THE PLAN, as amended and restated herein, is hereby executed on behalf of Irwin Financial Corporation, an Indiana corporation ("Company"), effective as specifically provided herein.

PRELIMINARY INFORMATION

The Company established the Plan, effective as of July 1, 1978, and subsequently restated and amended the Plan. The Plan was most recently amended and restated in its entirety effective as of January 1, 2005, and was subsequently amended from time to time. The Plan shall comply with the Employee Retirement Income Security Act of 1974, as amended, and the Internal Revenue Code of 1986, as amended. The amendment and restatement of the Plan is conditioned on receipt of a determination letter, in a form satisfactory to the Company, from the Internal Revenue Service with respect to the Plan.

The Company has entered into a trust agreement with Fidelity Management Trust Company, as Trustee, creating a trust to hold the assets of the Plan.

ARTICLE I.

RESTATEMENT OF PLAN

The Plan is hereby amended and restated, effective as of January 1, 2008, except as otherwise specifically provided herein, for the purpose of providing retirement and other benefits to participants. Plan provisions designed to comply with Code Section 414(u) are generally amended effective December 12, 1994, in accordance with the Uniformed Services Employment and Reemployment Rights Act of 1994, as amended. Plan provisions designed to comply with certain provisions of the Small Business Job Protection Act of 1996, as amended, are generally

amended effective for Plan Years beginning on or after January 1, 1997, unless otherwise specifically provided herein. Plan provisions designed to comply with certain provisions of the Taxpayer Relief Act of 1997 are generally amended effective for Plan Years beginning on and after January 1, 1998. Plan provisions designed to comply with the Internal Revenue Service Restructuring and Reform Act of 1998 are generally amended effective for Plan Years beginning on and after January 1, 1999. Plan provisions designed to comply with the Community Renewal Tax Relief Act of 2000 are generally amended effective for Plan Years beginning on and after January 1, 2001. Plan provisions designed to comply with certain provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001 ("EGTRRA") are based on model amendments provided under Internal Revenue Service Notice 2001-57 and intended as good faith compliance with the requirements of EGTRRA to be construed in accordance with EGTRRA and guidance issued thereunder, effective January 1, 2002, unless otherwise specifically provided herein. Plan provisions designed to comply with the final Treasury Regulations issued under Code Sections 401(k) and 401(m) are generally amended effective January 1, 2006, unless otherwise specifically provided herein. Plan provisions designed to comply with the Pension Protection Act of 2006 are effective as specifically provided herein. Except as otherwise specifically provided herein, the Plan as hereinafter set forth establishes the rights and obligations with respect to individuals who are employees on and after such dates, as applicable, and to transactions under the Plan on and after such dates, as applicable. The rights and benefits, if any, of individuals who are not employees on or after such dates, as applicable, shall be determined in accordance with the terms and provisions of the Plan that were in effect on the date that their employment terminated. The Plan is a profit sharing plan under Code

- 2 -

Section 401(a)(27). Except as otherwise specifically provided herein, contributions to the Plan may be made without regard to profits.

ARTICLE II.

DEFINITIONS AND CONSTRUCTION

Section 2.01. Definitions . When the initial letter of a word or phrase is capitalized herein, the meaning of such word or phrase shall be as follows:

(a) "Account" means the following separate bookkeeping accounts maintained for each Participant, reflecting his accrued benefit in the Plan:

(1) "Pre-Tax Contribution Account" means the account maintained to reflect the accrued benefit of the Participant attributable to (i) his Pre-Tax Contributions, (ii) his Catch-Up Contributions, and (iii) his pre-tax contributions and catch-up contributions, if any, that are transferred to the Plan from the Irwin Mortgage Corporation Retirement and Profit Sharing Plan in accordance with Section 4.10.

(2) "Matching Account" means the account maintained to reflect the accrued benefit of the Participant attributable to (i) his share of Matching Contributions, and (ii) his matching contributions, if any, that are transferred to the Plan from the Irwin Mortgage Corporation Retirement and Profit Sharing Plan in accordance with Section 4.10.

(3) "Qualified Nonelective Contribution Account" means the account maintained to reflect the accrued benefit of the Participant attributable to (i) his share of Qualified Nonelective Contributions, and (ii) his nonelective contributions, if any, that are transferred to the Plan from the Irwin Mortgage Corporation Retirement and Profit Sharing Plan in accordance with Section 4.10.

- 3 -

(4) "Qualified Matching Contribution Account" means the account maintained to reflect the accrued benefit of the Participant attributable to (i) his share of Qualified Matching Contributions, and (ii) his qualified matching contributions, if any, that are transferred to the Plan from the Irwin Mortgage Corporation Retirement and Profit Sharing Plan in accordance with Section 4.10.

(5) "Rollover Account" means the account maintained to reflect the accrued benefit of the Participant attributable to (i) his Rollover Contributions, and (ii) his rollover contributions, if any, that are transferred to the Plan from the Irwin Mortgage Corporation Retirement and Profit Sharing Plan in accordance with Section 4.10.

(6) "Profit Sharing Match Transfer Account" means the account maintained to reflect profit sharing contributions, if any, made to the Irwin Mortgage Corporation Retirement and Profit Sharing Plan on behalf of the Participant that are transferred to the Plan from the Irwin Mortgage Corporation Retirement and Profit Sharing Plan in accordance with Section 4.10.

(7) "After-Tax Contribution Account" means the account maintained to reflect the accrued benefit of the Participant attributable to (i) his after-tax contributions, if any, made to the Plan prior to the amendment of the Plan to remove the ability to make after-tax contributions, and (ii) his after-tax contributions, if any, that are transferred to the Plan from the Irwin Mortgage Corporation Retirement and Profit Sharing Plan in accordance with Section 4.10.

(b)

"Administrator" means the Company.

(c) "Affiliated Employer" means a Participating Employer and any corporation which is a member of a controlled group of corporations (as defined in Code Section 414(b)) which

- 4 -

includes a Participating Employer; any trade or business (whether or not incorporated) which is under common control (as defined in Code Section 414(c)) with a Participating Employer; any organization (whether or not incorporated) which is a member of an affiliated service group (as defined in Code Section 414(m)) which includes a Participating Employer; and any other entity required to be aggregated with the Company or a Participating Employer pursuant to regulations under Code Section 414(o). For purposes of Code Section 415, in applying Code Section 414(b) and (c) to determine an Affiliated Employer, the phrase "more than 50 percent" shall be substituted for the phrase "at least 80 percent" each place it appears in Code Section 1563(a)(1). Each such Affiliated Employer shall be included as an Affiliated Employer only for such period or periods during which such employer is under such common control, so affiliated, or so aggregated and only to the extent required by any applicable provision of the Code.

(d) "Allocation Date" means the last day of each Plan Year and such other date or dates as the Administrator may designate. In the case of the valuation of an asset or Account effective as of an Allocation Date, such valuation shall be determined as of the close of business on such Allocation Date, or if such date is not a normal business day, as of the close of business on the first day preceding such Allocation Date which is a normal business day. If the Administrator designates another Allocation Date, such date may be applied retroactively.

