LINCOLN BANCORP /IN/
S-4, EX-10.10, 2000-06-21
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                                                                  Exhibit 10(10)

                             SECOND AMENDMENT TO THE
                          LINCOLN FEDERAL SAVINGS BANK
                EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST AGREEMENT
                       (AS ADOPTED EFFECTIVE JULY 1, 1998)

         Pursuant to rights  reserved  under Section 9.1 of the Lincoln  Federal
Savings Bank Employee  Stock  Ownership  Plan and Trust  Agreement (the "Plan"),
Lincoln  Federal  Savings  Bank (the  "Bank")  amends  Section 1.12 of the Plan,
effective January 1, 2000, to provide, in its entirety, as follows:

         Section 1.12.  Compensation  " shall mean the total of all amounts paid
or  payable  in cash by the  Companies  by reason of  services  performed  by an
Employee during any period, including bonuses, overtime, any other cash payments
included on an Employee's W-2,  amounts  deferred by the Employee under any cash
or deferred arrangement maintained by a Company under Section 401(k) of the Code
and any salary reductions elected by the Employee pursuant to a salary reduction
plan  maintained by a Company under Section 125 of the Code but excluding,  with
respect to any Employee,  any other amounts  contributed  by a Company for or on
account of that  Employee  under this Plan or under any other  employee  benefit
plan;  provided,  however,  that for  purposes  of  determining  the  Plan  Year
Compensation of a Participant who receives all or a part of his  Compensation in
commissions  and for purposes of Section 4.2, the commissions in excess of fifty
thousand  dollars  ($50,000)  shall  be  disregarded;  provided,  further,  that
Compensation  in a Plan  Year  in  excess  of one  hundred  and  fifty  thousand
($150,000),  as adjusted  pursuant to Section  401(a)(17) of the Code,  shall be
disregarded.

         This  Second  Amendment  to the  Plan  has  been  executed  this day of
16 day of May, 2000.

                                                  LINCOLN FEDERAL SAVINGS BANK


                                                 By: /s/ T. Tim Unger
                                                     ---------------------------
                                                     T. Tim Unger
                                                 Its: President/CEO
Attest:

By: /s/ John M. Baer
    ------------------------------
    John M. Baer
Its: Secretary/Treasurer




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