WEST POINTE BANCORP INC
AMENDMENT TO SALARY CONTINUATION AGREEMENT
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<TYPE>EX-10.1
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<FILENAME>c78741exv10w1.txt
<DESCRIPTION>AMENDMENT TO SALARY CONTINUATION AGREEMENT
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                                                                    EXHIBIT 10.1

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


         WHEREAS, Glennon A. Albers, 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
                                shareholders, whichever is applicable, of each
                                new director


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                                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/ Glennon A. Albers                         By /s/ Terry W. Schaefer
-------------------------------------           --------------------------------
Glennon A. Albers                             Title President and C.E.O.
                                                   -----------------------------


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