(e) "Applicable Form" means the appropriate form as designated and furnished by the Administrator to make the election or provide the notice required by the Plan. In those circumstances where a written election or consent is not required by the Plan, the Code, or ERISA, the Administrator may prescribe an oral, electronic, or telephonic form in lieu of or in addition to a written form.

(f)

"Board of Directors" means the board of directors of the Company.

- 5 -

(g) "Break in Service" means, with respect to an Employee, a Computation Period during which an Employee completes five hundred (500) or fewer Hours of Service. Solely for purposes of determining whether a Break in Service has occurred in a Computation Period after 1984 for eligibility and Vesting purposes, an Employee who is absent from work (i) by reason of the pregnancy of the Employee, (ii) by reason of the birth of a child of the Employee, (iii) by reason of the placement of a child with the Employee in connection with the adoption of such child by such Employee, or (iv) for purposes of caring for such child for a period beginning immediately following such birth or placement shall receive credit for the Hours of Service that would otherwise have been credited to the Employee but for the absence (or if such hours cannot be determined, eight (8) Hours of Service per normal work day of absence). The total number of such hours treated as Hours of Service by reason of any absence shall not exceed five hundred one (501). Such Hours of Service shall be credited (i) to the Computation Period in which the absence begins if the crediting is necessary to prevent a Break in Service in that period, or (ii) in all other cases, to the following Computation Period. No such Hours of Service shall be credited unless the Employee furnishes to the Administrator such timely information as the Administrator may reasonably require to establish (i) that the absence from work is for reasons provided above, and (ii) the number of days for which there was such an absence. To the extent required by the FMLA and the regulations thereunder, an Employee shall not incur a Break in Service for eligibility and Vesting purposes on or after August 5, 1993, on account of an absence from work which qualifies as a family or medical leave under the FMLA. To the extent required by USERRA, an Employee shall not incur a Break in Service for eligibility and Vesting purposes on or after December 12, 1994, on account of a period of qualified military service to the extent required under USERRA and Code Section 414(u)(8)(A).

- 6 -

(h) "Code" means the "Internal Revenue Code of 1986," as amended from time to time.

(i)

"Company" means Irwin Financial Corporation or any successor thereto.

(j) "Computation Period" means, with regard to an Employee, for purposes of computing Years of Service for Vesting, each Plan Year. If an Employee Terminates Employment or Retires, thereafter incurs a Break in Service, and later completes an Hour of Service, his Computation Period with respect to service after his reemployment shall be determined as if he had not previously been employed; provided, however, his prior service shall be disregarded only to the extent expressly provided in the Plan.

(k)

"Contributions" means the following types of contributions to the Plan:

(1) "Pre-Tax Contributions" means contributions made to the Plan by a Participating Employer at the election of a Participant pursuant to a salary deferral agreement pursuant to Section 4.02(a).

(2) "Catch-Up Contributions" means contributions made to the Plan by a Participating Employer at the election of a Participant pursuant to a salary deferral agreement pursuant to Section 4.02(b).

(3) "Matching Contributions" means contributions made by a Participating Employer by reason of Pre-Tax Contributions of a Participant pursuant to Section 4.03.

(4) "Qualified Nonelective Contributions" or "QNEC" means contributions made by a Participating Employer which are designated as Qualified Nonelective Contributions pursuant to Section 4.04.

- 7 -

(5) "Qualified Matching Contributions" or "QMAC" means contributions made by a Participating Employer which are designated as Qualified Matching Contributions pursuant to Section 4.05.

(6) "Rollover Contribution" means with respect to any Participant any rollover which meets the applicable requirements of Code Section 402, 403, 408, or 457, as provided in Section 4.09.

(l) "Cost of Living Adjustment" means the cost of living adjustment prescribed by the Secretary of the Treasury under Code Section 415(d) for any applicable year.

(m) "Disability" or "Disabled" means that an individual has a disability as determined for purposes of the Social Security Act which qualifies the Participant for permanent disability insurance payments in accordance with such act. Disability for purposes of the Plan shall not include any disability which is incurred while the Participant is on a leave of absence because of military or similar service and for which a governmental pension is payable. The Administrator may require subsequent proof of continued Disability. A Participant shall not be considered Disabled until he has shown to the Administrator's satisfaction, determined in a nondiscriminatory manner, that he has a condition that satisfies the requirements of this paragraph. All determinations of disability shall comply with the Americans with Disabilities Act.

(n) "Disability Retirement Date" means the date (prior to Normal Retirement Date) as of which a Participant has Retired and becomes Disabled, provided that the Participant Retired because of a condition determined to be a Disability.

(o)

"Effective Date" means July 1, 1978, the original effective date of the Plan.

(p)

"Eligible Employee" means an Employee of a Participating Employer.

- 8 -

(q)

"Employee" means any individual employed by an Affiliated Employer.

(r) "Employer Stock" means any common share of stock issued by the Company that constitutes a Qualifying Employer Security.

(s) "ERISA" means the "Employee Retirement Income Security Act of 1974," as amended from time to time.

(t) "FMLA" means the Family and Medical Leave Act of 1993, as amended from time to time.

(u) "Fund" means a separate investment fund which forms part of the Trust Fund established by the Trustee at the direction of the Administrator.

(v) "Highly Compensated Employee" means an employee described in Code Section 414(q) and the regulations promulgated thereunder and, generally, includes highly compensated active employees and highly compensated former employees as described below:

(1) Highly compensated active employees include any Employee who performs service for an Affiliated Employer during the Determination Year and is in one (1) or more of the following groups:

(A) Employees who were five percent (5%) owners of an Affiliated Employer at any time during the Determination Year or the Look-Back Year; or

(B) Employees who (i) received compensation (as defined in Code Section 414(q)(4)) from an Affiliated Employer in excess of Eighty Thousand Dollars ($80,000) (as increased by the Cost of Living Adjustment) during the Look-Back Year, and (ii) were in the top twenty percent (20%) of Employees ranked according to the amount of compensation (as defined in Code Section 414(q)(4)) received from the Affiliated Employers during such Look-Back Year.

- 9 -

(2)

Highly compensated former employees include former Employees who:

(A) Terminated Employment or Retired prior to the Determination Year;

(B) performed no service for an Affiliated Employer during the Determination Year; and

(C) were highly compensated active employees, as described in paragraph (1) above, during the year of Termination of Employment or Retirement or any Plan Year ending on or after the date the Employee attained age fifty-five (55).

(3) For purposes of the definition of Highly Compensated Employee, "Determination Year" means the Plan Year for which the determination of highly compensated employees is being made.

(4) For purposes of the definition of Highly Compensated Employee, "Look-Back Year" means the twelve (12) month period immediately preceding the Determination Year.

(w)

"Hour of Service" means each hour for which an Employee is credited, as follows:

(1) An Employee is entitled to credit for each hour for which he is paid, or entitled to payment, for the performance of duties for an Affiliated Employer. An Hour of Service described in this paragraph shall be credited to an Employee for the Computation Period in which the duties are performed.

