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AMENDMENT ONE TO THE IRWIN
FINANCIAL CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT
PLAN FOR
THIS AMENDMENT
NUMBER ONE is hereby executed on behalf of Irwin Financial
Corporation (“Company”), effective January 31,
2009.
Effective as of
April 25, 2002, the Irwin Financial Corporation Board of
Directors established a supplemental executive retirement plan for
[NAMED EXECUTIVE], to provide upon his retirement certain
company-provided benefits that are not provided under the Irwin
Financial Corporation Employees’ Pension Plan (“Pension
Plan”) due to the limitations imposed by Sections 415
and 401(a)(17) of the Internal Revenue Code.
The original
supplemental executive retirement plan was most recently amended
and restated, effective January 1, 2005, to freeze the plan as
it existed as of December 31, 2004 and to simultaneously
establish a new deferred compensation plan (the “Plan”)
to provide for the accrual of benefits on and after January 1,
2005 in the same manner as those benefits accrued prior to the
freezing of the original plan.
Effective
January 31, 2009, the Irwin Financial Corporation Board of
Directors resolved to freeze the accrual of benefits under the
Pension Plan, as well as to freeze the accrual of additional
benefits under the supplemental executive retirement plans,
including the Plan.
Pursuant to
Section Five of the Plan, the Plan may be wholly or partially
amended or otherwise modified at any time by the Board of Directors
of the Company, and the Plan may be terminated at any time by the
Board of Directors of the Company, provided that no amendment
to
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