EX-10.1



 










EXHIBIT 10.1




HORIZON BANCORP

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




Amended and Restated as of January 1, 1997




2/98




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HORIZON BANCORP SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




TABLE OF CONTENTS




	 	 	 	 	 	 	 
	ARTICLE	 	 	 	 	 	PAGE
	 	 	INTRODUCTION	 	1
	 
	 	 	 	 	 	 
	I.	 	DEFINITIONS 	 	1
	 
	 	 	 	 	 	 
	 
	 	1.1	 	Adjustment	 	1
	 
	 	1.2	 	Adjustment Factor	 	2
	 
	 	1.3	 	Board	 	2
	 
	 	1.4	 	Code	 	2
	 
	 	1.5	 	Committee	 	2
	 
	 	1.6	 	Company	 	2
	 
	 	1.7	 	Compensation	 	2
	 
	 	1.8	 	Effective Date	 	2
	 
	 	1.9	 	Employee	 	2
	 
	 	1.10	 	Excess Matching Contributions	 	3
	 
	 	1.11	 	Excess Matching Contributions Account	 	3
	 
	 	1.12	 	Employer Supplemental Contributions	 	3
	 
	 	1.13	 	Employer Supplemental
Contributions Account	 	3
	 
	 	1.14	 	Excess Salary Redirection Contributions	 	3
	 
	 	1.15	 	Excess Salary Redirection
Contributions Account	 	3
	 
	 	1.16	 	Individual Account	 	3
	 
	 	1.17	 	Matching Contributions	 	3
	 
	 	1.18	 	Matching Contributions Account	 	4
	 
	 	1.19	 	Participant	 	4
	 
	 	1.20	 	Plan	 	4
	 
	 	1.21	 	Plan Year	 	4
	 
	 	1.22	 	Salary Redirection Contributions	 	4
	 
	 	1.23	 	Salary Redirection Contributions Account	 	4
	 
	 	1.24	 	Thrift Plan	 	4
	 
	 	1.25	 	Total and Permanent Disability	 	4
	 
	 	 	 	 	 	 
	II.	 	ELIGIBILITY AND PARTICIPATION	 	4
	 
	 	 	 	 	 	 





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	ARTICLE	 	 	 	 	 	PAGE
	III.	 	CONTRIBUTIONS AND ALLOCATIONS	 	5
	 
	 	 	 	 	 	 
	 
	 	3.1	 	Excess Salary Redirection Contributions	 	5
	 
	 	3.2	 	Excess Matching Contributions	 	7
	 
	 	3.3	 	Employer Supplemental Contributions	 	7
	 
	 	3.4	 	Allocation of Adjustments	 	8
	 
	 	3.5	 	Allocation of Forfeitures	 	9
	 
	 	 	 	 	 	 
	IV.	 	FUNDING OF BENEFITS	 	9
	 
	 	 	 	 	 	 
	 
	 	4.1	 	Unsecured Contractual Rights	 	9
	 
	 	4.2	 	Trust	 	9
	 
	 	4.3	 	Change in Control	 	10
	 
	 	 	 	 	 	 
	V.	 	DISTRIBUTIONS	 	10
	 
	 	 	 	 	 	 
	 
	 	5.1	 	Forfeitures on Termination of Service	 	10
	 
	 	5.2	 	Year of Service	 	11
	 
	 	5.3	 	Time of Payment of Benefits	 	11
	 
	 	5.4	 	Method of Payment	 	11
	 
	 	5.5	 	Death of the Participant and
Beneficiary Designation	 	11
	 
	 	5.6	 	Payment Form Elections	 	12
	 
	 	 	 	 	 	 
	VI.	 	PLAN ADMINISTRATION	 	12
	 
	 	 	 	 	 	 
	 
	 	6.1	 	Company	 	12
	 
	 	6.2	 	Benefits Committee	 	13
	 
	 	6.3	 	Claims Procedure	 	13
	 
	 	6.4	 	Records	 	15
	 
	 	6.5	 	No Liability	 	15
	 
	 	6.6	 	Indemnity of Committee Members	 	15
	 
	 	6.7	 	Discretionary Powers and Authority
of the Company and Committee	 	15
	 
	 	 	 	 	 	 
	VII.	 	AMENDMENT AND TERMINATION OF THE PLAN	 	15
	 
	 	 	 	 	 	 
	 
	 	7.1	 	Amendment of the Plan	 	15
	 
	 	7.2	 	Termination of the Plan	 	15
	 
	 	 	 	 	 	 
	VIII.	 	MISCELLANEOUS	 	16
	 
	 	 	 	 	 	 
	 
	 	8.1	 	Governing Law	 	16
	 
	 	8.2	 	Headings and Gender	 	16





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	ARTICLE	 	 	 	 	 	PAGE
	 
	 	8.3	 	Administration Expenses	 	16
	 
	 	8.4	 	Participant's Rights; Acquittance	 	16
	 
	 	8.5	 	Spendthrift Clause	 	16
	 
	 	8.6	 	Counterparts	 	16
	 
	 	8.7	 	No Enlargement of Employment Rights	 	16
	 
	 	8.8	 	Limitations on Liability	 	16
	 
	 	8.9	 	Incapacity of Participant or Beneficiary	 	17
	 
	 	8.10	 	Corporate Successors	 	17
	 
	 	 	 	 	 	 
	 	 	SIGNATURES	 	17






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INTRODUCTION




     Effective January 1, 1997, Horizon Bancorp (the “Company”) adopts the Horizon Bancorp
Supplemental Executive Retirement Plan (the “Plan”) as set forth herein. This Plan constitutes a
complete amendment and restatement of the Plan which was originally effective January 1, 1993. The
provisions of this amended and restated Plan shall be effective for Plan Years commencing on and
after January 1, 1997, unless otherwise specified herein or required by applicable law. The rights
and benefits, if any, of individuals who were employed by the Company prior to the Effective Date
shall be determined in accordance with the provisions of the Plan, if any, in effect on the date
their employment terminated.



