lin_8k0907ex106.htm


    

      Exhibit
        10.6

       

      AMENDED
        AND RESTATED CHANGE IN CONTROL AGREEMENT

       

      This
        Amended and Restated Change in Control Agreement (“Agreement”)
        is made and entered into as of this 1st day of October, 2007, but effective
        as
        of August 15, 2006, by and between Lincoln Bank, an Indiana commercial 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 11(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 Doug Bennett whose
        residence address is 2517 Caray Court, Bloomington, Indiana 47401 (the
“Employee”).

       

      Whereas,
        the Employee is currently serving as Senior Vice President, Business
        Development, 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;

       

      Whereas,
        the current Special Termination Agreement dated as of January 1, 2007, between
        the Bank and Employee needs to be revised to address certain tax changes
        made
        under Section 409A of the Internal Revenue Code of 1986, as amended, and
        the
        parties wish to restate that agreement to make such changes; 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 August 15,
        2006
        (the “Effective Date”), and shall continue until January 1,
        2008. Prior to January 1, 2008, 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.

       


      
        
          
          

        

        
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      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 or voluntary termination of the Employee’s employment
        with the Bank, whether or not such termination occurs during the term of
        this
        Agreement, the provisions of Section 3 shall apply.

       

      (b)           A
        “change in control” shall mean any of the
        following:

       

      (i)
a
        change in the ownership of
        the Bank or the Holding Company, which shall occur on the date that any one
        person, or more than one person acting as a group, acquires ownership of
        stock
        of the Bank or the Holding Company that, together with stock held by such
        person
        or group, constitutes more than fifty percent (50%) of the total fair market
        value or total voting power of the stock of the Bank or the Holding
        Company.  Such acquisition may occur as a result of a merger of the
        Holding Company or the Bank into another entity which pays consideration
        for the
        shares of capital stock of the Holding Company or the Bank in the merger
        or as a
        result of a merger of another entity into the Holding Company or the Bank
        if the
        entity’s shareholders as a group acquire or receive over 50% of the total fair
        market value or total voting power of the stock of the entity resulting from
        the
        merger.  However, if any one person, or more than one person acting as
        a group, is considered to own more than fifty percent (50%) of the total
        fair
        market value or total voting power of the stock of the Bank or the Holding
        Company, the acquisition of additional stock by the same person or persons
        is
        not considered to cause a change in the ownership of the Bank or the Holding
        Company (or to cause a change in the effective control of the Bank or the
        Holding Company (within the meaning of subsection (ii)).  An increase
        in the percentage of stock owned by any one person, or persons acting as
        a
        group, as a result of a transaction in which the Bank or the Holding Company
        acquires its stock in exchange for property will be treated as an acquisition
        of
        stock for purposes of this subsection.  This subsection applies only
        when there is a transfer of stock of the Bank or the Holding Company (or
        issuance of stock of the Bank or the Holding Company) and stock in the Bank
        or
        the Holding Company remains outstanding after the transaction.

       

      (ii)
a
        change in the effective
        control of the Bank or the Holding Company, which shall occur only on the
        date
        new directors are added to the Holding Company’s board of directors as a result
        of a merger transaction involving the Holding Company or the Bank, respectively,
        and as a result of such replacement the Holding Company’s or the Bank’s
        directors, respectively, before the merger constitute 50% or less of the
        total
        directors of the Holding Company or the Bank immediately following the merger;
        provided, however, that this provision shall not apply if another
        corporation is a majority shareholder of the Holding Company.  If any
        one person, or more than one person acting as a group, is considered to
        effectively control the Bank or the Holding Company, the acquisition of
        additional control of the Bank or the Holding Company by the same person
        or
        persons is not considered to cause a change in the

       


      
        
          
          

        

        
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      effective
        control of the Bank or the Holding Company (or to cause a change in the
        ownership of the Bank or the Holding Company within the meaning of subsection
        (i) of this section).

       

      (iii)
a
        change in the ownership
        of a substantial portion of the Bank’s assets, which shall occur on the date
        that any one person, or more than one person acting as a group, acquires
        (or has
        acquired during the 12 month period ending on the date of the most recent
        acquisition by such person or persons) assets from the Bank that have a total
        gross fair market value equal to or more than forty percent (40%) of the
        total
        gross fair market value of all of the assets of the Bank immediately before
        such
        acquisition or acquisitions.  For this purpose, gross fair market
        value means the value of the assets of the Bank, or the value of the assets
        being disposed of, determined without regard to any liabilities associated
        with
        such assets.  No change in control event occurs under this subsection
        (iii) when there is a transfer to an entity that is controlled by the
        shareholders of the Bank immediately after the transfer.  A transfer
        of assets by the Bank is not treated as a change in the ownership of such
        assets
        if the assets are transferred to –

       

      1)                 a
        shareholder of the Bank (immediately before the asset transfer) in exchange
        for
        or with respect to its stock;

       

      2)                 an
        entity, 50 percent or more of the total value or voting power of which is
        owned,
        directly or indirectly, by the Bank.

