Edgar Filing: IRWIN FINANCIAL CORPORATION

SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the registrant [X]

Filed by a party other than the registrant [ ]

Check the appropriate box:

[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))

[X] Definitive proxy statement

[ ] Definitive additional materials

[ ] Soliciting material pursuant to Rule 14a-12

Irwin Financial Corporation
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(Name of Registrant as Specified in Its Charter)

Irwin Financial Corporation
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.

(1) Title of each class of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.

(1) Amount previously paid:

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Irwin Financial Corporation 500 Washington Street, Columbus, Indiana 47201
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March 28, 2003

Notice of Annual Meeting of Shareholders
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To the Shareholders:
The Annual Meeting of Shareholders of Irwin Financial
Corporation will be held at the Holiday Inn Conference Center,
2480 Jonathan Moore Pike, Columbus, Indiana, on Thursday,
April 24, 2003, at 4:00 p.m., Columbus time, for the following
purposes:

1. to elect four Directors to serve on the Board for three-year
terms;

2. to hear such reports as may be presented; and

3. to transact such other business as may properly come before
the meeting or any adjournment thereof.

Registration of shareholders will start at 3:15 p.m. and the
meeting will start at 4:00 p.m. Following the meeting,
refreshments will be served.

I encourage you to date, sign, and mail the enclosed proxy in
the postpaid envelope that is provided. If you are present at
the meeting and desire to do so, you may revoke your proxy and
vote in person.

Enclosed with this notice are our Annual Report to
Shareholders for 2002, our Annual Report on Form 10-K and our
Proxy Statement.

Matt Souza, Secretary

Proxy Statement of Irwin Financial Corporation
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For Annual Meeting of Shareholders to be held April 24, 2003

General Information
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We are providing this proxy statement and the accompanying
form of proxy in connection with the solicitation by our Board
of Directors of proxies to be used at our Annual Meeting of
Shareholders on Thursday, April 24, 2003, at the Holiday Inn
Conference Center, 2480 Jonathan Moore Pike, Columbus,
Indiana, at 4:00 p.m., Columbus time, or any adjournment
thereof.

We will bear the costs of the solicitation of proxies in the
accompanying form. The solicitation of proxies will be limited
to the use of the mails.

A shareholder who signs and returns a proxy in such form will
have the power to revoke it at any time before it is exercised
by giving notice of revocation to our Secretary. All shares
represented by the accompanying proxy, if the proxy is
executed and returned, will be voted as directed by the
shareholder. If a shareholder executes and returns a proxy,
but makes no direction as to such shareholder's vote, then the
shares will be voted on each matter to come before the meeting
in accordance with the recommendation of the Board of
Directors.

Our main offices are located at 500 Washington Street,
Columbus, Indiana 47201.

This proxy statement will be mailed to shareholders on or
about March 28, 2003.

Voting Securities and Principal Holders
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Only shareholders of record at the close of business on March
10, 2003, will be entitled to vote. On March 10, 2003, there
were 27,824,897 common shares outstanding and entitled to
vote. Each common share is entitled to one vote on each matter
to be voted on at the meeting.

The following information is given as of March 10, 2003, for
persons known by management to beneficially own more than 5%
of our common shares. All of the shares listed are
beneficially owned through voting and investment power held
solely by the reported owner, except as otherwise indicated.

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Amount and Nature
Name and Address of Beneficial Percentage of
of Beneficial Owner Ownership Ownership
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IFC Trust Under Trust Agreement dated 6/29/90,
Clementine M. Tangeman, Donor,
Irwin Miller, Trustee
301 Washington Street
Columbus, Indiana 5,160,592(1) 18.55%

Irwin Miller
301 Washington Street
Columbus, Indiana 5,310,358(1,2) 19.08%

William I. Miller
500 Washington Street
Columbus, Indiana 10,954,873(1,3) 39.33%

Putnam Investments
One Post Office Square
Boston, Massachusetts 1,589,124(4) 5.7%
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(1) Certain shares owned by the IFC Trust (5,160,592 shares,
which were donated to the Trust by the Estate of Mrs.
Clementine Tangeman) and Mr. Irwin Miller (5,160,544 shares)
are subject to an irrevocable proxy held by Mr. William I.
Miller to vote such shares. Mr. William I. Miller holds a
right to acquire these same 10,321,136 shares, pursuant to
options purchased by Mr. Miller from Mrs. Clementine
Tangeman and Mr. Irwin Miller, within 60 days of March 10,
2003, but subject to certain contingencies.

(2) Includes 132,535 shares owned by Mr. Irwin Miller's wife,
Xenia S. Miller, as to which Mr. Miller holds no voting or
investment power and for which Mr. Miller expressly
disclaims any beneficial interest; 15,310 shares as to which
Mr. Miller holds voting and investment power; and 1,969
shares that Mr. Miller has the right to acquire within 60
days of March 10, 2003 through the exercise of stock
options.

(3) See Footnote 1 above. Includes 136,029 shares as to which
Mr. Miller holds voting and investment power; 22,812 shares
for which Mr. Miller is the custodian of on behalf of his
children and for which Mr. Miller expressly disclaims any
beneficial interest; 12,971 shares that are held in the 1998
William I. Miller Annual Exclusion Trust, Lynne M. Maguire,
Trustee, for which Mr. Miller expressly disclaims any
beneficial interest; and 461,925 shares that Mr. Miller has
the right to acquire within 60 days of March 10, 2003
through the exercise of stock options.

(4) The number of shares indicated is as of December 31, 2002,
pursuant to a 13G filing that Putnam Investments made with
the Securities and Exchange Commission. Putnam Investments
states that its disclosed beneficial ownership is on behalf
of Putnam Investment Management LLC and Putnam Advisory
Company LLC.

Security Ownership of Management
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The following information about the ownership of our common
shares is given as of March 10, 2003 for our director
nominees, directors and certain executive officers,
individually, and all our director nominees, directors and
executive officers as a group.

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Right to Acquire
Number of Shares Irrevocable within 60 days of Restricted
Name Beneficially Owned Voting Proxy March 10, 2003 Stock
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Sally A. Dean(3) 9,980 12,213 6,661
Elena Delgado(4,5) 3,912 30,100
David W. Goodrich(2,3) 13,682 9,685
Robert H. Griffith(4) 10,503 15,770
John T. Hackett(2,3) 27,140 9,665 7,531
William H. Kling(3) 6,175 8,750 9,964
Brenda J. Lauderback(2,3) 2,288 14,167 1,515
John C. McGinty, Jr.(2,3) 5,400 9,685 12,343
William I. Miller(3,4) 171,812 10,321,136(1) 461,925
Lance R. Odden(3) 10,173 9,685 7,961
John A. Nash(3,4) 312,373 200,450
Theodore M. Solso(3) 28,113 9,570 9,236
Thomas D. Washburn(4) 38,199 112,390
Directors and Executive
Officers as a Group (26
persons) 690,531 10,321,136 1,246,367 55,211

Percent of
Outstanding
Name Shares
------------------------------- -----------

Sally A. Dean(3) *
Elena Delgado(4,5) *
David W. Goodrich(2,3) *
Robert H. Griffith(4) *
John T. Hackett(2,3) *
William H. Kling(3) *
Brenda J. Lauderback(2,3) *
John C. McGinty, Jr.(2,3) *
William I. Miller(3,4) 39.33%
Lance R. Odden(3) *
John A. Nash(3,4) 1.83%
Theodore M. Solso(3) *
Thomas D. Washburn(4) *
Directors and Executive
Officers as a Group (26
persons) 44.20%

* Less than 1%

(1) See Footnote 1 to the table under "Principal Shareholders."

(2) Director nominee

(3) Director

(4) Executive Officer

(5) Ms. Delgado is the President of Irwin Home Equity
Corporation, which is one of the subsidiaries of Irwin Union
Bank and Trust Company, our banking subsidiary. She owns 5%
of the common stock of Irwin Home Equity. Her ownership in
Irwin Home Equity, together with the rights under her
shareholder agreement, in effect provide Ms. Delgado with a
5% interest, net of our preferred interest, in the value of
the home equity line of business conducted jointly by Irwin
Home Equity and Irwin Union Bank and Trust Company.

We believe stock ownership by directors helps align their
interests with those of our shareholders. The Governance
Committee of the Board of Directors has approved guidelines
for director ownership of Irwin Financial Corporation common
stock. The guidelines include: direct ownership of our stock
(excluding stock options) equal in value to at least five
times the non-stock-option portion of the director annual
retainer fee (or $125,000, based on the current non-stock-
option retainer fee portion of $25,000); attainment of the
minimum level of ownership within five years of adoption of
the guidelines (for current directors) or five years after
joining the Board of Directors (for new directors); and
disclosure of the guidelines and director compliance in our
proxy solicitation materials. Apart from the above, we have
created no incentives, disincentives or facilitative programs
in connection with the guidelines. All directors are in
compliance with our director stock ownership guidelines.

Our proxy materials have, since July 27, 1990, disclosed
director stock ownership.

Election of Directors
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Four directors are to be elected to our Board of Directors at
the Annual Meeting in 2003. Proxies granted for use at the
Annual Meeting cannot be voted for more than four nominees.

Our Board of Directors currently consists of 10 members
divided into three classes of directors who are elected to
hold office for staggered terms of two or three years, as
provided in our by-laws. Directors Goodrich, Hackett,
Lauderback and McGinty are currently serving a two-year term,
which expires in 2003; Directors Dean, Kling and Odden are
serving a three-year term, which expires in 2004; and
Directors Miller, Nash and Solso are serving a three-year
term, which expires in 2005. Director Nash will be retiring
from the Board of Directors effective April 30, 2003.

The four nominees being proposed for election at the Annual
Meeting to serve a three-year term of office are David W.
Goodrich, John T. Hackett, Brenda J. Lauderback, and John C.
McGinty, Jr.

