Exhibit 4.1

HORIZON BANCORP

2005 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

(Effective as of January 1, 2005)

Krieg DeVault LLP

One Indiana Square, Suite 2800

Indianapolis, IN 46204-2079

www.kriegdevault.com

HORIZON BANCORP

2005 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

TABLE OF CONTENTS

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ARTICLE 1

INTRODUCTION

Section  1.1 Purpose . The purpose of the Horizon Bancorp 2005 Supplemental Executive Retirement Plan (the “Plan”) is to provide certain management or highly compensated employees of Horizon Bancorp (the “Company”) and its Affiliates supplemental retirement benefits to help recompense the employees for benefits reduced under the Horizon Bancorp Employees’ Thrift Plan (the “Thrift Plan”) due to benefit limits imposed by the Internal Revenue Code of 1986, as amended (the “Code”) and to permit the deferral of additional compensation. It is the intention of the Company that the Plan 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”), and a deferred compensation arrangement that complies with Code Section 409A. Consequently, the Plan will be administered and its provisions interpreted consistently with that intention.

Section  1.2 Effective Date; Plan Year . The “Effective Date” of the Plan is January 1, 2005. The “Plan Year” is the 12-month period beginning on each January 1 and ending on the next following December 31.

Section  1.3 Administration . The Plan will be administered by the Compensation Committee (the “Committee”) of the Company’s Board of Directors (the “Board”). The Committee, from time to time, may adopt any rules and procedures it deems necessary or desirable for the proper and efficient administration of the Plan that are consistent with the terms of the Plan. Any notice or document required to be given or filed with the Committee will be properly given or filed if delivered to or mailed, by registered mail, postage paid, to the Compensation Committee of the Board of Directors, Horizon Bancorp, 515 Franklin Square, Michigan City, Indiana 46360, Attention: Human Resource Department.

Section  1.4 Affiliates . Any corporation or trade or business whose employees are treated as being employed by the Company under Code Sections 414(b), 414(c), 414(m) or 414(o) (an “Affiliate”) may adopt the Plan with the Company’s consent in accordance with Section 9.1.

Section  1.5 Supplements . The provisions of the Plan may be modified by supplements to the Plan. The terms and provisions of each supplement are a part of the Plan and supersede any other provisions of the Plan to the extent necessary to eliminate any inconsistencies between the supplement and any other Plan provisions.

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ARTICLE II

ELIGIBILITY AND PARTICIPATION

Section  2.1 Eligibility . Any salaried employee who is employed by the Company or Horizon Bank, N.A. or another “Affiliate” that has adopted the Plan under Article IX is eligible to become a “Participant” in the Plan provided the employee is designated as a Participant by the Committee in writing.

Section  2.2 Participation . A designated employee will become a “Participant” as of the later of the Effective Date or the date specified by the Committee. A Participant may be removed as an active Participant by the Committee, effective as of any date, so that the Participant will not be entitled to accrue additional benefits under Sections 3.3 or 3.4 on or after that date.

ARTICLE III

CONTRIBUTIONS AND ALLOCATIONS

Section  3.1 Employee Deferral Contributions . Subject to the terms and limitations of this Article, a Participant may elect, pursuant to Section 3.2, to have a portion of the Participant’s Compensation payable in any Plan Year withheld by the Company or an Affiliate and credited as an “Employee Deferral Contribution” under the Plan. The term “contribution” is used for ease of reference; however, contributions are merely credits to each Participant’s Account, which is a bookkeeping account.

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The term “Compensation,” for purposes of the Plan, means the total cash compensation paid to the Participant by the Company or an Affiliate during a Plan Year (including the compensation that, but for the deferral election made under this Section or an election made under a Code Section 125 Plan or the Thrift Plan would have been paid to the Participant) for services rendered as an employee, including overtime pay, commissions and bonuses, but excluding fringe benefits, welfare benefits, deferred compensation and reimbursements (including moving expenses) and expense allowances. Compensation does not include wages received upon the exercise by a Participant of a stock appreciation right received under any plan provided by the Company or its Affiliates.

