<PAGE>   1
                                                                      EXHIBIT 3b



                                STATE OF INDIANA

                        OFFICE OF THE SECRETARY OF STATE

                                 CERTIFICATE OF

                             IRWIN UNION CORPORATION




I, LARRY A. CONRAD, Secretary of State of the State of Indiana, hereby certify
that Articles of Incorporation of the above Corporation, in the form prescribed
by my office, prepared and signed in duplicate by the incorporator(s), and
acknowledged and verified by the same before a Notary Public, have been
presented to me at my office accompanied by the fees prescribed by law; that I
have found such Articles conform to law; that I have endorsed my approval upon
the duplicate copies of such Articles; that all fees have been paid as required
by law; that one copy of such Articles has been filed in my office; and that the
remaining copy of such Articles bearing the endorsement of my approval and
filing has been returned by me to the incorporator(s) or his (their)
representatives; all as prescribed by the provisions of the Indiana General
Corporation Act, as amended.

Wherefore, I hereby issue to such Corporation this Certificate of Incorporation,
and further certify that its corporate existence has begun.

In Witness Whereof, I have hereunto set any hand and affixed the seal of the
State of Indiana, at the City of Indianapolis, this 31st day of May, 1972

                                             Larry A. Conrad, Secretary of State




<PAGE>   2




                            ARTICLES OF INCORPORATION
                                       OF

IRWIN UNION CORPORATION

The undersigned incorporator or incorporators, desiring to form a corporation
(hereinafter referred to as the "Corporation") pursuant to the provisions of the
Indiana General Corporation Act, as amended (herein. after referred to as the
"Act,") execute the following Articles of Incorporation.

                                    ARTICLE I
                                      Name

The name of the Corporation is Irwin Union Corporation.

                                   ARTICLE II

                                    Purposes

The purposes for which the Corporation is formed are:
The transaction of any and all lawful business for which corporations May be
incorporated under the Act, including by way of illustration and not of
limitation, the following:


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                                                         Irwin Union Corporation
                                   ARTICLE II

                                    Purposes

2.01.     To Act as Holding Company. To purchase or otherwise acquire, own and
hold the stock of other corporations and equity interests in other business
entities and to direct the operations of other corporations through the
ownership of stock therein and to direct the operation: of other business
entities through the ownership of equity interests therein.

2.02.     Capacity to Act. To have the capacity to act possessed by natural
persons, but to have authority to perform only such acts as are necessary,
convenient or expedient to accomplish the purposes for which it is formed and
such as are not repugnant to law.

2.03.     To Deal in Securities. To acquire, by purchase, subscription or
otherwise and to receive, hold, own, guarantee, sell, assign, exchange,
transfer, mortgage, pledge or otherwise dispose of or deal in and with any and
all securities (as hereinafter defined) issued or created by any corporation,
firm, organization, association or other entity, public or private, whether
formed under the laws of the United States of America or any state or
commonwealth thereof, or any foreign country, or by any agency, subdivision,
territory, dependency, possession or municipality of any of the foregoing, and
as owner thereof to possess and exercise all of the rights, powers and
privileges of ownership, including the right to execute consents and vote
thereon. The term "securities" as used herein shall mean any and all notes,
stocks, treasury stocks, bonds, debentures, evidences of indebtedness,
certificates of interest or participation in any profit-sharing agreement,
collateral trust certificates, pre-organization certificates or subscriptions,
transferable shares, investment contracts voting trust certificates,
certificates of deposit for a security, fractional undivided interests in oil,
gas or other mineral rights or, in general, any interests or instruments
commonly known as securities or any and all certificates of interest or
participation in temporary or interim certificates for, receipts for, guarantees
of, or warrants or rights to subscribe to or purchase any of the foregoing.

2.04.     Investment Management. To make, establish and maintain investments in
securities, funds or properties of any nature whatsoever and manage such funds;
to do any and all acts and things for the preservation, protection, improvement
and enhancement of the value of such property or securities or designed to
accomplish any such purposes. To make investigations as to the business affairs
and property of corporations, partnerships and various forms of business
enterprises and to make appraisals and valuations of all kinds and investigate
and render opinions as to the advisability from a financial standpoint of
creating, merging, combining or otherwise dealing in business enterprise.

