**Exhibit 10.45****MEMORANDUM**      **DATE:** January 25, 2007   **TO:** Jocelyn Martin-Leano   **FROM:** Tom Washburn   **SUBJECT:** Supplemental Performance Unit GrantDear Jocelyn:This letter sets forth the terms of the Supplemental Performance Unit Grant approved by theCompensation Committee of Irwin Financial Corporation (the “Committee”) and granted to you inconnection with your appointment as President of Irwin Home Equity.1. Grant Size. The number of “performance units” being granted to you under this letter is231. This grant is effective as of July 1, 2006 and the initial valuation will be as of June 30,2006. For purposes of this letter, the “performance periods” and number of performance unitssubject to each performance period are as follows:               Performance Period Performance Units         7/1/2006 — 12/31/2008 15           1/1/2007 — 12/31/2009 108           1/1/2008 — 12/31/2010 108  Each “performance unit” represents a contractual right to receive a cash payment from Irwin HomeEquity based on its incremental cash value as described below. You will only be entitled topayment under this agreement only to the extent you vest in your performance units as describedbelow. Each “performance period” represents the period of time during which Irwin Home Equity mustmeet certain performance requirements described below in order for you to be eligible to earn avested right to performance units.2. Vesting Requirements — In General. You will be entitled to receive a cash payment withrespect to a performance unit only if: (a) you remain employed throughout a performance period as Irwin Home Equity’sPresident and Irwin Home Equity meets the performance requirements as described inparagraph 3 below,  (b) you separate from service under certain circumstances or assume anotherposition with Irwin Financial Corporation or its subsidiaries prior to the end of a
 

 
   performance period and Irwin Home Equity meets the performance requirements asdescribed in paragraph 4 below, or (c) there is a Change of Control of Irwin Home Equity as defined in the exhibitwhile you are employed as President of Irwin Home Equity before the end of aperformance period and Irwin Home Equity meets the performance requirements asdescribed in paragraph 3 below.The Committee shall determine in its sole discretion the extent to which you have earned a vestedright to receive payment for your performance units.3. Vesting if You Remain Employed as Irwin Home Equity’s President at the Endof a Performance Period. Your performance units vest to the extent that Irwin HomeEquity meets the performance requirements for a performance period and you remainemployed as Irwin Home Equity’s President at the end of that period. The performancerequirements for vesting are based on the extent to which Irwin Home Equity attains theperformance goals under the Irwin Home Equity Short-Term Incentive Plan (“STIP”). Thiswill be measured based upon the actual STIP payouts during the performance period.Your vesting percentage will be equal to the average payout as a percentage of targetover the performance period up to a maximum of 100%. For example, if the payouts were75%, 100%, and 110%, the average would be 285%/3=95%. In the case of the 15 units withthe performance period of 7/1/06 — 12/31/08, the total of the STIP payouts will bedivided by 2.5. The vested portion can not be less than 0% nor greater than 100%.4. Vesting if You Are Not Employed as Irwin Home Equity’s President at the End of aPerformance Period. (a) In the event of your “separation from service” (as such term is defined inSection 409A(a)(2)(a)(i) of the Code) from Irwin Home Equity prior to the end of aperformance period for reasons other than death, “disability” (as defined in the STIP)or employment termination initiated by Irwin Home Equity for reasons unrelated to yourjob performance, you will forfeit all performance units subject to that performanceperiod immediately upon separation. For avoidance of doubt, your separation fromservice due to misconduct or engaging in criminal conduct shall be considered a reasonrelated to job performance.  (b) If you separate from service by reason of death, disability or an employmenttermination initiated by Irwin Home Equity unrelated to job performance, then you shallvest, if at all, in a percentage of each performance unit based solely on your periodof employment and Irwin Home Equity’s performance during the applicable performanceperiod. Your vesting percentage for each performance unit in such event shall equal(1) multiplied by (2), where: (1) equals your number of completed months of employment during theperformance period applicable to the performance unit divided by the number ofmonths in that performance period, and
 