Section  3.2 Deferral Elections . Employee Deferral Contributions will be withheld from a Participant’s Compensation in accordance with the following terms and conditions.

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Section  3.3 Company Matching Contributions .

Section  3.4 Supplemental Contributions . The Company and its Affiliates may, as determined by the Committee in its sole discretion, make “Supplemental Contributions” under the Plan, in accordance with subsections 3.4(a) and (b).

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Section  3.5 Plan Account . The Committee will establish and maintain an “Account” under the Plan for each Participant and will increase and decrease a Participant’s Account as provided in Section 3.7.

Section  3.6 Investment Credits. . A Participant’s Account will be increased or decreased to reflect the increase or decrease in the value of the Account established for the Participant. The amount of interest credited will be determined based on the investment earnings under the funding method(s) used by the Company pursuant to Section 7.2. However, if no such method is used, earnings and losses on the Participant’s Account will be determined by treating the Participant’s Account as if such balance were hypothetically invested in five-year U.S. Treasury Bonds, at the rate published in the Wall Street Journal as in effect as of the first business day of each calendar month, plus 200 basis points, but not to exceed 120% of the Applicable Long Term Federal rate for monthly compounding. In the event any Participant is entitled to a distribution of the Account under Article IV, the increase or decrease in the value of the Account will be allocated as of the last day of the month immediately preceding the month in which the payment to the Participant will be made.

Section  3.7 Account Allocations . As of each accounting date, each Participant’s Account will be:

The accounting date under this Section will be any date determined by the Committee. However, the accounting required under this Section must be made, at a minimum, as of the last day of each Plan Year.

Section  3.8 Allocation of Forfeitures The amount, if any, of a Participant’s Company Matching Contributions and Supplemental Contributions forfeited under Section 4.4 will revert to the Company and its Affiliates.

Section  3.9 Military Service . Notwithstanding any provision of this Plan to the contrary, contributions and benefits with respect to qualified military service will be provided in accordance with Code Section 414(u).

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ARTICLE IV

BENEFIT PAYMENTS

Section  4.1 Time of Payment of Benefits . Except as provided in Sections 4.5 through 4.7, a Participant will receive or will begin to receive payment of his vested Account balance within 90 days following the date specified for payment or the commencement of payment effectively elected by the Participant, as provided in this Section.

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Section  4.2 Method of Payment . Except as provided in Sections 4.5 through 4.7, the balance of a Participant’s vested Account will be distributed in cash in one of the following methods effectively elected by the Participant:

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Section  4.3 Method of Payment Elections .

Section  4.4 Forfeitures on Separation from Service . A Participant’s Account will not be subject to forfeiture or reversion to the Company hereunder. Provided, however, to the extent specified by the Committee, the Participant’s Company Matching Contributions and Supplemental Contributions under the Plan will be subject to forfeiture upon the Participant’s Separation from Service, prior to his completion of such number of “Years of Service” as determined by the Committee, 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 Disabled; or (iii) a Participant’s retirement on or after attaining age sixty-five (65). For purposes of this Section, a Year of Service means each Plan Year (commencing on and after the date of the Participant’s first day of participation in this Plan) during which the employee has completed one thousand (1,000) Hours of Service for the Employer, as defined in the Thrift Plan.

Section  4.5 Disability and Death . Subject to the provisions of subsection 4.1(d), in the event a Participant Separates from Service due to the Participant’s Disability or if the Participant dies or becomes Disabled before he has received his entire Account balance, the unpaid balance will be paid to the Participant, or in the event of his death to his designated beneficiary or beneficiaries, in a single lump sum within 90 days of a determination by the Committee that the Participant is Disabled or within 90 days of the Participant’s death.