(2) An Employee is entitled to credit for each hour for which he is paid, or entitled to payment, by an Affiliated Employer on account of a period during which no

- 10 -

duties are performed (irrespective of whether the employment relationship has terminated) due to vacation, holiday, illness, incapacity (including disability), temporary layoff, jury duty, military duty, or leave of absence; provided, however, that no Hours of Service shall be credited under this paragraph for periods during which no duties are performed and for which the Employee is paid or entitled to payment, if such payment is made or due solely to reimburse an Employee for medical or medically related expenses or solely for the purpose of complying with applicable workers' compensation, unemployment compensation, or disability insurance laws. Not more than five hundred one (501) Hours of Service shall be credited to an Employee on account of any single continuous period during which the Employee performs no duties (whether or not this period occurs in a single Plan Year) unless the Hours of Service are credited pursuant to paragraph (4). An Hour of Service credited to an Employee pursuant to this paragraph shall be credited to the Computation Period or Periods during which no duties are performed.

(3) An Employee is entitled to credit for each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by an Affiliated Employer. The same Hour of Service shall not be credited under paragraph (1) or paragraph (2), as the case may be, and under this paragraph. An Hour of Service described in this paragraph shall be credited to the Computation Period or Periods to which the award or agreement for back pay pertains, rather than to the Computation Period in which the award, agreement, or payment is made.

- 11 -

(4) "Hours of Service" shall be credited on and after December 12, 1994, on account of a period of qualified military service to the extent required under USERRA and Code Section 414(u)(8)(A).

(5) An Employee shall be credited with Hours of Service as required by 29 C.F.R. § 2530.200b-2 and such other regulations promulgated from time to time by the United States Department of Labor under ERISA regarding the definition of hours of service.

(6) For purposes of determining eligibility to participate and Vesting only, Hours of Service shall be credited for a leave which qualifies as family or medical leave under the FMLA; provided, however, such Hours of Service shall be credited only to the extent required by the FMLA and the regulations thereunder.

(7) An Employee for whom a record of actual hours is not maintained or available shall be credited with forty-five (45) Hours of Service for each week for which the Employee would be required to be credited with at least one (1) Hour of Service as required by 29 C.F.R. § 2530.200b-2.

(x) "Investment Advisor" means any person other than the Trustee, in its capacity as trustee, or the Administrator who:

(1) is a registered investment advisor under the Investment Advisors Act of 1940;

(2) has acknowledged in writing that it is a fiduciary with respect to the Plan; and

(3) has been designated by the Administrator as an investment advisor for the Plan.

- 12 -

(y) "Non-Highly Compensated Employee" means an Employee who is not a Highly Compensated Employee.

(z)

"Normal Retirement Date" means the date a Participant attains age sixty-five (65).

(aa) "Participant" means an Eligible Employee or former Eligible Employee who is, or may become, eligible to receive a benefit of any type from the Plan and who has commenced participation in the Plan.

(bb) "Participating Employer" means, severally, the Company, Irwin Union Bank and Trust Company, Irwin Commercial Finance Corporation, Equipment Finance formerly known as Irwin Business Finance Corporation, Irwin Union Bank-F.S.B., Irwin Franchise Capital Corp., Irwin Ventures, L.L.C. formerly known as Irwin Ventures, Inc., Irwin Ventures S.B.I.C., L.L.C., Irwin Home Equity, and any other employer or any part or division thereof which becomes a participating employer in accordance with Article XIV.

(cc) "Plan" means the plan created and embodied herein, as amended from time to time, known as the "Irwin Financial Corporation Employees' Savings Plan."

(dd) "Plan Compensation" for a Plan Year means compensation as defined in Code Section 415(c)(3) received by the Participant from his Participating Employer in the Plan Year after the Participant commenced participation in the Plan; provided, however, that to the extent required by Code Section 401(a)(17), the compensation of the Participant for any year taken into account under the Plan shall not exceed Two Hundred Thousand Dollars ($200,000) (as increased by the Cost of Living Adjustment for the year, pursuant to Code Section 401(a)(17)), and such compensation shall include all items listed in (1) and (2), but exclude all items listed in (3), (4), (5) and (6) as follows:

- 13 -

(1) All of a Participant's wages, salaries, fees for professional services, and other amounts received (without regard to whether or not an amount is paid in cash) for personal services actually rendered in the course of employment with an Affiliated Employer to the extent that the amounts are includible in gross income (including, but not limited to, commissions paid salesmen, compensation for services on the basis of a percentage of profits, commissions on insurance premiums, tips, bonuses (unless the Employer designates such bonus as excluded from Plan Compensation), amounts described in Code Sections 104(a)(3), 105(a) and 105(h), but only to the extent that these amounts are includible in the gross income of the Employee; the value of a non-qualified stock option granted to an Employee by the employer, but only to the extent that the value of the option is includible in the gross income of the Employee for the taxable year in which granted; the amount includible in the gross income of an Employee upon making the election described in Code Section 83(b); foreign earned income (as defined in Code Section 911(b)), whether or not excludable from gross income under Code Section 911; and for Plan Years beginning after December 31, 1997, the amount of any elective deferrals, as defined in Code Section 402(g)(3), and any amount contributed or deferred by the employer at the election of the Employee and which is not includible in the gross income of the Employee by reason of Code Sections 125, 132(f)(4), or 457.

(2) The following post-severance payments, provided that they are paid by the later of (i) two and one-half (2-1/2) months following severance from employment with the Employer, or (ii) the end of the Plan Year that includes the date of severance from employment with the Employer:

- 14 -

(A) payments that, absent a severance from employment, would have been paid to the Employee had the Employee continued in employment with the Employer and are (i) regular compensation for services during the Employee's regular working hours, or (ii) compensation for services outside the Employee's regular working hours (including, but not limited to, overtime); and

(B) payments for unused accrued bona fide sick, vacation, or other leave, but only if the Employee would have been able to use the leave if employment had continued.

(3) Employer contributions to a plan of deferred compensation which are not includible in the Employee's gross income for the taxable year in which contributed, or employer contributions under a simplified employee pension plan to the extent such contributions are deductible by the Employee, or any distributions from a plan of deferred compensation; amounts realized from the exercise of a nonqualified stock option, or when restricted stock (or property) held by the Employee either becomes freely transferable or is no longer subject to a substantial risk of forfeiture; amounts realized from the sale, exchange or other disposition of stock acquired under a qualified stock option; and other amounts which received special tax benefits, or contributions made by the employer (whether or not under a salary reduction agreement) toward the purchase of an annuity described in Code Section 403(b) (whether or not the amounts are actually excludable from the gross income of the Employee).

(4) All items of compensation excludable under Code Section 414(s) and Treas. Reg. Section 1.414(s)-1(c)(3) (even if the item is otherwise includible in gross

- 15 -

income), namely reimbursements or other expense allowances, fringe benefits (cash and noncash), moving expenses, deferred compensation, and welfare benefits.

(5) Pursuant to Code Section 414(s) and Treas. Reg. Section 1.414(s)-1(d)(2)(ii), bonuses as designated by the Employer.

(6) Severance pay, except for certain post-severance payments provided in paragraph (2).

(ee) "Plan Year" means any twelve (12) month period beginning on January 1 and ending on the following December 31.

(ff) "Qualifying Employer Securities" means any security that is issued by the Company or an Affiliated Employer and that meets the requirements of Code Section 409(l) and ERISA Section 407(d)(5).