     The purpose of this Plan is to permit a select group of management or highly compensated
employees of the Company or its subsidiaries who participate in the Horizon Bancorp Employees’
Thrift Plan (the “Thrift Plan”) to elect to defer compensation from the Company or receive
contributions from the Company without regard to the limitations imposed by the Internal Revenue
Code of 1986, as amended (the “Code”) on the benefits which may accrue to such employees under the
Thrift Plan. It is the intention of the Company that the Plan shall constitute an unfunded
arrangement maintained for the purpose of providing deferred compensation for a select group of
management or highly compensated employees for federal income tax purposes and for purposes of
Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).



ARTICLE I

DEFINITIONS




     Whenever the initial letter of a word or phrase is capitalized herein, the following words and
phrases shall have the meanings stated below unless a different meaning is plainly required by the
context:



     1.1 “Adjustment” means the amounts of earnings or losses credited to a Participant’s
Individual Account pursuant to Section 3.4 for each Plan Year. The amount of interest credited
shall be determined based on the investment earnings under the funding method(s) used by the
Company pursuant to Section 4.2. However, if no such method is used, interest shall be credited to
a Participant’s Individual Account at a rate equal to the average twenty-six (26) week U.S.
Treasury Bill rate published in the Wall Street Journal as in effect as of the first
business day of each calendar month. Effective January 1, 1997, Adjustments made to each
Participant’s Individual Account shall be determined as if the amounts credited to such Individual
Account were invested in hypothetical investments designated by the Committee to be used to measure
increases or decreases in the Individual Account over time.



     1.2 “Adjustment Factor” means the cost of living adjustment factor prescribed by the Secretary
of the Treasury under Section 415(d) of the Code, as applied to such items and in such manner as
the Secretary of the Treasury shall provide.



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



     1.4 “Code” means the Internal Revenue Code of 1986, as amended from time to time. References
to a section of the Code shall include that section and any comparable section or sections of any
future legislation that amends, supplements or supersedes said section.



     1.5 “Committee” means the Benefits Committee described in Section 6.2 of the Plan.



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     1.6 “Company” means Horizon Bancorp.



     1.7 “Compensation” means a Participant’s wages, salaries and fees for professional services
and other amounts received (without regard to whether or not an amount is paid in cash) paid during
a Plan Year for personal services actually rendered in the course of employment with the Company to
the extent that the amounts are includable 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, fringe benefits, reimbursements, overtime and
expense allowances. Compensation shall include (i) elective contributions to the Plan or any other
plan maintained by the Company on the Employee’s behalf, (ii) compensation deferred under an
eligible deferred compensation plan within the meaning of Section 457(b) (relating to deferred
compensation plans maintained by state and local governments and tax-exempt organizations), and
(iii) employee contributions (under governmental plans) described in Section 141(h)(2) of the Code
that are picked up by the employing unit and thus are treated as company contributions. “Elective
contributions” are amounts excludable from the Employee’s gross income under Section 402(a)(8) of
the Code (relating to an arrangement under Section 401(k)), Section 402(h) of the Code (relating to
a simplified employee pension plan), Section 125 of the Code (relating to a cafeteria plan),
Section 403(b) of the Code (relating to a tax-sheltered annuity), or under this Plan. Compensation
taken into account for all purposes under the Plan shall not be limited as provided in Section
401(a)(17) of the Code to the first Two Hundred Thousand Dollars ($200,000), as adjusted by the
Adjustment Factor, of any Participant’s Compensation. Effective January 1, 1997, Compensation
shall not include wages received upon the exercise by a Participant of a stock appreciation right
(“SAR”) received under any plan provided by the Company or its subsidiaries.



     1.8 “Effective Date” means January 1, 1997.



     1.9 “Employee” means any person who is employed by the Company or any of its “afffiliates” as
defined under Code Sections 414(b), 414(c), 414(m) or 414(o).



     1.10 “Excess Matching Contributions” means contributions made to the Plan by the Company for
the Plan Year, at the discretion of the Company, and allocated to a Participant’s Individual
Account by reason of the Participant’s Excess Salary Redirection Contributions contributed to the
Plan pursuant to Section 3.1(a).



     1.11 “Excess Matching Contributions Account” means that portion of a Participant’s Individual
Account attributable to (a) Excess Matching Contributions allocated to such Participant pursuant to
Section 3.2 and (b) the Participant’s proportionate share, attributable to his Excess Matching
Contribution Account, of the Adjustments, reduced by any distributions from such account pursuant
to Article V.



     1.12 “Employer Supplemental Contributions” means contributions made to the Plan by the Company
for the Plan Year, at the discretion of the Company, pursuant to Section 3.3.



