exv10w4



 





Exhibit 10.4




IRWIN FINANCIAL CORPORATION




AMENDED AND RESTATED 2001 STOCK PLAN




 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 
	1.1	 	Establishment	 	 	1	 
	 
	 	 	 	 	 	 	 	 
	1.2	 	Purpose	 	 	1	 
	 
	 	 	 	 	 	 	 	 
	1.3	 	Effective Date	 	 	1	 
	 
	 	 	 	 	 	 	 	 
	2.1	 	Definitions	 	 	1	 
	 
	 	 	 	 	 	 	 	 
	2.2	 	Gender and Number	 	 	3	 
	 
	 	 	 	 	 	 	 	 
	3.1	 	Eligibility and Participation	 	 	3	 
	 
	 	 	 	 	 	 	 	 
	4.1	 	Administration	 	 	3	 
	 
	 	 	 	 	 	 	 	 
	5.1	 	Aggregate Number	 	 	4	 
	 
	 	 	 	 	 	 	 	 
	5.2	 	Individual Participant Limitations	 	 	4	 
	 
	 	 	 	 	 	 	 	 
	5.3	 	Reuse	 	 	4	 
	 
	 	 	 	 	 	 	 	 
	5.4	 	Adjustment in Capitalization	 	 	5	 
	 
	 	 	 	 	 	 	 	 
	6.1	 	Duration of Plan	 	 	5	 
	 
	 	 	 	 	 	 	 	 
	7.1	 	Grant of Options	 	 	5	 
	 
	 	 	 	 	 	 	 	 
	7.2	 	Option Agreement	 	 	5	 
	 
	 	 	 	 	 	 	 	 
	7.3	 	Option Price	 	 	5	 
	 
	 	 	 	 	 	 	 	 
	7.4	 	Exercise of Options	 	 	5	 
	 
	 	 	 	 	 	 	 	 
	7.5	 	Payment	 	 	6	 
	 
	 	 	 	 	 	 	 	 
	7.6	 	Limitations on ISOs	 	 	7	 
	 
	 	 	 	 	 	 	 	 
	7.7	 	Restrictions on Stock Transferability	 	 	8	 
	 
	 	 	 	 	 	 	 	 
	7.8	 	Termination of Employment or Service	 	 	8	 
	 
	 	 	 	 	 	 	 	 
	 

	 	(a)
	 	Termination of Employment or Service Due to Death or Disability
	 	 	8	 
	 
	 	 	 	 	 	 	 	 
	 

	 	(b)
	 	Termination of Employment or Service Due to Retirement
	 	 	8	 
	 
	 	 	 	 	 	 	 	 
	 

	 	(c)
	 	Resignation or Termination Without Cause
	 	 	9	 
	 
	 	 	 	 	 	 	 	 
	 

	 	(d)
	 	Termination for Cause
	 	 	9	 
	 
	 	 	 	 	 	 	 	 
	7.9	 	Effect of a Change in Control	 	 	9	 
	 
	 	 	 	 	 	 	 	 
	7.10	 	Nontransferability of Options	 	 	9	 
	 
	 	 	 	 	 	 	 	 
	8.1	 	Grant of Stock Appreciation Rights	 	 	10	 
	 
	 	 	 	 	 	 	 	 
	8.2	 	Payment of SAR Amount	 	 	10	 
	 
	 	 	 	 	 	 	 	 
	8.3	 	Form and Timing of Payment	 	 	10	 
	 
	 	 	 	 	 	 	 	 
	8.4	 	Limit of Appreciation	 	 	11	 






i









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 
	8.5	 	Term of SAR	 	 	11	 
	 
	 	 	 	 	 	 	 	 
	8.6	 	Termination of Employment or Service; Change in Control	 	 	11	 
	 
	 	 	 	 	 	 	 	 
	8.7	 	Nontransferability of SARs	 	 	11	 
	 
	 	 	 	 	 	 	 	 
	9.1	 	Grant of Restricted Stock	 	 	11	 
	 
	 	 	 	 	 	 	 	 
	9.2	 	Transferability	 	 	11	 
	 
	 	 	 	 	 	 	 	 
	9.3	 	Other Restrictions	 	 	12	 
	 
	 	 	 	 	 	 	 	 
	9.4	 	Voting Rights	 	 	12	 
	 
	 	 	 	 	 	 	 	 
	9.5	 	Dividends and Other Distributions	 	 	12	 
	 
	 	 	 	 	 	 	 	 
	9.6	 	Termination of Employment or Service; Change in Control	 	 	12	 
	 
	 	 	 	 	 	 	 	 
	 

	 	(a)
	 	Termination of Employment or Service Due to Death or Disability
	 	 	12	 
	 
	 	 	 	 	 	 	 	 
	 

	 	(b)
	 	Termination of Employment or Service for Reasons Other
than Death or Disability
	 	 	12	 
	 
	 	 	 	 	 	 	 	 
	 

	 	(c)
	 	Change in Control
	 	 	12	 
	 
	 	 	 	 	 	 	 	 
	9.7	 	Nontransferability of Restricted Stock	 	 	13	 
	 
	 	 	 	 	 	 	 	 
	10.1	 	Grant of Phantom Stock Units	 	 	13	 
	 
	 	 	 	 	 	 	 	 
	10.2	 	Value	 	 	13	 
	 
	 	 	 	 	 	 	 	 
	10.3	 	Payment for Phantom Stock Units	 	 	13	 
	 
	 	 	 	 	 	 	 	 
	10.4	 	Form and Timing of Payment	 	 	13	 
	 
	 	 	 	 	 	 	 	 
	10.5	 	Termination of Employment or Service; Change in Control	 	 	14	 
	 
	 	 	 	 	 	 	 	 
	10.6	 	Nontransferability	 	 	14	 
	 
	 	 	 	 	 	 	 	 
	10.7	 	No Dividend Payments	 	 	14	 
	 
	 	 	 	 	 	 	 	 
	10.8	 	Expiration	 	 	14	 
	 
	 	 	 	 	 	 	 	 
	11.1	 	Beneficiary Designation	 	 	14	 
	 
	 	 	 	 	 	 	 	 
	12.1	 	Employment or Service	 	 	14	 
	 
	 	 	 	 	 	 	 	 
	12.2

	 	Participation
	 	 
	 	 	14	 
	 
	 	 	 	 	 	 	 	 
	13.1	 	In General	 	 	14	 
	 
	 	 	 	 	 	 	 	 
	13.2	 	Definition	 	 	15	 
	 
	 	 	 	 	 	 	 	 
	14.1	 	Amendment, Modification, and Termination of Plan	 	 	16	 
	 
	 	 	 	 	 	 	 	 
	14.2	 	Interpretation	 	 	16	 
	 
	 	 	 	 	 	 	 	 
	15.1	 	Tax Withholding	 	 	16	 
	 
	 	 	 	 	 	 	 	 
	15.2	 	Share Withholding	 	 	16	 
	 
	 	 	 	 	 	 	 	 
	16.1	 	Indemnification	 	 	17	 
	 
	 	 	 	 	 	 	 	 
	17.1	 	Requirements of Law	 	 	17	 
	 
	 	 	 	 	 	 	 	 
	17.2	 	Governing Law	 	 	17	 






ii









 





IRWIN FINANCIAL CORPORATION




AMENDED AND RESTATED 2001 STOCK PLAN




Section 1. Establishment, Purpose, and Effective Date of Plan




     1.1 Establishment. Irwin Financial Corporation, an Indiana corporation, hereby establishes
the Irwin Financial Corporation Amended and Restated 2001 Stock Plan (the “Plan”) for employees and
non-employee directors of the Company and its subsidiaries. The Plan permits the grant of stock
options, stock appreciation rights, restricted stock and phantom stock units, with common stock or
cash as possible payout mediums for payment under the Plan.



