HORIZON BANCORP /IN/ (Form: S-8, Received: 12/28/2017 16:21:30)

Large Accelerated Filer

Accelerated Filer

Non-Accelerated filer

☐ (Do not check if a smaller reporting company)

Smaller Reporting Company

Emerging Growth Company

As filed with the Securities and Exchange Commission on December 28, 2017

Registration Statement No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

HORIZON BANCORP

(Exact Name of Registrant as Specified in Its Charter)

Indiana

35-1562417

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification Number)

515 Franklin Street

Michigan City, Indiana 46360

(Address of Principal Executive Offices)

HORIZON BANCORP

AMENDED AND RESTATED

2005 DIRECTORS’ DEFERRED COMPENSATION PLAN

(Full Title of the Plans)


		*Copy to:*

Todd Etzler		Curt W. Hidde
VP, General Counsel		Barnes & Thornburg LLP
Horizon Bank		11 South Meridian Street
515 Franklin Street		Indianapolis, IN 46204
Michigan City, Indiana 46360 (219) 873-2639		(317) 236-1313
(Name, address and telephone number, including area code, of Agent for Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE



Title of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share (2)	Proposed Maximum Aggregate Offering Price (2)	Amount of Registration Fee
Common Stock, no par value	50,000 (3)	$27.93	$1,396,500	$174
Deferred Compensation Obligations (4)	$2,600,000	N/A	$2,600,000	$324 (5)

(1)

In accordance with Rule 416 of the Securities Act of 1933, as amended (the “ Securities Act ”), this Registration Statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends, or similar transactions.

(2)	Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act, on the basis of the average of the high and low price of the common stock as reported on the NASDAQ Global Select Market on December 26, 2017.

(3)

Represents shares available for issuance under the Horizon Bancorp Amended and Restated 2005 Directors’ Deferred Compensation Plan and the 1998 Horizon Bancorp Directors’ Deferred Compensation Plan (collectively, the “ Directors’ Deferred Compensation Plans ” or the “ Plans ”). As more fully set forth in the Explanatory Note below, the shares being registered under the Directors’ Deferred Compensation Plans represent shares that may be purchased on the open market for subsequent issuance under the Plans.

(4)	The deferred obligations are unsecured obligations of Horizon Bancorp to pay deferred compensation in the future pursuant to the terms of the Directors’ Deferred Compensation Plans.

(5)	Estimated in accordance with Rule 457(h) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee and based on an estimate of the amount of compensation participants may defer under the Plans.

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed by registrant, Horizon Bancorp (the “ Registrant ”), for the purpose of registering 50,000 shares of the common stock, no par value (“ Common Stock ”), of Registrant and for registering $2,600,000 of Registrant’s unsecured obligations to pay deferred compensation in the future, each pursuant to the Horizon Bancorp Amended and Restated 2005 Directors’ Deferred Compensation Plan and the 1998 Horizon Bancorp Directors’ Deferred Compensation Plan (collectively, the “ Directors’ Deferred Compensation Plans ” or the “ Plans ”). All shares of Common Stock registered hereunder in connection with the Directors’ Deferred Compensation Plans are not newly issued shares of Registrant’s Common Stock but, rather, represent shares that may be purchased in the open market by the rabbi trustee for the Directors’ Deferred Compensation Plans and issued to participants pursuant to the terms of such Plans. The Registrant also has the option of issuing shares of Common Stock under the Directors’ Deferred Compensation Plans from its Amended and Restated 2013 Omnibus Equity Incentive Plan, and any such shares of Common Stock issued under that plan are covered by a separate Form S-8 registration statement.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The document(s) containing information specified by Part I of this Registration Statement will be sent or given to participants in the Directors’ Deferred Compensation Plans, as specified in Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the “ Commission ”) under the Securities Act of 1933, as amended (the “ Securities Act ”). Such document(s) are not being filed with the Commission but constitute (along with the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II hereof), a prospectus that meets the requirements of Section 10(a) of the Securities Act.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.

Incorporation of Documents by Reference.

The following documents of the Registrant filed with the Commission are hereby incorporated by reference in this Registration Statement:

(a) Annual Report on Form 10-K filed with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), for the Registrant’s fiscal year ended December 31, 2016.

(b) All other reports filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Form 10-K referred to above.

(c) The description of the Registrant’s Common Stock found under the caption “ Description of Common Stock ” in the Registrant’s Registration Statement on Form S-3 filed under the Securities Act with the Commission on January 14, 2015.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is incorporated or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4.

Description of Securities.

This Registration Statement covers deferred compensation obligations that may be offered under the Directors’ Deferred Compensation Plans. The deferred compensation obligations issuable under the Directors’ Deferred Compensation Plans represent obligations of the Registrant to pay to participants certain compensation amounts the participants have elected to defer. Payments of deferred fees are made to participants or their beneficiaries in a lump sum or annual installments upon death or disability of the participants or as designated by participants.

Subject to the terms and conditions set forth in the Directors’ Deferred Compensation Plans, each participating director may elect to defer eligible compensation, and amounts deferred are credited to each participant’s account. 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.

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The Registrant has established a rabbi trust to hold assets contributed under the Directors’ Deferred Compensation Plans. However, such rabbi trust assets remain general assets of the Registrant subject to the claims of creditors, and rank pari passu with other unsecured and unsubordinated indebtedness of the Registrant from time to time outstanding. Participants will not have any interest in any particular assets of the Registrant by reason of any obligation created under the Directors’ Deferred Compensation Plans.

The Registrant reserves the right to amend or terminate the Directors’ Deferred Compensation Plans, except that no amendment or termination may reduce the vested account balances of any participant in the Directors’ Deferred Compensation Plans accrued as of the date of such amendment or termination.

The summary and description above does not purport to be complete and should be read in conjunction with, and is qualified in its entirety by reference to, the Directors’ Deferred Compensation Plans, copies of which are filed as Exhibits 4.1 and 4.2 to this Registration Statement.

Item 5.

Interests of Named Experts and Counsel.

Not applicable.

Item 6.

Indemnification of Directors and Officers.

