SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

EXHIBIT 10.2

SECOND AMENDMENT TO

EMPLOYMENT AGREEMENT

Second Amendment (the “Amendment”), to the Employment Agreement, dated as of February 26, 2008 (as amended, the “Agreement”), by and between The XxXxxxx Savings Bank (the “Bank”) and Xxxxxxx X. Xxxxxxxx (the “Executive”) is effective as of July 12, 2011.  Capitalized terms which are not defined herein shall have the same meaning as set forth in the Agreement.

W I T N E S S E T H:

WHEREAS, the parties desire to amend the Agreement to reflect that the Executive has been promoted to serve as President of the Company and Bank; and

NOW, THEREFORE, in consideration of the premises, the mutual agreements herein set forth and such other consideration the sufficiency of which is hereby acknowledged, the Bank and the Executive hereby agree as follows:

Section 1.  All References to Chief Financial Officer shall be changed to President and Chief Financial Officer.  The Agreement is amended to replace all references to “Chief Financial Officer” with “President and Chief Financial Officer.”

Section 2.  Effectiveness.  This Amendment shall be deemed effective as of the date above written, as if executed on such date.  Except as expressly set forth herein, this Amendment shall not by implication or otherwise alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect and shall be otherwise unaffected.

Section 3.  Governing Law.  This Amendment and the rights and obligations hereunder shall be governed by and construed in accordance with the laws of the State of Indiana.

Section 4.  Counterparts.  This Amendment may be executed in any number of counterparts, each of which shall for all purposes be deemed an original, and all of which together shall constitute but one and the same instrument.

IN WITNESS WHEREOF, the Bank and the Executive have duly executed this Amendment as of the day and year first written above.

	THE XXXXXXX SAVINGS BANK
By:	/s/ Xxx X. Xxxxx
	Name: Xxx X. Xxxxx
	Title: Chief Executive Officer
	XXXXXXX BANCORP, INC.
By:	/s/ Xxx X. Xxxxx
	Name: Xxx X. Xxxxx
	Title: Chief Executive Officer
	EXECUTIVE
	/s/ Xxxxxxx X. Xxxxxxxx
	Xxxxxxx X. Xxxxxxxx