The persons named as Proxies in the accompanying form of proxy
will, unless otherwise indicated in the form of proxy, vote
the shares covered by proxies for the election of nominees
Goodrich, Hackett, Lauderback and McGinty, included in the
following table. Management has no reason to believe that any
of the nominees will be unable to serve. However, should a
nominee for director become unavailable for election, and
unless the Board of Directors or the Executive Committee
reduces the size of the Board to a number equal to the number
of nominees who are able and willing to serve, the persons
named in the accompanying form of proxy will vote for a
substitute who will be designated by the Board of Directors or
the Executive Committee. If all nominees for director
positions are elected at the Annual Meeting of Shareholders, a
total of 9 directors will be members of our Board of
Directors, due to the retirement of Mr. Nash. Any vacancy
occurring in the Board of Directors caused by resignation,
death or other incapacity, or increase in the number of
directors may be filled by a majority vote of the remaining
members of the Board of Directors, until the next annual or
special meeting of the shareholders or, at the discretion of
the Board of Directors, such vacancy may be filled by vote of
the shareholders at a special meeting called for the purpose.
Until any such vacancy is so filled, the existing directors
shall constitute the Board of Directors. Shareholders shall be
notified of any increase in the number of directors and the
name, address, principle occupation, and other pertinent
information about any director elected by the Board of
Directors to fill any vacancy.

The following table sets forth, as of March 10, 2003, the
name; year in which the nominee or current director was first
elected as a director; for nominee directors, expiration of
term if elected to a three-year term at this year's annual
meeting; for current directors, expiration of the director's
current term; principal occupation for the past five years of
each nominee director or current director; the percentage of
the total number of meetings of our Board of Directors and
meetings of committees of our Board of which the director is a
member attended by each director during 2002; all other
directorships or other positions held by each

nominee in other corporations subject to the reporting
requirements of the Securities Exchange Act of 1934 and in any
investment company; and the director's age. There are no
family relationships among any of the director nominees or
executive officers.

DIRECTOR NOMINEES:

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[David W. Goodrich] David W. Goodrich*
(Director since 1986; expiration of term 2006)
Mr. Goodrich has been President and Chief Executive Officer of Central Indiana
Corporate Partnership since June 1999. He was the former President of the Indianapolis,
Indiana Colliers Turley Martin Tucker Company (a realty company) from May 1998 to July
1999. He is Chairman of the Board of Citizens Gas and Coke Utility and a director of
Clarian Health Partners, Inc. and American United Life Insurance Company. In 2002, Mr.
Goodrich attended 100% of our Board and Committee meetings of which he is a member. Age
55.
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[John T. Hackett] John T. Hackett*
(Director since 1981; expiration of term 2006)
Mr. Hackett was Managing General Partner of CID Equity Partners, L.P. (a private equity
investment partnership) since 1991, retiring from that position at the end of 2001. He
is a director of the Wabash National Corp. and the Ball Corporation. In 2002, Mr.
Hackett attended 75% of our Board and Committee meetings of which he is a member. Age
70.
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[Brenda J. Lauderback] Brenda J. Lauderback*
(Director since 1996; expiration of term 2006)
Ms. Lauderback was former President of the Retail and Wholesale Group of the Nine West
Group, Inc. from May 1995 until January 1998. She is a director of Big Lots, Inc.
(formerly Consolidated Stores) and Louisiana-Pacific Corporation. In 2002, Ms.
Lauderback attended 100% of our Board and Committee meetings of which she is a member.
Age 52.
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[John C. McGinty, Jr.] John C. McGinty, Jr.*
(Director since 1991; expiration of term 2006)
Mr. McGinty has been the President of Peregrine Associates, Inc. (a healthcare,
governance, and leadership consulting firm) since 1997. He has been the Managing
Director of The Greeley Company (a healthcare leadership consulting, strategic
planning, education, and publications firm) since 1997, and was a part-time faculty
member at Indiana University from 1997 to 2001. From 1986 to 1997, Mr. McGinty was the
President and Chief Executive Officer of Southeastern Indiana Health Management, Inc.
and Columbus Regional Hospital. In 2002, Mr. McGinty attended 100% of our Board and
Committee meetings of which he is a member. Age 53.
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CURRENT DIRECTORS:
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[Sally A. Dean] Sally A. Dean*
(Director since 1995; expiration of term 2004)
Ms. Dean is a retired Senior Vice President of Dillon, Read & Co. Inc. (investment bank,
which is now part of UBS Warburg). She serves as Chairman of the Paideia School Endowment
Board and is former President of the Board of Trustees, Randolph-Macon Woman's College,
where she is a member of the investment committee. In 2002, Ms. Dean attended 100% of our
Board and Committee meetings of which she is a member. Age 54.
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[William H. Kling] William H. Kling*
(Director since 1993; expiration of term 2004)
Mr. Kling has been President and Chief Executive Officer of the American Public Media
Group ("APMG") since 2000. APMG is the parent company of Minnesota Public Radio, Southern
California Public Radio and the Greenspring Company (a diversified media company). Mr.
Kling became President of Minnesota Public Radio (a regional network of 31 public radio
stations) in 1966, and a director in 1972. In 1987, he became the President of the
Greenspring Company. He is a director of The St. Paul Companies, The Wenger Corporation,
AT&T Cable of St. Paul and five funds of the American Funds family of the Capital Group.
In 2002, Mr. Kling attended 100% of our Board and Committee meetings of which he is a
member. Age 60.
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[William I. Miller] William I. Miller
(Director since 1985; expiration of term 2005)
Mr. Miller has been our Chairman since August 1990. He is a director of Cummins Inc., The
Tennant Company, the New Perspective Fund, Inc. and the New World Fund, Inc. of the
American Funds family of the Capital Group. He is a trustee of EuroPacific Growth Fund of
the American Funds family of the Capital Group. He also serves as a trustee of The Taft
School and of the National Building Museum. In 2002, Mr. Miller attended 100% of our Board
and Committee meetings of which he is a member. Age 46.
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[Lance R. Odden] Lance R. Odden*
(Director since 1991; expiration of term 2004)
Mr. Odden retired as Head Master of The Taft School (a private educational institution) in
June 2001, having served in that capacity since 1972. Mr. Odden serves as an advisor to
Warburg Pincus and is a trustee of the Thatcher School and a director of the Chancellor
Beacon Academies. In 2002, Mr. Odden attended 100% of our Board and Committee meetings of
which he is a member. Age 63.
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[Theodore M. Solso] Theodore M. Solso*
(Director since 1993; expiration of term 2005)
Mr. Solso has been the Chairman and Chief Executive Officer of Cummins Inc. since January
2000. He served as President and Chief Operating Officer of Cummins from 1995 to 2000. He
is a director of the Ashland Company and Cummins Inc., and a trustee of DePauw University.
In January 2003, Mr. Solso was nominated to be a director of Ball Corporation. In 2002,
Mr. Solso attended 75% of our Board and Committee meetings of which he is a member. Age
56.
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* Member of the Executive Committee.

Compliance with Section 16(a) OF THE SECURITIES ACT OF 1934
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Section 16(a) of the Securities Exchange Act of 1934 requires
our directors and executive officers, and persons who own more
than 10% of a registered class of our equity securities, to
file with the Securities and Exchange Commission (SEC) initial
reports of ownership and reports of changes in ownership of
our common shares and our other equity securities. Executive
officers, directors, and greater than 10% shareholders are
required by the SEC to furnish us with copies of all Section
16(a) forms they file.

To our knowledge, based solely on a review of the copies of
the reports furnished to us and written representations that
no other reports were required, all Section 16(a) filing
requirements applicable to our executive officers, directors,
and greater than 10% shareholders for fiscal 2002 were met.

Director Meetings and Committees
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Our Board of Directors held four meetings during 2002.

We have appointed certain members of our Board to serve on
various committees of our Board of Directors. Our Board of
Directors has established four standing committees: (1) the
Audit and Risk Management Committee; (2) the Compensation
Committee; (3) the Governance Committee; and (4) the Executive
Committee. Membership in those committees is reflected in the
following chart:

2002 Committee Members
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Compensation
Audit Committee Committee Governance Committee Executive Committee
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Sally A. Dean X X
David W. Goodrich X* X
John T. Hackett X X
William H. Kling X
Brenda J. Lauderback X
John C. McGinty X* X X
William I. Miller
John A. Nash(1)
Lance R. Odden X* X*
Theodore M. Solso X

2003 Committee Members
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Audit and
Risk
Management Compensation
Committee Committee Governance Committee Executive Committee
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Sally A. Dean X X X
David W. Goodrich X* X X
John T. Hackett X X
William H. Kling X X
Brenda J. Lauderback X X
John C. McGinty X* X X
William I. Miller
Lance R. Odden X* X*
Theodore M. Solso X
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* Indicates Committee Chairman

(1) Mr. Nash will retire April 30, 2003.

AUDIT AND RISK MANAGEMENT COMMITTEE

The Audit and Risk Management Committee has primary
responsibility for engaging, overseeing and compensating our
independent auditors; reviewing and approving the independent
auditors' audit plan; reviewing the report of audit, and the
accompanying management letter, if any; reviewing and
directing the work

performed by our internal audit department; reviewing
regulatory examination reports received by us and our
subsidiaries; and consulting with the independent and internal
auditors about the adequacy of internal controls. The
Committee held four meetings during 2002.

COMPENSATION COMMITTEE

The Compensation Committee reviews and considers
recommendations from management concerning our executive
compensation policies, employee benefit plans, and salary
administration program, including reviewing annually the total
compensation and recommended adjustments for all of our
executive officers and the executive officers of our
subsidiaries. This Committee administers the short-term and
long-term management incentive plans and the existing stock
option and employee savings plans. The deliberations of the
Committee are reported to the Board of Directors for review
and approval. The Committee held four meetings in 2002.

GOVERNANCE COMMITTEE

The Governance Committee makes recommendations to the Board of
Directors regarding general qualifications for nominees as
directors, mix of experience and skills on the Board, size of
the Board of Directors and the terms of its members, director
compensation, and the retirement policy for directors. On the
basis of these general determinations, this committee
recommends qualified individuals to serve as directors.
Shareholder recommendations for nominees will be accepted by
this Committee; however, no formal procedures have been
developed to consider such recommendations. The Committee held
five meetings in 2002.

EXECUTIVE COMMITTEE

The Executive Committee consists of the independent directors
of the Corporation. Its purpose is to meet regularly in
executive session without management present. The Committee
has the power to act on the Board of Directors' behalf at such
times as may be designated by the Board of Directors to
conduct the business of the Board of Directors, subject to
limitations imposed by law, our articles, our by-laws, or
resolutions of our Board of Directors. The Committee held four
meetings in 2002.