The Registrant is an Indiana corporation. The Registrant’s officers, directors and employees are entitled to be indemnified under Indiana law and the Registrant’s Amended and Restated Articles of Incorporation (the “ Articles of Incorporation ”) and Amended and Restated Bylaws (the “ Bylaws ”) against certain liabilities and expenses. Chapter 37 of The Indiana Business Corporation Law (the “ IBCL ”) requires a corporation, unless its articles of incorporation provide otherwise, to indemnify a director or an officer of the corporation who is wholly successful, on the merits or otherwise, in the defense of any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal, against reasonable expenses, including counsel fees, incurred in connection with the proceeding. The IBCL also permits a corporation to indemnify a director, officer, employee or agent who is made a party to a proceeding because the person was a director, officer, employee or agent of the corporation against liability incurred in the proceeding if: (i) the individual’s conduct was in good faith; and (ii) the individual reasonably believed (A) in the case of conduct in the individual’s official capacity with the corporation, that the conduct was in the corporation’s best interests and (B) in all other cases, that the individual’s conduct was at least not opposed to the corporation’s best interests; and (iii) in the case of a criminal proceeding, the individual either (A) had reasonable cause to believe the individual’s conduct was lawful or (B) had no reasonable cause to believe the individual’s conduct was unlawful. The IBCL permits a corporation to pay for or reimburse reasonable expenses incurred before the final disposition of a proceeding and permits a court of competent jurisdiction to order a corporation to indemnify a director or officer if the court determines that the person is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the person met the standards for indemnification otherwise provided in the IBCL.

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The Registrant’s Articles of Incorporation provide for mandatory indemnification of officers and directors if they are wholly successful on the merits of a proceeding and satisfy the standards of conduct specified by the IBCL set forth in the preceding paragraph. The Articles of Incorporation also provide that any director or officer of the Registrant or any person who is serving at the request of the Registrant as a director or officer of another entity shall be indemnified and held harmless by the Registrant to the same extent as the Registrant’s directors or officers. In any proceeding, an officer or director is entitled to be indemnified against all liabilities and expenses related to the proceeding including attorneys’ fees, judgments, fines, penalties and amounts paid or to be paid in settlement. The Registrant’s Articles of Incorporation also provide such persons with certain rights to be paid or reimbursed for expenses incurred in defending any such proceeding in advance of the final disposition of the proceeding.

The Articles of Incorporation also authorize the Registrant to maintain insurance to protect itself and any director, officer, employee or agent of the Registrant against expense, liability or loss, whether or not the Registrant would have the power to indemnify such person against such expense, liability or loss under the IBCL. The Registrant currently maintains such insurance.

Item 7.

Exemption from Registration Claimed.

Not applicable.

Item 8.

Exhibits.


Exhibit No.		Description

4.1		Horizon Bancorp Amended and Restated 2005 Directors’ Deferred Compensation Plan.

4.2		1998 Horizon Bancorp Directors’ Deferred Compensation Plan

5		Opinion of Barnes & Thornburg LLP, regarding legality of securities being offered, including consent.

23		Consent of BKD, LLP.

Item 9.

Undertakings.

(a)

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933.

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent

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post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “ Calculation of Registration Fee ” table in the effective registration statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that the undertakings set forth in paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for

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indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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EXHIBIT INDEX


Exhibit No.		Description

4.1		Horizon Bancorp Amended and Restated 2005 Directors’ Deferred Compensation Plan.

4.2		1998 Horizon Bancorp Directors’ Deferred Compensation Plan

5		Opinion of Barnes & Thornburg LLP, regarding legality of securities being offered, including consent.

23		Consent of BKD, LLP.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Michigan City, Indiana, on this 28 ^th day of December, 2017.


HORIZON BANCORP

By		/s/ Craig M. Dwight
		Craig M. Dwight
		Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the dates indicated.


Date				Signature and Title

December 28, 2017				/s/ Craig M. Dwight Craig M. Dwight, Chairman, Chief Executive Officer and Director

December 28, 2017				/s/ Mark E. Secor Mark E. Secor, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

December 28, 2017				/s/ Susan D. Aaron Susan D. Aaron, Director

December 28, 2017				/s/ Eric P. Blackhurst Eric P. Blackhurst, Director

December 28, 2017				/s/ Lawrence E. Burnell Lawrence E. Burnell, Director

December 28, 2017				/s/ James B. Dworkin James B. Dworkin, Director

December 28, 2017				/s/ Daniel F. Hopp Daniel F. Hopp, Director

December 28, 2017				/s/ Michele M. Magnuson Michele M. Magnuson, Director

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Date				Signature and Title

December 28, 2017				/s/ Larry N. Middleton Larry N. Middleton, Director

December 28, 2017				/s/ Peter L. Pairitz Peter L. Pairitz, Director

December 28, 2017				/s/ Steven W. Reed Steven W. Reed, Director

December 28, 2017				/s/ Robert E. Swinehart Robert E. Swinehart, Director

December 28, 2017				/s/ Spero W. Valavanis Spero W. Valavanis, Director

December 28, 2017				/s/ Maurice F. Winkler III Maurice F. Winkler III, Director

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EXHIBIT 4.1

HORIZON BANCORP

AMENDED AND RESTATED

2005 DIRECTORS’ DEFERRED COMPENSATION PLAN

(Effective as of December 19, 2017)

HORIZON BANCORP

AMENDED AND RESTATED

2005 DIRECTORS’ DEFERRED COMPENSATION PLAN

TABLE OF CONTENTS


		PAGE
ARTICLE I INTRODUCTION			1

Section 1.1	Purpose		1
Section 1.2	Effective Date; Plan Year		1
Section 1.3	Administration		1
Section 1.4	Affiliates		1
Section 1.5	Supplements		1
Section 1.6	Definitions		2

ARTICLE II ELIGIBILITY AND PARTICIPATION			2

Section 2.1	Eligibility		2
Section 2.2	Deferral Election Form		2

ARTICLE III CONTRIBUTIONS AND ALLOCATIONS			2

Section 3.1	Participant Deferral Contributions		2
Section 3.2	Deferral Elections		2
Section 3.3	Plan Account		4
Section 3.4	Investment Credits		4
Section 3.5	Account Allocations		4

ARTICLE IV BENEFIT PAYMENTS			4

Section 4.1	Time of Payment of Benefits		4
Section 4.2	Method of Payment		5
Section 4.3	Method of Payment Elections		5
Section 4.4	Vesting		6
Section 4.5	Disability or Death		6
Section 4.6	Unforeseeable Emergency		7
Section 4.7	Acceleration of Time of Payment		7

