Item 5.02 Departure of Directors or Certain Officers; Election of Director;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On October 14, 2008, Horizon Bancorp's ("Horizon") Board of Directors approved a transition plan for its Chief Financial Officer ("CFO"), James H. Foglesong. The plan calls for Mr. Foglesong to continue to serve as Horizon's CFO until December 31, 2008. Beginning January 1, 2009, Mr. Foglesong will assume the role as Horizon's internal auditor until he retires at the age of 65 in August 2010. Mr. Foglesong's Change in Control Agreement, entered into on January 29, 2001, will be amended to reflect his change in position.

Effective January 1, 2009, Mark E. Secor, age 42, will assume the duties as Horizon's Chief Financial Officer. Mr. Secor is a certified public accountant and has over ten years of public accounting experience with a focus on financial institutions. Mr. Secor joined Horizon's wholly owned subsidiary, Horizon Bank, N.A., in June 2007 as Chief Investment and Asset Liability Manager. Mr. Secor will hold this position until assuming the duties of CFO on January 1, 2009.

Prior to joining Horizon Bank, Mr. Secor worked from 2004 through February 2007 as CFO of St. Joseph Capital Corporation in Mishawaka, Indiana. From 1993 until joining St. Joseph Capital Corp., Mr. Secor was employed by Crowe Chizek and Company where he rose to the position of Audit Engagement Senior Manager for the Financial Institutions Group.

Mr. Secor has a Change in Control Agreement with Horizon Bank, N.A. This Agreement was entered into on August 28, 2007 and is for a term of one year after a Change in Control. If, following a change in control, Mr. Secor is terminated by the Company without Cause or he terminates his employment for Good Reason during the term of this Agreement, he will be paid at the rate of his then current base salary for the remainder of the term. The Agreement will be amended to reflect the change in Mr. Secor's position.

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