Outside Director Compensation
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Under the outside directors' fee schedule, from January 1,
2002 to December 31, 2002, each of our outside directors
earned a retainer fee of $50,000, $25,000 of which was paid in
the form of stock options. The remainder of the retainer was
payable in cash, additional stock options, or in common shares
issued under our 1999 Outside Director Restricted Stock
Compensation Plan.

In addition to the annual retainer described above, in 2002,
our outside directors received $1,000 for attending each
meeting of our Board of Directors and $1,000 for attendance at
each meeting of the Compensation, Governance and Executive
Committees of our Board of Directors, and members of our Audit
and Risk Management Committee received $2,000 for each meeting
attended. The committee chairpersons also received an
additional retainer of $3,000.

The 1999 Outside Director Restricted Stock Compensation Plan
covers only our non-employee directors and the non-employee
directors of our subsidiaries,

allowing an outside director to elect to receive the remainder
of his or her annual retainer fees ($25,000 in 2002) and/or
meeting attendance fees (collectively, director fees) in the
form of common shares rather than in cash, with a market value
equivalent to the cash value of the fees. The outside director
plan allows the grant of up to 100,000 common shares through
December 31, 2009. Grants under the outside director plan may
be for one or more years of future service. The common shares
granted under the outside director plan are subject to
forfeiture on a pro rata basis if the outside director
recipient does not serve until the end of the outside director
plan year to which the common shares apply. Forfeited common
shares will revert to us.

A committee, appointed by the Board of Directors, administers
the plan. Except for an election for a calendar year in which
a person first becomes an outside director, each election is
effective for not less than one calendar year but may be made
for additional calendar years subject to any limitation
imposed by the committee at the time an election is made. A
grant of common shares for multiple years of service will be
equal to the value of the cash retainer and/or meeting fees
earned during the number of years covered by the grant.

Before delivery to outside directors, certificates issued by
the committee under the plan will be held by our Secretary for
one year after the last date covered by the election under
which the common shares were issued, or an earlier date
determined by the committee.

An outside director has only limited rights as a shareholder
with respect to common shares subject to an election until the
certificates representing those shares are issued. When a
certificate is issued, the outside director will have the
power to vote the common shares represented by the certificate
on all matters presented to a vote of our shareholders and
will be entitled to receive all dividends and other
distributions declared or paid by us on those shares. An
outside director will have no right to sell, pledge, encumber,
or otherwise dispose of any common shares issued under the
outside director plan during the time the certificates
representing common shares are held by our Secretary, other
than for transactions between the outside director and us or
any of our directors or affiliates.

At present, a total of 55,211 common shares are registered
under the outside director plan in the names of the
participating director nominees. A total of 57,527 shares have
been granted to participants in the outside director plan.
Grants made under the previous outside director plan since its
inception in 1989 total 102,402 common shares. During 2002,
directors Dean, Hackett, Kling, McGinty, Odden, and Solso
participated in the outside director plan.

Directors Dean, Odden and McGinty also serve as directors on
the board of our subsidiary, Irwin Union Bank and Trust
Company. They receive a payment of $2,000 for each meeting
they attend for that board. Director Hackett serves on the
board of Irwin Union Bank, F.S.B., for which he receives a
$3,000 yearly retainer, plus $500 for each meeting attended,
and serves on the Irwin Union Bank Business Development Board
and receives a yearly retainer fee of $1,000 and $350 for each
meeting attended.

No fees other than director fees are paid to directors for
services rendered in that capacity. Directors who are our
officers or officers of our subsidiaries do not receive any
director fees.

10.

Executive Compensation and Other Information
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Summary of Cash and Certain Other Compensation
--------------------------------------------------------------------------------

The following table provides certain summary information
concerning compensation paid or accrued by us and our
subsidiaries to or on behalf of our Chairman (who performs the
functions of chief executive officer) and each of our four
other most highly compensated executive officers for the
fiscal years ended December 31, 2000, 2001 and 2002:

SUMMARY COMPENSATION TABLE
--------------------------------------------------------------

Long-Term
Compensation All Other
Annual Compensation(1,4) Awards Compensation(5,6,7)
--------------------------------------------------------------------------------------------------
Name & Principal Position Year Salary(2) Bonus(3) Option(#)

--------------------------------------------------------------------------------------------------
William I. Miller 2002 $508,000 $ 718,858 140,400 $6,000
Chairman 2001 480,667 699,989 101,100 5,100
2000 469,333 665,400 99,900 5,100
--------------------------------------------------------------------------------------------------
John A. Nash 2002 $342,000 $ 430,901 53,300 $6,000
President 2001 324,000 425,826 38,400 5,100
2000 316,667 313,096 41,500 5,100
--------------------------------------------------------------------------------------------------
Thomas D. Washburn 2002 $260,000 $ 282,433 19,300 $6,000
Executive Vice President 2001 246,667 239,192 13,600 5,100
2000 230,000 222,488 12,800 5,100
--------------------------------------------------------------------------------------------------
Robert H. Griffith 2002 $243,333 $1,011,185 7,200 $9,000
President and CEO, 2001 220,000 852,503 4,600 7,800(8)
Irwin Mortgage 2000 158,333 142,808 3,400 7,400(8)
Corporation
--------------------------------------------------------------------------------------------------
Elena Delgado 2002 $246,667 $ 248,745 23,500 $6,000
President, Irwin Home 2001 226,667 278,589 12,700 5,100
Equity Corporation 2000 216,667 310,457 5,000 5,100
--------------------------------------------------------------------------------------------------

(1) Amounts other than salary are reported on an accrual basis.

(2) Includes amounts directed by the executive officer to be
contributed on a pre-tax basis to our savings plans.

(3) Includes short-term bonus payments from us and certain
subsidiaries and a one-time payout of deferred short-term
incentive compensation in 2002.

(4) With respect to each individual named in the Summary
Compensation Table there were no perquisites or other
personal benefits, securities or property paid in the years
shown which, in the aggregate, exceeded either $50,000 or
10% of the total of such individual's annual salary and
bonus.

(5) Excludes for Messrs. Miller, Nash and Washburn benefits
accrued under our supplemental retirement benefit plan. See
"Supplemental Retirement Benefit Plan."

(6) Includes contributions by us or certain subsidiaries to
qualified savings plans. (See Note 7.)

(7) Detailed information relevant to the "All Other
Compensation" column for 2002 in the Summary Compensation
Table above is shown in the following table.

(8) Excludes compensation payable to Robert H. Griffith under
the terms of the Irwin Mortgage Long-Term Incentive Plan
disclosed elsewhere herein. See "Long-Term Incentive Plans."

11.

The following table contains information relevant to the "All
Other Compensation" column in the previous table:

--------------------------------------------------------------------------------

Qualified
Name Savings Plan

-------------------------------------------------------------------------------

2002
-------------------------------------------------------------------------------

William I. Miller $6,000
John A. Nash 6,000
Thomas D. Washburn 6,000
Robert H. Griffith 9,000
Elena Delgado 6,000
-------------------------------------------------------------------------------

Stock Options
--------------------------------------------------------------------------------
The following table contains information concerning the grant
of stock options under our 2001 Stock Option Plan to each
named executive officer during 2002:

OPTION GRANTS IN LAST FISCAL YEAR
--------------------------------------------------------------

Percent of
Total Options Exercise
Granted to or Base
Options Employees Price Expiration Grant Date
Name Granted(1)# in Fiscal Year ($/SH) Date Present Value(2)
--------------------------------------------------------------------------------------------------

William I. Miller 140,400 27.76 $15.65 2/14/12 $1,151,280
John A. Nash 53,300 10.54 15.65 2/14/12 437,060
Thomas D. Washburn 19,300 3.82 15.65 2/14/12 158,260
Robert H. Griffith 7,200 1.42 15.65 2/14/12 59,040
Elena Delgado 23,500 4.65 15.65 2/14/12 192,700
--------------------------------------------------------------------------------------------------

(1) All grants are subject to a vesting schedule where 25% of
each grant is vested on the date of the grant and 25% of
each grant vests on the anniversary date of each grant in
each of the three years following the grant.

(2) For the options expiring 2/14/2012, total option values
shown in the far right-hand column were derived using the
Binomial option pricing model. Assumptions used in the
valuation included an expected volatility factor of .40, an
expected future dividend yield of .01, a risk-free rate of
return of .0495, and an expiration date of 10 years. The
Binomial model suggests a valuation of $8.20 per share under
these assumptions. The Black-Scholes option pricing model
would suggest a valuation of $8.15 per share under these
same assumptions. The use of a single value as shown in the
table above implies a precision to stock option valuation
that we do not believe exists and that therefore may cause
the above table to be misleading. Accordingly, there is no
assurance that the value realized on the options, if any,
will be at or near the value estimated by the Binomial
option pricing model. Future compensation resulting from
option grants is based solely upon the performance of our
stock price.

The Board of Directors has not chosen to expense stock
options. The Board wishes to analyze new guidance from the
Financial Accounting Standards Board, SEC, or other relevant
authority regarding the standardization of valuation methods,
should such guidance be forthcoming. In the absence of a
uniform valuation method for public companies, we will
continue to disclose the impact of expensing stock options
using our valuation method.

12.

In February 2002, options to purchase a total of 627,800
shares were granted under our 2001 Stock Plan, including
243,700 options granted to the named executive officers. The
options are exercisable at a price of $15.65, which was the
average of the closing bid and asked prices of our common
stock reported immediately prior to the pricing of our common
stock offering on February 14, 2002.

Option Holdings
--------------------------------------------------------------------------------

The following table provides information, with respect to each
named executive officer, concerning the exercise of options
during 2002 and unexercised options held as of the end of
2002:

AGGREGATED OPTIONS EXERCISED IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

-----------------------------------------------------------------------------------------------------------
Shares
Acquired
on Number of Securities Value of Unexercised
Exercise Value Underlying Unexercised In-the-Money Options
Name (#) Realized Options at Fiscal Year-End at Fiscal Year-End(1)
-----------------------------------------------------------------------------------------------------------
Exercisable Unexercisable Exercisable Unexercisable

-----------------------------------------------------------------------------------------------------------
William I. Miller -- -- 376,575 180,825 $864,760 $89,505
John A. Nash 88,400 $1,192,300 167,150 69,550 285,458 33,979
Thomas D. Washburn -- -- 111,765 24,475 607,170 12,304
Robert H. Griffith -- -- 11,970 8,550 7,155 4,590
Elena Delgado -- -- 22,975 25,225 13,431 14,981
-----------------------------------------------------------------------------------------------------------

(1) The closing price of our common shares on December 31, 2002
was $16.50 per share.