     1.2 Purpose. The purpose of the Plan is to advance the interests of the Company and its
stockholders, by encouraging and providing for the acquisition of an equity interest in the success
of the Company by employees of the Company and its subsidiaries and non-employee directors, by
providing additional incentives and motivation toward superior performance of the Company, and by
enabling the Company to attract and retain the services of employees and non-employee directors
upon whose judgment, interest, and special effort the successful conduct of its operations is
largely dependent.



     1.3 Effective Date. The Plan shall become effective immediately upon its adoption by the
Board of Directors of the Company, subject to ratification by the stockholders of the Company.
Awards may be granted hereunder on or after the effective date but shall in no event be exercisable
or payable to a Participant prior to such stockholder approval; and, if such approval is not
obtained within twelve (12) months after the effective date, such Awards shall be of no force and
effect.



Section 2. Definitions




     2.1 Definitions. Whenever used herein, the following terms shall have their respective
meanings set forth below:



          “Award” means any Option, Stock Appreciation Right, Restricted Stock, or Phantom Stock Unit,
granted under this Plan.




          “Board” means the Board of Directors of the Company.




          “Cause” is defined in Section 14.2.




          “Code” means the Internal Revenue Code of 1986, as amended.




          “Change in Control” is defined in Section 13.2 herein.




          “Committee” means the Compensation Committee of the Board or such other committee appointed
from time to time by the Board to administer this Plan. The Committee shall consist of two or more
members, each of whom shall qualify as a “non-employee director,”




 









 




as the term (or similar or successor term) is defined by Rule 16b-3, and as an “outside
director” within the meaning of Code Section 162(m) and regulations thereunder.




          “Company” means Irwin Financial Corporation, a Indiana corporation.




          “Disability” is defined in Section 14.2.




          “Employee” means an employee (including officers and directors who are also employees) of the
Company or its subsidiaries, or any branch or division thereof.




          “Fair Market Value” means the mean of the closing bid and ask prices of the Stock as reported
by the New York Stock Exchange on a particular date. In the event that there are no Stock
transactions on such date, the Fair Market Value shall be determined as of the immediately
preceding date on which there were Stock transactions.




          “Named Executive Officer” means a Participant who, as of the date of vesting and/or payout of
an Award, as applicable, is one of the group of covered employees, as defined in the regulations
promulgated under Code Section 162(m), or any successor statute.




          “Non-Employee Director” means a director of the Company who is not, and for a period of at
least one year, has not been an Employee.




          “Option” means the right to purchase Stock at a stated price for a specified period of time.
For purposes of the Plan an Option may be either (i) an “Incentive Stock Option,” or “ISO” within
the meaning of Section 422 of the Code, (ii) a “Nonstatutory (Nonqualified) Stock Option,” or
“NSO,” or (iii) any other type of option encompassed by the Code.




          “Participant” means any Non-Employee Director and any Employee designated by the Committee (or
its delegate, if appropriate under Section 3.1) to participate in the Plan.




          “Performance-Based Exception” means the exception for performance-based compensation from the
tax deductibility limitations of Code Section 162(m).




          “Period of Restriction” means the period during which the transfer of shares of Restricted
Stock is restricted pursuant to Section 9 of the Plan.




          “Phantom Stock Unit” is described under Section 10.




          “Plan” means the Irwin Financial Corporation Amended and Restated 2001 Stock Plan as set forth
herein and any amendments hereto.




          “Restricted Stock” means Stock granted to a Participant pursuant to Section 9 of the Plan.




          “Retirement” is defined in Section 14.2.




 









 








          “Rule 16b-3” means Rule 16b-3 or any successor or comparable rule or rules applicable to
Awards granted under the Plan promulgated by the Securities and Exchange Commission under Section
16(b) of the Securities Exchange Act of 1934, as amended.




          “Stock” means the Common Stock, without par value, of the Company.




          “Stock Appreciation Right” and “SAR” mean the right to receive a payment from the Company
equal to the excess of the Fair Market Value of a share of stock at the date of exercise over a
specified price fixed by the Committee, which shall not be less than 100% of the Fair Market Value
of the Stock on the date of grant. In the case of a Stock Appreciation Right which is granted in
conjunction with an Option, the specified price shall be the Option exercise price.




     2.2 Gender and Number. Except when otherwise indicated by the context, words in the masculine
gender when used in the Plan shall include the feminine gender, the singular shall include the
plural, and the plural shall include the singular.



Section 3. Eligibility and Participation




     3.1 Eligibility and Participation. Participants in the Plan shall be selected by the
Committee from among the Employees. Non-Employee Directors shall also be eligible to participate
in the Plan. For purposes of Awards to individuals who are neither Named Executive Officers nor
directors of the Company, the Committee may delegate its authority to select Participants in the
Plan, to select the type of Awards to be received by such Participants, and to allocate
Committee-approved block Awards, to such individuals or bodies as the Committee designates in
writing. If such delegation occurs, “Committee” as used herein shall mean such individual or body.



Section 4. Administration




     4.1 Administration. The Committee shall be responsible for the administration of the Plan.
The Committee, by majority action thereof (whether taken during a meeting or by written consent),
is authorized to interpret the Plan, to prescribe, amend, and rescind rules and regulations
relating to the Plan, to provide for conditions and assurances deemed necessary or advisable to
protect the interests of the Company, and to make all other determinations necessary or advisable
for the administration of the Plan, but only to the extent not contrary to the express provisions
of the Plan; provided, however, the Committee shall not reprice or otherwise decrease the exercise
price applicable to any outstanding Option, except in connection with an adjustment contemplated by
Section 5.4. The Committee’s authorization to administer the Plan shall extend to developing and
implementing rules and regulations relating to sub-plans established for the purpose of qualifying
for preferred tax treatment under foreign tax laws and accommodating the specific requirements of
local laws and procedures, including but not limited to the adoption of rules and procedures
regarding the conversion of local currency, withholding procedures and handling of stock
certificates which vary with local requirements. Determinations, interpretations, or other actions
made or taken by the Committee pursuant to the provisions of the Plan shall be final and binding
and conclusive for all purposes and upon all persons whomsoever.