       

      3)                 a
        person, or more than one person acting as a group, that owns, directly or
        indirectly, 50 percent or more of the total value or voting power of all
        the
        outstanding stock of the Bank; or

       

      4)                 an
        entity, at least 50 percent of the total value or voting power of which is
        owned, directly or indirectly, by a person described in paragraph
        (iii).

       

      For
        purposes of this subsection (iii) and except as otherwise provided in paragraph
        1) above, a person’s status is determined immediately after the transfer of the
        assets.

       

      (iv)
For
        purposes of this
        section, persons will not be considered to be acting as a group solely because
        they purchase or own stock of the same corporation at the same time, or as
        a
        result of the same public offering.  Persons will be considered to be
        acting as a group if they are owners of a corporation that enters into a
        merger,
        consolidation, purchase or acquisition of stock, or similar business transaction
        with the Bank or the Holding Company.

       

      (c)           The
        Employee’s employment under this Agreement may be terminated at any time by the
        Board of Directors of the Bank.  If the Employee’s employment is
        terminated for any reason prior to a change in control, no benefits shall
        be
        payable under this Agreement.

       

      (d)           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

       


      
        
          
          

        

        
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      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.

       

      3.           Payments
        Upon a Change in Control.

       

      (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, 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 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.

       

      (c)           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,
        the
        Employee voluntarily terminates his or her employment, whether or not such
        voluntary termination of employment occurs during the term of this Agreement,
        the Bank shall continue to pay Employee his or her base compensation and
        shall
        continue to provide life, health and disability coverage maintained for the
        Employee prior to his or her voluntary termination of employment for any
        remaining portion of the period ending 12 months following such change in
        control; provided, however, that subject to applicable federal
        and

       


      
        
          
          

        

        
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      state
        laws, such life, health and disability coverage shall cease upon Employee’s
        obtaining substantially similar coverage from another employer.

       

      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 present value of
        Agreement Payments without causing any Payment to be nondeductible by the
        Bank
        because of Section 280G of the Code.  For purposes of this Section 4,
        present value shall be determined in accordance with Section 280G(d)(4) of
        the
        Code.

       

      (b)           All
        determinations required to be made under this Section 4 shall be made by
        the
        Bank’s independent auditors, or at the election of such auditors by such other
        firm or individuals of recognized expertise as such auditors may select (such
        auditors or, if applicable, such other firm or individual, are hereinafter
        referred to as the “Advisory Firm”). The Advisory Firm shall
        within ten business days of the date of termination of the Employee’s employment
        by the Bank or the Holding Company resulting in benefit payments hereunder
        (the
“Date of Termination”), or at such earlier time as is requested
        by the Bank, provide to both the Bank and the Employee an opinion (and detailed
        supporting calculations) that the Bank has substantial authority to deduct
        for
        federal in­come tax purposes the full amount of the Agreement Payments and
        that the Employee has substantial authority not to report on his or her federal
        income tax return any excise tax imposed by Section 4999 of the Code with
        respect to the Agreement Payments.  Any such determination and opinion
        by the Advisory Firm shall be binding upon the Bank and the
        Employee.  The Employee shall determine which and how much, if any, of
        the Agreement Payments shall be eliminated or reduced consistent with the
        requirements of this Section 4, provided that, if the Employee does not make
        such determination within ten business days of the receipt of the calculations
        made by the Advisory Firm, the Bank shall elect which and how much, if any,
        of
        the Agreement Payments shall be eliminated or reduced consistent with the
        requirements of this Section 4 and shall notify the Employee promptly of
        such
        election.  Within five business days of the earlier of (i) the Bank’s
        receipt of the Employee’s determination pursuant to the immediately preceding
        sentence of this Agreement or (ii) the Bank’s election in lieu of such
        determination, the Bank shall pay to or distribute to or for the benefit
        of the
        Employee such amounts as are then due the Employee under this
        Agreement.  The Bank and the Employee shall cooperate fully with the
        Advisory Firm, including without limitation providing to the Advisory Firm
        all
        information and materials reasonably requested by it, in connection with
        the
        making of the determinations required under this Section 4.