ARTICLE V PLAN ADMINISTRATION			7

Section 5.1	Appointment of the Committee		7


Section 5.2	Powers and Responsibilities of the Committee	7
Section 5.3	Liabilities	8

ARTICLE VI BENEFIT CLAIMS		8

ARTICLE VII FUNDING AND TRANSFERS		8

Section 7.1	Unfunded Status	8
Section 7.2	Trust	9

ARTICLE VIII AMENDMENT AND TERMINATION OF THE PLAN		9

Section 8.1	Amendment of the Plan	9
Section 8.2	Termination of the Plan	9

ARTICLE IX PARTICIPATION BY AFFILIATES		9

Section 9.1	Affiliate Participation	9
Section 9.2	Horizon Bancorp Action Binding on Other Employers	9

ARTICLE X MISCELLANEOUS		10

Section 10.1	Governing Law	10
Section 10.2	Headings and Gender	10
Section 10.3	Withholding of Taxes	10
Section 10.4	Spendthrift Clause	10
Section 10.5	Counterparts	10
Section 10.6	No Enlargement of Rights	10
Section 10.7	Limitations on Liability	10
Section 10.8	Incapacity of Participant or Beneficiary	10
Section 10.9	Evidence	11
Section 10.10	Action by Company	11
Section 10.11	Severability	11
Section 10.12	Information to be Furnished by a Participant	11
Section 10.13	Binding on Successors	11

ARTICLE I

INTRODUCTION

Section 1.1 Purpose . The purpose of this Amended and Restated Horizon Bancorp 2005 Directors’ Deferred Compensation Plan (the “ Plan ”) is to permit non-employee members of the Board of Directors (the “ Board ”) of Horizon Bancorp (the “ Company ”) and of the board of directors of the Company’s Affiliates, to elect to defer all or a portion of the fees payable to them for their services as board members. It is the intention of the Company that the Plan constitute a deferred compensation arrangement that complies with Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”). 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 of the Board (the “ Committee ”). 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.

Section 1.6 Definitions . The following terms are defined in the Plan in the following Sections:


Term	Plan Section
Acceleration Event		4.8
Account		3.3
Affiliate		1.4
Bank		2.1
Board		1.1
Code		1.1
Committee		1.3
Company		1.1
Director		2.1
Disabled		4.5	(b)
Effective Date		3.1
Fees		2.1
Participant		2.2
Participant Deferral Contributions		2.1
Plan		1.1
Plan Year		1.2
Separation from Service		4.1	(b)
Trust		7.2
Unforeseeable Emergency		3.2	(e)

ARTICLE II

ELIGIBILITY AND PARTICIPATION

Section 2.1 Eligibility . Any duly elected and serving non-employee member of the Board or of the board of directors of Horizon Bank (“ Bank ”) or another Affiliate that has adopted the Plan under Article IX (“ Director ”) is eligible to become a Participant in the Plan as of the later of the Effective Date or the date the individual becomes a Director.

Section 2.2 Deferral Election Form. A Director will become a “Participant” by completing a deferral election form pursuant to Article III. A Participant will cease to be an active Participant effective as of the earlier of the date the Plan is terminated or the date the Participant is no longer serving as a Director, so that he or she will not be entitled to make deferrals under Article III on or after that date.

ARTICLE III

CONTRIBUTIONS AND ALLOCATIONS

Section 3.1 Participant Deferral Contributions . Subject to the terms and limitations of this Article III, a Participant may elect, pursuant to Section 3.2, to have all or a portion of his Fees payable in any Plan Year withheld by the Company and credited as a “Participant 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. The term “ Fees ,” for purposes of the Plan, means the fees payable by the Company or an Affiliate to the Participant for the Participant’s services as a Director, including retainer fees for attendance at regularly scheduled meetings, special meetings called from time to time, and fees for attendance at any and all meetings of committees of the applicable board of directors.

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

(a)

Requirement for Deferral Elections . As a condition to the Company’s or an Affiliate’s obligation to withhold and the Committee’s obligation to credit Participant Deferral Contributions for the benefit of a Participant pursuant to Section 3.1, the Participant must complete and file a deferral election form with the Committee (in a format prescribed by the Committee).

(b)

Timing of Execution and Delivery of Elections . To be effective to defer any portion of a Participant’s Fees, a deferral election form must be filed with the Committee on or prior to the last day of the calendar year preceding the Plan Year in which the services giving rise to the Fees are performed. For example, to defer Fees payable with respect to services performed during the 2007 Plan Year, an election must be filed on or before December 31, 2006.

(c)

Initial Eligibility . In the case of the first Plan Year in which an individual becomes a Director, the deferral election form may be filed at any time within 30 days of the date the individual becomes a Director (rather than the date specified under subsection (b)). This initial election will only apply to Fees paid for services performed after the filing of the deferral election form. This special initial eligibility election rule will not apply if the Director is or has been a participant in a deferred compensation arrangement required to be aggregated with this Plan under the rules of Code Section 409A.

(d)

Change of Deferral Elections . Subject to the provisions of subsection 3.2(e), once made, a deferral election will remain in effect for a Plan Year, unless and until the election is revoked or a new election filed. The revocation or new election must be filed in accordance with the requirements of subsection 3.2(b). No deferral election may be changed for Fees payable for a Plan Year after the last day of the election period described in subsection 3.2(b). For example, any election in place for 2007 Fees may not be changed after December 31, 2006.

(e)

Unforeseeable Emergency . The Committee, in its sole discretion, may cancel a Participant’s election to defer Fees if the Committee determines the Participant has suffered an “Unforeseeable Emergency”. The cancellation will apply to the period after the Committee’s determination. 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. An “ Unforeseeable Emergency ” is a severe financial hardship of the Participant or beneficiary resulting from an illness or accident of the Participant or beneficiary, the Participant’s or beneficiary’s spouse, or the Participant’s or beneficiary’s dependent (as defined in Code Section 152(a)); loss of the Participant’s or beneficiary’s property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example, not as a result of a natural disaster); imminent foreclosure of or eviction from the Participant’s primary residence; the need to pay for medical expenses, including non-refundable deductibles, as well as for the costs of prescription drug medication; the need to pay for the funeral expenses of a spouse or a dependent (as defined in Code Section 152(a)) or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant or beneficiary.

Section 3.3 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 3.5.

