Business Development Board Compensation Program

Exhibit 10.4 IRWIN UNION BANK AND TRUST COMPANY
BUSINESS DEVELOPMENT BOARD COMPENSATION PROGRAM
AND STATEMENT OF PURPOSE IRWIN UNION BANK AND TRUST COMPANY, its successors and assigns (hereinafter referred to as " Bank" ) desires to retain from time to time the services of certain persons as advisors to the Bank to assist in the conduct of the Bank' s business development activities. The Bank' s overall objective is to promote its business and profitability and the interests of its shareholders, with due regard to the effect of such activities on the needs and interests of its depositors, customers, employees and the communities the Bank serves. The following describes the procedures for the establishment and operations of the Business Development Boards and certain duties and functions to be used as guidelines to assist Business Development Directors in fulfilling their responsibilities. 1. ESTABLISHMENT OF BUSINESS DEVELOPMENT BOARDS 1.1. Establishment . The Bank may establish a Business Development Board for each of its market areas. 1.2. Name . The Business Development Boards shall be known as the " [Name comprising the specific market of the Bank] Board of Irwin Union Bank and Trust Company." 1.3. Initial Appointment . The president of the Bank shall appoint the initial Business Development Boards for each market. Individuals appointed to the Business Development Boards primarily shall be individuals actively involved in the specific market whom the president of the Bank believes would fulfill the duties of a Business Development Director as set forth in this Statement of Purpose. 1.4. Vacancies . When any vacancy occurs among the Business Development Directors, the market president and the remaining members of the Business Development Board may review and recommend replacement candidates to the president of the Bank, who shall appoint an individual to fill such vacancy. 2. BUSINESS DEVELOPMENT DIRECTORS 2.1. Number and Terms . Business Development Boards shall consist of not less than four members nor more than twelve members who are not employees or directors of the Bank (" Business Development Directors" ), plus the appropriate market president. Membership shall be for an initial term of two years and annually renewable thereafter. 2.2. Director Affirmation . Each Business Development Director shall be required to execute a " DIRECTOR AFFIRMATION" in the form attached hereto. Each


Business Development Director shall be given a copy of this Compensation Program and Statement of Purpose. 2.3. Compensation . Compensation for service as a Business Development Director shall consist of a $1,000 annual retainer, payable annually following the end of the first calendar quarter to each person then serving as a Business Development Director, plus $350 per meeting of the Board attended, payable quarterly following the end of each calendar quarter to each person serving as a Business Development Director who attended any meetings during that quarter. Such compensation shall be payable in the form of a grant of shares of Common Stock of Irwin Financial Corporation. In each case, the number of sha ...