       


      
        
          
          

        

        
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      (c)           As
        a result of uncertainty in application of Section 280G of the Code at the
        time
        of the initial determination by the Advisory Firm hereunder, it is possible
        that
        Agreement Payments will have been made by the Bank which should not have
        been
        made (“Overpayment”) or that additional Agreement Payments will
        not have been made by the Bank which should have been made
        (“Underpayment”), in each case, consistent with the
        calculations required to be made hereunder.  In the event that the
        Advisory Firm, based upon the assertion by the Internal Revenue Service against
        the Employee of a deficiency which the Advisory Firm believes has a high
        probability of success, determines that an Overpayment has been made, any
        such
        Overpayment paid or distributed by the Bank to or for the benefit of Employee
        shall be treated for all purposes as a loan abinitio which the
        Employee shall repay to the Bank together with interest at the applicable
        federal rate provided for in Section 7872(f)(2) of the Code; provided,
        however, that no such loan shall be deemed to have been made and no amount
        shall be payable by the Employee to the Bank if and to the extent such deemed
        loan and payment would not either reduce the amount on which the Employee
        is
        subject to tax under Section 1 and Section 4999 of the Code or generate a
        refund
        of such taxes.  In the event that the Advisory Firm, based upon
        controlling precedent or other substantial authority, determines that an
        Underpayment has occurred, any such Underpayment shall be promptly paid by
        the
        Bank to or for the benefit of the Employee together with interest at the
        applicable federal rate provided for in Section 7872(f)(2) of the
        Code.

       

      5.           Required
        Regulatory Provisions.

       

      (a)           The
        Bank may terminate the Employee’s employment at any time, but any termination by
        the Bank on or after a change in control shall not prejudice the Employee’s
        right to compensation or other benefits under this Agreement.

       

      (b)           If
        the Employee is suspended and/or temporarily prohibited from participating
        in
        the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) or
        (g)(1) of the Federal Deposit Insurance Act, 12 U.S. C. §1818 (e)(3) and (g)(1),
        the Bank’s obligations under this Agreement shall be suspended as of the date of
        service, unless stayed by appropriate proceedings.  If the charges in
        the notice are dismissed, the Bank may in its discretion (i) pay the Employee
        all or part of the compensation withheld while its obligations under this
        Agreement were suspended, and (ii) reinstate (in whole or in part) any of
        the
        obligations which were suspended.

       

      (c)           If
        the Employee is removed from office and/or permanently prohibited from
        participating in the conduct of the Bank’s affairs by an order issued under
        Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act, 12 U.S.C.
§
1818(e)(4) or (g)(1), all obligations of the Bank under this Agreement shall
        terminate, as of the effective date of the order, but vested rights of the
        parties shall not be affected.

       

      (d)           If
        the Bank is in default (as defined in Section 3(x)(1) of the Federal Deposit
        Insurance Act), all obligations under this Agreement shall terminate as of
        the
        date of default, but this provision (d) shall not affect any vested rights
        of
        the parties.

       

      (e)           All
        obligations under this Agreement may be terminated, except to the extent
        determined that continuation of this Agreement is necessary for the continued
        operation of the Bank: (i) by the Director of the Indiana Department of
        Financial Institutions (the

       


      
        
          
          

        

        
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      “Director”),
        or his or her designee, at the time the Federal Deposit Insurance Corporation
        enters into an agreement to provide assistance to or on behalf of the Bank
        under
        the authority contained in Section 13(c) of the Federal Deposit Insurance
        Act,
        12 U.S.C. §1823(c), or (ii) by the Director, or his or her designee, at the time
        the Director or his or her designee approves a supervisory merger to resolve
        problems related to operation of the Bank or when the Bank is determined
        by the
        Director to be in an unsafe or unsound condition.  Any rights of the
        parties that have already vested, however, shall not be affected by any such
        action.

       

      6.           Reinstatement
        of Benefits Under Section 3.    In
        the event the Employee is suspended and/or temporarily prohibited from
        participating in the conduct of the Bank’s affairs by a notice described in
        Section 5(b) hereof (the “Notice”) during the term of this
        Agreement and a change in control occurs, the Bank will assume its obligation
        to
        pay and the Employee will be entitled to receive all of the termination benefits
        provided for under Section 3 of this Agreement upon the Bank’s receipt of a
        dismissal of charges in the Notice.

       

      7.           Effect
        on Prior Agreements and Existing Benefit Plans.    This
        Agreement contains the entire understanding between the parties hereto and
        supersedes any prior agreement between the Bank and the Employee, including
        the
        Special Termination Agreement dated January 1, 2007, between the Bank and
        the
        Employee which shall be void and without further force and effect from and
        after
        the date hereof.

