LINCOLN BANCORP /IN/
NON-QUALIFIED STOCK OPTION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.17
<SEQUENCE>5
<FILENAME>linex1017_0316.txt
<DESCRIPTION>NON-QUALIFIED STOCK OPTION AGREEMENT
<TEXT>
                                                                  Exhibit 10(17)

                                                        ----------------, ------


                      NON-QUALIFIED STOCK OPTION AGREEMENT
                   UNDER THE LINCOLN BANCORP STOCK OPTION PLAN


---------------:

     You are hereby granted the option to purchase a total of ________ shares of
the Common Stock,  without par value ("Common Stock"), of Lincoln Bancorp ("LB")
over the next ten years pursuant to LB's Stock Option Plan (the "Plan"),  on the
following terms and conditions:

     1. The purchase  price of the shares of Common Stock subject to this option
is $_____ per share.  You must pay this purchase  price in cash at the time this
option is exercised;  provided,  however  that,  with the approval of LB's Stock
Compensation  Committee  (the  "Committee"),  you may  exercise  your  option by
tendering  to LB  whole  shares  of LB's  Common  Stock  owned  by  you,  or any
combination of whole shares of LB's Common Stock owned by you and cash, having a
fair market value equal to the cash exercise price of the shares with respect to
which the option is exercised by you. For this  purpose,  any shares so tendered
shall be  deemed  to have a fair  market  value  equal to the mean  between  the
highest and lowest quoted  selling prices for the shares on the date of exercise
of the option (or if there  were no sales on such date the  weighted  average of
the means  between the highest and lowest quoted  selling  prices on the nearest
date before and the nearest date after the date of exercise of the  option),  as
reported in The Wall  Street  Journal or a similar  publication  selected by the
Committee.  To exercise  this option,  you must send written  notice to the LB's
Secretary at the address noted in Section 10 hereof. Such notice shall state the
number of shares  in  respect  of which  the  option is being  exercised,  shall
identify the option  exercised as a  non-qualified  stock  option,  and shall be
signed by the person or persons so exercising  the option.  Such notice shall be
accompanied  by payment of the full cash option price for such shares or, if the
Committee has authorized  the use of the stock swap feature  provided for above,
such  notice  shall be followed as soon as  practicable  by the  delivery of the
option price for such  shares.  Certificates  evidencing  shares of Common Stock
will not be  delivered  to you  until  payment  has  been  made.  Under  certain
circumstances,  the Plan  permits  you to  deliver  a notice  to your  broker to
deliver  the cash to LB upon the receipt of such cash from the sale of LB Common
Stock.  Contact the Secretary of LB for further information about this procedure
if you are interested in it.

     2. The term of this option (the "Option Term") shall be for a period of ten
years from the date of this letter,  subject to earlier  termination as provided
in paragraphs 3 and 4 hereof.  Except as otherwise  provided  below,  the option
shall  become  exercisable  with respect to the first 20% of the total number of
shares covered hereby on the first  anniversary of the date of this letter,  and
the option shall become  exercisable with respect to the second,  third,  fourth
and  fifth  20%  of  such  shares  on  the  second,   third,  fourth  and  fifth
anniversaries, respectively, of the date of this letter. When the option becomes
exercisable  with  respect to any shares of Common  Stock,  those  shares may be
purchased  at any  time,  or from time to time,  in whole or in part,  until


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the  Option  Term  expires,  but in no case may  fewer  than 100 such  shares be
purchased  at any one time,  except to  purchase  a  residue  of fewer  than 100
shares.  Notwithstanding the foregoing or any other provision herein, the option
may not be exercised during the first six months of the Option Term.

     3. If you cease to be an employee of LB or any of its  subsidiaries for any
reason other than retirement,  permanent and total  disability,  or death,  this
option  shall  forthwith  terminate.  If  your  employment  by LB or  any of its
subsidiaries is terminated by reason of retirement (which means such termination
of employment as shall entitle you to early or normal retirement  benefits under
any  then  existing  pension  plan  of LB or one of its  subsidiaries),  you may
exercise  this  option  to the  extent  it was  exercisable  at the date of your
retirement in whole or in part within three years after such retirement, but not
later than the date upon which this option  would  otherwise  expire;  provided,
however,  that if you are a director or a director  emeritus at the time of your
retirement,  you may exercise this option in whole or in part until the later of
(a) three  years  after your date of  retirement  or (b) six  months  after your
service as a director and/or director  emeritus  terminates,  but not later than
the date upon which this option would  otherwise  expire.  If you cease to be an
employee of LB or any of its  subsidiaries  because of your  permanent and total
disability,  you may exercise this option in whole or in part at any time within
one year after such termination of employment by reason of such disability,  but
not later than the date upon which this option would otherwise expire.

     4. If you die while employed by LB or any of its subsidiaries, within three
years after the  termination of your  employment  because of retirement  (or, if
later,  six months  following  your  termination  of  service  as a director  or
director  emeritus  of LB),  or within  one year after the  termination  of your
employment  because  of  permanent  and total  disability,  this  option  may be
exercised  in  whole  or in part  by your  executor,  administrator,  or  estate
beneficiaries  at any time  within one (1) year after the date of your death but
not later than the date upon which this option would otherwise expire.

     5. This option is  non-transferable  otherwise  than by will or the laws of
descent and distribution or pursuant to a qualified domestic relations order. It
may be exercised only by you or your  guardian,  if any, or, if you die, by your
executor,  administrator,  or  beneficiaries  of your estate who are entitled to
your option.

     6. All rights to exercise this option will expire,  in any event, ten years
from the date of this letter.

     7.  Certificates  evidencing shares issued upon exercise of this option may
bear a  legend  setting  forth  among  other  things  such  restrictions  on the
disposition  or  transfer  of the  shares of LB as LB may deem  consistent  with
applicable federal and state laws.

     8.  Nothing  in  this  option  shall  restrict  the  right  of  LB  or  its
subsidiaries to terminate your employment at any time with or without cause.

     9. This option is subject to all the terms,  provisions  and  conditions of
the Plan, which is incorporated herein by reference,  and to such regulations as
may from time to time be adopted by the  Committee.  A copy of the Plan has been
furnished to you and an additional copy


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may be obtained from LB. In the event of any conflict  between the provisions of
the Plan and the provisions of this letter, the terms, conditions and provisions
of the Plan  shall  control,  and this  letter  shall be deemed  to be  modified
accordingly.

     10.  All  notices  by you to LB and  your  exercise  of the  option  herein
granted,  shall be addressed to Lincoln  Bancorp,  P.O. Box 510,  1121 East Main
Street, Plainfield,  Indiana 46168, Attention:  Secretary, or such other address
as LB may, from time to time, specify.

     11. This option may not be  exercised  until LB has been advised by counsel
that all other applicable legal requirements have been met.


                                        Very truly yours,

                                        LINCOLN BANCORP



                                         By:
                                            ------------------------------------
                                            T. Tim Unger, President and
                                            Chief Executive Officer


Accepted on the date above written



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