     1.13 “Employer Supplemental Contributions Account” means that portion of a Participant’s
Individual Account attributable to (a) Employer Supplemental Contributions allocated to such
Participant pursuant to Section 3.3 and (b) the Participant’s proportionate
share, attributable to his Employer Supplemental Contributions Account, of the Adjustments, reduced
by any distributions from such account pursuant to Article V.



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     1.14 “Excess Salary Redirection Contributions” means contributions made to the Plan pursuant
to Section 3.1 by the Company, at the election of the Participant, and at the discretion of the
Company, in lieu of cash Compensation under a Participation Agreement between the Participant and
the Company.



     1.15 “Excess Salary Redirection Contributions Account” means that portion of a Participant’s
Individual Account attributable to (a) Excess Salary Redirection Contributions allocated to such
Participant pursuant to Section 3.1 and (b) the Participant’s proportionate share, attributable to
his Excess Salary Redirection Contributions Account, of the Adjustments, reduced by any
distributions from such account pursuant to Article V.



     1.16 “Individual Account” means the detailed record kept of the amounts credited or charged to
each Participant in accordance with the terms of the Plan. Such Individual Account is comprised of
whichever of the following are applicable to a particular Participant: Excess Matching
Contributions Account, Excess Salary Redirection Contributions Account and Employer Supplemental
Contributions Account and any earnings (or losses) with respect thereto.



     1.17 “Matching Contributions” means the matching contributions made to the Thrift Plan by the
Company for the Plan Year and allocated to a Participant’s Matching Contributions Account under the
Thrift Plan by reason of the Participant’s Salary Redirection Contributions made thereunder.



     1.18 “Matching Contributions Account” means the account established for a Participant under
the Thrift Plan to which Matching Contributions are made.



     1.19 “Participant” means a salaried Employee of the Company or its subsidiaries who is a
Participant under the Thrift Plan and who becomes a Participant pursuant to the provisions of
Article II of the Plan.



     1.20 “Plan” means the Horizon Bancorp Supplemental Executive Retirement Plan.



     1.21 “Plan Year” means the twelve (12) month period beginning January 1 and ended December 31.



     1.22 “Salary Redirection Contributions” means a Participant’s contributions made to the Thrift
Plan by the Company at the election of the Participant, in lieu of cash Compensation, pursuant to a
salary redirection agreement between the Participant and the Company and allocated to a
Participant’s Salary Redirection Contributions Account under the Thrift Plan.



     1.23 “Salary Redirection Contributions Account” means the account established for a
Participant under the Thrift Plan to which Salary Redirection Contributions are allocated.



     1.24 “Thrift Plan” means the Horizon Bancorp Employees’ Thrift Plan, as amended from time to
time.



     1.25 “Total and Permanent Disability” or “Totally and Permanently Disabled” means a disability
as determined for purposes of the Federal Social Security Act which qualifies the Participant for
permanent disability insurance payments in accordance with such Act. Disability




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for purposes of the Plan shall not include any disability which is incurred while the Participant
is on leave of absence because of military or similar service and for which a governmental pension
is payable. The Committee may require subsequent proof of continued disability, prior to the
Participant’s sixty-fifth (65th) birthday, at intervals of not less than six (6) months. A minimal
level of earnings in restricted activity during any period of disability shall not disqualify a
Participant from receiving disability benefits for such period if the disabled Participant receives
disability benefits under the Social Security Act for the same period.




ARTICLE II

ELIGIBILITY AND PARTICIPATION




     A management or highly compensated Employee of the Company or its subsidiaries is eligible to
participate in the Plan provided such Employee is designated as a Participant by the Board in
writing.



ARTICLE III

CONTRIBUTIONS AND ALLOCATIONS




     3.1 Excess Salary Redirection Contributions.




	 	(a)	 	Amount of Contribution. The Company shall credit, as
of each pay period, Excess Salary Redirection Contributions on behalf of each
executive who is a Participant under the Plan for the Plan Year, such
percentage (or dollar amount) of such Participant’s Compensation as mutually
agreed upon between the Participant and the Company pursuant to the terms of a
Participation Agreement meeting the requirements of Section 3.1(d) prior to the
beginning of each Plan Year. The Participant will elect in the Participation
Agreement to defer an overall percentage (or dollar amount) of the
Participant’s Compensation which shall represent the total amount of deferrals
to both the Thrift Plan and this Plan. The percentage (or dollar amount) of
the Participant’s Excess Salary Redirection Contributions shall be the
percentage (or dollar amount) remaining of the total percentage (or dollar
amount) elected on the Participation Agreement after the maximum percentage (or
dollar amount) of Salary Redirection Contributions made to the Thrift Plan are
taken into account. Such percentage (or dollar amount) shall remain in effect
for each Plan Year thereafter until or unless another percentage (or dollar
amount) is agreed upon by the Participant and the Company prior to the
beginning of the applicable Plan Year or until the Company notifies the
Participant, prior to the beginning of such Plan Year, that the Participant is
no longer eligible for contributions under this Section 3.1.
	 
	 	(b)	 	The maximum percentage of a Participant’s Compensation that may
constitute Excess Salary Redirection Contributions for a Plan Year shall not,
when added to a Participant’s Salary Redirection Contributions under the Thrift
Plan, exceed twenty-five percent (25%) of such Participant’s Compensation for
such Plan Year.
	 