       

      8.           No
        Attachment.

       

      (a)           Except
        as required by law, no right to receive payments under this Agreement shall
        be
        subject to anticipation, commutation, alienation, sale, assignment, encumbrance,
        charge, pledge, or hypothecation, or to execution, attachment, levy, or similar
        process or assignment by operation of law, and any attempt, voluntary or
        involuntary, to affect any such action shall be null, void, and of no
        effect.

       

      (b)           This
        Agreement shall be binding upon, and inure to the benefit of, the Employee,
        the
        Bank and their respective successors and assigns.

       

      9.           Modification
        and Waiver.

       

      (a)           This
        Agreement may not be modified or amended except by an instrument in writing
        signed by the parties hereto.

       

      (b)           No
        term or condition of this Agreement shall be deemed to have been waived,
        nor
        shall there be any estoppel against the enforcement of any provision of this
        Agreement, except by written instrument of the party charged with such waiver
        or
        estoppel.  No such written waiver shall be deemed a continuing waiver
        unless specifically stated therein, and each such waiver shall operate only
        as
        to the specific term or condition waived and shall not constitute a waiver
        of
        such term or condition for the future or as to any act other than that
        specifically waived.

       

      10.           NO
        MITIGATION.    Except
        as expressly provided herein, the amount of any payment or benefit provided
        for
        in this Agreement shall not be reduced by any compensation earned by the
        Employee as the result of employment by another employer, by retirement benefits
        after the date of termination or otherwise.

       


      
        
          
          

        

        
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      11.           No
        Assignments.

      (a)           This
        Agreement is personal to each of the parties hereto, and neither party may
        assign or delegate any of its rights or obligations hereunder without first
        obtaining the written consent of the other party; provided, however,
        that the Bank will require any successor or assign (whether direct or indirect,
        by purchase, merger, consolidation or otherwise) to all or substantially
        all of
        the business and/or assets of the Bank, by an assumption agreement in form
        and
        substance satisfactory to the Employee, to expressly assume and agree to
        perform
        this Agreement in the same manner and to the same extent that the Bank would
        be
        required to perform it if no such succession or assignment had taken
        place.  Failure of the Bank to obtain such an assumption agreement
        prior to the effectiveness of any such succession or assignment shall be
        a
        breach of this Agreement and shall entitle the Employee to compensation from
        the
        Bank in the same amount and on the same terms as the compensation pursuant
        to
        Section 3 hereof.  For purposes of implementing the provisions of this
        Section 11(a), the date on which any such succession becomes effective shall
        be
        deemed the Date of Termination.

       

      (b)           This
        Agreement and all rights of the Employee hereunder shall inure to the benefit
        of
        and be enforceable by the Employee’s personal and legal representatives,
        executors, administrators, successors, heirs, distributees, devisees and
        legatees.  If the Employee should die while any amounts would still be
        payable to the Employee hereunder if the Employee had continued to live,
        all
        such amounts, unless otherwise provided herein, shall be paid in accordance
        with
        the terms of this Agreement to the Employee’s devisee, legatee or other designee
        or if there is no such designee, to the Employee’s estate.

       

      12.           Notice.    For
        the purposes of this Agreement, notices and all other communications provided
        for in the Agreement shall be in writing and shall be deemed to have been
        duly
        given when personally delivered or sent by certified mail, return receipt
        requested, postage prepaid, addressed to the respective addresses set forth
        on
        the first page of this Agreement (provided that all notices to the Bank shall
        be
        directed to the attention of the Board of Directors of the Bank with a copy
        to
        the Secretary of the Bank), or to such other address as either party may
        have
        furnished to the other in writing in accordance herewith.

       

      13.           Amendments.    No
        amendments or additions to this Agreement shall be binding unless in writing
        and
        signed by both parties, except as herein otherwise provided.

       

      14.           Paragraph
        Headings.    The
        paragraph headings used in this Agreement are included solely for convenience
        and shall not affect, or be used in connection with, the interpretation of
        this
        Agreement.

       

      15.           Severability.    The
        provisions of this Agreement shall be deemed severable and the invalidity
        or
        unenforceability of any provision shall not affect the validity or
        enforceability of the other provisions hereof.

       

      16.           Governing
        Law.    This
        Agreement shall be governed by the laws of the United States to the extent
        applicable and otherwise by the laws of the State of Indiana.

