             ALBERT A. MILLER AND WEST POINTE BANCORP, INC. AND WEST
                          POINTE BANK AND TRUST COMPANY


         WHEREAS, Albert A. Miller, West Pointe Bancorp, Inc. and West Pointe
Bank And Trust Company entered into a Salary Continuation Agreement effective as
of January 1, 2003 ("Agreement"); and

         WHEREAS, the parties retained the right to amend the Agreement pursuant
to Article 7 thereof; and

         WHEREAS, the parties desire to amend the Agreement to revise the
definition of "Change of Control" and to clarify that no payments will be made
if such payment would contravene any applicable regulatory law, rule or
regulation;

         NOW, THEREFORE, the Agreement is amended effective as of January 1,
2003 as follows:

1. Section 1.1.1 is deleted and replaced with the following:

         1.1.1 "Change of Control" means:

                  (a)      The consummation by either West Pointe Bancorp, Inc.
                           or West Pointe Bank And Trust Company of a merger,
                           consolidation or other reorganization if the
                           percentage of the voting common stock of the
                           surviving or resulting entity held or received by all
                           persons who were owners of common stock of West
                           Pointe Bancorp, Inc. or West Pointe Bank And Trust
                           Company, whichever is applicable, immediately prior
                           to such merger, consolidation or reorganization is
                           less than 50.1% of the total voting common stock of
                           the surviving or resulting entity outstanding
                           immediately after such merger, consolidation or
                           reorganization and after giving effect to any
                           additional issuance of voting common stock
                           contemplated by the plan for such merger,
                           consolidation or reorganization;

                  (b)      At any time during a period of two consecutive years,
                           individuals who at the beginning of such period
                           constituted the Board of Directors of either West
                           Pointe Bancorp, Inc. or West Pointe Bank And Trust
                           Company shall cease for any reason to constitute at
                           least a majority thereof, unless the election or the
                           nomination for election by West Pointe Bancorp,
                           Inc.'s or West Pointe Bank And Trust Company's



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                           shareholders, whichever is applicable, of each new
                           director during such two year period was approved by
                           a vote of at least two-thirds of the directors of
                           such entity then still in office who were directors
                           at the beginning of such two year period;

                  (c)      The sale, lease, exchange or other transfer of all or
                           substantially all of the assets (in one transaction
                           or in a series of related transactions) of either
                           West Pointe Bancorp, Inc. or West Pointe Bank And
                           Trust Company to another corporation or entity that
                           is not owned, directly or indirectly, by either West
                           Pointe Bancorp, Inc. or West Pointe Bank And Trust
                           Company. "Substantially all" shall mean a sale,
                           lease, exchange or other transfer involving seventy
                           percent (70%) or more of the fair market value of the
                           assets of such entity; or

                  (d)      The liquidation or dissolution of either West Pointe
                           Bancorp, Inc. or West Pointe Bank And Trust Company.

         2. Section 5.1 is deleted and replaced with the following:

                           5.1 Parachute Payment. Notwithstanding any provision
of this Agreement to the contrary, if the benefits otherwise payable under this
Agreement would cause an excise tax to be payable under the excess parachute
rules of Section 280G of the Code, such benefits shall be cut back to the
minimum extent necessary so that no excise tax will be payable; provided,
further, that no payment shall be made hereunder if such payment would
constitute a prohibited golden parachute payment or any other prohibited payment
under applicable regulatory law, rule or regulation.

         IN WITNESS WHEREOF, the parties have executed this Amendment on this
24th day of June, 2003.





                                        WEST POINTE BANCORP, INC.
                                                   and
                                        WEST POINTE BANK AND TRUST COMPANY


/s/ Albert A. Miller                    By  /s/ Terry W. Schaefer
---------------------------             ----------------------------------------
Albert A. Miller                        Title  President and CEO
                                        ----------------------------------------



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