Long-Term Incentive Plans
--------------------------------------------------------------------------------

The following table provides information concerning an award
made during 2002 under the Irwin Mortgage Long-Term Incentive
Plan to named executive officer Robert H. Griffith. The award
represents an accrued liability. This Plan is based on
cumulative net income performance over a three-year period,
with targets established by the Board of Directors of Irwin
Mortgage. Payments are made at the end of the three-year plan
cycle.

LONG-TERM INCENTIVE PLAN AWARDS IN LAST FISCAL YEAR
--------------------------------------------------------------

Number of
Shares, Performance or
Units or Other Period Until Estimated Future Payouts
Other Maturation or Under Non-Stock Price-Based
Name Rights Payout Plans ($ or #)

-------------------------------------------------------------------------------------------
Deferrable Compensation
Robert H. Griffith $445,427 under Terms of the Plan $445,427
-------------------------------------------------------------------------------------------

13.

Pension Plans
--------------------------------------------------------------------------------

We and certain participating companies of our subsidiaries
maintain a non-contributory qualified defined benefit
Employees' Pension Plan. This plan provides for retirement
benefits to most of the officers and employees of these
companies. Under the provisions of this plan, participating
companies will contribute assets sufficient to pay all
benefits to plan participants. Contributions to this plan are
actuarially determined to fund the current service cost on a
current basis and to fund initial past service costs over a
period of 30 years. Employees who have completed one year of
service (1,000 hours worked during a 12-month period) are
eligible for participation. Benefits vest after five years of
vesting service. In addition to benefits paid to retiring
employees, death and deferred termination benefits are
available to employees who meet certain conditions under this
plan.

The table below shows the estimated annual benefits payable,
based upon reasonable assumptions, under this plan as in
effect on December 31, 2002. Basic wages considered for this
plan are for the five consecutive plan years of highest
compensation, and include basic compensation, commissions, and
payments from short-term bonus plans. In accordance with
Section 401(a)(17) of the Internal Revenue Code of 1986, basic
wages above $200,000 are not used in the calculation of plan
benefits.

---------------------------------------------------------------
Years of Service
---------------------------------------------------------------
Remuneration 15 20 25 30 35
---------------------------------------------------------------

$ 50,000 $10,800 $14,400 $18,000 $18,300 $ 18,700
75,000 18,100 24,100 30,200 31,300 32,500
100,000 25,400 33,900 42,300 44,300 46,300
125,000 32,700 43,600 54,500 57,300 60,100
150,000 40,000 53,400 66,700 70,300 73,900
175,000 47,300 63,100 78,900 83,300 87,700
200,000 54,700 72,900 91,100 96,300 101,500
225,000 54,700 72,900 91,100 96,300 101,500
250,000 54,700 72,900 91,100 96,300 101,500
275,000 54,700 72,900 91,100 96,300 101,500
300,000 54,700 72,900 91,100 96,300 101,500
350,000 54,700 72,900 91,100 96,300 101,500
400,000 54,700 72,900 91,100 96,300 101,500
450,000 54,700 72,900 91,100 96,300 101,500
500,000 54,700 72,900 91,100 96,300 101,500
---------------------------------------------------------------

The current years of service at December 31, 2002, for the
individuals named in the compensation tables above, are as
follows: Mr. Nash (36), Mr. Washburn (26), and Mr. W. Miller
(12). Mr. Griffith and Ms. Delgado are not covered by the
Plan.

Benefits listed in the pension plan table are payable under
various annuity options and are not subject to any deduction
for Social Security or other offset amounts. This plan was
amended effective January 1, 2000. For service after January
1, 1994, Mr. Washburn received an additional benefit accrual
equal to 75% of his usual benefit. In 1999, Mr. Washburn
received a one-time benefit accrual equal to 225% of his usual
benefit. This increase brings Mr. Washburn into parity with
other executives. For service after January 1, 1994, Mr.
Miller received an additional benefit accrual equal to 75% of
his usual benefit.
14.

Supplemental Retirement Benefit Plan
--------------------------------------------------------------------------------

On May 19, 1992, the Board of Directors approved our
Compensation Committee's recommendation to provide a
supplemental executive retirement benefit to William I.
Miller. A similar benefit was approved prior to 1992 for John
A. Nash. A similar benefit was implemented on January 1, 2000
for Thomas D. Washburn. On April 25, 2002, the Board of
Directors approved the Compensation Committee's recommendation
to restate Supplemental Executive Retirement Plans for Messrs.
Miller, Nash, and Washburn. The plans were restated to ensure
consistency with current tax law and our current pension plan.
The benefit provides the participants with an amount of
company-provided benefits not provided under the pension plan
because of the limitations imposed by Sections 415 and
401(a)(17) of the Internal Revenue Code. Criteria used to
determine amounts payable under this benefit are the same as
those used by our pension plan; that is, service with us, age
at retirement, and earnings. Benefits are measured in the same
manner as under the pension plan, using credited service with
us. Method of payment of the supplemental benefit is a monthly
annuity payable for life, with a guarantee of 180 payments.

The table below shows the estimated annual benefits payable,
based upon reasonable assumptions, under this plan as in
effect on December 31, 2002:

-------------------------------------------------------------------
Years of Service
-------------------------------------------------------------------
Remuneration 15 20 25 30 35
-------------------------------------------------------------------

$ 170,000 $ 0 $ 0 $ 0 $ 0 $ 0
200,000 0 0 0 0 0
275,000 21,900 29,300 36,600 39,000 41,400
350,000 43,900 58,500 73,100 78,000 82,900
425,000 65,800 87,800 109,700 117,000 124,300
500,000 87,800 117,000 146,300 156,000 165,800
575,000 109,700 146,300 182,800 195,000 207,200
650,000 131,600 175,500 219,400 234,000 248,600
725,000 153,600 204,800 255,900 273,000 290,100
800,000 175,500 234,000 292,500 312,000 331,500
875,000 197,400 263,300 329,100 351,000 372,900
950,000 219,400 292,500 365,600 390,000 414,400
1,025,000 241,300 321,800 402,200 429,000 455,800
1,100,000 263,300 351,000 438,800 468,000 497,300
1,175,000 285,200 380,300 475,300 507,000 538,700
-------------------------------------------------------------------

Compensation Committee Interlocks and Insider Participation
--------------------------------------------------------------------------------

Members of the Committee are Ms. Dean, and Messrs. Goodrich
and Kling. No member of the Compensation Committee of our
Board of Directors was, during 2002, an officer or employee of
a company on whose compensation committee an officer or
employee of the Corporation serves. Nor was any member of the
Compensation Committee, during 2002, an officer or employee of
ours or any of our subsidiaries.

15.

Board Compensation Committee Report on Executive Compensation
--------------------------------------------------------------------------------

Executive compensation is reviewed and approved annually by
the Compensation Committee of the Board of Directors. Each
member of the Compensation Committee is a non-employee
director. Set forth below is a report submitted by Ms. Dean
and Messrs. Goodrich and Kling in their capacity as the
Board's Compensation Committee addressing the Corporation's
compensation policies for 2002. The principal executive
officer of the Corporation is the Chairman, Mr. William I.
Miller.

I. Compensation Policy for Executive Officers
--------------------------------------------------------------------------------

The Compensation Committee believes that compensation plans
are only one element in our overall system of executive
compensation. Furthermore, appropriate compensation policies
are a necessary, but not sufficient, condition for achieving
our goals. A good compensation system will not guarantee that
we achieve our goals, but a poor system can result in those
goals not being achieved.

This interdependence requires that our compensation system
align with our guiding philosophy (what we believe), our
mission (what we want to be), and our strategy (what we want
to do). Our guiding philosophy and the kinds of people needed
to bring this alignment to life are the starting points for
developing our philosophy and system of compensation.

Our executive compensation system focuses on the total
compensation package of our top executives. Our objective is
to correlate total compensation with our performance so that
median performance relative to similar companies in our
industry will produce median total compensation for
individuals relative to comparable positions in peer
companies. Likewise, inferior performance will produce below
median compensation, and superior performance will produce
above median compensation.

This approach requires that we start by defining the
appropriate peer group, both for individual positions and the
Corporation as a whole. For individual positions, this
decision is based on the relative level and scope of
responsibilities inherent in the position, and the talent and
skills required for success.

The traditional measure for the scope of responsibilities in
commercial banks and bank holding companies is asset size.
Mortgage banking companies generally look at both loan closing
volume and loan servicing size. Consumer finance companies
consider origination volume. Our strategy is to enhance
capital productivity, which is defined as generating
proportionately larger streams of revenues and profits from a
given capital and asset base. Asset growth in itself is not
one of our strategic objectives, and our success is not
defined only by asset size, loan volume, or servicing size. As
a result, in calibrating the scope of responsibility of a
given position, we look at comparable positions in other
companies in multiple asset-size groups as well as peer
companies defined by other measures (such as total market
capitalization or revenues) when they are available.

Performance comparisons are generally made from the
shareholders' perspective. That is, groups of companies are
selected that may be seen as alternative

16.

investments by current and prospective investors. Even so, our
most direct competitors for executive talent are not
necessarily all of the companies that would be included in a
peer group selected to compare shareholder returns. Thus,
although there may be some overlap, the surveys selected for
compensation review purposes do not contain information on the
same companies as those found in the peer group indices in the
Comparison of Five-Year Cumulative Total Return graph which
follows this report.

All of our operating companies (including the Corporation as a
separate entity) use multiple sources of both compensation and
performance data because experience has shown that results can
vary greatly from one survey to the next. In the case of
compensation market data, the Compensation Committee is
provided with multiple sources of data on each executive
position reviewed. When available, the information is in the
form of 25th percentile, median, and 75th percentile
compensation. Four different market compensation comparisons
were considered for the Chairman in 2002, including a
proxy-based custom study of fifteen bank holding companies
conducted by the executive compensation consulting firm Watson
Wyatt.

Historically, total compensation has been defined in surveys
to include only base salary and the annual bonus. When
reliable information on the present value of long-term grants
is available, it is used as additional support for
compensation decisions.

The percent of total compensation that is variable increases
with the executive's position. This approach is consistent
both with the individual's influence on results and his/her
economic capacity to tolerate volatility in compensation
levels.

In addition to information on the market level of
compensation, members of the Compensation Committee review a
summary of individual performance over the past year,
including key accomplishments, strengths, and opportunities
for improvement. They also may consider their own subjective
assessments of an executive's performance and relative
contribution to the organization.

II. The Elements of Executive Compensation and Corporate Performance
--------------------------------------------------------------------------------

There are three elements of executive compensation and
corporate performance: base salary, annual short-term bonus,
and long-term incentives.

A. Base Salary

Base salary is important in achieving the goal of attracting
and retaining qualified executives. Base salary is generally
targeted to be at the median of similar positions in the
industry. Exceptions may exist when a higher level of base
salary would be required to attract or retain a uniquely
qualified executive officer. In order to maintain the target
position, annual increases are approximately equal to the
median increases in the respective industries in which our
operating companies compete unless the growth of the company
warrants comparison with a larger peer group in that industry.
The total base salary paid to the Chairman in 2002 was
$508,000, up 5.7% from 2001.

17.

B. Annual Short-Term Bonus

The annual bonus is the component that provides a variable
current cash compensation reward for above median current
performance. Each executive officer participating in the
annual bonus plan has a target opportunity expressed as a
percentage of base salary. We believe that this method, when
combined with properly selected performance targets, rewards
managers for making investments in future performance, valuing
consistency, and managing risk.

Operating company presidents receive part of their target
annual bonuses based upon the performance of their respective
companies, and part based upon consolidated performance of the
Corporation. Thus, they have financial incentives to achieve
synergies between operating companies.

We believe that the best performance targets are those that
are objectively and consistently measured, as well as easily
understood by participants. The bonus plans of the Corporation
and its operating companies include return on equity or a
proxy for return on equity as a key performance measure. The
Board of Directors approves specific performance targets each
year for each operating company and the Corporation. The
targets are based upon a variety of factors, including
historical and expected industry performance, the estimated
required rate of return by investors, and the prior year's
budgeted and actual performance. Bonus payments begin at a
threshold level and increase proportionately as performance
increases.

The short term bonus plan awards, when granted, are made to
executives as a lump sum and within ninety days after our
annual earnings are released to the public.

C. Long-Term Incentives

Long-term incentive plans supplement the incentive provided by
annual bonus plans for building the value of the Corporation
over the long term. Operating company heads may receive the
majority of their long-term compensation based upon growth in
the value of their subsidiary operating company. Certain
holding company executive officers and some operating company
executive officers are provided with long-term incentive
compensation through grants of non-qualified stock options.
The 2001 Irwin Financial Corporation Stock Plan includes the
ability to grant non-qualified stock options, stock
appreciation rights, incentive stock options, restricted stock
and phantom stock. Grants to executive officers in 2002 were
made in the form of non-qualified stock options.

Our officers and employees could acquire up to 12% of the
issued and outstanding shares of our common stock if:

- all shares set aside for issuance under our stock option
plans were granted; and

- officers and employees who received grants under our
plans exercised all of those grants; and

- holders of options paid for option exercises without the
use of previously issued shares.

18.

However, several variables could significantly reduce the
percentage of common stock that officers and employees could
acquire. Acquisition percentage would decrease if:

- officers and employees paid for stock options with
previously issued shares; or

- employees departed without exercising options previously
granted to them; or

- options were forfeited, if, for example, the price of our
common stock fell below the option exercise price. (As of
March 10, 2003, the trading price of our common stock was
below the exercise price of approximately 37% of current
outstanding options.)

The dilutive impact of stock options issued in 2002 was a $.01
reduction to our 2002 basic earnings per share of $1.99.

III. Formulation of the Chairman's Compensation
--------------------------------------------------------------------------------

Mr. Miller's current compensation package includes a base
salary of $520,000 plus an annual bonus at target performance
of 60% of base salary or $312,000. As noted above, there is no
single, clear measure of market compensation for executive
positions in the Corporation. The Compensation Committee used
four different market surveys for the Chairman's position in
2002. Based on these surveys, estimates of the 25th
percentile, median, and 75th percentile points of total annual
compensation were made.

Actual total cash compensation paid to Mr. Miller for 2002 was
$1,226,858, up 3.9% from 2001. $238,378 of this amount was a
one-time payment from our short-term bonus plan, which was
amended in 2002. In accordance with the plan's prior design, a
portion of each year's bonus amount was deferred. When the
plan was amended in 2002, prior deferred amounts were paid to
participants. Even though a substantial portion of Mr.
Miller's compensation is based upon our financial performance
during the year, some of his compensation is not tax
deductible to the Corporation for 2002 under Internal Revenue
Code Section 162(m). Section 162(m) limits the tax
deductibility of an executive's compensation in excess of $1
million unless certain criteria are satisfied.

For long-term incentive compensation purposes, Mr. Miller
received an option grant of 140,400 shares in 2002 at an
exercise price of $15.65 per share (representing the mean
between the bid and asked closing prices on the grant date).
Through employment of the Binomial option pricing model, we
estimate that the present value of the 2002 options at grant
date to be $1,151,280. Due to his opportunity to participate
in the Irwin Ventures LLC long-term compensation plan
beginning in 2000, Mr. Miller's stock option grant was reduced
by 5%. The Irwin Ventures plan pays participants only on
occurrence of realized gains or losses by Irwin Ventures LLC.
To date, there have been no payments to

19.

Mr. Miller under the terms of the Irwin Ventures plan. Mr.
Miller has also received the following grants:
--------------------------------------------------------------------------------

Number of
Year Outstanding Options Exercise Price
--------------------------------------------------------------------------------------

2002......................................... 140,400 $15.65000
2001......................................... 101,100 $21.38000
2000......................................... 99,900 $16.96875
1999......................................... 49,600 $24.09375
1998......................................... 28,020 $28.18750
1997......................................... 42,180 $13.68750
1996......................................... 41,400 $10.65625
1995......................................... 54,800 $7.84375
--------------------------------------------------------------------------------------

These eight grants are the only outstanding long-term grants
for Mr. Miller.

Return on average equity for 2002 was 16.66%, compared to
21.83% in 2001. We believe that 2002 performance will have
been slightly above peer median, and 2001 was in the top
quartile of peer performance based on return on average
equity. Total shareholder return (including dividends and
price appreciation) was -1.35% for 2002 and 18.75% for 2001
for Irwin Financial. These returns compare to 3.6% in 2002 and
12.76% in 2001 for the Russell 2000 Financial Services Sector
Index.

20.

Comparison of Five-Year Cumulative Total Return
Irwin Financial Corporation, Russell 2000 & Russell 2000 Financial Services
Sector*
--------------------------------------------------------------------------------

RUSSELL 2000 FINANCIAL
IRWIN FINANCIAL RUSSELL 2000 SERVICES SECTOR
--------------- ------------ ----------------------

1997 100.00 100.00 100.00
1998 131.00 98.00 90.00
1999 86.00 118.00 86.00
2000 104.00 115.00 103.00
2001 85.00 118.00 116.00
2002 84.00 94.00 120.00

* The Corporation is included in both the Russell 2000 and
Russell 2000 Financial Services indices.

Sally A. Dean David W. Goodrich William H. Kling

21.

Interest of Management in Certain Transactions
--------------------------------------------------------------------------------

Certain of our directors, officers and associates were
customers of and had transactions with our subsidiaries in the
ordinary course of business during the past year, including
insurance services, corporate and personal trust services,
general commercial and mortgage banking business, and consumer
mortgages, loans and lines of credit. Other transactions may
be expected to take place between such persons and these
subsidiaries. All outstanding loans and commitments included
in such transactions were made in the ordinary course of
business and on substantially the same terms, including
interest rates and collateral, as those prevailing at the time
for comparable transactions with other persons and did not
involve more than the normal risk of collectibility or present
other unfavorable features.

Companies controlled by Irwin Miller, the Estate of Clementine
M. Tangeman, and William I. Miller purchased commercial paper
from us from time to time. The maximum amount outstanding was
$23,499,711 during 2002 and the amount outstanding was
$14,120,898 at year end 2002. In the opinion of management,
the rates paid by us on these commercial paper transactions
were comparable to the prevailing rates for such transactions
at the time of the respective transactions.

In addition to corporate and personal trust services and
general banking business, companies owned or controlled by Mr.
Irwin Miller and the Estate of Clementine M. Tangeman
purchased insurance services (offered by a subsidiary of Irwin
Union Bank and Trust, Irwin Union Insurance, Inc., to the
companies and to the public, generally, as a regular service)
for the sale of which Irwin Union Insurance, Inc. received
gross commissions of approximately $15,823 in 2002. The
commissions paid were at the same rate as those prevailing on
comparable sales to the general public.

We made payments totaling $56,200 in 2002 to a company
controlled by Mr. Irwin Miller and the Estate of Clementine M.
Tangeman in exchange for the administrative and support
services of an employee of such company. In the opinion of
management, such payment was comparable to, or more favorable
to us, than the cost of hiring an additional employee.

As part of our incentive compensation programs, we have
provided certain key managers of our lines of business with
minority interests in the subsidiaries they manage, including
two of our executive officers -- Elena Delgado, who heads our
home equity lending line of business, and Joseph LaLeggia, who
heads our commercial finance line of business. Under our
arrangement with Mr. LaLeggia, he is entitled to a 5% minority
interest in the common stock of our subsidiary Irwin
Commercial Finance Corporation, the parent company of our
leasing line of business. Mr. LaLeggia continues to own an
indirect minority interest in Onset Capital Corporation, our
Canadian leasing subsidiary, which interest he held when we
acquired Onset Capital in 2000.

We have entered into shareholder agreements with Irwin Home
Equity and its minority common shareholders, including Elena
Delgado. The shareholder agreements, together with the common
shares of Irwin Home Equity held by these individuals, in
effect provide them with a 10% aggregate interest -- and

22.

Ms. Delgado with a 5% interest -- net of our preferred
interest, in the value of the home equity line of business.

Pursuant to the shareholder agreement with Ms. Delgado, as
most recently amended in January 2001, Ms. Delgado's 5%
interest in the common stock of Irwin Home Equity Corporation
is subject to certain anti-dilution provisions. The agreement
provides that in the event of Ms. Delgado's termination for
"serious cause" (as defined in the agreement), all of her
shares will be forfeited and transferred back to us. The
agreement also provides that in the event that Ms. Delgado and
Irwin Financial enter into an agreement whereby we agree to
repurchase any or all of her shares, the purchase price of
such shares shall be equal to the fair market value of such
shares, as determined initially by Irwin Home Equity's board
of directors in accordance with the agreement. In the event of
any disagreement with the initial valuation, the agreement
provides for an appraisal process to determine the fair market
value of the shares. All such appraisals must take into
account not only the value of the shares beneficially owned by
Ms. Delgado in Irwin Home Equity, but also the value
attributable to the home equity line of business segment of
Irwin Union Bank and Trust. In connection with the
reorganization of certain of our subsidiaries that hold
residual assets from previous home equity securitizations, it
is contemplated that the definition of fair market value in
the agreement will be amended to include, in addition to its
existing components, the value of any such residual assets
that continue to be owned by us but are no longer held
directly or indirectly by Irwin Home Equity or Irwin Union
Bank and Trust. If we propose to sell any of our shares of
Irwin Home Equity, Ms. Delgado has certain "co-sale" rights
under the agreement entitling her either to sell a pro rata
portion of her Irwin Home Equity shares at the same time and
to the same purchaser, or alternatively, to purchase from us a
pro rata portion of the shares we have proposed to transfer,
in each case on the same terms and conditions as our proposed
sale.

In connection with our effort to reduce the concentration of
residual assets at Irwin Union Bank and Trust in light of the
new regulatory capital rules, we reorganized certain
subsidiaries that held residual assets from previous home
equity securitization transactions and created two new
subsidiaries to hold those assets. As part of this
reorganization, we have proposed issuing a 10% minority
interest in the common stock of one of the new subsidiaries to
the minority shareholders of Irwin Home Equity, including Ms.
Delgado. If the minority interest were issued, we would
anticipate receiving a preferred interest in an amount equal
to the then current value of any residual assets we
contributed to this subsidiary. To the extent we realize
returns on the residual assets in excess of our liquidation
preference, Ms. Delgado and the other minority shareholders
would share proportionately with us as common shareholders in
the excess return.

In January 2002, we entered into loan agreements with four
executives who are also minority shareholders of Irwin Home
Equity, including Ms. Delgado. The principal amount of the
loan made to Ms. Delgado was $1.025 million. The loan, which
has a term of three years, bears interest at a rate of 2.710%
compounded semiannually and is secured by a pledge of Ms.
Delgado's ownership interest in the home equity line of
business (including all her common shares of Irwin Home Equity
and all rights under her shareholder agreement as well as any
shares of

23.

capital stock of any other entity to which assets of Irwin
Home Equity may be assigned or distributed from time to time
in connection with the reorganization of this line of
business). Amounts due on the loan are payable upon the
earlier of maturity of the loan or Ms. Delgado's receipt of
proceeds as the result of certain liquidity events.

In addition, as part of employment agreements and incentive
arrangements currently being discussed with Irwin Home Equity
management, we have proposed, subject to certain conditions,
that we make certain tax "gross up" payments to the minority
shareholders, including Ms. Delgado. Under the proposal, if
certain conditions are met, the payments would occur if we or
Irwin Home Equity purchased shares of Irwin Home Equity from
the minority shareholders and they were required to treat any
portion of their sale proceeds as ordinary income for tax
purposes.

Irwin International Corporation is the subsidiary in our
commercial finance line of business that owns approximately 78
percent of our Canadian Leasing subsidiary, Onset Capital
Corporation. The minority shareholder of Onset Capital is
Onset Holdings, Inc., a Canadian company owned directly and
indirectly by members of Onset Capital's senior management.
Irwin International entered into a shareholder agreement with
Onset Holdings under which, upon the occurrence of certain
events, Irwin International may exercise a call option for a
specified number of Onset Capital shares held by Onset
Holdings. The purchase price for the shares subject to the
call option is equal to the fair market value of such shares,
as determined by Onset Capital's board of directors in
accordance with the agreement. In the event of any
disagreement with the initial valuation, the agreement
provides for an appraisal process to determine the fair market
value of the shares. In addition to its call right, Irwin
International also has a right of first refusal to purchase
the shares held by Onset Holdings on the same terms and
conditions as those set forth in any bona fide offer made by a
third party for those shares.

If Irwin International proposes to sell any of its shares of
Onset Capital, Onset Holdings has certain co-sale rights under
the agreement, entitling it either to sell a pro rata portion
of its Onset Capital shares at the same time and to the same
purchaser, or alternatively, to purchase from Irwin
International a pro rata portion of the shares Irwin
International has proposed to transfer, in each case on the
same terms and conditions as Irwin International's proposed
sale. In addition, Irwin International has a conditional right
to compel Onset Holdings to participate in a sale to a third
party subject to Onset Holdings' right to purchase all of
Irwin International's shares for a purchase price based on the
aggregate transaction value set forth in the third party
offer. If Onset Holdings does not exercise this right, both
shareholders will take any actions necessary to consummate the
sale to the third party. In addition to the sale and purchase
rights, the shareholder agreement also provides that Onset
Holdings' interest in the common stock of Onset Capital is
subject to certain anti-dilution provisions.

During 2001, Irwin Ventures entered into a management
arrangement with certain members of senior management,
including our Chairman, William I. Miller, and Executive Vice
President, Thomas D. Washburn. Under the arrangement,
participating individuals have a carried interest entitling
them, in the
24.

aggregate, to up to 20% of the profits earned on venture
investments made by Irwin Ventures. No amounts are currently
accrued to the accounts of Messrs. Miller and Washburn under
this carried interest arrangement. In addition, certain of our
executive officers participate in a private fund organized to
co-invest with Irwin Ventures. At the beginning of each
calendar year, participants may elect to contribute to the
fund a portion of their annual bonus to be received for that
year, up to a current maximum limit of $25,000. The agreement
governing this fund originally authorized us, at the election
of each individual participant, to make a matching
contribution in the form of a non-recourse loan to fund up to
50% of the participant's annual investment in the
co-investment fund. Following the adoption of a recent federal
law that imposes a prohibition on loans to executive officers,
we amended this agreement effective July 30, 2002 to eliminate
this non-recourse loan feature. The aggregate amount of the
annual investment is contributed to the fund effective January
1 following the year in which the election is made. To date,
Messrs. Davis, Ehlinger, Griffith, Nash, Souza and a former
executive officer have made co-investments with Irwin Ventures
through this fund totaling $430,000 through 2002 and have
elected to co-invest a total of an additional $10,000 during
2003. These amounts invested through 2002 include non-recourse
loans made to these individuals prior to July 30, 2002 in the
aggregate amount of $215,000. These loans bear interest at
rates of 8.0% and 6.75% and are secured by a pledge of the
participant's proportionate interest in the co-investments
made during the applicable year.

From 1998 through 2001, our executive officers participated in
an annual short-term bonus plan that we implemented in 1998.
In general, provided the company met or exceeded certain
target levels of financial performance, the plan provided for
payment of annual cash bonuses determined according to a
formula based on specified percentages of the executive's base
pay. The deferral of a portion of these bonuses was mandatory.
Participants could then elect to defer all or any portion of
the bonus payment. Deferred amounts were accrued and credited
to accounts of the individual participants for future payouts
under the plan. In 2002, the 1998 plan was terminated, and a
new plan was adopted. In the new plan, the mandatory deferral
of a portion of a participant's bonus was discontinued.
Beginning for bonuses earned in 2002, all amounts earned as a
bonus and not deferred at the election of the participant will
be paid annually and, except for any elective deferrals, no
amount would be accrued for distribution in future years. In
2002 we distributed to current participants the balances of
their mandatory deferrals. The aggregate deferred amount paid
to our executive officers is $1,209,196, which includes
amounts payable to Messrs. Miller ($238,378), Nash ($134,451),
Washburn ($78,383) and Griffith ($445,732) and Ms. Delgado
($97,229).

In 1998, we purchased a 12.5% interest in a Hawker 800
aircraft owned by Cummins Inc. Cummins also provides
maintenance and flight services for the aircraft. We paid
management fees of $109,710 in 2002 for our ownership
interest. We paid $91,164 in 2002 in operating costs to
Cummins in connection with the aircraft. We also have a
timeshare agreement with Cummins for the use of a substitute
aircraft when the jointly-owned aircraft is undergoing major
maintenance. The costs and terms associated with the ownership
interest and operation of the aircraft were considered at
least as favorable as other alternative
25.

aircraft arrangements. The costs charged under the timeshare
agreement are those permitted by Federal Aviation Regulations.
Chairman Miller is also a director of Cummins Inc. Mr. Solso,
one of our directors, is Chairman, Chief Executive Officer and
a director of Cummins Inc.

In 1979, Irwin Union Insurance, Inc., as an independent
property/casualty insurance agency, was appointed to represent
and offer property/casualty and liability products of The St.
Paul Companies to its customers. Mr. Kling, one of our
directors, is also a director of The St. Paul Companies. Irwin
Union Insurance, Inc. received gross agency commissions of
$6,175 in 2002 from The St. Paul Companies.

Audit and Risk Management Committee Report
--------------------------------------------------------------------------------

The Audit and Risk Management Committee is composed of four
independent directors and assists the Board of Directors in
fulfilling its oversight responsibilities. A charter governs
the purpose, composition and activities of the Audit and Risk
Management Committee, and a copy of the charter is included in
Appendix A. In assisting the Board of Directors, the Audit and
Risk Management Committee has performed the following:

- Reviewed and discussed the audited financial statements with
management;

- Discussed with the independent auditors the matters required
to be discussed by Statement on Auditing Standard No. 61
(Communication with Audit Committees);

- Received the written disclosures and letter from the
independent accountants required by Independence Standards
Board Standard No. 1 (Independence Discussion with Audit
Committees), and has discussed with the auditors the
auditors' independence.

Based on the reviews and discussion referred to above, the
Audit and Risk Management Committee has recommended to the
Board of Directors that the audited financial statements be
included in our Annual Report on Form 10-K and the Annual
Report to Shareholders for the year ended December 31, 2002.

Audit and Risk Management Committee members are John C.
McGinty, Jr. (Chairman), Sally A. Dean, John T. Hackett, and
Brenda J. Lauderback.

In addition to this statement, the fees paid to
PricewaterhouseCoopers must also be disclosed in the proxy.
Accordingly, the fees are reflected in the following section
titled "Independent Public Accountants."

Independent Public Accountants
--------------------------------------------------------------------------------

PricewaterhouseCoopers LLP, certified public accountants, will
audit the books and accounts of the Corporation for 2003. Each
professional service performed by PricewaterhouseCoopers LLP
during 2002 was reviewed and the possible effect of such
services on the independence of the public accounting firm was
considered by the Audit and Risk Management Committee. No
member of the firm has any material interest, financial or
otherwise, in us or any of our subsidiaries.

26.

We have invited representatives of PricewaterhouseCoopers LLP
to be present at the Annual Shareholders' Meeting. We expect
the representatives will attend the meeting. If present, these
representatives will have an opportunity to make a statement,
if they so desire, and will be available to respond to
appropriate questions from shareholders. See "Director
Meetings and Committees" for information regarding our Audit
and Risk Management Committee.

After the completion of our audit for the year 2000, we made a
change in our selection of independent accountants. In June
2001, however, we decided to re-engage our previous
independent accountants, PricewaterhouseCoopers LLP, as more
fully explained below:

- On May 2, 2001, we dismissed PricewaterhouseCoopers LLP as
our independent accountants.

- PricewaterhouseCoopers LLP reported on our financial
statements for the fiscal years December 31, 2000 and
December 31, 1999.

- The report of PricewaterhouseCoopers LLP on our financial
statements for the fiscal years ended December 31, 2000 and
December 31, 1999, contained no adverse opinion or
disclaimer of opinion and was not qualified or modified as
to uncertainty, audit scope or accounting principles.

- Our Audit Committee recommended, and our Board of Directors
approved, effective as of May 2, 2001, the decision to
change independent accountants.

- In connection with its audits for the fiscal years ended
December 31, 2000 and December 31, 1999, and through May 2,
2001: (1) we had no disagreements with
PricewaterhouseCoopers LLP on any matter of accounting
principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements if not
resolved to the satisfaction of PricewaterhouseCoopers LLP
would have caused it to make reference thereto in its
reports on the financial statements for such periods; and
(2) there has been no matter that was the subject of a
reportable event (as defined in Regulation S-K, Item
304(a)(1)(v)).

- Effective as of May 8, 2001, we engaged Deloitte & Touche
LLP as our new independent accountants to audit our
financial statements. During the fiscal years ended December
31, 2000 and December 31, 1999, and through May 2, 2001, we
did not consult with Deloitte & Touche LLP regarding the
application of accounting principles to any transaction or
the type of audit opinion that might be rendered on our
financial statements or any matter that was the subject of a
disagreement or reportable event with the former auditor.

- During its review of our financial statements for the first
quarter of 2001, Deloitte & Touche LLP advised us that it
did not agree with our accounting treatment under SFAS 125
for a portion of a securitization program that contained a
recourse provision. We historically had delayed revenue
recognition with respect to a portion of the securitization
until the recourse provision had expired and our legal
counsel rendered an opinion that such securitization would
be treated as a sale by our special purpose subsidiary. We
submitted this accounting issue for review to the staff of
the Securities and Exchange Commission on May 31, 2001.
After discussion with staff of the SEC, we
27.

determined and communicated to Deloitte & Touche LLP on June 20, 2001 that it
was appropriate to account for our securitization programs consistent with our
historical financial statements. Deloitte & Touche LLP was offered the
opportunity to accept our position as to the treatment of
our financial statements or to resign. On June 22, 2001,
Deloitte & Touche LLP resigned as our independent
accountants.

- Deloitte & Touche LLP has not, since its appointment by us
on May 8, 2001, reported on any financial statements or
reports filed on behalf of us;

- Our Audit Committee recommended, and our Board of Directors
approved, effective as of June 26, 2001, the decision to
change independent accountants;

- Since Deloitte & Touche LLP's engagement on May 8, 2001, we
had no disagreements with Deloitte & Touche LLP on any
matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which
disagreements if not resolved to the satisfaction of
Deloitte & Touche LLP would have caused it to make reference
thereto in its reports on the financial statements for such
period, except Deloitte & Touche LLP did not agree with (1)
our position to delay recognizing a sale under SFAS 125 on a
portion of a securitization program until the recourse
provision related to such portion of the securitization
program had expired and we had received a legal opinion that
the securitization would be treated as a sale by our special
purpose subsidiary, as more fully discussed above; and (2)
our preliminary position to treat the stock plan for certain
officers of our home equity line of business as a "fixed"
plan for purposes of expense recognition rather than as a
"variable" plan. On June 20, 2001, we confirmed to Deloitte
& Touche LLP that we would account for the interest as a
"variable" plan, consistent with its advice. No matter was
the subject of a reportable event (as defined in Regulation
S-K, Item 304(a)(1)(v)).

- We engaged PricewaterhouseCoopers LLP as our new independent
accountants as of June 26, 2001. Prior to that date, we had
engaged PricewaterhouseCoopers LLP as our independent
accountants from 1987 through May 2, 2001.

The aggregate audit fees billed by PricewaterhouseCoopers for
the year ended December 31, 2002 are as follows:

-----------------------------------------------------------------------------
FINANCIAL
INFORMATION
SYSTEMS DESIGN AND
IMPLEMENTATION ALL OTHER
AUDIT FEES FEES FEES
-----------------------------------------------------------------------------

Billed Unbilled
-----------------------------------------------------------------------------
$539,429 $156,541 -0 - $541,132(1)
-----------------------------------------------------------------------------

(1) Includes $106,602 of fees related to our trust preferred
stock offering and $162,630 related to tax consulting.

The Audit and Risk Management Committee considered whether the
provision of services under the "All Other Fees" category is
compatible with maintaining PricewaterhouseCoopers'
independence.

28.

Voting Procedures
--------------------------------------------------------------------------------

Shareholders owning a majority of all the common shares
outstanding must be present in person or represented by proxy
in order to constitute a quorum for the transaction of
business. Thus, approximately 13,912,449 shares will be
required at the meeting for such quorum. The four nominees
receiving the greatest number of votes at the meeting, either
in person or by proxy, will be elected as directors for the
ensuing three-year term, as indicated. Proxies returned by
brokers as "non-votes" on behalf of shares held in street name
because the beneficial owner has withheld voting instructions,
and proxies returned with abstentions, will be treated as
present for purposes of determining a quorum but will not be
counted as voting on any matter as to which a non-vote or
abstention is indicated on the proxy.

Annual Report on Form 10-K
--------------------------------------------------------------------------------

We are providing all shareholders with a copy of our Annual
Report on Form 10-K for 2002, together with all financial
statements, schedules, and a list of the exhibits filed with
the Form 10-K. If any shareholder wishes a copy of the
exhibits filed with our Annual Report on Form 10-K, we will
furnish the exhibits without charge. All requests for copies
should be in writing and directed to Gregory F. Ehlinger,
Senior Vice President and Chief Financial Officer, Irwin
Financial Corporation, P. O. Box 929, Columbus, Indiana 47202.

Deadline for Shareholder Proposals for the 2004 Annual Meeting
--------------------------------------------------------------------------------

Any proposals of shareholders that are otherwise eligible for
inclusion in our proxy material must be received at our
principal executive offices, 500 Washington Street, Columbus,
Indiana 47201, prior to November 29, 2003, in order for the
proposals to be considered for inclusion in our proxy
statement and form of proxy for the 2004 Annual Meeting
pursuant to Rule 14a-8 under the Securities and Exchange Act
of 1934. Proposals of shareholders submitted outside the
process of Rule 14a-8 (Non-Rule 14a-8 Proposals) in connection
with the 2004 Annual Meeting must be received by us by
February 12, 2004 or such proposals will be considered
untimely. Our proxy for the 2004 Annual Meeting will give
discretionary authority to the proxy holders to vote on all
Non-Rule 14a-8 Proposals we receive after February 12, 2004.

29.

Miscellaneous
--------------------------------------------------------------------------------

As of the date of this proxy statement, our Board of Directors
has no knowledge of any matters to be presented for
consideration at the meeting other than the matters described
in this proxy statement. If (a) any matters not within the
knowledge of the Board of Directors as of the date of this
proxy statement should properly come before the meeting; (b) a
person not named in this proxy statement is nominated at the
meeting for election as a director because a nominee named in
this proxy statement is unable to serve or for good cause will
not serve; (c) any proposals properly omitted from this proxy
statement and the form of proxy should come before the
meeting; or (d) any matters should arise incident to the
conduct of the meeting, then the proxies will be voted in
accordance with the recommendation of our Board of Directors.

MATT SOUZA, Secretary

March 28, 2003

30.

Appendix A

IRWIN FINANCIAL CORPORATION
AUDIT AND RISK MANAGEMENT COMMITTEE CHARTER

PURPOSE
--------------------------------------------------------------------------------

The primary function of the Audit and Risk Management Committee (the "Committee"
or ARMC) is to assist the Board of Directors in fulfilling its oversight
responsibilities by reviewing the financial reports and other financial
information provided by the Corporation to shareholders and others; reviewing
the Corporation's processes for the oversight and management of financial and
operational risks, including the system of internal control that management and
the Board of Directors have established; and reviewing the Corporation's
auditing, accounting and financial reporting processes generally. The Committee
derives its authority from the by-laws of Irwin Financial Corporation (the
"Corporation") and is hereby given all resources and authority necessary to
properly discharge its responsibilities. The Audit and Risk Management
Committee's primary duties and responsibilities are to:

- Provide an open avenue of communication among management, the internal
auditors, the independent accountants, and the Board of Directors.

- Serve as an independent and objective party to monitor the Corporation's
financial reporting process and internal control system.

- Review and appraise the qualifications and audit efforts of the Corporation's
independent accountants and internal auditing department.

The Audit and Risk Management Committee will primarily fulfill these
responsibilities by carrying out the activities enumerated below in the section
titled "Duties and Responsibilities." To the extent permitted by applicable
regulations and listing requirements, the Committee may obtain assistance from
management or staff in accomplishing these responsibilities.

COMPOSITION AND QUALIFICATIONS
--------------------------------------------------------------------------------

The Audit and Risk Management Committee will be comprised of three or more
directors. All members of the Committee will be independent directors, as
determined by the Board of Directors in accordance with guidelines of the New
York Stock Exchange and other applicable regulations. No member of the Committee
may, other than in his or her capacity as a member of the Committee, the Board
of Directors, or any other committee of the Corporation: (i) accept any
consulting, advisory or other compensatory fee from the Corporation, or (ii) be
an affiliated person of the Corporation or any of its subsidiaries. Any director
of the Corporation who is determined to be independent by the Board of Directors
but who also holds 20% or more of the Corporation's outstanding shares (or who
is a general partner, controlling shareholder or officer of any such holder)
cannot be the Chair or a voting member of the Committee.

All members of the Committee will have a working familiarity with basic finance
and accounting practices, such as the ability to read and understand fundamental
financial statements. The Chair of the Committee will have accounting or related
financial management expertise, as determined by the Board of Directors in
accordance with guidelines of the New York Stock Exchange, and at least one
member of the Committee (who may also be the Chair) shall be a financial expert,
as defined in regulations promulgated by the Securities and Exchange Commission
from time to time.

31.

Committee appointments and selection of the committee chairperson will be
approved annually by the Board of Directors.

MEETINGS
--------------------------------------------------------------------------------

The Committee will meet at least four times annually, or more frequently as
circumstances dictate. The Committee may ask members of management or others to
attend the meetings and is authorized to receive any and all pertinent
information from management as determined by the Committee. The Committee will
meet with the independent accountants, management, and the director of internal
auditing in separate executive sessions to discuss any matters that the
Committee or each of these groups believe should be discussed privately. In
addition, the Committee, or at least its Chair, will discuss with the
independent accountants and management any matters of the types described in the
Statement of Auditing Standards No. 61, Communications with Audit Committees,
which are identified in connection with the accountants' reviews of the interim
financial statements.

DUTIES AND RESPONSIBILITIES
--------------------------------------------------------------------------------

To fulfill its duties and responsibilities, the Audit and Risk Management
Committee shall perform the following:

General
--------------------------------------------------------------------------------

- The Committee will report its activities to the full Board of Directors on a
regular basis so that the Board is kept informed of its activities on a
current basis. The Committee will perform all duties determined by the Board.

- The Committee has the power to conduct or authorize investigations into
matters within the Committee's scope of responsibilities. The Committee is
authorized to retain independent counsel, accountants or other advisors as it
deems necessary.

- The Committee will do whatever else the law, the Corporation's charter or
bylaws or the Board of Directors may require or direct.

Engagement of Independent Accountants and Internal Auditor
--------------------------------------------------------------------------------

- The Committee will have sole authority for the appointment, compensation and
oversight of the independent accountants. The Committee will consult with the
Board of Directors in making such decisions.

- The Committee will have the sole authority to approve all audit engagement
fees and terms, as well as non-audit engagements of the independent
accountants. Authority to pre-approve non-audit engagements may be assigned to
the Chairman of the Audit and Risk Management Committee with communication to,
and ratification of, the full Committee at the subsequent meeting.

- The Committee will oversee the independence of the independent accountants by
reviewing all relationships the accountants have with the Corporation,
including consideration of non-audit services provided by the independent
accountants and the fees paid for such services.

- The Committee will, at least annually, obtain and review a report by the
independent accountant describing (i) its internal quality control procedures;
(ii) any material issues raised in internal quality control reviews, or peer
reviews, of the accounting firm, or by any inquiry or investigation by
governmental or professional authorities (within the preceding five years)
respecting one or more independent audits carried out by the firm; and (iii)
any steps taken to deal with any such issues.

32.

- The Committee will review and concur, by majority vote, in the appointment,
replacement, reassignment, or dismissal of the Director of Internal Auditing.

- The Committee will oversee the internal audit function. The Committee will
provide internal audit the authority to examine all records and issue
independent reports in order to provide objectivity to the internal audit
function.

- The Committee will consider, in consultation with the independent accountants
and the director of internal auditing, the audit scope and plans prepared by
the internal auditors and the independent accountants.

- The Committee will request that the director of internal auditing and the
independent accountants coordinate the internal and external audits of the
Corporation in order to avoid duplication of efforts.

Review of Internal and External Audit Work, and the Quarterly and Annual
Financial Statements
--------------------------------------------------------------------------------

- The Committee will ascertain that the independent accountants view the Board
of Directors as their client, that they will be available to the full Board at
least annually, and that they will provide the Committee with a timely
analysis of significant financial reporting issues.

- The Committee will review the following with management, the director of
internal audit and the independent accountants:

a.) The adequacy of the Corporation's risk management processes, including
any significant weaknesses in the system of internal control for
detecting and reporting financial errors, defalcations, legal violations,
and noncompliance with the Corporation's code of conduct.

b.) Management's report concerning significant deficiencies in internal
controls, and any fraud by persons with a significant role in the system
of internal controls.

c.) The independent accountant's report concerning its review of management's
assessment of the Corporation's internal controls, control structure and
material weaknesses.

d.) Management's responses indicating action taken or planned to address such
weaknesses.

- The Committee will review the following with management and the independent
accountant:

a.) The Corporation's annual financial statements and related footnotes, as
well as the annual Form 10-K filing with the Securities and Exchange
Commission and whether the information in the filing is consistent with
the information in the financial statements.

b.) The independent accountant's audit of and report on the financial
statements.

c.) The external accountant's report of all critical accounting policies and
practices to be used, alternative treatments of financial information
that have been discussed with management (and the ramifications of such
alternative treatments), and the accountant's preferred treatment. The
Committee will have final authority to resolve disagreements between
management and the external accountant regarding financial reporting.

d.) The auditor's qualitative judgments about the quality, not just the
acceptability, of accounting principles and financial disclosures.

e.) Any serious difficulties or disputes with management encountered during
the course of the audit.

f.) Other matters related to the conduct of the audit that are to be
communicated to the committee under generally accepted auditing
standards.

33.

g.) To the extent not covered by the foregoing categories, any other material
written communications between the external accountant and management,
such as any management letter or schedule of unadjusted differences.

- The Committee or its Chair will review with management and the independent
accountants:

a.) The quarterly Form 10-Q filings with the Securities and Exchange
Commission prior to their submission.

b.) The related quarterly press releases announcing earning results prior to
their release to the public.

- The Committee will consider and review with management and the director of
internal audit:

a.) The quarterly report provided by the director of internal audit which
summarizes audit activities during the period, including any significant
findings concerning the Corporation's risk management, financial
reporting or compliance systems, as well as management's responses to
them.

b.) The internal audit department's annual audit plan, staffing, and
professional education of the internal audit staff for each calendar
year.

c.) The internal audit department's policy statement.

Other Responsibilities
--------------------------------------------------------------------------------

The Audit and Risk Management Committee will:

- Establish procedures for the receipt, retention and treatment of complaints
received by the Corporation regarding accounting, internal accounting
controls, or auditing matters, and the confidential, anonymous submissions by
employees of concerns regarding questionable accounting or auditing matters.

- Approve any changes to the Corporation's code of conduct and any waiver of the
code of conduct for executive officers and directors.

- Establish clear policies to be followed by the Corporation in connection with
its hiring of employees and former employees of the independent accountants.

- Review and update the Audit and Risk Management Committee Charter annually.

- Review with management the results of regulatory examinations of the
Corporation and management's responses to such reports.

- Review the substance of legal and regulatory matters that may have a material
effect on the Corporation's financial statements, including significant issues
raised by internal or outside counsel concerning litigation, contingencies,
claims, or assessments.

- Receive a briefing of changes in accounting standards or rules promulgated by
the Financial Accounting Standards Board, Securities and Exchange Commission
or other regulatory bodies, that may have a material effect on the financial
statements.

- Perform an annual self-assessment which takes into account the purpose and
responsibilities of the Committee and an evaluation of its performance of
those responsibilities.

34.

Irwin Financial Corporation
Annual Shareholder Meeting
April 24, 2003 -- 4:00 p.m. (E.S.T.)
Holiday Inn Conference Center
2480 Jonathan Moore Pike (Route 46)

[MAP TO HOLIDAY INN]

[IRWIN FINANCIAL LOGO]

DETACH HERE
-------------------------------------------------------------------------------

IRWIN FINANCIAL CORPORATION
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned does hereby nominate, constitute, and appoint John A. Nash
and William I. Miller and each of them (with full power to act without the
other), with full power of substitution to each, the true and lawful Proxies of
the undersigned to attend the Annual Meeting of the Shareholders of the
Corporation, to be held at the Holiday Inn Conference Center, 2480 Jonathan
Moore Pike, Columbus, Indiana, on Thursday, April 24, 2003, at 4:00 p.m.
(Columbus time), or at any adjournment of the meeting, and to vote all shares of
the Corporation that the undersigned is entitled to vote upon the matters
referred to in this proxy and in the notice of the meeting to the same extent
and with all the powers the undersigned would possess if personally present and
voting at the meeting or at any adjournment of it, and the Proxies are directed
to:

(The Board of Directors recommends a VOTE FOR this proposal.)

(1) The election of the 4 directors listed below, whose terms of office shall
expire as indicated.

[ ]Vote FOR [ ] or WITHHOLD AUTHORITY to vote for

David W. Goodrich (2006); John T. Hackett (2006); Brenda J. Lauderback
(2006); John C. McGinty, Jr. (2006)

INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, PRINT
THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.

--------------------------------------------------------------------------------

(2) Vote in their discretion upon such other business as may properly come
before the meeting or any adjournment thereof.

(Continued on other side)

DETACH HERE
-------------------------------------------------------------------------------

(Continued from other side)

This proxy will be voted as you specify on this proxy card. IF NO
SPECIFICATION IS MADE, THE SHARES REPRESENTED BY THE PROXY WILL BE VOTED FOR THE
DIRECTORS NAMED IN THE PROXY STATEMENT AND THE PROXIES MAY VOTE IN THEIR
DISCRETION UPON SUCH OTHER MATTERS AS PROPERLY MAY COME BEFORE THE MEETING OR
ANY ADJOURNMENT OF IT.

The undersigned acknowledges receipt of notice of the meeting and the
accompanying proxy statement and hereby revokes all proxies heretofore given by
the undersigned for the meeting.

This proxy may be revoked at any time prior to voting it.

Dated -------------------- , 2003

----------------------------------
Please sign exactly as name(s)
appear(s) here.

----------------------------------
(If there are two or more
co-owners, all must sign.)

Important: Please sign, date, and
return this proxy promptly in the
enclosed envelope. No postage
required if mailed in the United
States.)