Section 3.4 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 methods used by the Company pursuant to Section 7.2. However, if no such method is used, earnings and losses on a 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 3.5 Account Allocations . As of each accounting date, each Participant’s Account will be:

(i)

Increased by the amount credited to the Account under Section 3.1 since the last accounting;

(ii)

Increased or decreased by the amount determined under Section 3.4 since the last accounting; and

(iii)

Decreased by any payment made under Article IV.

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.

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 Account balance (as determined under Article III) within 90 days following the date specified for payment or the commencement of payment effectively elected by the Participant, as provided in this Section.

(a)

Timing of Execution and Delivery of Election . A Participant may elect the date his Account balance will be paid or will begin to be paid by completing and filing with the Committee a payment election form approved by the Committee. The specified date must be a date at least two years from the beginning of the Plan

Year for which the first deferral under the Plan is made. To be effective, the election under this Section must be filed with the Committee no later than the later of: (i) the time the Participant first makes a deferral election under this Plan (or under any other plan required to be aggregated with this Plan pursuant to the requirements of Code Section 409A); or (ii) December 31, 2006. In lieu of specifying a date certain, a Participant may elect to have payment made or commenced within a specified period of time following the date the Participant experiences a Separation from Service (as defined in subsection 4.1(b). If no date is specified, payment will be made or commenced within 90 days following the Participant’s Separation from Service.

(b)

Separation from Service . “ Separation from Service ” means the date on which the Participant dies, retires or otherwise ceases to be a Director.

(c)

Change of Payment Election . An election as to the date payment will be made or commenced may be changed by a Participant by filing a new payment election form with the Committee; provided , however , that: (i) the new election will not take effect until at least 12 months after the date the new election is filed, (ii) the single lump sum payment or the commencement of installment payments will be delayed for a period of not less than five years from the date the payment or first payment would otherwise have been made, and (iii) the new election is filed with the Committee at least 12 months prior to the date of the first scheduled payment under the Plan.

Section 4.2 Method of Payment . Except as provided in Sections 4.5 through 4.7, the balance of a Participant’s Account will be distributed in cash (or in the discretion of the Committee, in shares of Company common stock) in:

(a)

A single lump sum payment;

(b)

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

(c)

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

Section 4.3 Method of Payment Elections .

(a)

Initial Election . A Participant may elect the manner in which his Account balance will be paid to him under Section 4.2 in accordance with the terms and conditions of this Section. To make an election, a Participant must file an election with the Committee (on a form or forms prescribed by the Committee). To be effective, the election under this Section must be filed with the Committee no later than the later of: (i) the time the Participant first makes a deferral election under the Plan; or (ii) December 31, 2006. If no election is made or if the election is not timely or properly made, distribution will be made in the form of three substantially equal annual installments.

(b)

Change of Method of Payment Election . An election as to the manner of payment may not be changed after the payment has been made or payments have commenced. Prior to that time, a Participant may change his election by filing a new election form with the Committee; provided , however , that: (i) the new election will not take effect until at least 12 months after the date the new election is filed; (ii) the single lump sum payment or the commencement of installment payments with respect to which such election is made must be deferred for a period of not less than five years from the date such payment would otherwise have been made; and (iii) the new election is filed at least 12 months prior to the date of the first scheduled payment under the Plan.

(c)

Installments . If installment distributions are elected, the initial annual installment amount will be the Account balance otherwise payable in a single sum multiplied by a fraction, the numerator of which is one and the denominator of which is the total number of installment distributions. Subsequent annual installments will also be a fraction of the unpaid Account balance, the numerator of which is always one but the denominator of which is the denominator used in calculating the previous installment minus one. For example, if five annual installment payments are elected, the initial installment will be one-fifth of the vested single sum Account balance, the second installment will be one-fourth of the remaining Account balance and the third installment will be one-third of the remaining Account balance, and so on.

Section 4.4 Vesting . A Participant will be fully “vested” in his Account balance at all times.

Section 4.5 Disability or Death . In the event a Participant experiences a Separation 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.

(a)

Beneficiary Designations . A Participant may designate a beneficiary or beneficiaries to receive any amount payable under this Section as a result of his death. A Participant may change his designation of beneficiaries at any time by filing with the Committee a written notice of the change on a form approved by the Committee. Each beneficiary designation filed with the Committee will cancel all previously filed beneficiary designations. If no designation is in effect on the Participant’s death, or if the designated beneficiary does not survive the Participant, his beneficiary will be his surviving Spouse, if any, and then his estate.

(b)

Disability . A Participant is “ Disabled ” for purposes of the Plan if the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. The Committee will be the sole and final judge of whether a Participant is Disabled for purposes of this Plan, after consideration of any evidence it may require, including the reports of any physician or physicians it may designate.

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 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:

(a)

The emergency must not be able to be relieved through reimbursement or compensation from insurance or otherwise, by liquidation of the Participant’s assets, to the extent liquidation of such assets would not cause severe financial hardship, or by cessation of deferrals under this Plan.

(b)

The amount of the distribution must be limited to the amount reasonably necessary to satisfy the emergency need (which may include amounts necessary to pay any Federal, state, or local income taxes or penalties reasonably anticipated to result from the distribution) and must take into account any additional compensation available due to cancellation of a deferral election under subsection 3.2(e).

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 or schedule of payment of a Participant’s Account may be accelerated in accordance with Treas. Reg. § 1.409A-3(j)(4).

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 .

(a)

Committee Powers . The Committee will have all powers necessary to administer the Plan, including the power to construe and interpret the Plan documents; to decide all questions relating to an individual’s eligibility to participate in the Plan; to determine the amount, manner and timing of any distribution of benefits or withdrawal under the Plan; to resolve any claim for benefits in accordance with Article VI, and to appoint or employ advisors, including legal counsel, to render advice with respect to any of the Committee’s responsibilities under the Plan. Any construction, interpretation, or application of the Plan by the Committee will be final, conclusive and binding.

(b)

Records and Reports . The Committee will be responsible for maintaining sufficient records to determine each Participant’s eligibility to participate in the Plan, and for purposes of determining the amount of contributions that may be made on behalf of the Participant under the Plan.

(c)

Rules and Decisions . The Committee may adopt such rules as it deems necessary, desirable, or appropriate in the administration of the Plan. All rules and decisions of the Committee will be applied uniformly and consistently to all Participants in similar circumstances. When making a determination or calculation, the Committee will be entitled to rely upon information furnished by a Participant or beneficiary, the Company or the legal counsel of the Company.