	 	(c)	 	Timing of Contributions. Excess Salary Redirection
Contributions made for the benefit of a Participant for any Plan Year shall be
made to a Participant’s Excess Salary Redirection Contributions Account within
the




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	 	 	 	time prescribed for making Salary Redirection Contributions under the Thrift
Plan.
	 
	 	(d)	 	Participation Agreement. As a condition to the
Company’s obligation to make an Excess Salary Redirection Contribution for the
benefit of a Participant pursuant to subsection (a), the Participant must
execute a Participation Agreement with the Company on such forms as prescribed
by the Committee in which it is agreed that the Company will redirect a portion
of the Participant’s Compensation, as specified in the Participation Agreement,
during each pay period. The Participation Agreement for any Plan Year must be
executed and delivered by the Participant and the Company prior to the January
1 of the calendar year to which the Participation Agreement relates. Provided,
however, in the case of a Participant who has not previously elected to have
Excess Salary Redirection Contributions made under the Plan on his behalf, such
Participant may elect to have such contributions made after January 1 of the
calendar year to which the Participation Agreement relates, so long as the
Participant has executed and delivered an Excess Salary Redirection Agreement
prior to the date the Participant renders services for the Company with respect
to which the Excess Salary Redirection Contributions shall relate.






     The Participant’s election to defer a portion of his Compensation each
year shall be irrevocable once made, except that the Committee, in its sole
discretion, may waive the Participant’s election to defer compensation if
the Participant has suffered an unforeseeable emergency which results in
severe financial hardship. Such waiver shall apply to the portion of the
calendar year remaining after the Committee’s determination that the
Participant has suffered a severe financial hardship. The effective date of
the waiver shall be fixed by the Committee after application by the
Participant under such procedures as may be fixed by the Committee. The
Participant’s application shall include a signed statement of the facts
causing financial hardship and any other facts required by the Committee in
its discretion.




     For purposes of this Section 3.1, an unforeseeable emergency is a
severe financial hardship to a Participant resulting from a sudden and
unexpected illness or accident of the Participant or a dependent of the
Participant (as defined in Section 152(a) of the Code), loss of the
Participant’s property due to casualty, or other similar extraordinary and
unforeseen circumstances arising as a result of events beyond the control of
the Participant. The circumstances that will constitute an unforeseeable
emergency will depend upon the facts of each case; however, the Committee
shall not grant any waiver of a Participant’s deferral election to the
extent that his hardship may be relieved (i) through reimbursement or
compensation by insurance or otherwise; (ii) by liquidation of the
Participant’s assets, to the extent liquidation of such assets would not
itself cause severe financial hardship; or (iii) by cessation of Salary
Redirection Contributions under the Thrift Plan. An unforeseeable emergency
shall not include the need to send a Participant’s child to college or the
desire to purchase a home.



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     3.2 Excess Matching Contributions.




	 	(a)	 	Amount of Contribution. The Company may, but shall not
be required to, make Excess Matching Contributions under the Plan. Excess
Matching Contributions to be made by the Company for the benefit of a
Participant for any Plan Year shall consist of two parts. The first part shall
be in an amount, as determined by the Board, which does not exceed the
difference between (i) and (ii) below:






	 	(i)	 	The Matching Contributions which would have
been allocated to the Participant’s Matching Contributions Account
under the Thrift Plan for the Plan Year without giving effect to the
limitations on Compensation imposed by Section 401(a)(17) of the Code,
the reductions applicable to highly compensated employees due to the
discrimination tests set forth in Section 401(k) and (m) of the Code,
the limitations on Salary Redirection Contributions imposed by Section
402(g) of the Code or the limitations on annual additions imposed by
Section 415 of the Code.
	 
	 	(ii)	 	The amount of Matching Contributions actually
allocated to the Participant’s Matching Contributions Account under the
Thrift Plan for the Plan Year.






	 	(b)	 	In addition to the Excess Matching Contributions specified in
subsection (a), the Company may, as determined by the Board, make an additional
Excess Matching Contribution in such amount as shall be determined by the Board
in its discretion.
	 
	 	(c)	 	Timing of Contributions. Excess Matching Contributions
made for the benefit of a Participant for any Plan Year shall be credited to a
Participant’s Excess Matching Contributions Account within the time prescribed
for making Matching Contributions under the Thrift Plan.





     3.3 Employer Supplemental Contributions. In addition to the Excess Matching
Contributions provided for in Section 3.2, the Employer may make Employer Supplemental
Contributions under the plan in accordance with the provisions of subsections (a) and (b).




	 	(a)	 	Amount of Contribution. The Company may, but shall not
be required to, contribute on behalf of a Participant such amounts as the Board
may in its discretion determine from time to time to be advisable, which
amounts shall constitute the Employer Supplemental Contributions under the
Plan.
	 
	 	(b)	 	Timing of Contributions. Employer Supplemental
Contributions may be made by the Company at any time.




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     3.4 Allocation of Adjustments.




	 	(a)	 	Individual Accounts. The Committee shall establish and
maintain an Individual Account in the name of each Participant to which the
Committee shall credit all amounts allocated to each such Participant pursuant
to this Article III. Each Individual Account shall be comprised of whichever
of the following are applicable to a particular Participant: Excess Matching
Contributions Account, Excess Salary Redirection Contributions Account and
Employer Supplemental Contributions Account.
	 