(gg) "Retire" or "Retirement" means that a Participant separates from the service of all Affiliated Employers on or after his Normal or Disability Retirement Date.

(hh) "Section" means, when not preceded by the word Code or ERISA, a section of the Plan.

(ii) "Terminate Employment" or "Termination of Employment" means the Employee was discharged from or quit the service of all Affiliated Employers prior to being eligible for a Normal or Disability Retirement Date; provided, however, it shall not include: (i) temporary absence of such Employee due to vacation, sickness (not including Disability), or layoff; (ii) military service to the extent required under USERRA and Code Section 414(u)(8)(A); (iii) a leave which qualifies as a family or medical leave under the FMLA; or (iv) a leave of absence for any reason approved by an Affiliated Employer on a nondiscriminatory basis.

- 16 -

(jj) "Transferred Employee" means any current employee of a Participating Employer who is also a former Employee of any Affiliated Employer that is not a Participating Employer.

(kk) "Trust" means the trust established and maintained under the Trust Agreement to hold the Trust Fund.

(ll) "Trust Agreement" means the Trust Agreement between Irwin Financial Corporation and Fidelity Management Trust Company.

(mm) "Trust Fund" means the assets of the Plan held by the Trustee pursuant to the terms of the Plan and the Trust.

(nn) "Trustee" means the trustee or any successor trustee or trustees designated and appointed under the Trust.

(oo) "USERRA" means the Uniformed Services Employment and Reemployment Rights Act of 1994, as amended from time to time.

(pp) "Valuation Date" means each day of the Plan Year or such other valuation dates as the Administrator may establish. In the case of the valuation of an asset or Account as of a Valuation Date, such valuation shall be determined as of the close of business on such Valuation Date, or if the New York Stock Exchange is not open on such date, as of the close of business on the first day prior to such Valuation Date that the New York Stock Exchange is open.

(qq) "Vested" or "Vesting," with respect to an Account, refers to the interest of the Participant or his beneficiary in the Account, which is unconditional, legally enforceable, and nonforfeitable. Notwithstanding the preceding sentence:

(1) except as provided in Section 7.03, the Vested right to an Account shall not be payable if the Participant dies before such payment;

- 17 -

(2) the payment of a Vested Account may be suspended for such period as the Participant is reemployed by a Participating Employer subsequent to the commencement of such payment; and

(3) an amendment to the Plan may reduce the Vested right of any Participant to an Account if such amendment satisfies the requirements of ERISA and the Code.

(rr) "Years of Service" means, for an Employee, each Computation Period during which the Employee completes at least one thousand (1,000) Hours of Service; provided, however, any Years of Service occurring prior to any period of consecutive one (1) year Breaks in Service shall not be taken into account if (i) the number of consecutive one (1) year Breaks in Service within such period equals or exceeds the greater of five (5) or the aggregate number of Years of Service of the Employee prior to such period, and if (ii) the Employee had no Vested right to any portion of his Account balances at the commencement of such Break in Service; provided, however any Years of Service excluded pursuant to this paragraph shall also be excluded from any subsequent determination of Years of Service. The Years of Service of any Employee shall include any Years of Service of such Employee while he was an Employee for any Affiliated Employer.

Section 2.02. Construction and Governing Law . The following rules of construction shall govern any interpretation of the Plan:

(a) The Plan shall be construed, enforced, and administered and the validity thereof determined in accordance with ERISA, the Code, and, when not inconsistent with ERISA or the Code, the laws of the State of Indiana.

- 18 -

(b) Words used herein in the masculine gender shall be construed to include the feminine gender where appropriate and words used herein in the singular or plural shall be construed as being in the plural or singular where appropriate.

(c) In resolving any conflict between provisions of the Plan and in resolving any other uncertainty as to the meaning or intention of any provision of the Plan, the interpretation that (i) causes the Plan to constitute a qualified plan under the provisions of Code Section 401 and the Trust as exempt from tax under Code Section 501, (ii) causes the contributions of any Participating Employer to the Trust to be deductible by such Participating Employer from net income for federal income tax purposes, (iii) causes the Plan to contain a qualified cash or deferred arrangement described in Code Section 401(k), and (iv) causes the Plan to comply with all applicable requirements of ERISA and the Code shall prevail over any different interpretation.

(d) The headings and subheadings in the Plan are inserted for convenience of reference only and are not to be considered in the construction of any provision of the Plan.

(e) If any provision of the Plan shall be held to violate the Code or ERISA or be illegal or invalid for any other reason, that provision shall be deemed to be null and void, but the invalidation of that provision shall not otherwise impair or affect the Plan.

ARTICLE III.

PARTICIPATION

Section 3.01. Participation . An Eligible Employee shall become a Participant on the date on which he first performs an Hour of Service as an Eligible Employee.

Section 3.02. Cessation of Participation . A Participant shall cease to be a Participant on the distribution or forfeiture of his entire interest in the Plan.

- 19 -

Section 3.03.

Reemployment .

(a) A former Participant shall become a Participant as of the date he again performs an Hour of Service as an Eligible Employee.

(b) A former Employee who was not a Participant at the time of his Termination of Employment shall become a Participant only in accordance with Section 3.01.

Section 3.04.

Change in Employment Status/Transfers .

(a) A Participant whose employment status changes so that he no longer satisfies the definition of Eligible Employee, but who remains an Employee (such as a Participant who transfers employment to an Affiliated Employer that is not a Participating Employer), shall become a limited Participant hereunder as of the date of the change in employment status. Such limited Participant shall cease to share in contributions hereunder as of the date of such change in employment status, but he shall continue to accrue Years of Service for Vesting purposes while employed at an Affiliated Employer. If such limited Participant does not again become an Eligible Employee prior to Retirement or Termination of Employment, the Vested Accounts of the limited Participant, if any, shall be paid as provided in Article VII.

(b) A limited Participant who again has a change in employment status, and becomes an Eligible Employee (such as a limited Participant who transfers employment from an Affiliated Employer that is not a Participating Employer to a Participating Employer) shall become a full Participant as of such change in employment status. Thereafter, such Participant shall be entitled to accrue benefits in accordance with the terms of the Plan as in effect as of the subsequent date of change in employment status. In no event, however, shall such a Participant receive a greater benefit under the Plan than that which the Participant would have received had the Participant not had a change in employment status.

- 20 -

(c) An Employee of an Affiliated Employer that is not a Participating Employer who first becomes an Eligible Employee due to a change in employment status (such as by transferring employment to a Participating Employer) shall become a Participant as provided in Section 3.01. Such Employee shall accrue and be credited with Years of Service for Vesting purposes for his employment with the Affiliated Employer.

Section 3.05. Completion of Forms by Participants and Beneficiaries . Each Participant and any beneficiary eligible to receive, or claiming a right to receive, any benefits under the Plan shall complete such Applicable Form and furnish such proofs and information as may be required at any time by the Trustee or the Administrator.

ARTICLE IV.

CONTRIBUTIONS

Section 4.01. Contributions . Contributions shall be made to the Plan in accordance with this Article and subject to the limitations under Article V.

Section 4.02.

Pre-Tax Contributions and Catch-Up Contributions .