(d)

Application for Benefits . The Committee may require a Participant or beneficiary to complete and file with it an application for a benefit, and to furnish all pertinent information requested by it. The Committee may rely upon all such information so furnished to it, including the Participant’s or beneficiary’s current mailing address.

(e)

Delegation . The Committee may authorize one or more officers of the Company to perform administrative responsibilities on its behalf under the Plan. Any such duly authorized officer will have all powers necessary to carry out the administrative duties delegated to such officer by the Committee.

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.

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.

ARTICLE VII

FUNDING AND TRANSFERS

Section 7.1 Unfunded Status . The Plan will be maintained in such a fashion that at all times for purposes of 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.

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 (“ Trust ”) 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 the Employee Retirement Income Security Act of 1974, as amended (“ 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.

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:

(a)

A certified copy of a resolution of its board of directors to that effect; and

(b)

A written document signed by an authorized officer of Horizon Bancorp which indicates the consent of Horizon Bancorp to that action.

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

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 shall 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 Withholding of Taxes . The Company will withhold from any amount payable under this Plan all federal, state, city and local taxes as legally required.

Section 10.4 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 10.5 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 10.6 No Enlargement of 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 as a director or limit the right of the Company to dismiss a director.

Section 10.7 Limitations on Liability . Notwithstanding any other provision of the Plan, neither the Company nor any individual acting as an employee or agent of the 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 10.8 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 10.9 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.

Section 10.10 Action by Company . Any action required of or permitted by the Company under the Plan will be by resolution of the Board, by the Compensation Committee of the Board, or by a person or persons authorized by resolution of the Compensation Committee or the Board.

Section 10.11 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 10.12 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 10.13 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.

EXHIBIT 4.2

HORIZON BANCORP

DIRECTORS DEFERRED COMPENSATION PLAN

Amended and Restated

Effective

April 1, 1998

HORIZON BANCORP

DIRECTORS DEFERRED COMPENSATION PLAN

TABLE OF CONTENTS


		PAGE
ARTICLE I DEFINITIONS			1
1.1	“Adjustment”		1
1.2	“Affiliate”		1
1.3	“Board”		1
1.4	“Code”		1
1.5	“Committee”		1
1.6	“Company”		1
1.7	“Director”		1
1.8	“Disabled” or “Disability”		1
1.9	“Fees”		1
1.10	“Individual Account”		1
1.11	“Participant”		1
1.12	”Participation Agreement”		2
1.13	“Plan”		2
1.14	“Plan Year”		2

ARTICLE II INTRODUCTION			2
2.1	Purpose		2
2.2	Effective Date		2
2.3	Affiliates		2

ARTICLE III PARTICIPATION			3
3.1	Right to Defer		3
3.2	Participation Agreement		3
3.3	Establishment of Individual Accounts		4

ARTICLE IV INVESTMENT OF CONTRIBUTIONS			4
4.1	Investments		4
4.2	Unsecured Contractual Rights		4

ARTICLE V DISTRIBUTIONS			5
5.1	Time of Payment of Benefits		5
5.2	Method of Payment of Benefits		5
5.3	Benefit Payment Elections		5
5.4	New Mandatory Benefit Payment Elections		6
5.5	Death of a Participant and Beneficiary Designation		6


ARTICLE VI PLAN ADMINISTRATION		7
6.1	Administration by the Committee	7
6.2	Powers and Responsibilities of the Committee	7
6.3	Liabilities	8
6.4	Claims Procedure	8
6.5	Income and Employment Tax Withholding	9

ARTICLE VII AMENDMENT AND TERMINATION		9

ARTICLE VIII PARTICIPATION BY AFFILIATES		10
8.1	Affiliate Participation	10
8.2	Horizon Bancorp Action Binding on Other Employers	10

ARTICLE IX GENERAL PROVISIONS		10
9.1	Governing Law	10
9.2	Headings and Gender	10
9.3	Participant’s Rights; Acquittance	10
9.4	Spendthrift Clause	10
9.5	Counterparts	11
9.6	No Enlargement of Employment Rights	11
9.7	Limitations on Liability	11
9.8	Incapacity of Participant or Beneficiary	11
9.9	Corporate Successors	11
9.10	Evidence	11
9.11	Action by a Company	11
9.12	Severability	11

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 net increases and decreases in the market value of the Individual Account of each Participant. Such increases and decreases shall include such items as realized or unrealized investment gains and losses, if any, and investment income, if any, and may, in the discretion of Horizon Bancorp, include expenses properly attributable to administering the Plan.

1.2 “Affiliate” means Horizon Bancorp and any other corporation or trade or business whose employees are treated as being employed by Horizon Bancorp under Code Sections 414(b), 414(c), 414(m) or 414(o).

1.3 “Board” means the Board of Directors of Horizon Bancorp.

1.4 “Code” means the Internal Revenue Code of 1986, as amended.

1.5 “Committee” means the Administrative Committee appointed by the Board to administer the Plan as directed by the Board.

1.6 “Company” means Horizon Bancorp, Horizon Bank and each other Affiliate that adopts the Plan.

1.7 “Director” means any duly elected and serving member or former member of the Board of Directors of a Company who is not also an employee of the Company at any time during the Plan Year immediately preceding his participation in the Plan.

1.8 “Disabled” or “Disability” means any disability that would qualify as a disability under Section 22(c)(3) of the Code.

1.9 “Fees” means all fees paid to a Participant for a Plan Year for services rendered to a Company as a Director with respect to such Plan Year including retainer fees for attendance at regularly scheduled Board of Directors meetings, special meetings called from time to time, and fees for attendance at any and all meetings of committees of a Company’s Board of Directors.

1.10 “Individual Account” means the individual bookkeeping account maintained for each Participant in accordance with Section 2.2.

1.11 “Participant” means a non-employee Director of a Company who becomes a participant pursuant to Article II of the Plan.

1.12 ”Participation Agreement” means the written agreement between the Participant and a Company pursuant to which the Participant elects to defer receipt of Fees, designate a beneficiary, and elect a form and the time of distribution of his benefits under the Plan.

1.13 “Plan” means this Horizon Bancorp Directors Deferred Compensation Plan, as amended and restated, generally effective April 1, 1998.