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Section  4.6 Unforeseeable Emergency . In the event the Committee determines in its sole discretion that a Participant has experienced an Unforeseeable Emergency, all or a portion of a Participant’s vested Account may be distributed no later than 90 days following such determination, in a single lump sum payment. The Participant must submit a signed statement of the facts causing the severe financial hardship and any other information required by the Committee, in its sole discretion. Payment under this Section is subject to the following conditions:

Section  4.7 Acceleration of Time of Payment . Except as provided in Section 4.6 or this Section, the time or schedule of payment of a Participant’s Account provided in Sections 4.1 through 4.5 may not be accelerated. The time and schedule of payment of a Participant’s Account may be accelerated in the following circumstances, each of which is an “Acceleration Event,” to a time that is no later than 90 days following the Committee’s determination that one of the Acceleration Events has occurred and payment will be made in the form of a single lump sum:

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ARTICLE V

PLAN ADMINISTRATION

Section  5.1 Appointment of the Committee . The Committee, or a duly authorized officer or officers of the Company empowered by the Committee to act on its behalf, will be responsible for administering the Plan, and the Committee will be charged with the full power and the responsibility for administering the Plan in all its details.

Section  5.2 Powers and Responsibilities of the Committee .

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Section  5.3 Liabilities . The individual members of the Committee will be indemnified and held harmless by the Company with respect to any alleged breach of responsibilities performed or to be performed hereunder.

Section  5.4 Income and Employment Tax Withholding . The Company and its Affiliates will be responsible for withholding from the Participant’s Compensation, from the contribution to the Plan, or from the distribution of the Participant’s benefit under the Plan, of all applicable federal, state, city and local taxes.

ARTICLE VI

BENEFIT CLAIMS

While a Participant or beneficiary need not file a claim to receive his benefit under the Plan, if he wishes to do so, a claim must be made in writing and filed with the Committee. If a claim is denied, the Committee will furnish the claimant with written notice of its decision. A claimant may request a review of the denial of a claim for benefits by filing a written request with the Committee. The Committee will afford the claimant a full and fair review of such request. The claim and claim review process will be conducted in accordance with the provisions of Supplement A.

ARTICLE VIII

FUNDING AND TRANSFERS

Section  7.1 Unfunded Status . The Plan will be maintained in such a fashion that at all times for purposes of ERISA and the Code it will be unfunded and will constitute a mere promise by the Company to make Plan benefit payments in the future. Any and all rights created under this Plan will be unsecured contractual rights against the Company.

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Section  7.2 Trust . Notwithstanding the provisions of Section 7.1, 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 will constitute solely a means to assist the Company in meeting its promised obligations under the Plan and will not constitute a funded account within the meaning of ERISA or the Code, nor will it create a security interest for the benefit of any Participant or beneficiary. Any trust created hereunder will conform in substantially all respects to the terms of the Model Trust, as described in Revenue Procedure 92-64.

Section  7.3 Change in Control .

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However, if any person or group is considered to effectively control the Company, the acquisition of additional control of the Company by the same person(s) is not considered to cause a change in the effective control.

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ARTICLE VIII

AMENDMENT AND TERMINATION OF THE PLAN

Section  8.1 Amendment of the Plan . The Company may amend the Plan at any time in its sole discretion. Notwithstanding the foregoing, the Company may not amend the Plan to reduce a Participant’s Account balance as determined on the day preceding the effective date of the amendment.

Section  8.2 Termination of the Plan . The Company may terminate the Plan at any time in its sole discretion. Absent an amendment to the contrary, Plan benefits that had accrued prior to the termination will be paid at the times and in the manner provided for by the Plan at the time of the termination.

ARTICLE IX

PARTICIPATION BY AFFILIATES

Section  9.1 Affiliate Participation . Any Affiliate may adopt the Plan and become a participating Company under the Plan by filing with the Committee:

Notwithstanding any provision herein to the contrary, Horizon Bank shall automatically be a participating Company as of the Effective Date.

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Section  9.2 Horizon Bancorp Action Binding on Other Employers . As long as Horizon Bancorp is a Company under the Plan, it is empowered to act for any other Company in all matters relating to the Plan or the Committee.

ARTICLE X

MISCELLANEOUS

Section  10.1 Governing Law . The Plan will be construed, regulated and administered according to the laws of the State of Indiana, without reference to that state’s choice of law principles, except in those areas preempted by the laws of the United States of America in which case the federal laws will control.

Section  10.2 Headings and Gender . The headings and subheadings in the Plan have been inserted for convenience of reference only and will not affect the construction of the Plan provisions. In any necessary construction, the masculine will include the feminine and the singular the plural, and vice versa.

Section  10.3 Spendthrift Clause . No benefit or interest available under the Plan will be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of a Participant or a Participant’s beneficiary, either voluntarily or involuntarily.

Section  10.4 Counterparts . This Plan may be executed in any number of counterparts, each one constituting but one and the same instrument, and may be sufficiently evidenced by any one counterpart.

Section  10.5 No Enlargement of Employment Rights . Nothing contained in the Plan may be construed as a contract of employment between the Company and any person, nor may 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.

Section  10.6 Limitations on Liability . Notwithstanding any other provision of the Plan, neither the Company nor any individual acting as an employee or agent of a Company will be liable to a Participant or any beneficiary for any claim, loss, liability or expense incurred in connection with the Plan, except when the same has been judicially determined to be due to the gross negligence or willful misconduct of that person.

Section  10.7 Incapacity of Participant or Beneficiary . If any person entitled to receive a distribution under the Plan is physically or mentally incapable of personally receiving and giving a valid receipt for any payment due (unless a prior claim for the distribution has been made by a duly qualified guardian or other legal representative), then, unless and until a claim for the distribution has been made by a duly appointed guardian or other legal representative of the person, the Committee may provide for the distribution to be made to any other individual or institution then contributing toward or providing for the care and maintenance of the person. Any payment made for the benefit of the person under this Section will be a payment for the account of such person and a complete discharge of any liability of the Company and the Plan.

Section  10.8 Evidence . Evidence required of anyone under the Plan may be by certificate, affidavit, document or other information which the person relying on the evidence considers pertinent and reliable, and signed, made or presented by the proper party or parties.

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Section  10.9 Action by Company or Committee . Any action required of or permitted by the Company or Committee under the Plan will be by resolution of the Company’s Board or by the Committee or by a person or persons authorized by resolution of the Board or the Committee.

Section  10.10 Severability . In the event any provisions of the Plan are held to be illegal or invalid for any reason, the illegality or invalidity will not affect the remaining parts of the Plan, and the Plan will be construed and endorsed as if the illegal or invalid provisions had never been contained in the Plan.

Section  10.11 Information to be Furnished by a Participant . A Participant, or any other person entitled to benefits under the Plan, must furnish the Committee with any and all documents, evidence, data or other information the Committee considers necessary or desirable for the purpose of administering the Plan. Benefit payments under the Plan are conditioned on a Participant (or other person who is entitled to benefits) furnishing full, true and complete data, evidence or other information to the Committee, and on the prompt execution of any document reasonably related to the administration of the Plan requested by the Committee.

Section  10.12 Binding on Successors . The Plan will be binding upon and inure to the benefit of the Company and its successors and assigns, and the successors, assigns, designees and estates of a Participant. The Plan will also be binding upon and inure to the benefit of any successor organization succeeding to substantially all of the assets and business of the Company, but nothing in the Plan will preclude the Company from merging or consolidating into or with, or transferring all or substantially all of its assets to, another organization which assumes the Plan and all obligations of the Company hereunder. The Company agrees that it will make appropriate provision for the preservation of a Participant’s rights under the Plan in any agreement or plan which it may enter into to effect any merger, consolidation, reorganization or transfer of assets. Upon such a merger, consolidation, reorganization, or transfer of assets and assumption of Plan obligations of the Company, the term “Company” will refer to such other organization and the Plan will continue in full force and effect.

SUPPLEMENT A

CLAIMS AND REVIEW PROCEDURES

Section  A-1 Procedures Governing the Filing of Benefit Claims . All Benefit Claims must be filed on the appropriate claim forms available from the Committee or in accordance with the procedures established by the Committee for claim purposes. The term “Benefit Claim” means a request for a Plan benefit or benefits, made by a Claimant or by an authorized representative of a Claimant, that complies with the Plan’s procedures for making benefit claims. The term “Claimant” means a Participant, a Surviving Spouse of a Participant, a Beneficiary, or an Alternate Payee, who is claiming entitlement to the payment of any benefit payable under the Plan.

Section  A-2 Notification of Benefit Determinations . The Committee will notify a Claimant, in accordance with Section A-3, of the Plan’s benefit determination within a reasonable period of time after receipt of a Benefit Claim, but not later than 90 days (45 days in the case of a Disability Claim) after receipt of the Benefit Claim by the Plan.

If special circumstances require an extension of time for processing the Benefit Claim, the Committee will notify the Claimant of the extension prior to the termination of the initial period described above. The notice will indicate the special circumstances requiring the extension of time and the date by which the Plan expects to make the benefit determination. In no event will the extension exceed a period of 90 days from the end of the initial period.

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In the case of a Disability Claim, the extension period will not exceed 30 days, unless prior to the end of first 30-day extension period, the Committee determines that, due to matters beyond its control, a decision cannot be rendered within the extension period, in which case the period for making the determination may be extended for an additional 30 days. Every Disability Claim notice will specifically explain the standards on which entitlement to a benefit is based, the unresolved issues that prevent a decision on the claim, the additional information needed to resolve those issues and the Claimant’s right to provide the specified information within 45 days. If the extension is in effect due to the Claimant’s failure to submit information necessary to decide a Disability Claim, the period for making the benefit determination will be tolled from the date on which the notice of the extension is sent to the Claimant until the date on which the Claimant responds to the request for information. The term “Disability Claim” means a request for a Plan benefit made by a Claimant due to the purported Total and Permanent Disability of a Plan Participant.

Section  A-3 Manner And Content of Notification of Benefit Determinations . All notices given by the Committee will be given to a Claimant, or to his authorized representative, in a manner that satisfies the standards of 29 CFR 2520.104b-1(b) as appropriate with respect to the particular material required to be furnished or made available to that individual. The Committee may provide a Claimant with either a written or an electronic notice of the Plan’s benefit determination. Any electronic notification will comply with the standards imposed by 29 CFR 2520.104b-1(c)(1)(i), (ii), (iii) and (iv). In the case of an Adverse Benefit Determination, the notice will set forth, in a manner calculated to be understood by the Claimant:

The term “Adverse Benefit Determination” means a denial, reduction, or termination of, or a failure to provide or make payment (in whole or in part) for, any benefit payable under the Plan.

Section  A-4 Appeal of Adverse Benefit Determinations . A Claimant who receives an Adverse Benefit Determination and desires a review of that determination must file, or his authorized representative must file on his behalf, a written request for a review of the Adverse Benefit Determination, not later than 60 days 180 days for a Disability Claim after receiving the determination.

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The written request for a review must be filed with the Committee. Upon receiving the written request for review, the Committee will advise the Claimant, or his authorized representative, in writing that:

Section  A-5 Benefit Determination on Review . All appeals by a Claimant of an Adverse Benefit Determination will receive a full and fair review by an appropriate named fiduciary of the Plan. In the case of a Disability Claim, the named fiduciary will not be: (i) the party who made the Adverse Benefit Determination that is the subject of the appeal, nor (ii) the subordinate of that party. In performing this review for a Disability Claim, the named fiduciary will take into account all comments, documents, records, and other information submitted by the Claimant (or the Claimant’s authorized representative) relating to the claim, without regard to whether the information was submitted or considered in the initial benefit determination, and will not afford deference to the initial Adverse Benefit Determination. For a Disability Claim, the named fiduciary will consult with a healthcare professional who has appropriate training and experience in the field of medicine involved in the medical judgment and who was not consulted in connection with the Adverse Benefit Determination and who is not the subordinate of such an individual if the named fiduciary believes that such a consultation is necessary to properly complete the review process.

Section  A-6 Notification of Benefit Determination on Review . The Committee will notify a Claimant, in accordance with Section A-7, of the Plan’s benefit determination on review within a reasonable period of time, but not later than 60 days (45 days in the case of a Disability Claim) after the Plan’s receipt of the Claimant’s request for review of an Adverse Benefit Determination. If, however, special circumstances require an extension of time for processing the review by the named fiduciary, the Claimant will be notified, prior to the termination of the initial 60-day (or 45 day) period, of the special circumstances requiring the extension and the date by which the Plan expects to render the Plan’s benefit determination on review, which will not be later than 120 days (90 days in the case of a Disability Claim) after receipt of a request for review. Provided, however, in the case of a Plan with a Committee or other group designated as the appropriate named fiduciary that holds regularly scheduled meetings at least quarterly, the time limit of this Section will be modified in accordance with 29 CFR 2560.503-1(i)(1)(ii) or 29 CFR 2560.503-1(i)(3)(ii), whichever is applicable.

If the extension period is in effect for a Disability Claim but the extension is due to the Claimant’s failure to submit information necessary to decide a claim, the period for making the benefit determination on review will be tolled from the date on which notification of the extension is sent to the Claimant until the date on which the Claimant responds to the request for additional information.

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Section  A-7 Manner and Content of Notification of Benefit Determination on Review . The Committee will provide a Claimant with notification of its benefit determination on review in a method described in Section A-3.

In the case of an Adverse Benefit Determination on review, the notification must set forth, in a manner calculated to be understood by the Claimant:

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FIRST AMENDMENT TO THE HORIZON BANCORP

2005 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

(Effective as of January 1, 2005)

WHEREAS, Horizon Bancorp (the “Company”) maintains the Horizon Bancorp 2005 Supplemental Executive Retirement Plan (Effective as of January 1, 2005) (the “Plan”) for the benefit of certain eligible employees of the Company, Horizon Bancorp, N.A. and any other affiliated company that adopts the Plan; and

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that the Plan should be amended to comply with the final regulations promulgated under Internal Revenue Code Section 409A; and

WHEREAS, pursuant to the authority contained in Section 8.1 of the Plan, the Company has reserved the right to amend the Plan by action of the Board;

NOW, THEREFORE, pursuant to the powers reserved to the Board under Section 8.1 of the Plan, and delegated to the undersigned individuals, the Plan is hereby amended, effective as of January 1, 2008, by replacing Section 4.7 of the Plan in its entirety with the following:

“ Section  4.7 Acceleration of Time of Payment . Except as provided in Section 4.6 or this Section, the time or schedule of payment of a Participant’s Account provided in Sections 4.1 through 4.5 may not be accelerated. The time and schedule of payment of a Participant’s Account may be accelerated in accordance with Treas. Reg. § 1.409A-3(j)(4).”

IN WITNESS WHEREOF, the undersigned officers of the Company have caused this First Amendment to be executed this 25th day of September, 2008, but effective as of January 1, 2008.

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SECOND AMENDMENT TO THE HORIZON BANCORP

2005 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

(Effective as of January 1, 2005)

WHEREAS, Horizon Bancorp (the “Company”) maintains the Horizon Bancorp 2005 Supplemental Executive Retirement Plan (Effective as of January 1, 2005) (the “Plan”) for the benefit of certain eligible employees of the Company, Horizon Bank, N.A. and any other affiliated company that adopts the Plan; and

WHEREAS, pursuant to the authority contained in Section 8.1 of the Plan, the Company has reserved the right to amend the Plan by action of the Board; and

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that the Plan should be amended to (a) clarify that the assets of a grantor trust used for the Plan may be invested in common stock of the Company (“Company Stock”); (b) reflect that certain participants in the SERP are not permitted to receive matching contributions as a result of the Company’s participation in the United States Treasury’s TARP Capital Purchase Program; and (c) allow for the deferral of designated awards of restricted stock under the Horizon Bancorp 2003 Omnibus Equity Incentive Plan into the Plan upon vesting of the restricted stock; and

WHEREAS, allowing participants’ accounts in the Plan to be invested in Company Stock will more closely align participants’ interests with the Company’s shareholders; and

WHEREAS, pursuant to the authority contained in Section 8.1 of the Plan, the Company has reserved the right to amend the Plan by action of the Board;

NOW, THEREFORE, pursuant to the powers reserved to the Board under Section 8.1 of the Plan, and delegated to the undersigned individuals, the Plan is hereby amended, effective as of January 1, 2010, in the following particulars:

1.    By removing the term “Matching Contribution” from the table of definitions in Section 1.6.

2.    By alphabetically adding the following terms to the table of definitions in Section 1.6.

3.    By replacing subsection 3.3(a) in its entirety to read as follows:

4.    By adding a new subsection 3.3(e) to read as follows:

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In lieu of Company Matching Contributions to Executives, the Company will award shares of restricted stock (‘Restricted Stock’) under the Horizon Bancorp 2003 Omnibus Equity Incentive Plan (the ‘Omnibus Plan’) in an amount equal in value to the Company Matching Contributions the Executives would have received but for the TARP Rules. All awards of Restricted Stock in lieu of Company Matching Contributions will be made in accordance with the TARP Rules. When an award of Restricted Stock becomes vested pursuant to the terms of the award agreement between the Executive and the Company, the underlying shares of common stock of the Company (‘Company Stock’) will automatically be deferred into the Executives’ Accounts and will be subject to the terms of the Plan.”

5.    By adding a new subsection 3.4(c) to read as follows:

6.    By adding a new Section 4.8 to read as follows:

“ Section  4.8 Legend on Certificates . The Committee, in its sole discretion, may require the placement of a legend on certificates to give appropriate notice of such restrictions. For example, the Committee may determine that some certificates will bear the following legend:

THE SALE, PLEDGE OR OTHER TRANSFER OF THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE, WHETHER VOLUNTARY, INVOLUNTARY OR BY OPERATION OF LAW, IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER UNDER FEDERAL AND STATE SECURITIES LAWS.”

7.    By adding the following sentence to the end of Section 7.2:

“To the extent permitted by a trust established pursuant to this Section, the assets of the trust may be invested in Company Stock.”

8.    By deleting Section 7.3 in its entirety.

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IN WITNESS WHEREOF, the undersigned officers of the Company have caused this Second Amendment to be executed this 15th day of December, 2009, but effective as of January 1, 2010.

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THIRD AMENDMENT TO THE HORIZON BANCORP

2005 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

T HIS T HIRD A MENDMENT TO THE H ORIZON B ANCORP 2005 S UPPLEMENTAL E XECUTIVE R ETIREMENT P LAN (this “ Third Amendment ”) is adopted effective as of the 19th day of December, 2017, by Horizon Bancorp (the “ Company ”), an Indiana corporation.

W HEREAS , the Company maintains the Horizon Bancorp 2005 Supplemental Executive Retirement Plan (the “ Plan ”) for the benefit of certain eligible employees of the Company, Horizon Bank, and its other affiliated companies; and

W HEREAS , pursuant to the authority contained in Section  8.1 of the Plan, the Company has reserved the right to amend the Plan by action of the Board of Directors of the Company (the “ Board ”); and

W HEREAS , the Board has determined that the Plan should be amended to clarify that distributions made to Participants (as defined in Section  2.2 of the Plan) may be made in cash or common stock of the Company (“ Common Stock ”), at the discretion of the Company.

N OW , T HEREFORE , pursuant to the powers reserved to the Board under Section  8.1 of the Plan, the Plan is hereby amended as follows:

Section  4.2 of the Plan is hereby deleted in its entirety and replaced with the following:

“ Section  4.2 Method of Payment . Except as provided in Sections 4.5 through 4.7, the balance of a Participant’s vested Account will be distributed in cash, Common Stock, or a combination of both, at the discretion of the Company, in one of the following methods elected by the Participant:

A single lump sum payment;

Annual installment payments over a period of 3 to 12 years; or

A combination of the methods specified in subsections (a) and (b). ”

Except as herein expressly amended, all of the other terms and conditions of the Plan shall remain in full force and effect and enforceable against the parties thereto in accordance with its terms.

This Third Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Third Amendment shall become effective as of the date first above written. Signatures to this Third Amendment transmitted by electronic means shall be valid and effective to bind the party so signing, it being expressly agreed that each party to this Third Amendment shall be bound by its own electronically transmitted signature and shall accept the electronically transmitted signature of the other parties.

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This Third Amendment shall be governed by and construed in accordance with the laws of the State of Indiana, without regard to the conflicts of law rules of such state.

IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be duly executed by their respective authorized officers as of the day and year first above written.

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Exhibit 4.2

HORIZON BANCORP

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Amended and Restated as of January 1, 1997

HORIZON BANCORP SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

TABLE OF CONTENTS

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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 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.

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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 .

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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.

3.2 Excess Matching Contributions .

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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).

3.4 Allocation of Adjustments .

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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.

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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 .

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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.

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

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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.

ARTICLE VI

PLAN ADMINISTRATION

6.1 Company .

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6.2 Benefits Committee .

6.3 Claims Procedure .

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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

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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.

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.

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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, 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.

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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.

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FIFTH AMENDMENT

TO

HORIZON BANCORP

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

(As Amended and Restated Effective January 1, 1997)

WHEREAS, Horizon Bancorp (the “Company”) maintains the Horizon Bancorp Supplemental Executive Retirement Plan (As Amended and Restated Effective January 1, 1997) (the “Plan”); and

WHEREAS, pursuant to Section 7.1 of the Plan, the Board of Directors of the Company (the “Board”) has reserved the right to amend the Plan;

WHEREAS, the Board has determined to amend the Plan to clarify that the assets of a grantor trust used for the Plan may be invested in common stock of the Company; and

WHEREAS, allowing participants’ accounts in the Plan to be invested in Company Stock will more closely align participants’ interests with the Company’s shareholders; and

WHEREAS, the Board has authorized such amendment to the Plan as set forth below;

NOW, THEREFORE, pursuant to Section 7.1 of the Plan, the Company hereby amends the Plan, effective as January 1, 2010, by adding the following sentence to the end of Section 4.2:

“To the extent permitted by a trust established pursuant to this Section, the assets of the trust may be invested in common stock of the Company.”

IN WITNESS WHEREOF, the undersigned officers of the Company have caused this Fifth Amendment to be executed this 15th day of December, 2009, but effective as of January 1, 2010.

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H ORIZON B ANCORP

Sixth Amendment

to

Horizon Bancorp

Supplemental Executive Retirement Plan

(As Amended and Restated Effective January 1, 1997)

W HEREAS , Horizon Bancorp (the “ Company ”) maintains the Horizon Bancorp Supplemental Executive Retirement Plan (as Amended and Restated effective January 1, 1997) (the “ Plan ”);

W HEREAS , pursuant to Section 7.1 of the Plan, the Board of Directors of the Company (the “ Board ”) has reserved the right to amend the Plan;

W HEREAS , the Board has determined to amend the Plan to clarify that the assets of a grantor trust used for the Plan may be distributed in common stock of the Company; and

W HEREAS , the Board has authorized such amendment to the Plan as set forth below;

N OW , T HEREFORE , pursuant to Section 7.1 of the Plan, the Company hereby amends the Plan, effective December 19, 2017, by deleting Section 5.4 in its entirety and replacing it with the following:

“ Section  5.4 Method of Payment . Benefits shall be distributed in cash, Common Stock, or a combination of both, at the discretion of the Company, with cash to 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.”

I N W ITNESS W HEREOF , the undersigned officers of the Company have caused this Sixth Amendment to be executed this 19th day of December, 2017.

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