 









 




To the extent deemed necessary or advisable for purposes of Rule 16b-3 or otherwise, the Board
may act as the Committee hereunder.




Section 5. Stock Subject to Plan and Maximum Awards




     5.1 Aggregate Number. The total number of shares of Stock that may be issued pursuant to
Awards under the Plan may not exceed 4,000,000 (of this total number, all such shares may be issued
with respect to Incentive Stock Options). Such numbers of shares shall be subject to adjustment
upon occurrence of any of the events described in Section 5.4. The shares to be delivered under
the Plan may consist, in whole or in part, of authorized but unissued Stock or treasury Stock, not
reserved for any other purpose. In addition, up to an aggregate of 2,000,000 SARs may be granted
under the Plan.



     5.2 Individual Participant Limitations. Unless and until the Committee determines that an
Award to a Named Executive Officer shall not be designed to comply with the Performance-Based
Exception, the following rules shall apply to grants of such Awards under the Plan:




	 	(a)	 	Subject to adjustment as provided in Section 5.4, the maximum
aggregate number of shares of Stock (including Options, Restricted Stock SARs,
and Phantom Stock Units to be paid out in shares) that may be granted under
this Plan in any calendar year pursuant to any Award held by any Participant
shall be 300,000 shares. Such numbers of shares shall be subject to adjustment
upon occurrence of any of the events described in Section 5.4.
	 
	 	(b)	 	The maximum aggregate cash payout (including SARs and Phantom
Stock Units paid out in cash) with respect to Awards granted under this Plan in
any calendar year which may be made to any Participant shall be one million
dollars ($1,000,000.00).





     5.3 Reuse. If, and to the extent:




	 	(a)	 	An Option shall expire or terminate for any reason without
having been exercised in full (including, without limitation, cancellation and
re-grant), or in the event that an Option is exercised or settled in a manner
such that some or all of the shares of Stock related to the Option are not
issued to the Participant (or beneficiary) including as the result of the use
of shares for withholding taxes, the shares of Stock subject thereto which have
not become outstanding shall (unless the Plan shall have terminated) become
available for issuance under the Plan; provided, however, that with respect to
a share-for-share exercise, only the net shares issued shall be deemed to have
become outstanding as a result thereof.
	 
	 	(b)	 	Restricted Stock or Phantom Stock Units under the Plan are
forfeited for any reason, or settled in cash in lieu of Stock or in a manner
such that some or all of the shares of Stock related to the Award are not
issued to




 









 












	 	 	 	the Participant (or beneficiary), such shares of Stock shall (unless the
Plan shall have terminated) become available for issuance under the Plan.
	 
	 	(c)	 	SARs expire or terminate for any reason without having been
earned in full, an equal number of SARs shall (unless the Plan shall have
terminated) become available for issuance under the Plan.





     5.4 Adjustment in Capitalization. In the event of any change in the outstanding shares of
Stock that occurs after ratification of the Plan by the stockholders of the Company by reason of a
Stock dividend or split, recapitalization, merger, consolidation, combination, separation
(including a spin-off), exchange of shares, or other similar corporate change or distribution of
stock or property by the Company, the number and class of and/or price of shares of Stock subject
to each outstanding Award, the number of shares of Stock available for Awards and the number and
class of shares of Stock set forth in Sections 5.1 and 5.2, shall be adjusted appropriately by the
Committee, whose determination shall be conclusive; provided, however, that fractional shares shall
be rounded to the nearest whole share. In such event, the Committee also shall have discretion to
make appropriate adjustments in the number and type of shares subject to Awards then outstanding
under the Plan pursuant to the terms of such grants or otherwise.



Section 6. Duration of Plan




     6.1 Duration of Plan. The Plan shall remain in effect until, and no Award may be granted on
or after, April 25, 2011, subject to the Board’s right to earlier terminate the Plan pursuant to
Section 14 hereof.



Section 7. Stock Options




     7.1 Grant of Options. Subject to the provisions of Section 5 and 6, Options may be granted to
Participants at any time and from time to time as shall be determined by the Committee. The
Committee shall have complete discretion in determining the number of Options granted to each
Participant. The Committee may grant any type of Option to purchase Stock that is permitted by law
at the time of grant.



     7.2 Option Agreement. Each Option shall be evidenced by an option agreement that shall
specify the type of Option granted, the Option price, the duration of the Option, the number of
shares of Stock to which the Option pertains, the vesting schedule for the Options, and such other
provisions as the Committee shall determine.



     7.3 Option Price. No Option granted pursuant to the Plan shall have an Option price that is
less than the Fair Market Value of the Stock on the date the Option is granted.



     7.4 Exercise of Options. Options awarded under the Plan shall be exercisable at such times
and be subject to such restrictions and conditions as the Committee shall approve, either at the
time of grant of such Options or pursuant to a general determination, and which need not be the
same for all Participants. Each Option which is intended to qualify as an Incentive Stock Option
pursuant to Section 422 of the Code, and each Option which is intended to qualify as



 









 







another type of ISO which may subsequently be authorized by law, shall comply with the
applicable provisions of the Code pertaining to such Options.



     7.5 Payment. Options shall be exercised by the delivery of a written notice of exercise to
the Company, setting forth the number of shares of Stock with respect to which the Option is to be
exercised, accompanied by full payment for the Stock. The Option price upon exercise of any Option
shall be payable to the Company in full, as provided in the option agreement, either:




	 	(a)	 	in cash, check or wire transfer, denominated in U.S. Dollars
except with the consent of the Committee or as specified by the Committee with
respect to foreign employees or foreign sub-plans;
	 
	 	(b)	 	by tendering previously-acquired Stock (as determined by the
Committee) having an aggregate Fair Market Value at the time of exercise equal
to the total Option price,
	 
	 	(c)	 	if the Committee shall authorize in its sole discretion, by
payment of the purchase price in installments or with other borrowed funds;
provided, however, that the provisions of each installment purchase agreement:
(i) shall provide that the purchaser, at the purchaser’s option, may pay any or
all such installments at one time, (ii) shall comply with all applicable credit
regulations, if any, then in effect and issued or enacted by governmental
authority having jurisdiction, including Regulation U of the Board of Governors
of the Federal Reserve System if such Regulation is then in effect, (iii) shall
be established by the Committee and shall include a specified rate of interest
payable on the unpaid balance, and (iv) shall require that the certificate for
Shares purchased pursuant to installment arrangement be pledged to the Company,
	 