(a) A Participant who is an Eligible Employee may make Pre-Tax Contributions as provided in this Section. An Eligible Employee may enter into a salary reduction agreement with his Participating Employer agreeing to contribute Pre-Tax Contributions to the Plan of a specified whole percentage, from one percent (1%) to one hundred percent (100%) of his Plan Compensation each pay period; provided, however, Pre-Tax Contributions made on behalf of a Participant under the Plan for any calendar year shall not exceed the applicable dollar limit provided under Code Section 402(g), except to the extent permitted under Section 4.02(b) and Code Section 414(v), if applicable, for Catch-Up Contributions described in paragraph (b). If an Eligible Employee who becomes an Eligible Employee on or after April 1, 2007 fails to make a Pre-Tax Contribution election within the first forty-five (45) days of becoming an Eligible

- 21 -

Employee, such Eligible Employee shall be deemed to have elected to contribute four percent (4%) of his Plan Compensation per pay period to the Plan, effective with the first payroll period beginning at least sixty (60) days after the Eligible Employee becomes a Participant. If an Eligible Employee who becomes an Eligible Employee prior to April 1, 2007 fails to make a Pre-Tax Contribution election within the first forty-five (45) days of becoming an Eligible Employee, such Eligible Employee shall be deemed to have elected to contribute two percent (2%) of his Plan Compensation per pay period to the Plan, effective with the first payroll period beginning at least sixty (60) days after the Eligible Employee becomes a Participant. Such election shall remain in effect until the Eligible Employee affirmatively elects a different percentage or elects not to make Pre-Tax Contributions.

(b) Employees who are eligible to make Pre-Tax Contributions under the Plan and who have attained age fifty (50) before the close of the Plan Year shall be eligible to make Catch-Up Contributions in accordance with, and subject to the limitations of, Code Section 414(v). Such Catch-Up Contributions shall not be taken into account for purposes of the provisions of the Plan implementing the required limitations of Code Sections 402(g) and 415. The Plan shall not be treated as failing to satisfy the provisions of the Plan implementing the requirements of Code Section 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416, as applicable, by reason of the making of such Catch-Up Contributions. Such Catch-Up Contributions shall not be treated as Pre-Tax Contributions for purposes of calculating a Participant's Matching Contributions under Section 4.03.

(c) Pre-Tax Contributions and Catch-Up Contributions shall reduce the cash compensation otherwise payable to a Participant and shall be paid in cash to the Trustee by the

- 22 -

Participating Employer on a basis consistent with its payroll practices within a reasonable period after being withheld from the cash compensation of a Participant.

(d) A Participant may elect to make or change an election to make Pre-Tax Contributions or Catch-Up Contributions at any time on the Applicable Form within such period before the effective date of the change as the Administrator may establish. A Participant may suspend his Pre-Tax Contributions or Catch-Up Contributions at any time on an Applicable Form submitted to the Administrator or its designee within such period before the effective date of the suspension as the Administrator may establish. Except as provided in Section 4.02(a) or Section 8.03(c)(3), the election of a Participant to make, change, or suspend Pre-Tax Contributions or Catch-Up Contributions shall remain continuously in effect until changed by the Participant.

(e) An election to make Pre-Tax Contributions or Catch-Up Contributions shall not be valid with respect to any period during which the Participant is not an Eligible Employee. No election to make, change, or discontinue Pre-Tax Contributions or Catch-Up Contributions shall be given retroactive effect.

(f) Pre-Tax Contributions and Catch-Up Contributions made on behalf of a Participant for a Plan Year shall be allocated to the Pre-Tax Contribution Account of the Participant effective as of the date established by the Administrator but not later than the last day of the Plan Year.

(g) The Administrator may establish additional nondiscriminatory rules and procedures governing the manner and timing of elections by Employees to make, change, or discontinue Pre-Tax Contributions or Catch-Up Contributions. In no event will such rules and

- 23 -

procedures prohibit Employees from making or changing Pre-Tax Contributions or Catch-Up Contribution less frequently than one time per Plan Year.

Section 4.03.

Matching Contributions .

(a) Unless the Board of Directors determines otherwise before the beginning of a Plan Year, each Participating Employer shall contribute for the Plan Year on behalf of each Participant a Matching Contribution equal to sixty percent (60%) of the first five percent (5%) of the Pre-Tax Contributions of the Participant each payroll period. Matching Contributions made on behalf of a Participant for a Plan Year shall be allocated to his Matching Account as of each payroll period. Provided, however, for each Participant whose Pre-Tax Contributions under Section 4.02(a) meet the applicable dollar limit provided under Code Section 402(g) for the Plan Year, the Participating Employer shall make a year-end reconciliation or "true-up" Matching Contribution, effective as of the last day of the Plan Year, to assure each eligible Participant receives a Matching Contribution for the Plan Year that is equal to the lesser of (i) sixty percent (60%) of the Participant's actual Pre-Tax Contributions (excluding any Catch-Up Contributions) for the Plan Year, or (ii) sixty percent (60%) of the Participant's actual Pre-Tax Contributions (excluding any Catch-Up Contributions) for the Plan Year, up to five percent (5%) of the Participant's Plan Compensation for that portion of the Plan Year in which the Participant was eligible to participate in the Plan. Provided further, however, that no such "true-up" contributions shall be made if making such contributions would cause the Plan to fail to satisfy Section 5.05. Any such reconciliation, or "true-up," shall be made once annually and paid in accordance with Section 4.07(a), and resulting Matching Contributions shall be made to only to Participants with Account balances as of the last day of the Plan Year for which the year-end

- 24 -

reconciliation Matching Contributions are made. The Plan Administrator may establish reasonable administrative procedures designed to implement this provision.

(b) For each Plan Year, the Board of Directors shall determine the amount of additional Matching Contributions, if any, that shall be made. Contributions made pursuant to this paragraph for a Plan Year shall be allocated among the Matching Accounts of the Participants as of the last day of the Plan Year in proportion to the Matching Contributions received under paragraph (a) for the Plan Year.

(c) If a Participant is employed by more than one (1) Participating Employer during a Plan Year, the portion of the total Matching Contribution of the Participant for the Plan Year that is paid by each Participating Employer shall be based on the percentage of the Pre-Tax Contributions of the Participant for the Plan Year paid by the Participating Employer.

Section 4.04. Employer Qualified Nonelective Contributions (QNECs) . For each Plan Year, the Board of Directors shall determine the amount of Qualified Nonelective Contributions, if any, that each Participating Employer shall contribute. Qualified Nonelective Contributions for a Plan Year shall be allocated among the Qualified Nonelective Contribution Accounts of Participants who are Non-Highly Compensated Employees as of the last day of the Plan Year. For each such Plan Year, the Board of Directors shall determine whether the Qualified Nonelective Contributions are allocated (i) as a uniform percentage of Compensation, as defined in Section 5.02(d), for the Plan Year, or (ii) first to the eligible Participant with the lowest Compensation, as defined in Section 5.02(d) for the Plan Year, then to the eligible Participant with the next lowest Compensation for the Plan Year, etc. until one of the tests in Section 5.04(a) is satisfied, with the allocation to each eligible Participant limited to the amount permitted under Code Section 415. If Qualified Nonelective Contributions are allocated as described in (ii)

- 25 -

above, any individual Participant's Qualified Nonelective Contribution, determined as a percent of Compensation may not exceed the greater of five percent (5%) or two times the "applicable contribution rate." The "applicable contribution rate" equals the lowest Qualified Nonelective Contribution of any eligible Non-Highly Compensated Employee in the group of eligible Non-Highly Compensated Employees that consists of half of all eligible Non-Highly Compensated Employees for the Plan Year.

