FIRST LINCOLN BANCSHARES INC S-1

FORM S-1

EXHIBIT 1.1 -- ENGAGEMENT LETTER

EXHIBIT 2.1 -- PLAN OF CONVERSION

EXHIBIT 3.1 -- CERTIFICATE OF INCORPORATION

EXHIBIT 3.2 -- BYLAWS

EXHIBIT 4.0 -- DRAFT STOCK CERTIFICATE

EXHIBIT 5.0 -- DRAFT OPINION OF MULDOON MURPHY

EXHIBIT 5.1 -- DRAFT OPINION OF MORRIS, NICHOLS

EXHIBIT 8.0 -- DRAFT OPINION OF MULDOON MURPHY

EXHIBIT 8.1 -- DRAFT OPINION OF KPMG PEAT MARWICK

EXHIBIT 10.1 -- STOCK OWNERSHIP PLAN

EXHIBIT 10.2 -- DRAFT ESOP LETTER/DOCUMENTS

EXHIBIT 10.5 -- CONTROL AGREEMENT

EXHIBIT 10.6 -- CONTROL AGREEMENT

EXHIBIT 10.7 -- SEVERANCE COMPENSATION PLAN

EXHIBIT 10.8 - SUPPLEMENTAL EXEC. RETIREMENT PLAN

EXHIBIT 10.9 -- PROPOSED EXEC. RETIREMENT PLAN

EXHIBIT 10.10 -- CONSULTATION PLAN

EXHIBIT 23.1 -- CONSENT OF KPMG PEAT MARWICK

EXHIBIT 23.2 -- CONSENT OF MULDOON MURPHY

EXHIBIT 23.3 -- CONSENT OF MORRIS, NICHOLS, ARSHT

EXHIBIT 23.4 -- CONSENT OF KELLER & COMPANY, INC.

EXHIBIT 24.1 -- POWERS OF ATTORNEY

EXHIBIT 27.0 -- FINANCIAL DATA SCHEDULE