1.14 “Plan Year” means the twelve (12) month period beginning January 1, and ending December 31.

ARTICLE II

INTRODUCTION

2.1 Purpose . The Horizon Bancorp Directors Deferred Compensation Plan (“Plan”) as set forth herein is a complete amendment and restatement of the Plan which was originally effective January 1, 1984. The purpose of this Plan is to permit Directors of Horizon Bancorp, Horizon Bank and any other Company under the Plan to defer the receipt and resulting taxation of the Fees received from a Company for services as a Director of a Company. All benefits payable under this Plan shall be paid solely out of the general assets of the Companies.

2.2 Effective Date . The Horizon Bancorp Directors Deferred Compensation Plan was originally established by Horizon Bancorp, effective January 1, 1984. The effective date of the Plan, as amended and restated is April 1, 1998. The provisions of the Plan only apply to a Director who was not receiving a distribution of his benefit under the Plan or a predecessor plan before the effective date. The rights and benefits, if any, of a Director who was receiving a distribution of his benefit under the Plan before the effective date will be determined in accordance with the terms of the Plan in effect as of the date he began receiving a distribution of his benefit.

2.3 Affiliates . Any Affiliate may adopt the Plan for the benefit of its Directors with Horizon Bancorp’s consent in accordance with Section 8.1.

ARTICLE III

PARTICIPATION

3.1 Right to Defer . A Director may become a Participant by electing, on a Participation Agreement, to defer the receipt of all or a portion of the Fees he or she would otherwise receive with respect to a Plan Year as a Director of a Company.

3.2 Participation Agreement .

(a)

Requirement for Participation Agreement . As a condition to a Company’s and the Committee’s obligation to credit deferred Fees for the benefit of a Participant pursuant to Section 3.1, the Participant must execute a Participation Agreement (on such forms as shall be prescribed by the Committee) in which it is agreed that the Participant’s Company will withhold payment of all or a portion of the Participant’s Fees and shall credit such amount withheld to the Participant’s Individual Account at the time set forth in the Plan.

(b)

Timing of Execution and Delivery of Participation Agreement . Except as provided in Section 5.4, a Participation Agreement must be executed by the Participant and the Committee prior to the first day of the year in which the Participant is entitled to receive the Fees with respect to which the Participant Fees specified in the Participation Agreement relate.

(c)

Modification of Participant Deferral Election . At any time, a Participant and the Committee may execute and deliver an amended Participation Agreement which increases, decreases, commences or terminates the deferral of the Participant’s Fees. Provided, however, except as provided in Section 5.4, such amended Participation Agreement must be executed by the Participant and the Committee prior to the first day of the Plan Year in which the Participant is entitled to receive the Fees with respect to which the Participant Fees specified in the Participation Agreement relate.

(d)

Directors Elected Mid-Year . A non-employee elected to fill a vacancy on a Company’s Board of Directors who was not a Director on the preceding December 31st may, by completing a Participation Agreement before his term begins, elect to defer Fees for the balance of the Plan Year following such election and for succeeding Plan Years.

3.3 Establishment of Individual Accounts .

(a)

Individual Account . All amounts to be allocated to each Participant pursuant to Section 3.1, shall be credited to the Participant’s Individual Account as of the last day of the Plan Year for which such Fees are payable and all amounts paid to the Participant or his designated beneficiary pursuant to Article V shall be debited from his Individual Account as of the time actually paid. Additionally, all amounts credited to each Participant under the Plan prior to April 1, 1998, shall be credited, as of April 1, 1998, to such Participants’ Individual Accounts under this restated Plan.

(b)

Allocation of Adjustments . Following the allocations made pursuant to the foregoing, the Committee shall determine the Adjustments for each Plan Year, and on such other dates as the Committee deems necessary or advisable, by adding together all income received, and realized and unrealized gains and losses, and deducting therefrom all taxes, charges or expenses (unless paid separately by a Company in a Company’s discretion, outside the confines of this Plan) and any realized and unrealized losses since the most recent allocation of Adjustments to Participants’ Individual Accounts. The Adjustments shall be allocated as of the allocation date specified herein to the Individual Accounts of Participants who maintain a credit balance in their Individual Accounts as of such date as provided in Section 4.1.

ARTICLE IV

INVESTMENT OF CONTRIBUTIONS

4.1 Investments . For periods ending prior to April 1, 1998, the Adjustment to each Participant’s Individual Account equals the rate of interest equal to the average of the rates paid on the last business day of each month during the Plan Year for one (1) year notes issued by the U.S. Treasury. Effective for periods beginning on and after April 1, 1998, the Adjustment 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. No provision of the Plan shall impose or be deemed to impose any obligation upon a Company, other than an unsecured contractual obligation to make a cash payment to Participants and their beneficiaries in accordance with the terms of the Plan. Benefits payable under the Plan shall be paid directly by a Company from its general assets. A Company shall not be required to segregate any funds or other assets for the payment of benefits under the Plan.

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

ARTICLE V

DISTRIBUTIONS

5.1 Time of Payment of Benefits . All amounts credited to a Participant’s Individual Account, including any Adjustments credited In accordance with Section 3.3, shall be or commence to be distributed to or for the benefit of a Participant (or his designated beneficiary) on the date effectively elected by the Participant in his Participation Agreement. A Participant may amend his Participation Agreement as to the time of payment only pursuant to Section 5.4 or if the amended Participation Agreement provides for the deferral of the distribution to a date later than the date previously elected.

5.2 Method of Payment of Benefits . The balance of a Participant’s Individual Account shall be distributed in cash 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 methods, as elected by a Participant in accordance with the provisions of Section 5.3.

5.3 Benefit Payment Elections .

(a)

In order to be effective, a Participant’s election of the time and the method in which his benefits shall be distributed (including benefits which become payable as a result of the Participant’s death as set forth in Section 5.5) must be made by delivering a Participation Agreement or an amended Participation Agreement to the Committee not later than sixty (60) days prior to the beginning of the Plan Year in which the Participant has elected to begin receiving his benefits. If the Participant does not elect a time or method of distribution under Section 5.2, or such election is not timely or properly made under this Section 5.3, a Company shall pay the entire benefit at the time and in the method effectively elected in the most recent Participation Agreement, or if no such effective Participation Agreement exists, in the form of a single lump sum within thirty (30) to sixty (60) days after the first to occur of the following:

(i) Disability;

(ii) Attainment

of age sixty-five (65);

(b)

In the event a Participant properly elects and is eligible to receive his Individual Account in the form of installments, the Participant must specify in his written election the number of years over which the installments are to be distributed.

(c)

In the event a Participant properly elects and is eligible to receive his Individual Account in a combination of a lump sum and installments, the Participant must specify in his written election the percentage of the account which will be distributed in a single lump sum and the percentage of the account which will be distributed in installments, including the number of years over which such installments shall be distributed.

5.4 New Mandatory Benefit Payment Elections . Notwithstanding any provision in this Plan to the contrary, a Participation Agreement providing an effective election as to the deferral amount and the time and method of payment of benefits under the Plan shall be entered into by all existing Participants and by all directors beginning participation effective April 1, 1998, prior to April 1, 1998, including all Participants who are no longer actively deferring Fees under the Plan, and such election shall supersede all prior benefit payment elections; provided, however, that if a Participant’s benefit under the Plan is in pay status before April 1, 1998, pursuant to a prior election, then that Participant may not effectively make a new election and must continue to receive his benefit payments at the time and in the manner previously elected. If a Participant does not make an effective election as required by this Section 5.4 or pursuant to Section 5.3(a), then his benefit shall be paid at the time and in the manner provided in Section 5.3(a).

5.5 Death of a Participant and Beneficiary Designation .

(a)

Form and Time of Payment . In the event of a Participant’s death prior to tire time his benefits under the Plan commence to be distributed, the balance in his Individual Account shall be paid to his designated beneficiary in the form elected by the Participant in his most recently filed Participation Agreement. Such distribution shall be made or commence to be made within 60 days of the date of the Participant’s death. If the Participant has not made an election as to the form in which his benefit under the Plan is to be distributed, or if his election was not timely filed with the Committee or is not in proper form, such benefit shall be paid to the Participant’s designated beneficiary, in a single lump sum, within sixty (60) days of the date of the Participant’s death. If the Participant dies after distribution of his benefits under the Plan has commenced, his remaining benefit, if any, shall be distributed in the same form(s) and at the same time(s) as such benefit was being distributed prior to his death, or in a single lump sum, if effectively elected by the Participant in his most recently filed Participation Agreement. Notwithstanding any provision to the contrary, however, the Committee, in its sole discretion, may approve an accelerated method and time of distribution to said beneficiary or beneficiaries.

(b)

Designation of Beneficiaries . 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(ies) shall not survive the Participant, his benefits under the Plan shall be paid to his estate.

ARTICLE VI

PLAN ADMINISTRATION

6.1 Administration by the Committee . The Committee shall be responsible for administering the Plan. Except as Horizon Bancorp shall otherwise expressly determine the Committee shall be charged with the full power and the responsibility for administering the Plan in all its details.

6.2 Powers and Responsibilities of the Committee .

(a)

The Committee shall have all powers necessary to administer the Plan,, including the power to construe and interpret the Plan documents; to decide all questions relating to an individual’s eligibility to participate in the Plan; to determine the amount, manner and timing of any distribution of benefits or withdrawal under the Plan; to resolve any claim for benefits in accordance with Section 6.4, and to appoint or employ advisors, including legal counsel, to render advice with respect to any of the Committee’s responsibilities under the Plan. Any construction, interpretation, or application of the Plan by the Committee shall be final, conclusive and binding. All actions by the Committee shall be taken pursuant to uniform standards applied to all persons similarly situated.

(b)

Records and Reports . The Committee shall be responsible for maintaining sufficient records to determine each Participant’s eligibility to participate in the Plan, and the Fees of each Participant for purposes of determining the amount of contributions that may be made by or on behalf of the Participant under the Plan.

(c)

Rules and Decisions . The Committee may adopt such rules as it deems necessary, desirable, or appropriate in the administration of the Plan. All rules and decisions of the Committee shall be applied uniformly and consistently to all Participants in similar circumstances. When making a determination or calculation, the Committee shall be entitled to rely upon information furnished by a Participant or beneficiary, a Company or the legal counsel of a Company.

(d)

Application and Forms for Benefits . The Committee may require a Participant or beneficiary to complete and file with it an application for a benefit, and to furnish all pertinent information requested by it. The Committee may rely upon all such information so furnished to it, including the Participant’s or beneficiary’s current mailing address.

6.3 Liabilities . The Committee shall be indemnified and held harmless by the Companies with respect to any actual or alleged breach of responsibilities performed or to be performed hereunder.

6.4 Claims Procedure .

(a)

Filing a Claim . Any Participant or beneficiary under the Plan may file a written claim for a Plan benefit with the Committee or with a person named by the Committee to receive claims under the Plan.

(b)

Notice of Denial of Claim. In the event of a denial or limitation of any benefit or payment due to or requested by any Participant or beneficiary under the Plan (“claimant”), the claimant shall be given a written notification containing specific reasons for the denial or limitation of his benefit. The written notification shall contain specific reference to the pertinent Plan provisions on which the denial or limitation of his benefit is based. In addition, it shall contain a description of any other material or information necessary for the claimant to perfect a claim, and an explanation of why such material or information is necessary. The notification shall further provide appropriate information as to the steps to be taken if the claimant wishes to submit his claim for review. This written notification shall be given to a claimant within 90 days after receipt of his claim by the Committee unless special circumstances require an extension of time for processing the claim. If such an extension of time for processing is required, written notice of the extension shall be furnished to the claimant prior to the termination of said 90-day period, and such notice shall indicate the special circumstances which make the postponement appropriate.

(c)

Right of Review. In the event of a denial or limitation of his benefit, the claimant or his duly authorized representative shall be permitted to review pertinent documents and to submit to the Committee issues and comments in writing. In addition, the claimant or his duly authorized representative may make a written request for a full and fair review of his claim and its denial by the Committee; provided, however, that such written request

must be received by the Committee (or its delegate to receive such requests) within 60 days after receipt by the claimant of written notification of the denial or limitation of the claim. The 60-day requirement may be waived by the Committee in appropriate cases.

(d)

Decision oil Review. A decision shall be rendered by the Committee within 60 days after the receipt of the request for review, provided that where special circumstances require an extension of time for processing the decision, it may be postponed on written notice to the claimant (prior to the expiration of the initial 60-day period) for an additional 60 days after the receipt of such request for review. Any decision by the Committee shall be furnished to the claimant in writing and shall set forth the specific reasons for the decision and the specific Plan provisions on which the decision is based.