Section 4.05. Qualified Matching Contributions (QMACs) . For each Plan Year, the Board of Directors shall determine the amount of Qualified Matching Contributions, if any, that each Participating Employer shall contribute. Qualified Matching Contributions for a Plan Year shall be allocated among the Qualified Matching Contribution Accounts of Participants who are Non-Highly Compensated Employees as of the last day of the Plan Year in proportion to the Matching Contributions of each eligible Participant. In no event will the Qualified Matching Contributions exceed the greatest of (i) five percent (5%) of the Participant's Compensation, (ii) the Participant's Pre-Tax Contribution, or (iii) two times the "representative matching rate." The "representative matching rate" equals the lowest "matching rate" for any eligible Non-Highly Compensated Employee among a group of Non-Highly Compensated Employees that consists of half of all eligible Non-Highly Compensated Employees in the Plan for the Plan Year who make Pre-Tax Contributions for the Plan Year. The "matching rate" for a Participant generally is the Matching Contributions made for such Participant divided by the Participant's Pre-Tax Contributions for the year. If the matching rate is not the same for all levels of Pre-Tax Contributions for a Participant, the Participant's matching rate is determined assuming that a Participant's Pre-Tax Contributions are equal to six percent (6%) of Compensation.

- 26 -

Section 4.06. Employee After-Tax Contributions . Employee after-tax contributions under the Plan are not required or permitted. Any after-tax contributions that a Participant was previously permitted to make under the Plan shall be maintained in the After-Tax Contribution Account of such Participant.

Section 4.07.

Payment, Deductibility, and Nature of Contributions .

(a) The Employer Contributions under Sections 4.03, 4.04, and 4.05 shall be made effective as of the last day of the Plan Year and shall actually be paid within such time period as permitted by law.

(b) If a Participating Employer is unable to make any contribution provided under Sections 4.03, 4.04, or 4.05, any other Participating Employer may make such contributions on behalf of such Participating Employer, as determined in the sole discretion of the Board of Directors.

(c) The total contributions of a Participating Employer for any Plan Year under the Plan shall not exceed the amount allowable as a deduction from the income of the Participating Employer for purposes of income tax under the Code, and any such contributions are conditioned on such deductibility.

Section 4.08. Expenses of Plan . All reasonable expenses of administering the Plan shall be paid by the Trustee and shall be charged against and paid from the Trust Fund, unless a Participating Employer pays such expenses.

Section 4.09. Rollover Contributions . At any time during a Plan Year, an Eligible Employee may contribute a Rollover Contribution to the Plan, provided that the Administrator, in its discretion, determines that the contribution satisfies all applicable requirements of the Code. The Plan shall accept direct rollovers of eligible rollover distributions from (i) a qualified

- 27 -

plan described in Code Section 401(a) or 403(a), including after-tax employee contributions; (ii) an annuity contract described in Code Section 403(b), excluding after-tax employee contributions; and (iii) an eligible plan under Code Section 457(b) which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state. The Plan shall accept a Participant contribution of an eligible rollover distribution from (i) a qualified plan described in Code Section 401(a) or 403(a), (ii) an annuity contract described in Code Section 403(b), and (iii) an eligible plan under Code Section 457(b) which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state. The Plan shall accept a Participant rollover contribution of the portion of a distribution from an individual retirement account or annuity described in Code Section 408(a) or 408(b) that is eligible to be rolled over and would otherwise be includible in gross income. Before a Rollover Contribution is made, the Eligible Employee shall direct the investment of the Rollover Contribution by designating the Fund or Funds in which he wishes his Rollover Contribution to be invested. If a Participant fails to direct the investment of his Rollover Contribution, the Participant shall be deemed to have directed that his Rollover Contribution be invested in the default Fund or Funds designated by the Administrator from time to time. A Rollover Contribution shall be allocated to the Rollover Account of the Eligible Employee as of the date of the contribution.

Section 4.10.

Transfer of Contributions from the Irwin Mortgage Plan to this Plan .

(a) For any Transferred Employee, the Trustee shall accept cash or other property (which is not a collectible within the meaning of Code Section 408(m)) acceptable to the Trustee, representing the transfer of amounts in the Transferred Employee's accounts in the Irwin Mortgage Corporation Retirement and Profit Sharing Plan. Such amounts shall be transferred

- 28 -

automatically to this Plan and credited in accordance with Section 2.01(a) to the appropriate Accounts of the Participant within thirty (30) days of the commencement of the Transferred Employee's participation in this Plan, except as provided in paragraph (b).

(b) In the event that the Transferred Employee is entitled to a final profit sharing contribution under Irwin Mortgage Corporation Retirement and Profit Sharing Plan, the Transferred Employee's accounts in the Irwin Mortgage Corporation Retirement and Profit Sharing Plan shall not be transferred to this Plan until that final profit sharing contribution has been made to the Transferred Employee's accounts in the Irwin Mortgage Corporation Retirement and Profit Sharing Plan.

Section 4.11. Transfer of Contributions from this Plan to the Irwin Mortgage Plan . To the extent any former Eligible Employee transfers employment to Irwin Mortgage Corporation or any participating employer in the Irwin Mortgage Corporation Retirement and Profit Sharing Plan (as defined by the terms of such plan) and becomes a participant in the Irwin Mortgage Corporation Retirement and Profit Sharing Plan, this Plan shall transfer automatically that former Eligible Employee's accounts in this Plan to the Irwin Mortgage Corporation Retirement and Profit Sharing Plan. Such transfer shall be made within thirty (30) days of the date that the former Eligible Employee commences participation in the Irwin Mortgage Corporation Retirement and Profit Sharing Plan.

ARTICLE V.

LIMITATIONS ON CONTRIBUTIONS AND OTHER ADDITIONS

Section 5.01. Applicability of Article . Notwithstanding any provision of the Plan to the contrary, contributions to the Plan and additions to Accounts of Participants shall be limited as provided in Code Sections 401(k), 401(m), and 415 as provided in this Article.

- 29 -

Section 5.02. Definitions . As used in this Article, the following terms, when capitalized, shall have the following meanings, unless otherwise expressly provided:

(a) "Allocable Income" means the sum of the allocable gains or loss for the year or partial year, determined in accordance with Code Section 401(k), 401(m), or 402(g), and the regulations promulgated thereunder. For Plan Years after December 31, 2005 and before December 31, 2007, Allocable Income, determined in accordance with Code Section 401(k) or 401(m), shall include gains or losses for the period from the end of the year to the date of the distribution or correction but only to the extent the excess amounts are or will be credited with gains or losses for the period.

(b) "Average Contribution Percentage" means the average (expressed as a percentage to the nearest one-hundredth of one percent) of the Contribution Percentages of the Eligible Participants in a group.