Article II, Page One


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Irwin Union Corporation


2.05.     Creation of Corporations and Other Entities. To cause to be organized
under the laws of the United States of America or of any state, commonwealth,
territory, dependency or possession thereof, or of any foreign country, or of
any political subdivision, territory, dependency, possession or municipality
thereof, one or more corporations, firms, organizations, associations or other
entities, and to cause the same to be dissolved, wound up, liquidated, merged or
consolidated.

2.06.     To Deal in Good Will. To acquire by purchase or exchange, or by
transfer, or by merger or consolidation with, the Corporation of any
corporation, firm, organization, association or other entity owned or
controlled, directly or indirectly, by the Corporation, or otherwise to acquire
the whole or any part of the business, good will, rights or other assets of any
corporation, firm, organization, association or other entity and to undertake or
assume in connection therewith the whole or any part of the liabilities and
obligations thereof and to effect any such acquisition in whole or in part by
delivery of cash or other property, including securities issued by the
Corporation or by any other lawful means.

2.07.     To Engage in Lending. To make loans and give other forms of credit
including, but not limited to, financing, factoring and leasing, with or without
security, and to negotiate and make contracts and agreements in connection
therewith and to sell and underwrite credit insurance and life, property and
liability insurance, directly or through subsidiaries.

2.08.     To Aid Subsidiaries. To aid by loans, subsidy, guaranty or in any
other lawful manner any corporation, firm, organization, association or other
entity of which any securities (as that term is defined in section 2.03 hereof)
are in any manner, directly or indirectly, held by the Corporation or in which
the Corporation or any such corporation, firm, organization, association or
entity may be or become otherwise interested; to guarantee the payment of
dividends on any stock issued by any such corporation, firm, organization,
association or entity; to guarantee or, to assume, with or without recourse
against any such correlation, firm, organization, association or entity, to do
any and all other acts and things for the enhancement, protection or
preservation of any securities which are in any manner, directly or indirectly,
held, guaranteed or assumed by the Corporation, and to do any and all acts and
things designed to accomplish any such purpose.

2.09.     To Provide Services. To render service, assistance, counsel and advice
to and act as representative or agent in any capacity, (whether managing,
operating, financial, purchasing, selling, advertising or otherwise) for any
corporation, firm, organization, association or other entity and to gather,
compile and disseminate information, data and advice in respect to matters of
commercial, financial, statistical and business nature and to act as
consultants, counselors and advisors.


Article II, Page Two



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Irwin Union Corporation


2.10.     To Deal in Real Estate. To acquire by purchase, exchange, lease as
lessee, let as lessor, sell, convey, or mortgage, whether alone or in
conjunction with others, real estate of every kind, including, without limiting
the generality of the foregoing, the design, development, management,
acquisition, and operation of commercial, mercantile and service structures and
facilities of every character, recreational structures and facilities,
residential properties and structures, and mobile home parks.

2.11.     To Deal in Personal Property. To acquire (by purchase, exchange,
lease, hire or otherwise), hold, mortgage, pledge, hypothecate, exchange, sell,
deal in and dispose of, at wholesale or retail, alone or in syndicates or
otherwise in conjunction with others, commodities or other personal property of
every kind, character and description and wherever situated, and any interest
therein.

2.12.     To Deal in its Own Securities. To acquire (by purchase, exchange,
lease, hire or otherwise), hold, sell, transfer, reissue, or cancel its own
shares, or any securities or other obligations of the Corporation, in the manner
and to the extent now or hereafter permitted by the laws of Indiana, except that
the Corporation shall not use its funds or other assets for the purchase of its
own shares if such use would cause any impairment of the capital of the
Corporation, and except that its own shares beneficially owned by the
Corporation shall not be voted directly or indirectly.

2.13.     To Make Contracts.  To enter into, make, perform and carry out, or
cancel and rescind, contracts for any lawful purposes to its business.

12.14.    To Enter into Partnerships. To enter into any lawful arrangement for
sharing profits, union of interest, reciprocal association or cooperative
association with any corporation, association, partnership individual or other
entity, for the carrying on of any business, transaction, or venture, which the
Corporation is authorized to carry on or any business, transaction, or venture
deemed necessary, convenient or incidental to carrying out of any of the
purposes of the Corporation.

