On April 20, 2012, the Board of Directors of Horizon Bancorp (the "Company") adopted Ownership Guidelines (the "Guidelines"). The Guidelines include requirements that the members of the Boards of Directors of the Company and its wholly owned banking subsidiary and the Company's executive and senior officers attain and maintain a level of ownership of the Company's common stock having a value at least equal to the following ownership thresholds specified in the Guidelines:

  Participant                              Ownership Thresholds
  Director                                 3 times amount of annual retainer
  Chief Executive Officer                  3 times base salary
  Named Executive Officers (other than     2 times base salary
  Chief Executive Officer)
  Senior Officers                          1 time base salary

Until a participant meets the Ownership Threshold, or, if after meeting the Ownership Threshold, a participant's stock ownership falls below the Ownership Threshold due to stock price fluctuations, then the participant must retain, when acquiring additional shares of the Company's common stock, that number of shares having a value equal to the following:

                                           Percentage of After-Tax Profit
  Participant                              Associated with the Acquired Shares
  Director and Chief Executive Officer     75%
  Named Executive Officers (other than     50%
  the Chief Executive Officer) and
  Senior Officers