(c) "Average Deferral Percentage" means the average (expressed as a percentage to the nearest one-hundredth of one percent) of the Deferral Percentages of the Eligible Participants in a group.

(d) "Compensation" means, for purposes of Code Sections 401(k) and 401(m), compensation as defined in Code Section 414(s); provided, however, to the extent permitted by the Code, Compensation for any period during which an individual is not a Participant may be disregarded. Elective deferrals described in Code Section 414(s)(2) shall be included in Compensation unless the Company elects to exclude such elective deferrals. In general, Code Section 414(s) defines compensation as having the meaning given such term by Section 5.06(g). In general, elective deferrals described in Code Section 414(s)(2) include any amount which is contributed by an Affiliated Employer pursuant to a salary reduction agreement and which is not

- 30 -

includible in the gross income of an Employee under Code Section 125, 132(f)(4), 402(e)(3), 402(h), or 403(b).

(e) "Contribution Percentage" means the ratio (expressed as a percentage to the nearest one-hundredth of one percent) of the Matching Contributions (excluding Matching Contributions that are forfeited because the contribution to which they relate are Excess Deferral Amounts, Excess Contributions, or Excess Aggregate Contributions) of an Eligible Participant for the Plan Year to the extent not used to satisfy one (1) of the tests under Section 5.04(a) to the Compensation of the Participant for the Plan Year. As may be necessary to satisfy one (1) of the tests under Section 5.05(a), and in the sole discretion of the Administrator, the Pre-Tax Contributions and Qualified Nonelective Contributions of a Participant which are not necessary to meet one (1) of the tests under Section 5.04(a) for the Plan Year may be included in the determination of such Contribution Percentage for the Plan Year. The Contribution Percentage for Participants shall be determined in accordance with the following:

(1) The Contribution Percentage for any Highly Compensated Participant for the Plan Year who is eligible to make employee contributions, or to receive matching contributions, qualified nonelective contributions, or Elective Deferrals allocated to his accounts under two (2) or more plans described in Code Section 401(a) or arrangements described in Code Section 401(m), and that are maintained by an Affiliated Employer, shall be determined as if all such contributions and deferrals were made under each plan. If a Highly Compensated Employee participates in two (2) or more such plans that have different plan years, then all such contributions made during the Plan Year being tested under all such plans shall be aggregated, without regard to the plan years of the other

- 31 -

plans. For Plan Years beginning before the January 1, 2006, all such plans ending with or within the same calendar year shall be treated as a single plan.

(2) In the event that the Plan satisfies the requirements of Code Section 410(b) only if aggregated with one (1) or more other plans, or if one (1) or more other plans satisfy the requirements of Code Section 410(b) only if aggregated with the Plan, the Contribution Percentages of Eligible Participants shall be determined as if all such plans were a single plan.

(f) "Current Plan Year" means the Plan Year for which tests given in Section 5.04 or 5.05 are being performed.

(g) "Deferral Percentage" means for an Eligible Participant the ratio (expressed as a percentage to the nearest one-hundredth of one percent) of Pre-Tax Contributions (excluding Pre-Tax Contributions treated as Catch-Up Contributions because they exceed a statutory limit or employer provided limit but including Excess Deferrals of Highly Compensated Employees) and Qualified Nonelective Contributions of the Participant for the Plan Year to the Compensation of the Eligible Participant for the Plan Year. The Deferral Percentage for Participants shall be determined in accordance with the following:

(1) The Deferral Percentage for any Highly Compensated Participant for the Plan Year who is eligible to make Elective Deferrals, or to receive matching contributions or qualified nonelective contributions allocated to his accounts under two (2) or more plans described in Code Section 401(a) or arrangements described in Code Section 401(k), and that are maintained by an Affiliated Employer, shall be determined as if all such contributions and deferrals were made under each plan. If a Highly Compensated Employee participates in two (2) or more such plans that have different

- 32 -

plan years, then all such contributions made during the Plan Year being tested under all such plans shall be aggregated, without regard to the plan years of the other plans. For Plan Years beginning before the January 1, 2006, all such plans ending with or within the same calendar year shall be treated as a single plan.

(2) In the event that the Plan satisfies the requirements of Code Section 410(b) only if aggregated with one (1) or more other plans, or if one (1) or more other plans satisfy the requirements of Code Section 410(b) only if aggregated with the Plan, the Deferral Percentages of Eligible Participants shall be determined as if all such plans were a single plan.

(h) "Elective Deferrals" means elective deferrals as defined by Code Section 402(g)(3).

(i) "Eligible Participant" means for a Plan Year any Eligible Employee who is eligible, in accordance with Code Section 401(k), to make Pre-Tax Contributions for the Plan Year; provided, however, if so elected by the Administrator for any Plan Year beginning after December 31, 1998, any Non-Highly Compensated Employee who has not attained age twenty-one (21) or has not completed one (1) Year of Service shall not be an "Eligible Participant" for purposes of determining the Average Deferral Percentage and/or Average Contribution Percentage.

(j) "Excess Aggregate Contributions" means the total amount of Matching Contributions with respect to Highly Compensated Participants for the Plan Year which, if reduced, would result in the Plan satisfying one (1) of the tests under Section 5.05(a). The Excess Aggregate Contributions are determined for the group of Highly Compensated Participants under a leveling method, starting with the Participant with the highest Contribution

- 33 -

Percentage. The first amount of excess attributable to that Participant is the amount of said Matching Contributions which, if reduced, would result in the Contribution Percentage of the Participant being equal to the greater of (i) the Contribution Percentage of the Participant with the next highest Contribution Percentage, or (ii) the Contribution Percentage for the Participant which would result in the Plan satisfying one (1) of the tests under Section 5.05(a). If one (1) of the tests under Section 5.05(a) is not then satisfied, the same process is repeated with the Highly Compensated Participant with the next highest Contribution Percentages until one (1) of such tests is satisfied. The total amount of Excess Aggregate Contributions is equal to the total of such reductions in Matching Contributions of all affected Participants after application of this Section.

(k) "Excess Contributions" means the total amount of Pre-Tax Contributions with respect to Highly Compensated Participants for the Plan Year which, if reduced, would result in the Plan satisfying one (1) of the tests under Section 5.04(a). Excess Contributions are determined for the group of Participants who are Highly Compensated Participants under a leveling method, starting with the Participant with the highest Deferral Percentage. The first amount of excess attributable to that Participant is the amount of Pre-Tax Contributions which, if reduced, would result in the Deferral Percentage of the Participant being equal to the greater of (i) the Deferral Percentage of the Highly Compensated Participant with the next highest Deferral Percentage or (ii) the Deferral Percentage which would result in the Plan satisfying one (1) of the tests under Section 5.04(a). If one (1) of the tests under Section 5.04(a) is not then satisfied, the same process is repeated with the Highly Compensated Participant with the next highest Deferral Percentage until one (1) of such tests is satisfied. The total amount of Excess Contributions is

- 34 -

equal to the total of such reductions in Pre-Tax Contributions of all affected Participants after application of this Section.

(l) "Excess Deferral Amount" means the amount of Pre-Tax Contributions, for a calendar year that the Participant timely claims pursuant to the following procedure:

(1) A Participant may submit a claim on the Applicable Form to the Administrator not later than the March 1 following the close of the calendar year for which the claim for an Excess Deferral Amount is made, specifying the Excess Deferral Amount claimed by the Participant for the preceding calendar year for the Plan.