	 	 	 	The certificates for stock purchased pursuant to an installment purchase
agreement will be delivered to the purchaser, who shall take title to such
Stock, and shall be immediately deposited by the purchaser, together with a
properly executed stock power, with the Secretary of the Company to be held
by the Company as security for the payment of the installments of the
purchase price, including interest. The purchaser shall be entitled to all
voting rights with respect thereto and all cash dividends paid thereon. In
the event of the payment by the Company of a stock dividend on or the
declaration by the Company of a stock split with respect to any of its Stock
held as security pursuant to an installment purchase agreement hereunder,
the pledge under such agreement shall extend to the Stock issued in payment
of such stock dividend or on account of such stock split. The purchaser
shall deliver to the Company the certificates representing the dividend or
split Stock upon receipt thereof, together with a properly executed stock
power. In the event that the Stock held as security pursuant to an
installment purchase agreement shall be changed or reclassified as a result
of any charter amendment, recapitalization,





 









 






	 	 	 	reorganization, merger, consolidation, sale of assets or similar
transactions, the changed or reclassified Stock or other assets or both
received as a result of such transaction shall be substituted for the Stock
pledged under such agreement; and the purchaser shall promptly deliver to
the Company any certificates issued to represent the Stock so changed or
reclassified and any such other assets, together with a properly executed
stock power. If rights to subscribe for or purchase Stock or other
securities shall be issued to holders of Stock held as security pursuant to
an installment purchase agreement, such rights shall belong to the purchaser
free from pledge. Upon completion of payment for such Stock, including
interest to the date of payment, and subject to any requirements necessary
to comply with Regulation U or other applicable credit regulations, the
purchaser shall be entitled to the return from the Company of the
certificates so pledged,
	 
	 	(d)	 	by any other means which the Committee determines to be
consistent with the Plan’s purpose and applicable law,
	 
	 	(e)	 	by having the notice of exercise direct that the certificate or
certificates for such Shares for which the option is exercised be delivered to
a licensed broker acceptable to the Company as the agent for the individual
exercising the option and, at the time such certificate or certificates are
delivered, the broker tenders to the Company cash or cash equivalents
acceptable to the Company equal to the purchase price for such Shares purchased
pursuant to the exercise of the option plus the amount (if any) of federal and
other taxes which the Company may, in its sole judgment, be required to
withhold with respect to the exercise of the option, or
	 
	 	(f)	 	by a combination of (a), (b), (c), (d) and (e).




The exercise of an Option shall cancel any SAR which was specifically granted in tandem with such
Option to the extent of the number of shares as to which the Option is exercised. As soon as
practicable after receipt of each notice and full payment, the Company shall deliver to the
Participant a certificate or certificates representing acquired shares of Stock.




     7.6 Limitations on ISOs. Notwithstanding anything in the Plan to the contrary, to the extent
required from time to time by the Code, the following additional provisions shall apply to the
grant of Options which are intended to qualify as Incentive Stock Options (as such term is defined
in Section 422 of the Code):




	 	(a)	 	The aggregate Fair Market Value (determined as of the date the
Option is granted) of the shares of Common Stock with respect to which
Incentive Stock Options are exercisable for the first time by any Participant
during any calendar year (under all plans of the Company) shall not exceed
$100,000 or such other amount as may subsequently be specified by the Code;
provided that, to the extent that such limitation is exceeded, any




 









 






	 	 	 	excess Options (as determined under the Code) shall be deemed to be
Nonstatutory (Nonqualified) Stock Options.






	 	(b)	 	Any Incentive Stock Option authorized under the Plan shall
contain such other provisions as the Committee shall deem advisable, but shall
in all events be consistent with and contain or be deemed to contain all
provisions required in order to qualify the Options as Incentive Stock Options,
including, but not limited to, provisions applicable to Incentive Stock Options
granted to a 10% shareholder of the Company within the meaning of Code Section
422(b)(6).
	 
	 	(c)	 	All Incentive Stock Options must be granted within ten years
from the date on which this Plan was adopted by the Board of Directors.
	 
	 	(d)	 	Unless exercised, terminated, or canceled sooner, all Incentive
Stock Options shall expire no later than ten years after the date of grant
(five years in the case of an ISO granted to a 10% shareholder).





     7.7 Restrictions on Stock Transferability. The Committee shall impose such restrictions on
any shares of Stock acquired pursuant to the exercise of an Option under the Plan as it may deem
advisable, including, without limitation, restrictions under the applicable federal securities law,
under the requirements of any stock exchange upon which such shares of Stock are then listed and
under any blue sky or state securities laws applicable to such shares.



     7.8 Termination of Employment or Service. Unless otherwise provided in the option agreement,
subsections (a) through (d) shall apply.




	 	(a)	 	Termination of Employment or Service Due to Death or
Disability. In the event a Participant’s employment or service as a
Non-Employee Director is terminated by reason of death or disability, any
outstanding Options whether or not then exercisable, may be exercised within
three (3) years after such date of termination of employment or service. In no
case shall the period for exercise extend beyond the expiration date of such
option grant.
	 
	 	(b)	 	Termination of Employment or Service Due to Retirement. In the
event that a Participant’s employment or service as a Non-Employee Director is
terminated due to retirement, the Options theretofore granted to such
Participant may be exercised to the extent that such Participant was entitled
to exercise the Options at the date of such termination, but only within a
period of three (3) years beginning on the day following the date of such
termination, and provided further that any Incentive Stock Options may be
exercised only within a period of three (3) months beginning on the day
following the date of such termination. In no case shall the period for
exercise extend beyond the expiration date of such Option grant. So long as a
Participant shall continue to serve as a Non-Employee Director or continue to
be an employee of the Company, the Options granted to the




 









 












	 	 	 	Participant shall not be affected by any change of duties or position. A
change of employment from the Company to a subsidiary, from a subsidiary to
the Company, from one subsidiary to another, or any combination thereof,
shall not be considered to be a termination of employment for purposes of
this Plan.
	 
	 	(c)	 	Resignation or Termination Without Cause. In the event that a
Participant’s employment with the Company or its subsidiaries or the service of
a Non-Employee Director is terminated due to resignation or termination without
cause (other than in circumstances that constitute a retirement), the options
theretofore granted to such Participant may be exercised to the extent that
such Participant was entitled to exercise the options at the date of such
resignation, but only within a period of three (3) months beginning on the day
following the date of such termination. In no case shall the period for
exercise extend beyond the expiration date of such option.
	 
	 	(d)	 	Termination for Cause. Notwithstanding anything herein to the
contrary, all outstanding options shall immediately terminate without further
action on the part of the Company in the event of the termination of a
Participant’s employment or service with the Company or its subsidiaries for
Cause.





     7.9 Effect of a Change in Control. Unless otherwise provided in the Stock Option agreement,
the following shall apply in the event of a Change of Control. Upon the occurrence of a Change of
Control, the Company shall provide written notice thereof (the “Change in Control Notice”) to the
Participants. The Company shall have the right, but not the obligation, to terminate all
outstanding options as of the 30th day immediately following the date of the sending of the Change
in Control Notice by including a statement to such effect in the Change in Control Notice. Upon
delivery of the Change in Control Notice and regardless of whether the Company elects to terminate
the outstanding options, the Participants shall have the right to immediately exercise all
outstanding options (whether or not immediately exercisable, notwithstanding the Change in Control)
in full during the 30-day period notwithstanding the other terms and conditions otherwise set forth
in the Plan or in any certificate or agreement representing such option.



     7.10 Nontransferability of Options. Except as provided below, no Option granted under the
Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, otherwise
than by will or by the laws of descent and distribution. Further, all Options granted to a
Participant under the Plan shall be exercisable during his lifetime only by such Participant.
Notwithstanding the foregoing, the Committee may, in its discretion, authorize all or a portion of
the Options (other than Incentive Stock Options) granted to a Participant to be on terms which
permit transfer by such Participant to:




	 	(a)	 	the spouse, children or grandchildren of the Participant
(“Immediate Family Members”);




 









 






	 	(b)	 	a trust or trusts for the exclusive benefit of such Immediate
Family Members, or;






	 	(c)	 	a partnership in which such Immediate Family Members are the
only partners, provided that:






	 	(i)	 	there may be no consideration for any such
transfer;
	 
	 	(ii)	 	the Award agreement pursuant to which such
Options are granted expressly provides for transferability in a manner
consistent with this Section 7.10; and
	 
	 	(iii)	 	subsequent transfers of transferred Options
shall be prohibited except transfers back to the Participant or those
in accordance with Section 11.




Following transfer, any such Options shall continue to be subject to the same terms and conditions
as were applicable immediately prior to the transfer, provided that for purposes of Section 11
hereof, the term “Participant” shall be deemed to refer to the transferee. The provisions of
Section 7 relating to the period of exercisability and expiration of the Option shall continue to
be applied with respect to the original Participant, and the Option shall be exercisable by the
transferee only to the extent, and for the periods, set forth in said Section 7.




     7.11 Compliance with Code Section 409A. No Option shall provide for deferral of compensation
that does not comply with Section 409A of the Code, unless the Board, at the time of grant,
specifically provides that the Option is not intended to comply with Section 409A of the Code.



Section 8. Stock Appreciation Rights




     8.1 Grant of Stock Appreciation Rights. Subject to the provisions of Sections 5 and 6, Stock
Appreciation Rights (“SARs”) may be granted to Participants at any time and from time to time as
shall be determined by the Committee. The Committee shall have complete discretion in determining
the number of SARs granted to each Participant. Each SAR award shall be evidenced by an Award
agreement setting forth the number of shares of Stock to which the SAR pertains, the vesting
schedule for the SARs, and such other provisions as the Committee shall determine.



     8.2 Payment of SAR Amount. Upon exercise of the SAR, the Participant shall be entitled to
receive payment of an amount (subject to Section 8.4 below) determined by multiplying:




	 	(a)	 	The difference between the Fair Market Value of a share of
Stock at the date of exercise over the price fixed by the Committee at the date
of grant, by
	 
	 	(b)	 	The number of shares with respect to which the Stock
Appreciation Right is exercised.




 









 











     8.3 Form and Timing of Payment. At the discretion of the Committee, payment to the
Participant of the SAR amount described in Section 8.2 may be made in cash or Stock, or in a
combination thereof.



     8.4 Limit of Appreciation. At the time of grant, the Committee may establish in its sole
discretion, a maximum amount per share which will be payable upon exercise of an SAR.



     8.5 Term of SAR. The term of an SAR granted under the Plan shall not exceed ten years.



     8.6 Termination of Employment or Service; Change in Control. Unless otherwise provided in the
Award agreement, in the event of (i) termination of the employment or service of a Participant, or
(ii) upon a Change in Control, any SARs outstanding shall be treated in the same manner as
specified for Options (excluding Incentive Stock Options) under Sections 7.8 and 7.9 respectively.



     8.7 Nontransferability of SARs. No SAR granted under the Plan may be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated, otherwise than by will or by the laws of
descent and distribution. Further, all SARs granted to a Participant under the Plan shall be
exercisable during his lifetime only by such Participant.



Section 9. Restricted Stock




     9.1 Grant of Restricted Stock. Subject to the provisions of Sections 5 and 6, the Committee,
at any time and from time to time, may grant shares of Restricted Stock under the Plan to such
Participants and in such amounts as it shall determine. Each grant of Restricted Stock shall be
evidenced by an Award agreement which shall specify the number of shares of stock granted, the
schedule for lapse of the restrictions, and such other provisions as the Committee shall determine.
If such Award agreement specifies a purchase price to be paid by Participant for the Restricted
Stock, such price may be paid in any of the forms described under Sections 7.5(a)-(f) above.



     The Committee may at any time and from time to time, establish performance criteria with
respect to an Award of Restricted Stock. The performance criteria or standards shall be determined
by the Committee in writing and may be absolute in their terms or measured against or in
relationship to other companies comparably, similarly or otherwise situated and may be based on or
adjusted for any other objective goals, events, or occurrences established by the Committee,
provided that such criteria or standards relate to one or more of the following: earnings,
earnings growth, revenues, expenses, stock price, market share, charge-offs, loan loss reserves,
reductions in non-performing assets, return on assets, return on equity, or assets, investment,
regulatory compliance, satisfactory internal or external audits, improvement of financial ratings,
achievement of balance sheet or income statement objectives, extraordinary charges, losses from
discontinued operations, restatements and accounting changes and other unplanned special charges
such as restructuring expenses, acquisition expenses including goodwill, unplanned stock offerings
and strategic loan loss provisions. Such performance standards may be particular to a line of
business, subsidiary or other unit or may be based on the performance of the Company generally.



 









 





     9.2 Transferability. Except as provided in Sections 9.6 and 9.7 hereof, the shares of
Restricted Stock granted hereunder may not be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated for such period of time (the “Period of Restriction”) as shall be
determined by the Committee and shall be specified in the Restricted Stock Award agreement, or upon
earlier satisfaction of other conditions, as specified by the Committee in its sole discretion and
set forth in the Restricted Stock Award agreement.



     9.3 Other Restrictions. The Committee shall impose such other restrictions on any shares of
Restricted Stock granted pursuant to the Plan as it may deem advisable including, without
limitation, restrictions under applicable federal or state securities laws, and may legend the
certificates representing Restricted Stock to give appropriate notice of such restrictions.



     9.4 Voting Rights. Participants holding shares of Restricted Stock granted hereunder may
exercise full voting rights with respect to those shares during the Period of Restriction.



     9.5 Dividends and Other Distributions. During the Period of Restriction, Participants holding
shares of Restricted Stock granted hereunder shall be entitled to receive all dividends and other
distributions paid with respect to those shares while they are so held. If any dividends or
distributions are paid in shares of Stock pursuant to Section 5.4, the shares shall be subject to
the same restrictions on transferability as the shares of Restricted Stock with respect to which
they were paid.



     9.6 Termination of Employment or Service; Change in Control. Unless otherwise provided in the
Award agreement, the following shall apply:




	 	(a)	 	Termination of Employment or Service Due to Death or
Disability. In the event a Participant’s employment or service as a
Non-Employee Director is terminated due to death or disability, the Period of
Restriction applicable to the Restricted Stock pursuant to Subsection 9.2
hereof shall automatically terminate and, except as otherwise provided in
Subsection 9.3, the shares of Restricted Stock shall thereby be free of
restrictions and freely transferable.
	 
	 	(b)	 	Termination of Employment or Service for Reasons Other than
Death or Disability. In the event that a Participant’s employment or service
as a Non-Employee Director is terminated for any reason other than death or
disability during the Period of Restriction, then any shares of Restricted
Stock still subject to restrictions at the date of such termination
automatically shall be forfeited and returned to the Company; provided,
however, that, in the event of retirement or an involuntary termination of the
employment of a Participant by the Company other than for cause, the Committee
in its sole discretion may waive the automatic forfeiture of any or all such
shares and/or may add such new restrictions to such shares of Restricted Stock
as it deems appropriate.
	 
	 	(c)	 	Change in Control. Unless otherwise provided in the Award
agreement, upon a Change in Control, the Period of Restriction applicable to
the




 









 






	 	 	 	Restricted Stock pursuant to Subsection 9.2 hereof shall automatically
terminate and, except as otherwise provided in Subsection 9.3, the shares of
Restricted Stock shall thereby be free of restrictions and freely transferable.





     9.7 Nontransferability of Restricted Stock. No shares of Restricted Stock granted under the
Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, otherwise
than by will or by the laws of descent and distribution until the termination of the applicable
Period of Restriction. All rights with respect to Restricted Stock granted to a Participant under
the Plan shall be exercisable during his lifetime only by such Participant.



Section 10. Phantom Stock Units




     10.1 Grant of Phantom Stock Units. Subject to the provisions of Sections 5 and 6, Phantom
Stock Units may be granted to Participants at any time and from time to time as shall be determined
by the Committee. Each grant of Phantom Stock Units shall be evidenced by an Award agreement
setting forth the number of Phantom Stock Units, the applicable vesting schedule and such other
provisions as the Committee shall determine.



     The Committee may at any time and from time to time, establish performance criteria with
respect to an Award of Phantom Stock Units. The performance criteria or standards shall be
determined by the Committee in writing and may be absolute in their terms or measured against or in
relationship to other companies comparably, similarly or otherwise situated and may be based on or
adjusted for any other objective goals, events, or occurrences established by the Committee,
provided that such criteria or standards relate to one or more of the following: earnings,
earnings growth, revenues, expenses, stock price, market share, charge-offs, loan loss reserves,
reductions in non-performing assets, return on assets, return on equity, or assets, investment,
regulatory compliance, satisfactory internal or external audits, improvement of financial ratings,
achievement of balance sheet or income statement objectives, extraordinary charges, losses from
discontinued operations, restatements and accounting changes and other unplanned special charges
such as restructuring expenses, acquisition expenses including goodwill, unplanned stock offerings
and strategic loan loss provisions. Such performance standards may be particular to a line of
business, subsidiary or other unit or may be based on the performance of the Company generally.



     10.2 Value. Each Phantom Stock Unit shall represent one share of Stock.



     10.3 Payment for Phantom Stock Units. After satisfaction of the vesting schedule specified in
the Award agreement, the holder of a Phantom Stock Unit shall be entitled to receive the
then-current Fair Market Value of a share of Stock multiplied by the number of Phantom Stock Units
he chooses to exercise, less the exercise price to be paid by Participant (if any) as specified in
the Award agreement. If such Award agreement specifies an exercise price to be paid by Participant
for the Phantom Stock Units, such price may be paid in any of the forms described under Section
7.5(a)-(f) above.



 









 





     10.4 Form and Timing of Payment. Payment to the Participant as described in Section 10.3
above may be made in cash, Stock, or a combination thereof as determined by the Committee. Payment
may be made in a lump sum or installments as prescribed by the Committee. If any payment is to be
made on a deferred basis, the Committee may provide for the payment of dividend equivalents or
interest during the deferral period.



     10.5 Termination of Employment or Service; Change in Control. Unless otherwise provided in
the Award agreement, in the event of (i) termination of the employment or service of a Participant,
or (ii) upon a Change in Control, any Phantom Stock Units outstanding shall be treated in the same
manner as specified for Options (excluding Incentive Stock Options) under Sections 7.8 and 7.9
respectively.



     10.6 Nontransferability. No Phantom Stock Units granted under the Plan may be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated, otherwise than by will or
by the laws of descent and distribution. All rights with respect to Phantom Stock Units granted to
a Participant under the Plan shall be exercisable during his lifetime only by such Participant.



     10.7 No Dividend Payments. A Participant granted Phantom Stock Units shall not be credited
with any dividends which would be received with respect to an equivalent number of shares of Stock.



     10.8 Expiration. A Participant’s Phantom Stock Units shall in all events expire on the tenth
anniversary of the date on which they were awarded.



Section 11. Beneficiary Designation




     11.1 Beneficiary Designation. Each Participant under the Plan may name, from time to time,
any beneficiary or beneficiaries (who may be named contingently or successively) to whom any
benefit under the Plan is to be paid in case of his death before he receives any or all of such
benefit. Each designation will revoke all prior designations by the same Participant, shall be in
a form provided by the Company, and will be effective only when filed by the Participant in writing
with the Committee during his lifetime. In the absence of any such designation, benefits remaining
unpaid at the Participant’s death shall be paid to his estate.



Section 12. Rights of Employees and Non-Employee Directors




     12.1 Employment or Service. Nothing in the Plan shall interfere with or limit in any way the
right of the Company to terminate any Participant’s employment or service as a Non-Employee
Director at any time, nor confer upon any Participant any right to continue in the employ of the
Company.



     12.2 Participation. No Employee or Non-Employee Director shall have a right to be selected as
a Participant, or, having been so selected, to be selected again as a Participant.



Section 13. Change in Control




     13.1 In General. Unless otherwise provided in an Award agreement, in the event of a Change in
Control of the Company as defined below, all Awards under the Plan shall vest 100%,



 









 




whereupon all
Options, SARs and Phantom Stock Units shall become exercisable in full and the restrictions
applicable to any Restricted Stock shall terminate.