 
 (2) equals the vesting percentage determined in a manner consistentwith the rules set forth under paragraph 3 above based solely on Irwin HomeEquity’s actual performance while you were employed by Irwin Home Equity as itsPresident during the applicable performance period, as determined in good faithby the Committee.   You shall be entitled to a cash payment under paragraph 6 below for each vestedperformance unit as determined under this paragraph 4(b). All remaining unvestedperformance units are immediately forfeited on separation from service.  (c) If you accept a position with Irwin Financial Corporation or one of its director indirect subsidiaries during a performance period and are no longer President ofIrwin Home Equity at the end of a performance period, your change of position shall betreated as a separation from service initiated by Irwin Home Equity for reasons otherthan job performance under paragraph 4(b) above solely for purposes of determining thevested percentage of your performance units. You shall be entitled to a cash paymentunder paragraph 6 below for each vested performance unit as determined under thisparagraph 4(c).5. Change of Control. All of your performance units shall fully vest upon a “Change ofControl of Irwin Home Equity” (as defined in the attached Exhibit), provided that you are thenemployed as Irwin Home Equity’s President. You shall be entitled to a cash payment under paragraph6 below for all your vested performance units as determined under this paragraph 5. The Committeehas final authority to construe and interpret whether there has been a Change of Control eventunder this paragraph 5 and the date of such Change of Control.6. Payments. To the extent that you have earned a vested right with respect to aperformance unit, you will receive a cash lump-sum payment equal to the value of that unit,determined as of the “applicable valuation date” under paragraph 7 below, as follows: (a) any payment pursuant to paragraph 3 shall be made as soon as administrativelypracticable after the end of the applicable performance period, but no later than March14th;  (b) any payment pursuant to paragraph 4(b) shall be made as soon asadministratively practicable after your separation from service, but not later thanMarch 14th following your separation from service;  (c) any payment pursuant to paragraph 4(c) shall be made as soon asadministratively practicable after the earlier of your separation from service or theexpiration of the applicable performance period, but no later than December 31st of thecalendar year in which such separation or expiration, as applicable, occurs; and  (d) any payment pursuant to paragraph 5 shall be made as a soon as administrativelypracticable after the applicable Change of Control, but in no event more than 60 daysafter such event.
 

 
Payment may be delayed by Irwin Home Equity (and not you) after the applicable payment due datedescribed above only as permitted under Section 409A of the Code and regulations, rulings, noticesand other guidance issued thereunder. In that regard, Irwin Home Equity shall delay any paymentthat, if made prior to a Change of Control, would not be deductible due to Section 162(m) of theInternal Revenue Code, and any such delayed payment will be made when deductibility will not belimited by Section 162(m), as reasonably determined by the Committee. The maximum payment that youmay receive with respect to all performance units subject to this letter is $7,000,000.7. Valuation of Units. The initial value of each performance unit granted to you is$1,000. The value of each outstanding performance unit as of the applicable valuation event (asdefined below) for a performance unit will be calculated by multiplying $1,000 by a fraction, thenumerator of which is the Irwin Home Equity line of business value as of the prior quarter’svaluation unless the applicable valuation event occurs on a quarter end date, and the denominator ofwhich is the Irwin Home Equity line of business value on June 30, 2006. For purposes of thisparagraph 7, the “applicable valuation event” shall be: (a) the last day of the applicable performance period for any payment pursuant toparagraph 3;  (b) your separation from service for any payment pursuant to paragraph 4(b);  (c) the date you accept a position with Irwin Financial Corporation or one of itsdirect or indirect subsidiaries other than as President of Irwin Home Equity for anypayment pursuant to paragraph 4(c); and  (d) the Change of Control of the Company or the Change of Control of Irwin HomeEquity, as applicable, for any payment pursuant to paragraph 5.8. Valuation Methodology. The standard value is *fair market value.*Valuations may bedone by an outside appraiser in conformity with the Uniform Standards of ProfessionalAppraisal Practice or by the use of publicly available data such as industry price-earningsmultiples if, in the sole discretion of the Committee, it is believed that publicly availabledata will reasonably approximate a valuation done by an outside appraiser. If an outsideappraiser is used the appraiser will recommend a valuation approach or approaches, such as thecombination of a market approach, income approach and net asset approach. Valuations areperformed annually unless the Committee determines that significant volatility suggests theneed for more frequent valuations. Valuations should be adjusted for any capitalcontributions.9. Tax Withholding. Irwin Home Equity may withhold from any amounts payable underthis letter or otherwise such federal, state, local or foreign taxes as shall be required to bewithheld pursuant to any applicable law or regulation.
 

