Exhibit 10.2

SPECIAL TERMINATION AGREEMENT

        THIS SPECIAL TERMINATION AGREEMENT (“Agreement”) is made and entered into as of this 11th day of April , 2005, by and between LINCOLN BANK, a federally chartered savings bank whose address is 905 Southfield Drive, Plainfield, Indiana 46168 (which, together with any successor thereto which executes and delivers the assumption agreement provided for in Section 12(a) hereof or which otherwise becomes bound by the terms and provisions of this Agreement by operation of law, is hereinafter referred to as the “Bank”), and Brad Davis whose residence address is 928 Peregrine Dr., Columbus, IN 47203 (the “Employee”).

        WHEREAS, the Employee is currently serving as Vice President, Director of Finance and Reporting of the Bank; and

        WHEREAS, the Bank is a wholly-owned subsidiary of Lincoln Bancorp, a publicly traded corporation organized under Indiana law (the “Holding Company”); and

        WHEREAS, the Board of Directors of the Bank recognizes that, as is the case with publicly held corporations generally, the possibility of a change in control of the Holding Company may exist and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of key management personnel to the detriment of the Bank, the Holding Company and its shareholders; and

        WHEREAS, the Board of Directors of the Bank believes it is in the best interests of the Bank to enter into this Agreement with the Employee in order to assure continuity of management of the Bank and to reinforce and encourage the continued attention and dedication of the Employee to his or her assigned duties without distraction in the face of potentially disruptive circumstances arising from the possibility of a change in control of the Holding Company, although no such change is now contemplated; and

        WHEREAS, the Board of Directors of the Bank has approved and authorized the execution of this Agreement with the Employee to take effect as stated in Section 1 hereof;

        NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements of the parties herein contained, it is agreed as follows:

     1.         TERM OF AGREEMENT. The term of this Agreement shall be deemed to have commenced as of the date hereof (the “Effective Date”) and shall continue until the anniversary of the Effective Date. Prior to that anniversary date and at each anniversary date thereafter, the Board of Directors may review this Agreement and, in its discretion, authorize extension thereof for an additional one-year period.

     2.         PAYMENTS TO THE EMPLOYEE UPON CHANGE IN CONTROL.

    (a)        Upon the occurrence of a change in control of the Bank or the Holding Company (as herein defined) at any time during the term of this Agreement followed within 12 months by the involuntary termination of the Employee’s employment with the Bank, other than for cause (as defined in Section 2(d) hereof) whether or not such termination occurs during the term of this Agreement, the provisions of Section 3 shall apply.

    (b)        A “change in control” of the Bank or the Holding Company shall mean an acquisition of “control” of the Holding Company or of the Bank within the meaning of 12 C.F.R. §574.4(a) (other than a change of control resulting from a trustee or other fiduciary holding shares of capital stock of the Holding Company under an employee benefit plan of the Holding Company or any of its subsidiaries).

    (c)        The Employee’s employment under this Agreement may be terminated at any time by the Board of Directors of the Bank. The terms “involuntary termination” or “involuntarily terminated” in this Agreement shall refer to the termination of the employment of Employee without his or her express written consent. In addition, a material diminution of or interference with the Employee’s duties, responsibilities and benefits shall be deemed and shall constitute an involuntary termination of employment to the same extent as express notice of such involuntary termination. By way of example and not by way of limitation, any of the following actions, if unreasonable and materially adverse to the Employee, shall constitute such diminution or interference unless consented to in writing by the Employee: (1) the requirement that the Employee perform his or her principal employment duties more than thirty-five (35) miles from his or her primary office as of the date of the change in control; (2) a material reduction in the Employee’s salary, perquisites, contingent benefits or vacation time as in effect on the date of the change in control as the same may be changed by mutual agreement from time to time, unless part of an institution-wide reduction; (3) the assignment to the Employee of duties and responsibilities materially different from those normally associated with his or her position as referenced in this Agreement; or (4) a material diminution or reduction in the Employee’s responsibilities or authority (including reporting responsibilities) in connection with his or her employment with the Bank.

    (d)               The Employee shall not have the right to receive termination benefits pursuant to Section 3 hereof upon termination for cause. For purposes of this Agreement, termination for “cause” shall include termination because of, in the good faith determination of the Board of Directors of the Bank, the Employee’s personal dishonesty, incompetence, willful misconduct, breach of a fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than a law, rule or regulation relating to traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of this Agreement. Notwithstanding the foregoing, the Employee shall not be deemed to have been terminated for cause unless and until there shall have been delivered to the Employee a copy of a resolution, duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board of Directors of the Bank at a meeting of the Board called and held for such purpose (after reasonable notice to the Employee and an opportunity for the Employee, together with the Employee’s counsel, to be heard before the Board), such meeting and the opportunity to be heard to be held prior to, or as soon as reasonably practicable following, termination, but in no event later than 60 days following such termination, finding that in the good faith opinion of the Board the Employee was guilty of conduct constituting “cause”

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as set forth above and specifying the particulars thereof in detail. If, following such meeting, the Employee is reinstated, he or she shall be entitled to receive back pay for the period following termination and continuing through reinstatement.

     3.         TERMINATION BENEFITS.

    (a)        If during the term of this Agreement there is a change in control of the Bank or the Holding Company, and within 12 months following such change in control there is an involuntary termination of the Employee’s employment with the Bank, other than for cause, whether or not such termination occurs during the term of this Agreement, the Bank shall pay to the Employee in a lump sum in cash within 25 business days after the date of severance of employment an amount equal to 100 percent of the Employee’s “base amount” of compensation, as defined in Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended (“Code”).

    (b)        If during the term of this Agreement there is a change in control, and within 12 months following such change in control there is an involuntary termination of the Employee’s employment, other than for cause, whether or not such termination occurs during the term of this Agreement, the Bank shall cause to be continued life, health and disability coverage substantially identical to the coverage maintained by the Bank for the Employee prior to his or her severance. Subject to applicable federal and state laws, such coverage shall cease upon the earlier of the Employee’s obtaining similar coverage by another employer or twelve (12) months from the date of the Employee’s termination. In the event the Employee obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Employee prior to termination for the balance of the twelve (12) month period.

     4.         CERTAIN REDUCTION OF PAYMENTS BY THE BANK.

    (a)        Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Bank to or for the benefit of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be nondeductible (in whole or part) by the Bank for Federal income tax purposes because of Section 280G of the Code, then the aggregate present value of amounts payable or distributable to or for the benefit of the Employee pursuant to this Agreement (such amounts payable or distributable pursuant to this Agreement are hereinafter referred to as “Agreement Payments”) shall be reduced to the Reduced Amount. The “Reduced Amount” shall be an amount, not less than zero, expressed in present value which maximizes the aggregate