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Exhibit 10.41
 FIRST AMENDMENT
TO THE
IRWIN COMMERCIAL FINANCE
AMENDED AND RESTATED PERFORMANCE UNIT PLAN
     1.
    
    Section 6(f) is hereby deleted in its entirety and replaced with the following:
 f)
    
    Vesting. A Participants Performance Units will cliff vest based on
continued employment over the applicable Plan Cycle and the Companys average ROE
performance as follows:
 (i)
    
    Zero percent of the Performance Units will be vested if average
ROE over the applicable Plan Cycle is less than the average of threshold ROEs
stated in the Companys annual Short Term Incentive Plan for each of the years
of such Plan Cycle.(ii)
    
    One hundred percent of the Performance Units will vest at the
end of the applicable Plan Cycle if average ROE performance at least equals the
average of the target ROEs in the Companys annual Short-Term Incentive Plan
for each of the years of such Plan Cycle.(iii)
    
    If average ROE is between the average of the threshold ROEs
stated in the Companys annual Short-Term Incentive Plan for each of the years
of the applicable Plan Cycle and the average of the target ROEs in the
Companys annual Short-Term Incentive Plan for each of the years of the Plan
Cycle, the Participants vested percentage of each Performance Unit shall equal
1) divided by 2), where:
 1)
    
    equals the average ROE during the applicable
Plan Cycle minus the average of the threshold ROEs, and




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2)
    
    equals the difference between the average of
the threshold ROEs and the average of the target ROEs.
  2.
    
    Section 6(g) is hereby deleted in its entirety and replaced with the following:
 g)
    
    Rights Upon Separation from Service.
 (i)
    
    In the event of separation from service, as such term is set
forth in Section 409A(a)(2)(a)(i) of the Code, for reasons other than death,
Disability, retirement, or Company-initiated separation from service unrelated
to job performance, the participant forfeits all Performance Units in effect
immediately on separation.(ii)
    
    In the event of separation from service by reason of death,
Disability, retirement or Company-initiated separation from service unrelated
to job performance, the participant shall vest, if at all, in a percentage of
each Performance Unit based solely on the participants period of employment
and ROE performance during the applicable Plan Cycle. The vesting percentage
for each Performance Unit for a participant in such event shall equal 1)
multiplied by 2), where:
 1)
    
    equals the participants number of completed
months of employment during the Plan Cycle applicable to the
Performance Unit divided by thirty-six, and2)
    
    equals the percentage determined in a manner
consistent with the rules set forth under paragraphs i), ii) and iii)
of Section 6(f) based solely on actual ROE performance while the
participant was employed by the Company during the applicable Plan
Cycle, determined in good faith by the Committee or, in the case of a
Covered Officer, the IFC Committee.
  3.
    
    Section 6(h) is hereby deleted in its entirety and replaced with the following:
 h)
    
    Transfers to a Non-eligible Position. A Participants transfer to a
non-eligible position under the Plan during a Plan Cycle shall be treated as a
Company-initiated separation from service under Section 6(g) above for purposes of
determining such Participants vested percentage of Performance Units.




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4.
    
    Section 6(i) is hereby deleted in its entirety and replaced with the following:
 i)
    
    Payment of Awards. The value of a participants vested Performance
Units with respect to a Plan Cycle will be paid out in a cash lump sum payment based on
the most recent valuation on or immediately prior to the Triggering Event (as defined
below) as soon as administratively practicable after such valuation is approved by the
Board, but no later than March 14th of the first calendar year immediately following
the Triggering Event; provided, however, that any such payment on account of a
participants transfer to an non-eligible position under Section 6(h) shall be paid as
soon as administratively practicable after the earlier of such participants separation
from service or the expiration of the applicable Plan Cycle, but no later than December
31st of the calendar year in which such separation or expiration, as applicable,
occurs. Payment may be delayed by the Company (and not the participant) after the
applicable payment due date described above only as permitted under Section 409A of the
Code and regulations, rulings, notices and other guidance issued thereunder. The value
of the award is determined by the most recent valuation under Section 6(d) as approved
by the Board. The award is subject to all required tax deductions. Awards payable to
Covered Officers are subject to Section 6(j) and 6(l) below. For purposes of this
Section 6(i), the Triggering Event shall mean (i) in the case of a payment under
Section 6(f), the last day of the applicable Plan Cycle, and (ii) in the case of a
payment under Section 6(g), the participants separation from service, and (iii) in the
case of a payment under Section 6(h), the participants transfer to an a non-eligible
position.
  IRWIN COMMERCIAL FINANCEBy:
    Joseph R. LaleggiaIts:      President and CEO Attest:Steven R. Schultz