WHITE RIVER CAPITAL, INC.
DIRECTORS STOCK COMPENSATION PLAN
Amended as of May 6, 2010
1. Purpose . The purpose of this Plan is to provide for greater ownership of the Common Shares
of White River Capital, Inc. by Directors of the Corporation in order to provide Directors with a more direct and
proprietary interest in the welfare and success of the Company and its subsidiaries and to encourage their
continuation as Directors.
2. Definitions . The following terms shall have the meanings hereinafter set forth:
“Affiliate” means a business entity that is a subsidiary of the Company.
“Board of Directors” means the board of directors of the Company as it shall exist from
time to time.
“Code” means the Internal Revenue Code of 1986, as amended.
“Common Shares” means the Common Stock, without par value, of the Company.
“Company” means White River Capital, Inc., an Indiana corporation.
“Determination Date” for a Plan Year, commencing with the 2006 Plan Year means the
third business day following the first public release (by press release or SEC filing) by the
Company of annual consolidated financial information for the Plan Year; provided that
the Determination Date for a Plan Year shall not be later than March 15 of the
immediately subsequent Plan Year.
“Director Fees” means the total fees payable to a Director for service as a Director as
determined by the Board of Directors from time to time.
“Fair Market Value” shall mean, as of any date, the value of one share of Common
Stock determined as follows:
If the Common Stock is listed on any established stock exchange or a national market
system, including without limitation, the Nasdaq National Market or The Nasdaq
SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall be the
closing sales price for such stock (or the closing bid, if no sales were re