     13.2 Definition. Unless otherwise provided in an Award agreement, a “Change in Control” shall
mean the occurrence of any of the following events:




	 	(a)	 	Any “person” (as such term is used in Sections 13(d) and 14(d)
of the Securities Exchange Act of 1934, as amended), other than (i) a trustee
or other fiduciary holding securities under an employee benefit plan of the
Company or any of its subsidiaries, or (ii) a Corporation owned directly or
indirectly by the stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company, is or becomes the
“beneficial owner” (as defined in Rule 13d-3 under said Act), directly or
indirectly, of securities of the Company representing 50% or more of the total
voting power of the then outstanding shares of capital stock of the Company
entitled to vote generally in the election of directors (the “Voting Stock”),
provided, however, that the following shall not constitute a change in control:
(1) such person becomes a beneficial owner of 50% or more of the Voting Stock
as the result of an acquisition of such Voting Stock directly from the Company,
or (2) such person becomes a beneficial owner of 30% or more of the Voting
Stock as a result of the decrease in the number of outstanding shares of Voting
Stock caused by the repurchase of shares by the Company; provided, further,
that in the event a person described in clause (1) or (2) shall thereafter
increase (other than in circumstances described in clause (1) or (2))
beneficial ownership of stock representing more than 1% of the Voting Stock,
such person shall be deemed to become a beneficial owner of 30% or more of the
Voting Stock for purposes of this paragraph (a), provided such person continues
to beneficially own 30% or more of the Voting Stock after such subsequent
increase in beneficial ownership, or
	 
	 	(b)	 	During any period of two consecutive years, individuals (the
“Incumbent Board”), who at the beginning of such period constitute the board of
directors of the Company, and any new director, whose election by the board of
directors of the Company or nomination for election by the Company’s
stockholders was approved by a vote of at least two-thirds (2/3) of the
directors then still in office who either were directors at the beginning of
the period or whose election or nomination for election was previously so
approved, cease for any reason to constitute a majority thereof, or
	 
	 	(c)	 	The Company shall become a party to an agreement of a
reorganization, merger or consolidation or the sale or other disposition of all
or
substantially all of the assets of the Company (a “Business Combination”),
in each case, unless (1) all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the Voting Stock
immediately prior to such Business Combination beneficially own,




 









 






	 	 	 	directly or
indirectly, more than 50% of the total voting power represented by the
voting securities entitled to vote generally in the election of directors of
the corporation resulting from the Business Combination (including, without
limitation, a corporation which as a result of the Business Combination owns
the Company’s or all or substantially all of the Company’s assets either
directly or through one or more subsidiaries) in substantially the same
proportions as their ownership, immediately prior to the Business
Combination of the Voting Stock of the Company, and (2) at least a majority
of the members of the board of directors of the corporation resulting from
the Business Combination were members of the Incumbent Board at the time of
the execution of the initial agreement, or action of the Incumbent Board,
providing for such Business Combination, or






	 	(d)	 	the stockholders of the Company approve a plan of complete
liquidation or dissolution of the Company.




The Committee has final authority to construe and interpret the provisions of the foregoing
paragraphs (a), (b), (c) and (d) and to determine the exact date on which a change in control has
been deemed to have occurred thereunder.




Section 14. Interpretation, Amendment, Modification, and Termination of Plan




     14.1 Amendment, Modification, and Termination of Plan. The Board at any time may terminate,
and from time to time may amend, modify or suspend the Plan in whole or part subject to any
requirement of stockholder approval imposed by applicable law, rule or regulation. No amendment,
modification, or termination of the Plan shall in any manner adversely affect any Award theretofore
granted under the Plan, without the consent of the Participant.



     14.2 Interpretation. Whether a Participant’s employment or service as a Non-Employee Director
is terminated due to “retirement,” “disability,” “resignation” or “for cause” shall be determined
pursuant to the Award agreement by the Committee in its sole discretion, which determination shall
be final and conclusive. Whether an authorized leave of absence, or absence on military or
governmental service, or for any other reason, shall constitute a termination of employment or
service for purposes of this Plan shall be determined by the Committee in its sole discretion,
which determination shall be final and conclusive. The construction, interpretation and validity
of the Plan and any Award hereunder shall be determined in accordance with and governed by the laws
of the State of Indiana applicable to contracts executed and performed in such state without giving
effect to conflicts of laws principles.



Section 15. Tax Withholding




     15.1 Tax Withholding. The Company shall have the power and the right to deduct or withhold,
or require a Participant to remit to the Company, an amount sufficient to satisfy



 









 




federal, state,
and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to
any taxable event arising as a result of the Plan.




     15.2 Share Withholding. With respect to tax withholding required upon the exercise of Options
or Phantom Stock Units, upon the lapse of restrictions on Restricted Stock, or upon any other
taxable event arising as a result of Awards granted hereunder, Participants may elect to satisfy
the payroll tax withholding requirement, in whole or in part, by having the Company withhold shares
of Stock having a Fair Market Value on the date the tax is to be determined equal to the minimum
statutory total tax withholding which would be imposed on the transaction (or to such part of the
tax so long as the balance above the minimum required withholding is paid by the Participant in
cash). All such elections shall be irrevocable, made in writing, signed by the Participant, and
shall be subject to any restrictions or limitations that the Committee, in its sole discretion,
deems appropriate.



Section 16. Indemnification




     16.1 Indemnification. Each person who is or shall have been a member of the Committee or of
the Board, or to whom a delegation has been made pursuant to Section 3.1 hereof, shall be
indemnified and held harmless by the Company against and from any loss, cost, liability, or expense
that may be imposed upon or reasonably incurred by him in connection with or resulting from any
claim, action, suit, or proceeding to which he may be a party or in which he may be involved by
reason of any action taken or failure to act under the Plan and against and from any and all
amounts paid by him in settlement thereof, with the Company’s approval, or paid by him in
satisfaction of any judgment in any such action, suit, or proceeding against him, provided he shall
give the Company an opportunity, at its own expense, to handle and defend the same before he
undertakes to handle and defend it on his own behalf. The foregoing right of indemnification shall
not be exclusive of any other rights of indemnification to which such persons may be entitled under
the Company’s Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or any
power that the Company may have to indemnify them or hold them harmless.



Section 17. Requirements of Law




     17.1 Requirements of Law. The granting of Awards and the issuance of shares of Stock upon the
exercise of an Option shall be subject to all applicable laws, rules, and regulations, and to such
approvals by any governmental agencies or national securities exchanges as may be required,
including without limitation (i) for residents of the United States, federal and state securities
laws, (ii) for residents of Canada and other jurisdictions, the securities laws of Canada and other
jurisdictions, and (iii) for the Company, the listing maintenance requirements of the New York
Stock Exchange, or other exchanges or quotation markets.



     17.2 Governing Law. The Plan, and all agreements hereunder, shall be construed in accordance
with and governed by the laws of the State of Indiana. With respect to
any dispute arising out of this Plan, an Award or alleged breaches of this Plan, an Award or
both, a Participant, by accepting an Award, irrevocably consent, to the maximum extent permitted by
law, to the jurisdiction and venue of the Federal Courts in Indiana if they have subject matter



 









 




jurisdiction, and otherwise to the jurisdiction and venue of the courts of the State of Indiana,
and the Employee shall not be entitled to a trial by jury.




Section 18 Provisions for Foreign Participants




     The Committee may make Awards to Participants who are foreign nationals, who are employed
outside of the United States of America or both (collectively, “Foreign Participants”) on terms and
conditions consistent with the Plan’s purpose but different from the provisions specified herein
without amending the Plan as may be necessary, desirable or appropriate, as determined in its sole
discretion. Subject to any requirement of stockholder approval imposed by applicable law, rule or
regulation, the Committee may modify previously granted Awards granted to Foreign Participants,
establish sub-plans or procedures under the Plan or both to reflect special terms to recognize
differences in laws, rules, regulations or customs of such foreign jurisdictions with respect to
tax, securities, currency, employee benefit or other matters.