 
10. Assignment. You may not pledge, assign, or transfer any of the performance units priorto payment, except by will or the laws of descent and distribution.11. No Rights to Future Employment. This letter shall not be construed to grant you theright to be retained as President of Irwin Home Equity or as an employee of Irwin Home Equity orits affiliates.12. Unfunded Obligation. All payments to be made under this letter shall be paid from thegeneral funds of Irwin Home Equity and no special or separate fund shall be established and nosegregation of assets shall be made to assure payment of such amounts. You will not have a right,title, or interest whatsoever in or to any investments which Irwin Home Equity may make to aid itin meeting its obligations under this letter.13. Entire Agreement: Modification. This letter contains the entire agreement between you,Irwin Home Equity and its affiliates concerning the matters set forth herein and supersedes anyother discussions, agreements, representations or warranties of any kind with regard to thesematters. If for any reason any provision of this letter shall be held invalid, that invaliditywill not affect the remainder of this letter.14. Acknowledgment. You acknowledge that you have had an opportunity to fully discuss andreview the terms of this letter with an attorney of your own choosing. You further acknowledgethat you have carefully read this letter, understand its contents and freely and voluntarily assentto all of its terms and conditions, and sign your name of your own free act.15. Governing Law. The provisions of this letter shall be governed by the laws of Indiana(excluding conflicts of laws).Please review this letter carefully and, if it correctly states our agreement, sign and return tome the enclosed copy.Best regards,/s/ Tom WashburnTom Washburn, Executive Vice PresidentRead, accepted and agreed to this 6th day of February, 2007        /s/ Jocelyn Martin-Leano  Jocelyn Martin-Leano     
 

 
     **EXHIBIT****CHANGE OF CONTROL OF IRWIN HOME EQUITY**A “Change of Control of Irwin Home Equity” for purposes of this letter shall mean the occurrence ofany of the following events:(a) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Actof 1934, as amended), other than (i) a trustee or other fiduciary holding securities under anemployee benefit plan of Irwin Financial Corporation or any of its subsidiaries, or (ii) anentity owned directly or indirectly by the stockholders of Irwin Financial Corporation insubstantially the same proportions as their ownership of stock of Irwin Financial Corporation,is or becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly orindirectly, of securities of Irwin Home Equity representing 50% or more of the total votingpower of the then outstanding shares of capital stock of Irwin Home Equity entitled to votegenerally in the election of directors (the “Voting Stock”); or (b) Irwin Home Equity shall become a party to an agreement of a reorganization, merger orconsolidation or the sale or other disposition of all or substantially all of its assets (a“Business Combination”), in each case, unless all or substantially all of the individuals andentities who were the beneficial owners, respectively, of the Voting Stock immediately priorto such Business Combination beneficially own, directly or indirectly, more than 50% of thetotal voting power represented by the voting securities entitled to vote generally in theelection of directors of the corporation resulting from the Business Combination (including,without limitation, a corporation which as a result of the Business Combination owns IrwinHome Equity’s or all or substantially all of Irwin Home Equity’s assets either directly orthrough 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.