(e)

Court Action. No Participant or beneficiary shall have the right to seek judicial review of a denial of benefits, or to bring any action in any court to enforce a claim for benefits prior to filing a claim for benefits or exhausting his rights to review under this Section 6.4.

6.5 Income and Employment Tax Withholding . The Companies shall be responsible for withholding, and the Participant shall agree to such withholdings in his Participation Agreement, from the Participant’s Fees or from the distribution of his benefit under the Plan of all applicable federal, state, city and local taxes.

ARTICLE VII

AMENDMENT AND TERMINATION

The Board may amend, suspend or terminate, in whole or in part, the Plan without the consent of the Committee, the Participant, beneficiary or other person, except that no amendment, suspension or termination shall retroactively impair or otherwise adversely affect (without consent) the rights of a Participant, beneficiary or other person entitled to benefits under the Plan which have accrued prior to the date of such action, as determined by the Committee in its sole discretion. It is noted, however, that the Participant’s benefits under the Plan constitute mere unsecured claims on the general assets of a Company. In addition, the Plan will terminate with respect to an individual Company by resolution of the Company’s Board of Directors, provided that 30 days advance written notice is given to the Committee and Horizon Bancorp.

ARTICLE VIII

PARTICIPATION BY AFFILIATES

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

(a)

a certified copy of a resolution of its Board of Directors to that effect; and

(b)

a written document signed by an authorized officer of Horizon Bancorp which indicates the consent of Horizon Bancorp to that action.

Notwithstanding any provision herein to the contrary, Horizon Bank shall automatically be a participating Company as of the effective date of the restatement of this Plan, April 1,1998.

8.2 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 IX

GENERAL PROVISIONS

9.1 Governing Law . The Plan shall be construed, regulated and administered according to tire 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.

9.2 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.

9.3 Participant ’ s Rights; Acquittance . No Participant shall acquire any right to be retained in an Employer’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 or to any Plan assets other than as specifically provided herein.

9.4 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.

9.5 Counterparts . TMs 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.

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

9.7 Limitations on Liability . Notwithstanding any of the preceding provisions of the Plan, none of the Companies, the Committee and each individual acting as an employee or agent of any of them shall be liable to any Participant Director 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.

9.8 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 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 Committee 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 Companies and the Plan.

9.9 Corporate Successors . The Plan shall not be automatically terminated by a transfer or sale of assets of Horizon Bancorp or by the merger or consolidation of Horizon Bancorp into or with any other corporation or other entity (“Transaction”), but the Plan shall be continued after the Transaction only if and to the extent that the transferee, purchaser or successor entity agrees to continue the Plan.

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

9.11 Action by a Company . Any action required of or permitted by a Company under the Plan shall be by resolution of its Board of Directors or, for Horizon Bancorp, by resolution of the Board or the Committee or by a person or persons authorized by resolution of the Board or the Committee.

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

SIGNATURES

IN WITNESS WHEREOF, Horizon Bancorp, by its officers thereunder duly authorized, have caused this Horizon Bancorp Directors Deferred Compensation Plan to be executed this 19 ^th day of December, 1997, effective April 1, 1998.


	HORIZON BANCORP

	By:	/s/ Thomas P. McCormick
	Title:	President
ATTEST:


By:		/s/ Diana E. Taylor
Title:		Chief Financial Officer

H ORIZON B ANCORP

Amendment

Horizon Bancorp

Directors Deferred Compensation Plan

(As Amended and Restated Effective April 1, 1998)

W HEREAS , Horizon Bancorp (the “ Company ”) maintains the Horizon Bancorp Directors Deferred Compensation Plan (as Amended and Restated effective April 1, 1998) (the “ Plan ”);

W HEREAS , pursuant to Article VII 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 Article VII of the Plan, the Company hereby amends the Plan, effective December 19, 2017, by deleting Section 5.2 in its entirety and replacing it with the following:

“Section 5.2 Method of Payment of Benefits. The balance of a Participant’s Individual Account 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 methods, as elected by a Participant in accordance with the provisions of Section 5.3.”

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

EXHIBIT 5

11 South Meridian Street

Indianapolis, IN 46204-3535 U.S.A.

(317) 236-1313

Fax (317) 231-7433

www.btlaw.com

December 28, 2017

Horizon Bancorp

515 Franklin Street

Michigan City, IN 46360

Ladies and Gentlemen:

We have acted as counsel to Horizon Bancorp, an Indiana corporation (the “ Company ”), with respect to the filing by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended, of a Registration Statement on Form S-8 (the “ Registration Statement ”) relating to the registration of (i) 50,000 shares of common stock, no par value per share (the “ Shares ”) of the Company under the Horizon Bancorp Amended and Restated 2005 Directors’ Deferred Compensation Plan and the 1998 Horizon Bancorp Directors’ Deferred Compensation Plan (collectively, the “ Directors’ Deferred Compensation Plans ”) and (ii) $2,600,000 in deferred compensation obligations (the “ Obligations ”) of the Company under the Directors’ Deferred Compensation Plans. This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933.

Based on our review of the Amended and Restated Articles of Incorporation of the Company, the Amended and Restated Bylaws of the Company, the Directors’ Deferred Compensation Plans and documents related thereto, and such other documents and records as we have deemed necessary and appropriate, we are of the opinion that the Shares and Obligations, if and when issued and paid for pursuant to the Directors’ Deferred Compensation Plans and related documents, will be validly issued, fully paid and non-assessable.

We consent to the filing of this opinion of counsel as Exhibit 5 to the Registration Statement.

Very truly yours,

/s/ Barnes & Thornburg LLP

BARNES & THORNBURG LLP

EXHIBIT 23

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in this Registration Statement of Horizon Bancorp on Form S-8 of our reports, dated February 28, 2017, on the consolidated financial statements of Horizon Bancorp as of December 31, 2016 and 2015 and for each of the three years in the period ended December 31, 2016, and on the effectiveness of internal control over financial reporting, as of December 31, 2016, which reports were included in the Annual Report on Form 10-K of Horizon Bancorp for the year ended December 31, 2016.

/s/ BKD, LLP

BKD, LLP

Indianapolis, Indiana

December 28, 2017