Share Pledge Agreement

Exhibit 10(2)


SHARE PLEDGE AGREEMENT


between


TRUST UNDER
OWEN COMMUNITY BANK, S.B.
STOCK OWNERSHIP PLAN AND TRUST AGREEMENT


and


HOME FINANCIAL BANCORP


Dated: July 1, 1996


SHARE PLEDGE AGREEMENT


THIS SHARE PLEDGE AGREEMENT (this "Agreement" or "Share Pledge Agreement"), dated as of July 1, 1996, between the Trust (the "Trust") established pursuant to the provisions of OWEN COMMUNITY BANK, S.B. EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST AGREEMENT (EFFECTIVE AS OF JULY 1, 1996) (the "Plan") by COMMUNITY TRUST & INVESTMENT COMPANY, INC., as Trustee ("Trustee"), and HOME FINANCIAL BANCORP an Indiana corporation (the "Company").


WITNESSETH:


WHEREAS, contemporaneously herewith, the Trust and the Company have entered into that certain Exempt Loan and Share Purchase Agreement (the "Loan Agreement"; definitions of terms appearing in which have the same meanings herein, unless a clear contrary intention appears), dated July 1, 1996, pursuant to which the Company has agreed to lend to the Trust, and the Trust has agreed to borrow from the Company, the Trust Loan, and the Trust, to evidence its indebtedness to the Company with respect to the Trust Loan, has executed and delivered the Trust Note to the Company; and


WHEREAS, it is a condition precedent to the obligation of the Company to make the Trust Loan that, among other things, the Trust execute and deliver this Agreement to the Company,


NOW, THEREFORE, in consideration of the Loan Agreement and the Trust Loan and other good and valuable consideration (the receipt, adequacy and sufficiency of which the Trust acknowledges by its execution hereof, the Trust intending to be legally bound does hereby covenant and agree with the Company as follows:


Section 1. Pledge. To secure the due and punctual payment and performance of the obligations of the Trust hereunder and under the Loan Agreement and the Trust Note (collectively, the "Liabilities"), the Trustee on behalf of the Trust hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto the Company, its successors and assigns and hereby grants to the Company, its successors and assigns a security interest in:


(a) All Shares of Company Common Stock purchased or to be
purchased with the proceeds of the Trust Loan (collectively, the
"Pledged Shares") and the certificates representing or evidencing the
Pledged Shares, and, to the extent permitted by Section 4975(e)(7) of
the Internal Revenue Code of 1986, as amended, and Reg. ss.
54.4975-7(b)(5) promulgated thereunder, all cash, securities, interest,
dividends, rights and other property at any time and from time to time
received in respect of or in exchange for any or all of the Pledged
Shares; and


(b) all proceeds of all of the foregoing


(all such Pledged Shares, certificates, cash, securities, interest, dividends, rights and other property, and proceeds thereof, other than as released, sold or otherwise applied by the Company pursuant to


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the' terms hereof, being herein collectively called the "Collateral"), TO HAVE AND TO HOLD such Collateral, together with all rights, titles, interests, privileges and preferences appertaining or incidental thereto, forever, subject, however, to the terms, covenants and conditions hereafter set forth.


Section 2. Warranties and Covenants.


(a) The Trust represents and warrants to the Company that the
Trust is, or at the time of any future delivery, pledge, assignment or
transfer will be, the lawful owner of the Collateral, free of all
claims and liens other than the security interest hereunder, with full
right to deliver, pledge, assign and transfer the Collateral to the
Company as Collateral hereunder.


(b) So long as any of the Liabilities remain outstanding, the
Trust will, unless the Company shall otherwise consent in writing:


(i) promptly deliver to the Company from time to time
certificates representing Pledged Shares as the Trustee
acquires them and, upon request of the Company, such stock
powers and other documents, satisfactory in form and substance
to the Company, with respect to the Collateral as the Company
may reasonably request to preserve and protect, and to enable
the Company to enforce, its rights and remedies hereunder;


(ii) not create or suffer to exist any lien, security
interest or other charge or encumbrance against, in or with
respect to any of the Collateral except for the pledge
hereunder and the security interest created hereby;


(iii) not make or consent to any amendment or other
modification or waiver with respect to any of the Collateral
or enter into any agreement or permit to exist any restriction
with respect to any of the Collateral other than pursuant
hereto; and


(iv) not take or fail to take any action which would
in any manner impair the value or enforceability of the
Company's security interest in any of the Collateral.


Section 3. Care of Collateral. The Company shall be deemed to have exercised reasonable care with respect to the interest of the Trust in the custody and preservation of the Collateral if it takes such action for that purpose as the Trust shall request in writing or as it would with respect to similar assets of its own, but failure of the Company to comply with any such request shall not of itself be deemed a failure to exercise reasonable care.


Section 4. Certain Rights Regarding Collateral and Liabilities.


(a) The Company may from time to time, whether before or after any of the Liabilities shall become due and payable, without notice to the Trust, to the extent otherwise permitted (i) retain or obtain a security interest in the Collateral, to secure payment and performance of any of the


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Liabilities, (ii) retain or obtain the primary or secondary liability of any party or parties, in addition to the Trust, with respect to any of the Liabilities, (iii) extend or renew for any period (whether or not longer than the original period) or exchange any of the Liabilities or release or compromise any obligation of any nature of any party with respect thereto, and (iv) surrender, release or exchange all or any part of any property, in addition to the Collateral, securing payment and performance of any of the Liabilities, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect to any such property.


(b) The Company shall have no right to vote the Pledged Shares prior to the occurrence of an Event of Default (hereinaf ...