	 	(b)	 	Determination of Adjustments. Following the
allocations made pursuant to Sections 3.1, 3.2, and 3.3, the Committee shall
determine the Adjustments for December 31 of the applicable Plan Year (and, in
the event a Participant is eligible for a distribution as provided in Article
V, for the last day of the month immediately preceding the month the
Participant terminates service for any reason), and on such other dates as the
Committee deems advisable, by adding together all income received, and realized
and unrealized gains and any realized and unrealized losses since the most
recent allocation of Adjustments to Participants’ Individual Accounts.
	 
	 	(c)	 	Allocation of Adjustments Prior to January 1, 1997.
For all Plan Years ending prior to January 1, 1997, the Adjustments shall be
allocated as of the end of the Plan Year to the Individual Accounts of
Participants who maintain a credit balance in their Individual Accounts as of
such date in the same proportion that the balance of each Participant’s
Individual Account as of such date bears to the balance of all Individual
Accounts of Participants in the Plan on such date. Provided, however, in the
event any Participant is entitled to a distribution of his Individual Account
under Article V, the Adjustments shall be allocated as of the last day of the
month immediately preceding the month in which the Participant’s termination of
service occurs.
	 
	 	(d)	 	Allocation of Adjustments Commencing on January 1,
1997. Effective as of January 1, 1997, Adjustments shall be determined for
each Participant’s Individual Account under Section 3.4(b) above, and then
credited to each Participant’s Individual Account under this subsection (d) as
of the last day of the Plan Year and on such other dates as the Committee deems
advisable. Provided, however, in the event any Participant is entitled to a
distribution of this Individual Account under Article V, the Adjustments shall
be allocated as of the last day of the month immediately preceding the month in
which the Participant’s termination of service occurs. No provision of the
Plan shall impose or be deemed to impose any obligation upon the Company, other
than an unsecured contractual obligation to make a cash payment to Participants
and their beneficiaries in accordance with the terms of the Plan. Benefits
payable under the Plan shall be paid directly by the Company from the Company’s
general assets.




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     3.5 Allocation of Forfeitures. The amount, if any, of a Participant’s Excess Matching
Contributions and Employer Supplemental Contributions Accounts forfeited under Section 5.1 shall be
allocated to the Excess Matching Contributions Accounts or the Employer Supplemental Contributions
Accounts, as the case may be, of all other Participants eligible to receive Excess Matching
Contributions under Section 3.2 and Employer Supplemental Contributions under Section 3.3 for the
Plan Year in which the forfeiture occurs. Such allocation shall be allocated in the proportion
that the Participant’s Compensation for the Plan Year bears to the total Compensation of all
Participants for such Plan Year. If, however, there are no Participants under the Plan who are
eligible to receive an allocation of forfeitures for the Plan Year in which a forfeiture occurs,
then, once the Company has satisfied all obligations to Participants under the Plan, such
forfeiture shall revert to the Company.



ARTICLE IV

FUNDING OF BENEFITS




     4.1 Unsecured Contractual Rights. The Plan at all times shall be unfunded and shall
constitute a mere promise by the Company to make benefit payments in the future. Notwithstanding
any other provision of this Plan or any trust created in connection with the Plan, neither a
Participant nor his designated beneficiary shall have any preferred claim on, or any beneficial
ownership interest in, any assets of the Company prior to the time benefits are paid as provided in
Article V, including any Compensation deferred hereunder by the Participant. All rights created
under this Plan shall be mere unsecured contractual rights of the Participant against the Company.



     4.2 Trust. Notwithstanding the provisions of Section 4.1, the Committee may, in its
discretion, satisfy all or any part of the Company’s obligations under the Plan from a trust
established by the Company in connection with the Plan or from an insurance contract, annuity or
similar vehicle owned by the Company or by setting aside and investing amounts deferred under the
Plan as an asset of the Company. Any such trust or other vehicle shall constitute solely a means
to assist the Company in meeting its promised obligations under the Plan and shall not constitute a
funded account within the meaning of ERISA or the Code, nor shall it create a security interest for
the benefit of any Participant or beneficiary. Any trust created hereunder shall conform in all
respects to the terms of the Model Trust, as described in Revenue Procedure 92-64.



     4.3 Change in Control.




	 	(a)	 	Establishment of a Trust Due to Change in Control of the
Company. Notwithstanding the provisions of Sections 4.1 and 4.2, upon a
Change in Control of the Company, as defined in Section 4.3(b), the Company
shall, as soon as possible, but in no event later than ninety (90) days
following the Change in Control, establish a trust that shall substantially
conform to the model trust, as described in Revenue Procedure 92-64. Upon the
creation of such trust, the Company shall make an irrevocable lump sum
contribution to the trust in an amount that is sufficient to pay all Plan
Participants and beneficiaries the benefits to which Plan Participants or their
beneficiaries would be entitled pursuant to the terms of the Plan as of the
date on which the Change in Control occurred.
	 
	 	(b)	 	Definition of Change in Control. “Change in Control”
means a change in control of a nature that would be required to be reported in
response to




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	 	 	 	Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities
Exchange Act of 1934, as amended, or if Item 6(e) is no longer in effect,
any regulations issued by the Securities and Exchange Commission pursuant to
the Securities Exchange Act of 1934 which serve similar purposes; provided
that, without limitation, a Change in Control shall be deemed to have
occurred if and when (i) any “person” (as such term is used in Sections
13(d) and 14(d)(2) of the Securities Exchange Act of 1934) is or becomes a
beneficial owner, directly or indirectly, of securities of the Company
representing twenty-five percent (25%) or more of the combined voting power
of the Company’s then outstanding securities or (ii) individuals who were
members of the Board of Directors of the Company immediately prior to a
meeting of the shareholders of the Company involving a contest for the
election of directors shall not constitute a majority of the Board of
Directors following such election. Notwithstanding the foregoing, a Change
in Control of the Company shall not occur as a result of the issuance of
stock by the Company in connection with any public offering or private
placement of its stock.





ARTICLE V

DISTRIBUTIONS




     5.1 Forfeitures on Termination of Service. A Participant’s Excess Salary Redirection
Contributions Account shall not be subject to forfeiture or reversion to the Company hereunder.
Provided, however, to the extent specified by the Board at the time an Employee becomes a
Participant, the Participant’s Excess Matching Contributions Account and Employer Supplemental
Contributions Account under the Plan shall be subject to forfeiture upon the Participant’s
termination of employment, prior to his completion of such number of Years of Service as shall be
determined by the Board at the time he became a Participant, under circumstances other than any one
of the following: (i) the death of the Participant while still employed; (ii) the Committee’s
determination that the Participant is Totally and Permanently Disabled; or (iii) a Participant’s
retirement on or after attaining age sixty-five (65).



     Notwithstanding the foregoing provisions of this Section 5.1, the Participant shall not have
any preferred claim on, or any beneficial ownership interest in, any assets of the Company or any
trust created in connection with the Plan and any such assets shall be and remain subject to the
claims of the Company’s creditors until the time such assets are actually paid to the Participant
as provided in Article V.



     5.2 Year of Service. For purposes of this Article V, a Year of Service means each
Plan Year (commencing on and after the Effective Date) during which the Employee has completed one
thousand (1,000) Hours of Service for the Company, as defined in Section 1.23 of the Thrift Plan.



     5.3 Time of Payment of Benefits. All nonforfeitable amounts credited to a
Participant’s Individual Account, including any Adjustments credited in accordance with Section
3.5, shall be distributed to a Participant (or his designated beneficiary) within thirty (30) days
after the earliest of a Participant’s termination of service following death, Total and Permanent
Disability, retirement on or after attaining age sixty-five (65) or other separation from service
with the Company.



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     5.4 Method of Payment. Benefits shall be distributed in a single lump sum payment or
in substantially equal annual installments over a period of not less than three (3) nor more than
twelve (12) years, or in a combination of those two (2) methods, as elected by a Participant in
accordance with the provisions of Section 5.6.



     5.5 Death of the Participant and Beneficiary Designation. If a Participant dies
before the distribution of his benefits under the Plan commences, the Participant’s benefits shall
be distributed to the Participant’s designated beneficiary or beneficiaries in a single lump sum or
in substantially equal annual installments or in a combination of those two methods, as elected by
the Participant in accordance with the provisions of Section 5.6, as soon as reasonably practicable
after the Participant’s death. Installment payments under this Section 5.5 shall be made over a
period which is not less than three (3) nor more than twelve (12) years. If a Participant dies
after distribution of his benefits under the Plan has begun, the balance of the Participant’s
benefits yet to be distributed (if any) shall continue to be distributed to the Participant’s
designated beneficiary or beneficiaries in the manner in which such benefits were being distributed
on the date of the Participant’s death.



     The Participant may designate a primary and contingent beneficiary or beneficiaries on forms
provided by the Committee, which for this purpose may include the Participation Agreement. Such
designation may be changed at any time for any reason by the Participant. If the Participant fails
to designate a beneficiary, or if such designation shall for any reason be illegal or ineffective,
or if the designated beneficiary shall not survive the Participant, his benefits under the Plan
shall be paid: (i) to his surviving spouse; (ii) if there is no surviving spouse, to his
descendants (including legally adopted children or their descendants) per stirpes;
(iii) if there is neither a surviving spouse nor surviving descendants, to the duly appointed and
qualified executor or other personal representative of the Participant to be distributed in
accordance with the Participant’s wills or applicable intestacy law; or (iv) in the event that
there shall be no such representative duly appointed and qualified within thirty (30) days after
the date of death of the Participant, then to such persons as, at the date of his death, would be
entitled to share in the distribution of the Participant’s estate under the provisions of the
applicable statute then in force governing the descent of intestate property, in the proportions
specified in such statute. The Committee may determine the identity of the distributees, and in so
doing may act and rely upon any information it may deem reliable upon reasonable inquiry, and upon
any affidavit, certificate, or other paper believed by it to be genuine, and upon any evidence
believed by it to be sufficient.



     5.6 Payment Form Elections. A Participant shall designate the method of payment to
be used under Sections 5.4 and 5.5 at the time he becomes a Participant in this Plan on the form
authorized by and filed with the Committee. A Participant may change such designation by
completing and filing a new election form with the Committee at any time but in no event later than
six (6) months prior to the date on which his benefits first become distributable under Section
5.3. If no election is in effect or if the Participant’s election has not been timely or properly
made at the time distributions are to commence under either Section 5.4 or 5.5, distribution shall
be made in five (5) substantially equal annual installments.



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ARTICLE VI

PLAN ADMINISTRATION




     6.1 Company.




	 	(a)	 	The Company, in establishing and maintaining the Plan, of
necessity retains control of the operation and administration of the Plan. The
Company, in accordance with specific provisions of the Plan, has, as herein
indicated, delegated certain of these rights and obligations to the Committee
which, in turn, shall be solely responsible for those, and only those,
delegated rights and obligations.
	 
	 	(b)	 	The Company shall supply such full and timely information for
all matters relating to the Plan as (i) the Committee, (ii) the trustee of any
trust established in connection with the Plan, or (iii) the attorneys,
accountants and investment manager(s) engaged on behalf of the Plan by the
Company may require for the effective discharge of their respective duties.





     6.2 Benefits Committee.




	 	(a)	 	The Company shall appoint a committee of not less than three
(3) persons, who are members of the Board but who are not Employees, to hold
office at the pleasure of the Company, such committee to be known as the
Benefits Committee (“Committee”). No Compensation shall be paid to members of
the Committee from the trust for service on such Committee. The Committee
shall choose from among its members a chairman and a secretary. Any action of
the Committee shall be determined by the vote of a majority of its members.
Either the chairman or the secretary may execute any certificate or written
direction on behalf of the Committee. If the Company shall fail to appoint the
Committee, then the Company shall constitute the plan administrator of the Plan
and all references to the Committee under the Plan shall be deemed for all
purposes to refer to the Company.
	 
	 	(b)	 	The Committee shall hold meetings upon such notice, at such
place or places and at such time or times as the Committee may from time to
time determine. A majority of the members of the Committee at the time in
office shall constitute a quorum for the transaction of business.
	 
	 	(c)	 	The Committee may employ such counsel, accountants, and other
agents as it shall deem advisable. The Company shall pay, or cause to be paid,
the reasonable compensation of such counsel, accountants, and other agents and
any other reasonable expenses incurred by the Committee in the administration
of the Plan and trust.
	 
	 	(d)	 	All members of the Committee shall serve until their
resignation or dismissal by the Board and vacancies shall be filled in the same
manner as the original appointments. The Board may dismiss any member of the
Committee with or without cause.




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     6.3 Claims Procedure.




	 	(a)	 	The Committee shall receive all applications for benefits.
Upon receipt by the Committee of such an application, it shall determine all
facts which are necessary to establish the right of an application to benefits
under the provisions of the Plan and the amount thereof as herein provided.
Upon request, the Committee shall afford the applicant the right of a hearing
with respect to any finding of fact or determination. The applicant shall be
notified in writing of any adverse decision with respect to his claim within
sixty (60) days after its submission. The notice shall be written in a manner
calculated to be understood by the applicant and shall include:






	 	(i)	 	The specific reason or reasons for the denial;
	 
	 	(ii)	 	Specific references to the pertinent Plan
provisions on which the denial is based;
	 
	 	(iii)	 	A description of any additional material or
information necessary for the applicant to perfect the claim and an
explanation why such material or information is necessary; and
	 
	 	(iv)	 	An explanation of the Plan’s claim review
procedures.






	 	(b)	 	If special circumstances require an extension of time for
processing the initial claim, a written notice of the extension and the reason
therefor shall be furnished to the claimant before the end of the initial sixty
(60) day period. In no event shall such extension exceed sixty (60) days.
	 
	 	(c)	 	In the event a claim for benefits is denied or if the applicant
has had no response to such claim within sixty (60) days of its submission (in
which case the claim for benefits shall be deemed to have been denied), the
applicant or his duly authorized representative, at the applicant’s sole
expense, may appeal the denial to the Committee within sixty (60) days of the
receipt of written notice of denial or sixty (60) days from the date such claim
is deemed to be denied. In pursuing such appeal the applicant or his duly
authorized representative:






	 	(i)	 	May request in writing that the Committee
review the denial;
	 
	 	(ii)	 	May review pertinent documents; and
	 
	 	(iii)	 	May submit issues and comments in writing.






	 	(d)	 	The decision on review shall be made within sixty (60) days of
receipt of the request for review, unless special circumstances require an
extension of time for processing, in which case a decision shall be rendered as
soon as possible, but not later than one hundred twenty (120) days after
receipt of request for review. If such an extension of time is required,
written notice of the extension shall be furnished to the claimant before the
end of the original sixty (60) day period. The decision on review shall be
made in writing, shall be written in a manner calculated to be understood by
the claimant, and shall include specific references to the provisions of




99









 






	 	 	 	the Plan on which such denial is based. If the decision on review is not
furnished within the time specified above, the claims shall be deemed denied
on review.





     6.4 Records. All acts and determinations of the Committee shall be duly recorded by
the secretary thereof and all such records together with such other documents as may be necessary
in exercising its duties under the Plan shall be reserved in the custody of such secretary. Such
records and documents shall at all times be open for inspection and for the purpose of making
copies by any person designated by the Company.



     6.5 No Liability. The Company assumes no obligation or responsibility to any of its
Employees, Participants or beneficiaries for any act of, or failure to act, on the part of the
Committee (unless the Company is the Committee).



     6.6 Indemnity of Committee Members. The Company shall indemnify and save harmless the
members of the Committee, and each of them, from and against any and all loss resulting from
liability to which the Committee, or the members of the Committee, may be subjected by reason of
any act or conduct (except willful misconduct or gross negligence) in their official capacities in
the administration of the Plan, including all expenses reasonably incurred in their defense, in
case the Company fails to provide such defense. The Committee members and the Company may execute
a letter agreement further delineating the indemnification agreement of this Section 6.6.



     6.7 Discretionary Powers and Authority of the Company and Committee. The Company and
the Committee shall have any and all power and authority (including discretion with respect to the
exercise of that power and authority) which shall be necessary, properly advisable, desirable or
convenient to enable them to carry out their responsibilities under the Plan. By way of
illustration and not limitation, the Company and Committee are empowered and authorized to (a) make
rules and regulations with respect to the Plan which are not inconsistent with the provisions of
the Plan or the Code; (b) determine, consistently therewith, all questions that may arise
concerning eligibility, benefits, status and rights of any person claiming particular status under
the Plan, including without limitation Participants, beneficiaries and the spouses and
beneficiaries thereof; and (c) subject to and consistent with the Code, to construe and interpret
the Plan and correct any defect, supply any omissions or reconcile any inconsistencies in the Plan.
Subject to the provisions of Section 6.3, such action shall be final, conclusive and binding upon
all persons, whether or not claiming benefits under the Plan.



100









 





ARTICLE VII

AMENDMENT AND TERMINATION OF THE PLAN




     7.1 Amendment of the Plan. The Company shall have the right at any time by action of
the Board, to modify, alter or amend the Plan in whole or in part.



     7.2 Termination of the Plan. The Company reserves the right at any time by action of
its Board to terminate the Plan by resolution of the Board or to reduce or cease contributions at
any time.



ARTICLE VIII

MISCELLANEOUS




     8.1 Governing Law. The Plan shall be construed, regulated and administered according
to the laws of the State of Indiana, except in those areas preempted by the laws of the United
States of America in which case such laws will control.



     8.2 Headings and Gender. The headings and subheadings in the Plan have been inserted
for convenience of reference only and shall not affect the construction of the provisions hereof.
In any necessary construction the masculine shall include the feminine and the singular the plural,
and vice versa.



     8.3 Administration Expenses. The expenses of administering the Plan shall be paid by
the Company.



     8.4 Participant’s Rights; Acquittance. No Participant in the Plan shall acquire any
right to be retained in the Company’s employ by virtue of the Plan, nor, upon his dismissal, or
upon his voluntary termination of employment, shall he have any right or interest in and to any
assets of the Company other than as specifically provided herein. Unless a trust is established in
connection with the Plan, the Company shall be liable for the payment of any benefit provided for
herein.



     8.5 Spendthrift Clause. No benefit or interest available hereunder will be subject in
any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment
or garnishment by creditors of the Participant or the Participant’s designated beneficiary, either
voluntarily or involuntarily.



     8.6 Counterparts. The Plan may be executed in any number of counterparts, each of
which shall constitute but one and the same instrument and may be sufficiently evidenced by any one
counterpart.



     8.7 No Enlargement of Employment Rights. Nothing contained in the Plan shall be
construed as a contract of employment between the Company and any person, nor shall the Plan be
deemed to give any person the right to be retained in the employ of the Company or limit the right
of the Company to employ or discharge any person with or without cause, or to discipline any
Employee.



     8.8 Limitations on Liability. Notwithstanding any of the preceding provisions of the
Plan, neither the Company, the Committee nor any individual acting as an employee or agent of
either of them shall be liable to any Participant, Employee or beneficiary for any claim, loss,



101









 







liability or expense incurred in connection with the Plan, except when the same shall have been
judicially determined to be due to the gross negligence or willful misconduct of such person.



     8.9 Incapacity of Participant or Beneficiary. If any person entitled to receive a
payment under the Plan is physically or mentally incapable of personally receiving and giving a
valid receipt for any payment due (unless prior claim therefor shall have been made by a duly
qualified guardian or other legal representative), then, unless and until claim therefor shall have
been made by a duly appointed guardian or other legal representative of such person, the Company
may provide for such payment or any part thereof to be made to any other person or institution then
contributing toward or providing for the care and maintenance of such person. Any such payment
shall be a payment for the account of such person and a complete discharge of any liability of the
Company and the Plan therefor.



     8.10 Corporate Successors. The Plan shall not be automatically terminated by a
transfer or sale of assets of the Company or by the merger or consolidation of the Company into or
with any other corporation or other entity, but the Plan shall be continued after such sale, merger
or consolidation only if and to the extent that the transferee, purchaser or successor entity
agrees to continue the Plan. In the event that the Plan is not continued by the transferee,
purchaser or successor entity, then the Plan shall terminate in accordance with the provisions of
Section 7.2.



SIGNATURES




     IN WITNESS WHEREOF, the Company has caused this Amended and Restated Supplemental Executive
Retirement Plan to be executed by its duly authorized officers, this day of 
                    , 1998, but effective as of January 1, 1997.



	 	 	 	 	 	 	 
	 	 	HORIZON BANCORP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 






	 	 	 	 	 
	ATTEST: [SEAL]	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	Title:
	 	 	 	 
	 

	 	 

	 	 






SS-2313-2





102