This letter agreement is intended to constitute a contract between you and the Company,subject to the terms and conditions set forth herein. However, we do want to make it clear to youthat, in signing this letter, you are not making a legal commitment to remain employed with theCompany through the above date. We realize that you will make your own decision about that andthat your decision to remain with the Company will depend on your own personal circumstances. Thisletter agreement does not alter your status as an at-will employee of the Company and it is not anoffer or a confirmation of employment for any definite period of time.The Company, however, agrees that it will terminate your employment before payment of thethird lump sum payment only for “cause”. “Cause” is defined as: (i) conviction of a felony or anycrime involving dishonesty or violence; (ii) willful negligence in the performance of your assignedduties or the willful commission of any act that causes substantial or material harm to theCompany; or (iii) material insubordination or refusal to comply with any reasonable request of theBoard of Directors relating to your duties.     If at any time the Company were to terminate your employment without Cause, the Company agreesto pay you any balance of the three lump sum payments not yet paid. The Company also agrees to payyou, or your estate, any balance of the three lump sum payments not yet paid in the event (i) youshould begin employment with Roosevelt Management Company LLC, or you should die, prior to theclosing of the platform purchase transaction, and (ii) the transaction actually occurs. Suchpayment will be made within 15 days of the closing.     We do want to make this commitment to you in the hope that it will encourage you to remainwith the Company through the dates and events described in this letter. All terms of this letterare subject to applicable banking laws and regulations.     With the above in mind, our agreement is as follows:1. The Company agrees that if you are actively employed with the Company through August 31, 2008,you will receive a First Lump Sum Payment of $25,000 (less normal deductions required by law).Payment will occur on the September 15 payroll date. In order to earn the First Lump Sum Payment,you would have to be actively employed with the Company on August 31 .2. The Company agrees that if you are actively employed with the Company on such date as coincideswith the “Second Closing” as defined and described in a certain Asset Purchase Agreement dated July18, 2008 by and among Roosevelt Management Company, LLC, Irwin Union Bank and Trust Company, andIrwin Home Equity Corporation, or through October 31, 2008, whichever is earlier, the Company willpay you a Second Lump Sum Payment in the gross amount of $37,500 (less normal deductions requiredby law). Payment will occur on the first regularly scheduled payroll date following theoccurrence of such Second Closing, or after the earlier payment date occurs. In order to earn theSecond Lump Sum Payment, you would have to be actively employed with the Company on such SecondClosing date or October 31 2008, whichever earlier occurs. We each acknowledge that the SecondLump Sum Payment might be made prior to the First Lump Sum Payment.
 

 
3. The Company agrees that if you are actively employed with the Company on such date as coincideswith the closing of a platform purchase transaction whereby Roosevelt Management Company, LLC willacquire certain assets, and hire certain employees of the Company, the Company will pay you a ThirdLump Sum Payment in the gross amount of $62,500 (less normal deductions required by law). Paymentwill occur on the first regularly scheduled payroll date following the occurrence of such platformpurchase transaction closing. In order to earn the Third Lump Sum Payment, you would have to beactively employed with the Company at the time of the platform purchase transaction closing date.4. In consideration of the offer contained in this letter agreement, you agree that during yourremaining employment with the Company (which, as stated above, will remain at all times at-willemployment), you will work to the best of your abilities to perform your assigned duties.5. The Company agrees that upon your acceptance of this offer, the Company will extend thetime for exercise of your stock options, awards and PUP grants, following termination of youremployment, by 24 months, on the condition that the plans adopted by the Company in regard to saidstock options, awards and PUP grants do not prohibit such extensions and on the further conditionthat the Company’s Board of Directors approves said extensions.     The Company values your contributions and hopes that you will accept the offers contained inthis letter agreement.     This offer is available for your consideration through September 3, 2008. If you wish toaccept this offer, please sign the enclosed copy of this letter in the space indicated and returnit to Carrie Houston, First Vice President of Human Resources, in an envelope marked “Personal andConfidential.”      Sincerely,