 









 





EXHIBIT TO THE IRWIN FINANCIAL CORPORATION




AMENDED AND RESTATED 2001 STOCK PLAN




SUB-PLAN FOR BENEFICIARIES RESIDING IN CANADA



The purpose of this exhibit to the Plan is to set forth the terms and conditions defining the
rights and obligations of both the Company and Participants who are considered Canadian tax
residents at any time and who may benefit from time to time from the Options granted by the Company
in compliance with the applicable Canadian legal and tax provisions and the general terms and
conditions of the Plan.




Article I Purpose



The Committee imposes the restrictions set forth in this sub-plan to Canadian tax residents for the
purpose of allowing affected Participants to be entitled to claim a stock option deduction pursuant
to paragraph 110(1)(d) of the Canadian Income Tax Act (the “Act”) and applicable regulations. This
exhibit shall be interpreted in all events consistent with this purpose.




Article II. General Restriction for Paragraph 110(1)(d) Deduction



(a) There shall be no limit on a Participant’s right to participate in dividends or in the assets
distributed upon any liquidation of the Company with respect to Stock issued upon exercise of an
Option.



(b) Stock received on exercise of an Option cannot be converted into any other security (other than
into another security of the Company or of another corporation with which it does not deal at arm’s
length) that is, or would be, a “prescribed share” (as defined under the Act) as of the date of
conversion.



(c) An Employee cannot at that time or any time thereafter require the Company to redeem, acquire,
or cancel Stock received on exercise of an Option (except pursuant to a conversion permitted as
described in paragraph (b) above).



(d) The Company shall not have the right to redeem, acquire or cancel Stock received on exercise of
an Option except at Fair Market Value.



(e) The Company shall not be obligated to reduce the paid-up capital in respect of any Stock
received on exercise of an Option (except where the reduction is required pursuant to a conversion
permitted as described in paragraph (b) above).




Article III. Available Methods to Pay Option Exercise Price



A Participant subject to this sub-plan shall not tender shares of Stock acquired on exercise of an
Option to exercise another option; provided, however, that nothing in this sub-plan shall prohibit
any such Participant from exercising an Option by attesting that he or she owns shares of Stock


 









 






that have been held for more than six months having a total Fair Market Value that is at least
equal to its exercise price (as determined by the Committee on the date of exercise) and receiving
new shares of Stock with a total Fair Market Value equal to the difference between the value of the
Stock and the exercise price for the portion of the Option that is then being exercised by such
Participant.




Article IV Available Methods to Pay for Applicable Taxes



A Participant subject to this sub-plan shall not tender shares of Stock acquired on exercise of an
Option to satisfy his or her taxes as required by law to be withheld with respect to the exercise
of an Option; provided however, that nothing herein shall prohibit any such Participant from
attesting that he or she owns shares of Stock that have been held for at least six months with a
total Fair Market Value that is at least equal to such Participant’s applicable taxes as required
by law to be withheld with respect to any such Award.




Article V Effective Date



This Exhibit shall apply to all Options awarded to Participants who are considered Canadian tax
residents at any time on or after the Effective Date (as defined in the Plan).




 









 








IRWIN FINANCIAL CORPORATION

AMENDED AND RESTATED 2001 STOCK PLAN

AMENDMENT NUMBER ONE




     The terms and conditions of the Irwin Financial Corporation Amended and Restated 2001 Stock
Plan (the “Plan”) shall be amended to read as follows, effective November 28, 2006:



Section 2.1





	 	•	 	The definition of “Applicable Laws” is added to Section 2.1 as follows:






	 	 	 	“ ‘Applicable Laws’ means the requirements relating to, connected
with, or otherwise implicated by the administration of long-term
incentive plans under applicable state corporation laws, United
States federal and state securities laws, the Code, any stock
exchange or quotation system on which the Stock is listed or
quoted, and the applicable laws of any foreign country or
jurisdiction where Awards are, or will be, granted under the
Plan.”






	 	•	 	The definition of “Executive Officer” is added to Section 2.1 as
follows:






	 	 	 	“ ‘Executive Officer’ means an individual who is an “executive
officer” of the Company (as defined by Rule 3b-7 under the
Securities Exchange Act of 1934, as amended).”






	 	•	 	The definition of “Fair Market Value” in Section 2.1 is amended as
follows:






	 	 	 	“Fair Market Value” means the “closing market price,” which is defined by
the Securities and Exchange Commission as the price at which the
registrant’s security was last sold in the principal United States market
for such security as of the date for which the closing market price is
determined. In the event that there are no Stock transactions on such
date, the Fair Market Value shall be determined as of the immediately
preceding date on which there were Stock transactions.”





     Section 3.1




	 	 	 	The last two sentences of Section 3.1 are deleted.




 









 











     A new Section 3.2 is added immediately following Section 3.1 of the Plan as follows:




	 	 	 	“3.2 Delegation to Executive Officers. To the extent permitted by
Applicable Laws, the Committee, in its discretion, may delegate to
one or more Executive Officers all or part of the Committee’s
authority and duties with respect to the granting of Awards, but
only with respect to individuals who are not Executive Officers or
Non-Employee Directors. Any such delegation by the Committee shall
include a limitation as to the amount and type of Awards that may be
granted during the period of the delegation and shall contain
guidelines as to permissible grant dates for awards, the
determination of the exercise price of any Option or SAR and the
vesting criteria. The Committee may revoke or amend the terms of a
delegation at any time but such action shall not invalidate any
prior actions of the Committee delegatee or delegatees that were
consistent with the terms of the Plan.”





     The phrase “Applicable Laws” shall replace




	 	•	 	the phrase “applicable law” in Section 7.5(d);
	 
	 	•	 	the phrase “the applicable federal securities law, under the
requirements of any stock exchange upon which such shares of Stock are then
listed and under any blue sky or state securities laws applicable to such
shares” in Section 7.7;
	 
	 	•	 	the phrase “applicable federal or state securities laws” in Section 9.3;
	 
	 	•	 	the phrase “applicable law, rule or regulation” in Section 14.1;
	 
	 	•	 	the phrase “applicable laws, rules, and regulations, and to such
approvals by any governmental agencies or national securities exchanges as
may be required, including without limitation (i) for citizens of the
United States, federal and state securities laws, (ii) for citizens of
Canada and other jurisdictions, the securities laws of Canada and other
jurisdictions, and (iii) for the Company, the listing maintenance
requirements of the New York Stock Exchange, or other exchanges or
quotation markets” in Section 17.1; and
	 
	 	•	 	the phrase “applicable law, rule or regulation” in Section 18.





     In all other respects, the Plan shall be and remain unchanged.