(2) Said claim shall be accompanied by the written statement of such Participant that if such amounts are not distributed, such claimed Excess Deferral Amount, when added to amounts deferred under other plans, contracts, or arrangements described in Code Sections 401(k), 403(b), or 408(k), exceeds the limit imposed on the Participant by Code Section 402(g) (including, if applicable, the limitation on Catch-Up Contributions under Code Section 414(v)) for the calendar year in which the deferral occurred.

(m) "Highly Compensated Participant" means any Participant who is a Highly Compensated Employee and who is an "eligible employee" within the meaning of Code Section 401(k) or 401(m), as the case may be.

(n) "Non-Highly Compensated Participant" means any Participant who is not a Highly Compensated Participant and who is an "eligible employee" within the meaning of Code Section 401(k) or 401(m), as the case may be.

(o) "Prior Plan Year" means the Plan Year immediately preceding the Current Plan Year.

- 35 -

(p) "Qualified Nonelective Contributions" means, for a Participant for a Plan Year, the amount of Qualified Nonelective Contributions designated under Section 4.04(b); provided, however, Matching Contributions may be treated as Qualified Nonelective Contributions to the extent used to satisfy one (1) of the tests under Section 5.04.

Section 5.03. Distribution of Excess Deferral Amounts . Excess Deferral Amounts, adjusted for Allocable Income, may be distributed in the discretion of the Administrator not later than each April 15 to Participants who claim such Excess Deferral Amounts for the preceding calendar year.

Section 5.04. Limits on Contributions Under Code Section 401(k) and Distribution of Excess Contributions .

(a) The Plan shall be administered to satisfy the test under either paragraph (1) or paragraph (2) below in each Plan Year:

(1) The Average Deferral Percentage for the group of Highly Compensated Participants for the Current Plan Year shall not exceed the Average Deferral Percentage for the group of Non-Highly Compensated Participants for the Current Plan Year multiplied by one and twenty-five one-hundredths (1.25).

(2) The Average Deferral Percentage for the group of Highly Compensated Participants for the Current Plan Year shall not exceed the Average Deferral Percentage for the group of Non-Highly Compensated Participants for the Current Plan Year multiplied by two (2.0), provided the Average Deferral Percentage for the group of Highly Compensated Participants does not exceed the Average Deferral Percentage for the group of Non-Highly Compensated Participants by (i) more than two (2) percentage points, or (ii) such lesser amount as the Secretary of the Treasury shall prescribe to

- 36 -

prevent the multiple use of this alternative limitation with respect to any Highly Compensated Participant.

(b) In the event there are Excess Contributions for a Plan Year, the Excess Contributions, plus Allocable Income, shall be distributed to the affected Participants no later than the last day of the succeeding Plan Year. Notwithstanding anything in the Plan to the contrary, no Matching Contributions shall be made with respect to any such Excess Contributions. The Excess Contributions for a Plan Year shall be distributed to the group of Highly Compensated Participants for the Plan Year under a leveling method, starting with the Participant with the highest dollar amount of Pre-Tax Contributions for the Plan Year.

(1) The first amount of excess distributed to that Participant is the amount of said Pre-Tax Contributions which, if reduced, would result in the dollar amount of Pre-Tax Contributions of the Participant being equal to the greater of:

(A) the dollar amount of Pre-Tax Contributions of the Participant with the next highest dollar amount of Pre-Tax Contributions, or

(B) the dollar amount of Pre-Tax Contributions for the Participant less the total of the Excess Contributions for the Plan Year.

(2) If the total of the Excess Contributions for the Plan Year are not distributed under the first step, the same process is repeated with the Highly Compensated Participant with the next highest dollar amount of Pre-Tax Contributions until all of the Excess Contributions for the Plan Year are distributed.

(c) The Administrator may adjust the Pre-Tax Contributions of any Highly Compensated Participant to the extent it anticipates that such adjustment is necessary to satisfy the test under Section 5.04(a).

- 37 -

(d) To the extent a Highly Compensated Employee has not reached the Catch-Up Contribution limit, Excess Contributions allocated to such Highly Compensated Employee are Catch-Up Contributions and will not be treated as Excess Contributions.

Section 5.05. Limits on Contributions under Code Section 401(m) and the Distribution of Excess Aggregate Contributions .

(a) The Plan shall be administered to satisfy the test under either paragraph (1) or paragraph (2) below in each Plan Year:

(1) The Average Contribution Percentage for the group of Highly Compensated Participants for the Current Plan Year shall not exceed the Average Contribution Percentage for the group of Non-Highly Compensated Participants for the Current Plan Year multiplied by one and twenty-five one-hundredths (1.25).

(2) The Average Contribution Percentage for the group of Highly Compensated Participants for the Current Plan Year shall not exceed the Average Contribution Percentage for the group of Non-Highly Compensated Participants for the Current Plan Year multiplied by two (2.0), provided that the Average Contribution Percentage for the group of Highly Compensated Participants does not exceed the Average Contribution Percentage for the group of Non-Highly Compensated Participants by (i) more than two (2) percentage points, or (ii) such lesser amount as the Secretary of the Treasury shall prescribe to prevent the multiple use of this alternative limitation with respect to any Highly Compensated Participant.

(b) In the event there are Excess Aggregate Contributions for a Plan Year, such Excess Aggregate Contributions, plus Allocable Income, shall be forfeited, if forfeitable, or distributed to the affected Participants no later than the last day of the succeeding Plan Year.

- 38 -

The Excess Aggregate Contributions for a Plan Year shall be forfeited if forfeitable, or distributed to the group of Highly Compensated Participants under a leveling method, starting with the Participant with the highest dollar amount of Matching Contributions for the Plan Year.

(1) The first amount of excess distributed to that Participant is the amount of said Matching Contributions which, if reduced, would result in the dollar amount of Matching Contributions of the Participant being equal to the greater of:

(A) the dollar amount of Matching Contributions of the Participant with the next highest dollar amount of Matching Contributions, or

(B) the dollar amount of Matching Contributions of the Participant less all of the Excess Contributions for the Plan Year.

(2) If the total of the Excess Aggregate Contributions for the Plan Year are not distributed under the first step, the same process is repeated with the Highly Compensated Participant with the next highest dollar amount of Matching Contributions until the total of the Excess Aggregate Contributions for the Plan Year are distributed.

(c) The determination of the Excess Aggregate Contributions for the Plan Year shall be made after application of the provisions of Section 5.04 for the Plan Year.

(d) Forfeitures of Excess Aggregate Contributions shall be applied pursuant to Section 10.02 except they cannot be used as a Qualified Nonelective Contribution, Qualified Matching Contribution, or an Elective Deferral.

Section 5.06. Limitation Under Code Section 415 . Notwithstanding anything in the Plan to the contrary, the following limitations shall apply:

- 39 -

(a) Except to the extent permitted under Section 4.02(b) and Code Section 414(v), if applicable, the annual addition that may be contributed or allocated t

SITE SEARCH

AGREEMENTS / CONTRACTS

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates