Exhibit 10.41
 UNITED STATES OF AMERICA
Before the
OFFICE OF THRIFT SUPERVISION
 )In the Matter of
    )
    
    
    
    
    Order No.: CN 09-19))IRWIN UNION BANK, F.S.B.
    )
    
    
    
    
    Effective Date: July 24, 2009))Columbus, Indiana
    )OTS Docket No. 16835
    ))
 ORDER TO CEASE AND DESIST
 WHEREAS,
 WHEREAS,
 WHEREAS,
 NOW, THEREFORE, IT IS ORDERED that:
 Cease and Desist.
 1.
    
    The Association and its directors, officers, and employees shall cease and desist from any action (alone or with others) for or toward causing, bringing about, participating in or




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counseling all unsafe or unsound practices, including operating at a loss, with a large
volume of adversely classified assets, and with an inadequate level of capital for the kind and
quality of assets held.
 Capital.
 2.
    
    (a) No later than August 31, 2009, the Association shall achieve and maintain: (i) a Tier
1 (Core) Capital Ratio of at least ten percent (10%) and (ii) a Total Risk-Based Capital
Ratio of at least twelve percent (12 %) after the funding of an adequate Allowance for
Loan and Lease Losses (ALLL).
(b) The requirement in Subparagraph (a) above to meet and maintain a specific capital level
means that the Association may not be deemed to be Well-capitalized for purposes of 12
U.S.C. §1831o and 12 C.F.R. Part 565, pursuant to 12 C.F.R. §565.4(b) (1) (iv).3.
    
    (a) By August 15, 2009, the Board shall adopt and submit to the Regional Director for
review and comment a written plan to maintain the Associations capital levels prescribed
in Paragraph 2 of this Order (Capital Plan). The Capital Plan shall cover the period
beginning with the quarter ending June 30, 2009 through the quarter ending December
31, 2011. At a minimum, the Capital Plan shall:
 i.
    
    take into consideration the requirements and restrictions imposed by this
Order;ii.
    
    detail capital enhancement strategies with specific narrative
goals;iii.
    
    consider and address the amount of additional capital that
would be
necessary to meet the capital requirements of Paragraph 2 of this Order
under different forward-looking scenarios involving progressively stressed
economic environments;




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iv.
    
    identify the specific sources of additional capital;v.
    
    detail timeframes by which the additional capital will be raised and
provide specific target month-end capital levels; andvi.
    
    provide for
alternative methods to strengthen capital, should the primary
sources identified under Paragraph 3(a)(iv) of this Order not be available.
    4.
    
    (a) On a monthly basis, beginning with the month ending September 30, 2009, the Association
shall prepare and submit to the Board by the 25th day of each month, a report that compares
projected operating results contained within the Capital Plan to actual results for the
previous month (Capital Plan Variance Report). The Boards review of the




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5.
    
    (a) In the event the Association has failed to submit
an acceptable Capital Plan or has failed to implement or adhere to its Capital Plan, the Board
shall prepare and submit a Contingency Plan in compliance with subparagraph 5(c) below to the
Regional Director for review and comment within twenty (20) days from either the Associations
notice of its failure to implement or adhere to its Capital Plan or the Associations receipt of
written notice from the Regional Director that he has determined the Association has failed to
submit an acceptable Capital Plan or has failed to implement or adhere to its Capital Plan.
(b) In the event the Association does not meet the capital ratios required by subparagraph
2(a) above at any month end beginning August 31, 2009, the Board shall prepare and
submit a Contingency Plan in compliance with subparagraph 5(c) below to the Regional
Director for review and comment within twenty (20) days of the end of the month.
(c) The Contingency Plan required by this Paragraph 5 shall detail the actions to be
taken, with specific time frames, to achieve one of the following results within sixty (60)
days after implementation of the Contingency Plan: (a) merger with or acquisition by
another federally insured depository institution or holding company thereof; or (b)
voluntary liquidation by filing an appropriate application with the OTS in conformity
with federal laws and regulations. The Contingency Plan shall be implemented by the




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Restructuring Plan
 6.
    
    (a) By August 31, 2009, the Board shall revise the Associations September 30, 2008
Restructuring Plan submitted to the OTS to operate the Association on an independent basis
from Irwin Union Bank and Trust Company taking into consideration the comments in the
Associations OTS Report of Examination dated March 2, 2009 (ROE) and the Information
Technology Report of Examination dated March 2, 2009 (IT ROE).(b) By September 30, 2009, the
Board shall ensure the revised Restructuring Plan is fully implemented and policies are in
place to monitor compliance.




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Asset Restriction.
 7.
    
    Effective immediately, the Association shall not make any new construction or land loans
without the prior written approval of the Regional Director.
 Liquidity Policy.
 8.
    
    (a) Within twenty (20) days, the Board shall adopt and submit to the Regional
Director for review and comment a revised Liquidity Policy. The Liquidity Policy shall
include, at a minimum:
 i.
    
    Reduced reliance on volatile funding sources, including deposits exceeding
current insurance limits of the Federal Deposit Insurance Corporation (FDIC);ii.
    
    A minimum liquidity ratio of no less than fifteen percent (15%) of total
deposits and unsecured borrowings; andiii.
    
    Additional sources of liquidity, such as readily available
collateral to secure Federal Home Loan Bank advances and borrowing through the
Federal Reserve Bank discount window, sufficient to provide within 24 hours an
amount of cash equal to at least five percent (5%) of total deposits and
unsecured borrowings.




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Information Technology.
 9.
    
    By August 31, 2009, the Board shall adopt and submit to the Regional Director for
review and comment a detailed plan to address the information technology concerns
contained in the IT ROE, including the areas of access controls, monitoring of service
providers, and audit issues.
 Business Plan.
 10.

    (a) By August 31, 2009, the Board shall revise and submit to the Regional Director
for review and comment its current three-year business plan (Revised Business Plan), to
include the requirements contained within this Order and the comments contained within
the ROE, ensuring, at a minimum, inclusion of the following:
 i.
    
    The Capital Plan required by Paragraph 3 above; andii.
    
    Emphasis on reducing classified assets and maintaining an adequate ALLL.




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Asset Growth.
 11.
    
    Effective immediately, the Association is subject to and shall comply with the
requirements and provisions of OTS Regulatory Bulletin 3b. Without the prior written
approval of the Regional Director, the Association shall not increase its total assets
during any quarter in excess of an amount equal to net interest credited on deposit
liabilities during the quarter.
 Management Changes.
 12.
    
    Effective immediately, the Association shall comply with the prior notification
requirements for changes in directors and Senior Executive Officers1 set forth
in 12 CFR Part 563, Subpart H.
 
 1
    
    The term Senior Executive Officer is defined at 12 C.F.R. § 563.555.




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Brokered Deposits.
 13.
    
    The Association shall comply with the requirements of 12 C.F.R. § 337.6(b)(2) and shall
not, without obtaining the prior written approval of the FDIC pursuant to 12 C.F.R. §
337.6(c): (i) accept, renew or roll over any brokered deposit, as that term is defined at 12
C.F.R § 337.6(a)(2); or act as a deposit broker, as that term is defined at 12 C.F.R. §
337.6(a)(5).
 Severance and Indemnification Payments.
 14.
    
    Effective immediately, the Association shall not make any golden parachute
payment2 or
any prohibited indemnification payment3 unless, with respect to each such
payment, the
Association has complied with the requirements of 12 C.F.R. Part 359 and, as to
indemnification payments, 12 C.F.R. § 545.121.
 Employment Contracts and Compensation Arrangements.
 15.
    
    Effective immediately, the Association shall not enter into, renew, extend or revise any
contractual arrangement related to compensation or benefits with any director or Senior
Executive Officer of the Association, unless it provides the Regional Director with not
less than thirty (30) days prior written notice of the proposed transaction. The notice to
the Regional Director shall include a copy of the proposed employment contract or
compensation arrangement, or a written description of the compensation arrangement to
be offered to such officer or director, including all benefits and perquisites. The Board
shall ensure that any contract, agreement, or arrangement submitted to the OTS fully
complies with the requirements of 12 C.F.R. Part 359, 12 C.F.R. §§ 563.39 and
563.161(b), and 12 C.F.R. Part 570-Appendix A.
 
 2
    
    The term golden parachute payment is defined at 12 C.F.R. § 359.1(f).3
    
    The term prohibited indemnification payment is defined at 12 C.F.R. § 359.1(1).




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Third Party Contracts.
 16.
    
    Effective immediately, neither the Association nor its subsidiaries shall enter into any
arrangement or contract with a third party service provider that is significant to the
overall operation or financial condition of the Association4 or outside the
Associations or
subsidiarys normal course of business unless, with respect to each such contract, the
Association has: (i) provided the OTS with a minimum of thirty (30) days prior written
notice of such arrangement or contract; (ii) determined that the arrangement or contract
complies with the standards and guidelines set forth in OTS Thrift Bulletin 82a; and (iii)
received written notice of non-objection from the Regional Director.
 Capital Distributions.
 17.
    
    Effective immediately, the Association shall not declare or pay dividends or make any
other capital distributions including the repurchase or redemption of capital stock,
without receiving the prior written approval of the Regional Director. The Associations
written request for approval shall be submitted at least thirty (30) days prior to the
anticipated date of the proposed dividend payment or distribution of capital.
 Transactions with Affiliates.
 18.
    
    Effective immediately, the Association shall not engage in any new transaction with an
affiliate unless, with respect to each such transaction, the Association has complied with
the notice requirements set forth in 12 C.F.R. § 563.41(c)(4), which shall include the
information set forth in 12 C.F.R. § 563.41(c)(3). The Board shall ensure that any
transaction with an affiliate for which notice is submitted pursuant to this paragraph,
complies with the requirements of 12 C.F.R. § 563.41 and Regulation W, 12 C.F.R.
 
 4
    
    A contract will be considered significant to the overall operation or financial
condition of the Association where the annual contract amount equals or exceeds two percent (2%) of
the Associations total capital.




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Compliance Resolution.
 19.
    
    Effective immediately, by the last day of each succeeding month, the Board shall
adopt and submit to the OTS copies of a Board resolution (Compliance Resolution) formally
resolving that, following a diligent inquiry of relevant information (including a report from
the Associations management regarding the Associations compliance with each provision of
this Order), to the best of its knowledge and belief, during the immediately preceding month,
the Association has complied with each provision of this Order currently in effect, except as
otherwise stated. The Compliance Resolution shall: (a) specify in detail how, if at all, full
compliance was found not to exist; and (b) identify all notices of exemption or non-objection
issued by the OTS that were outstanding as of the date of its
adoption. In the event that one
or more directors do not agree with the representations set forth in a Compliance Resolution,
such a disagreement shall be noted in the Compliance Resolution.
 Effective Date, Incorporation of Stipulation.
 20.
    
    This Order is effective on the Effective Date as shown on the first page. The Stipulation
is made a part hereof and is incorporated herein by this reference.
 Duration.
 21.
    
    This Order shall remain in effect until terminated, modified or suspended, by written
notice of such action by the OTS, acting by and through its authorized representatives.
 Time Calculations.
 22.
    
    Calculation of time limitations for compliance with the terms of this Order run from the
Effective Date and shall be based on calendar days, unless otherwise noted.




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23.
    
    The Regional Director or an authorized OTS representative may extend any of the
deadlines set forth in the provisions of this Order upon written request by the Association
that includes reasons in support for any such extension. Any OTS extension shall be
made in writing.
 Submissions and Notices.
 24.
    
    All submissions, including progress reports, to the OTS that are required by or
contemplated by this Order shall be submitted within the specified timeframes.
 25.
    
    Except as otherwise provided herein, all submissions, requests, communications,
consents or other documents relating to this Order shall be in writing and sent by first
class U.S. mail (or by reputable overnight carrier, electronic facsimile transmission or
hand delivery by messenger) addressed as follows:
 a.
    
    To the OTS:
Regional Director
Office of Thrift Supervision
One South Wacker Drive, Suite 2000
Chicago, Illinois 60606
Facsimile: (312) 917-5002b.
    
    To the Association:
Chairman of the Board Irwin
Union Bank, F.S.B.
500 Washington Street Columbus,
Indiana 47202 Facsimile: (317)
237-6100
 No Violations Authorized.
 26.
    
    Nothing in this Order or the Stipulation shall be construed as allowing the Association, its
Board, officers or employees to violate any law, rule, or regulation.




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IT IS SO ORDERED.
 OFFICE OF THRIFT SUPERVISIONBy:
    /s/ Daniel T. McKeeDaniel T. McKeeRegional Director, Central RegionDate: See Effective Date on page 1




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UNITED STATES OF AMERICA
Before the
OFFICE OF THRIFT SUPERVISION
 )In the Matter of
    )
    
    
    
    
    Order No.: CN 09-19))IRWIN UNION BANK, F.S.B.
    )
    
    
    
    
    Effective Date: July 24, 2009))Columbus, Indiana
    )OTS Docket No. 16835
    ))
 STIPULATION AND CONSENT TO ISSUANCE OF ORDER TO CEASE AND DESIST
 WHEREAS,
 WHEREAS,
 WHEREAS,




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Jurisdiction.
   OTS Findings of Fact.
  Consent.
  Finality.




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Waivers.
 6.
    
    The Association waives the following:
 (a)
    
    the right to be served with a written notice of the OTSs charges
against it as
provided by 12 U.S.C. § 1818(b) and 12 C.F.R. Part 509;(b)
    
    the right to an administrative hearing of the OTSs charges as provided by 12
U.S.C.
§ 1818(b) and 12 C.F.R. Part 509;(c)
    
    the right to seek judicial review of the Order, including, without
limitation, any such
right provided by 12 U.S.C. § 1818(h), or otherwise to challenge
the validity of the
Order; and(d)
    
    any and all claims against the OTS, including its employees and agents, and
any other
governmental entity for the award of fees, costs, or expenses related to this OTS
enforcement matter and/or the Order, whether arising under common law, federal
statutes or otherwise.
 OTS Authority Not Affected.
  Other Governmental Actions Not Affected.




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Miscellaneous.
       Signature of Directors/Board Resolution.




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WHEREFORE,
 Accepted by:IRWIN UNION BANK, F.S.B.
    
    
    
    OFFICE OF THRIFT SUPERVISIONColumbus, Indiana/s/ Jesse R. Brand
    
    
    
    By:
    
    /s/ Daniel T. McKeeJesse R. Brand, Director
    
    
    
    
    
    Daniel T. McKee
Regional Director, Central RegionDate: See Effective Date on page 1/s/ Gregory F. Ehlinger

Gregory F. Ehlinger, Director/s/ Albert H. Schumaker

Albert H. Schumaker, II, Director