       


      
        
          
          

        

        
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      17.           Arbitration.    Any
        dispute or controversy arising under or in connection with this Agreement
        shall
        be settled exclusively by arbitration in accordance with the rules of the
        American Arbitration Association then in effect.  Judgment may be
        entered an the arbitrator’s award in any court having jurisdiction.

       

      18.           Reimbursement.    If
        in any event it is determined by a court of competent jurisdiction or by
        an
        arbitrator pursuant to Section 17 that the Bank has failed to make timely
        payment of any amounts owed to the Employee under this Agreement, the Employee
        shall be entitled to reimbursement for all reasonable costs, including
        attorneys’ fees, incurred in challenging such termination or collecting such
        amounts.  Such reimbursement shall be in addition to all rights to
        which the Employee is otherwise entitled under this Agreement.

       

      19.           Specified
        Employee Limits.

       

      (a)           To
        the extent the Employee is a “specified employee” (as defined below), any
        payments due to the Employee upon his separation from service with the Bank
        under this Agreement shall begin no sooner than six months after the Employee’s
        separation from service; provided, however, that any payments not made
        during the six month period described in this Section 19 shall be made in
        a
        single lump sum as soon as administratively practicable after the expiration
        of
        such six month period; provided, further, that the six month delay required
        under this Section 25(a) shall not apply to the portion of any payment resulting
        from the Employee’s “involuntary separation from service” (as defined in
        Treasury Reg. Section 1.409A-1(n) and including a “separation from service
        for good reason,” as defined in Treasury Reg. Section 1.409A-1(n)(2)) that
        (i) is payable no later than the last day of the second year following the
        year
        in which the separation from service occurs, and (ii) does not exceed two
        times
        the lesser of (1) the Employee’s annualized compensation for the year prior to
        the year in which the separation from service occurs, or (2) the dollar limit
        described in Section 401(a)(17) of the Code.

       

      (b)           To
        the extent any life, health, disability or other welfare benefit coverage
        provided to the Employee under this Agreement would be taxable to the Employee,
        the taxable amount of such coverage shall not exceed the applicable dollar
        amount under Section 402(g)(1)(B) of the Code determined as of the year in
        which the Employee’s separation from service occurs.  The intent of
        the foregoing sentence is to permit the Lincoln Bancorp and the Bank to treat
        the provision of such benefits as a limited payment under Treasury Reg.
        Section 1.409A-1(a)(9)(v)(D) so as to avoid application of the six month
        delay rule for specified employees.  For purposes of this Agreement,
        the phrase “separation from service” shall be as defined in Treasury Reg.
        Section 1.409A-1(h).

       

      (c)           For
        purposes of this Agreement, the term “specified employee” shall have the meaning
        set forth in Treasury Reg. Section 1.409A-1(i) and shall include, without
        limitation, (1) an officer of the Bank or Lincoln Bancorp having annual
        compensation greater than $130,000 (as adjusted for inflation under the Code),
        (2) a five percent owner of the Bank or Lincoln Bancorp, or (3) a one percent
        owner of the Bank or Lincoln Bancorp having annual compensation of more than
        $150,000.  The determination of whether the Employee is a “specified
        employee” shall be made by the Bank in good faith applying the applicable
        Treasury regulations.

       


      
        
          
          

        

        
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      IN
        WITNESS WHEREOF, the parties have executed this Amended and Restated Change
        in
        Control Agreement as of the day and year first above written.

       

      THIS
        AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED
        BY THE
        PARTIES.

      


       

      
        	 	
                “Bank”

              
	 	 	 
	 	
                Lincoln
                  Bank

              
	 	 	 
	 	
                By:

              	
                /s/
                  Jerry R. Engle

              
	 	 	
                Jerry
                  R. Engle, President

              
	 	 	 
	 	
                “Employee”

              
	 	 	 
	 	
                /s/
                  Doug Bennett

              
	 	
                Doug
                  Bennett

              
	 	 	 


      

      


      The
        undersigned, Lincoln Bancorp, sole shareholder of Bank, agrees that if it
        shall
        be determined for any reason that any obligation on the part of Bank to continue
        to make any payments due under this Agreement to Employee is unenforceable
        for
        any reason, Lincoln Bancorp agrees to honor the terms of this Agreement and
        continue to make any such payments due hereunder to Employee or to satisfy
        any
        such obligation pursuant to the terms of this Agreement, as though it were
        the
        Bank hereunder.

       

      


      
        	 	
                Lincoln
                  Bancorp

              
	 	 	 
	 	 	 
	 	
                By:

              	
                /s/
                  Jerry R. Engle

              
	 	 	
                Jerry
                  R. Engle, President

              


      

      


      
 

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        9