2.15.     To Engage in Business Generally. To engage in any commercial,
financial, mercantile, industrial, manufacturing, marine, exploration, mining,
agricultural, research, licensing, servicing or agency business not prohibited
by law and any, some or all of the foregoing.

2.16.     To-Borrow Money. To borrow money for any business object or purpose of
the Corporation from time to time without limit as to amount, to issue any kind
of indebtedness, whether or not in connection with borrowing money, including
evidences of indebtedness convertible into stock of the Corporation, to secure
the payment of any evidence of indebtedness by the creation of any interest in
any of the property or rights of the Corporation, whether at that time owned or
thereafter acquired.


Article-II, Page Three



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                                                         Irwin Union Corporation


2.17.     To Execute Guarantees.  To make any guarantee respecting stocks,
dividends, securities, indebtedness, interest, contracts or other obligations.

2.18.     Stated Capital; Consideration for Shares. To determine the amount of
the stated capital and increase or reduce stated capital and determine the
consideration to be received for shares issued from time to time.

2.19.     Rights, Privileges and Powers. Subject to any limitations or
restrictions imposed by law or by these Articles of Incorporation, to have and
exercise all the rights, privileges and powers specified in or permitted under
the Indiana General Corporation Act.

2.20.     General Powers. To do everything necessary, proper, advisable or
convenient for the accomplishment of any of the purposes or the attainment of
any of the objects of the furtherance of any of the powers herein set forth and
to do every other act and thing incident thereto or connected therewith which is
not forbidden by the laws of the State of Indiana or by the provisions of these
Articles of Incorporation

2.21.     Construction. The foregoing sections shall be construe as purposes as
well as powers and the matters expressed in each section shall, unless otherwise
expressly provided, be in no way limited by reference to or inference from the
terms of any other section, each of such sections being regarded as creating
independent purposes and powers The enumeration shall not be construed as
limiting or restricting in any manner either the meaning or general terms used
in any of the sections or the scope of the general powers of the Corporation
created thereby. The enumeration herein of any specific purposes or powers shall
not be held to limit or restrict in any manner the exercise by the Corporation
of the general powers now or hereafter conferred by the laws of the state of
Indiana nor shall the expression of one thing be deemed to exclude another not
expressed, whether or not it be of like nature. The titles contained herein are
solely for convenience and are not to be considered in construing the various
sections.

2.22.     Limiting Clause. Nothing in this article shall be construed to
authorize the conduct by the Corporation, directly or indirectly, of a rural
loan and savings association, credit union or a banking, railroad, insurance,
surety, trust, safe deposit, mortgage guarantee or building and loan business or
receiving deposits or money, bullion or foreign coins or of issuing bills,
notes, or other evidences of debt or circulation as money; provided, however,
that the Corporation may own, create or otherwise acquire all or part of the
issued and outstanding stock of corporations lawfully engaged in any of such
activities.





Article II, Page Four


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                                   ARTICLE III
                               Period of Existence

The period during which the Corporation shall continue is perpetual.



                                   ARTICLE IV
                       Resident Agent and Principal Office

Section 1. Resident Agent.  The name and address of the Resident Agent in charge
of the Corporation's principal office is John A. Nash, 500 Washington Street,
Columbus, Indiana  47201.

Section 2. Principal Office.  The post office address of the principal office of
the Corporation is 500 Washington Street, Columbus, Indiana  47201


                                    ARTICLE V

                                     Shares

Section 1. Number. The total number of shares which the Corporation has
authority to issue is 1,000 shares consisting of 500 common shares with the par
value of $10.00 per shares, and 500 preferred shares without par value.
Section 2. Terms.

(see attached)


Section 3. Voting Rights.


(see attached)


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                             Irwin Union Corporation

                                    ARTICLE V

2.  Terms                                   Shares

5.20.     Classes. The authorized shares of the Corporation (the "Shares") shall
be divided into two classes consisting of 500 common shares par value $10, (the
"Common Shares") and 500 preferred shares without par value (the "Preferred
Shares").

5.21.     Rights.

5.211.    Common Shares.  All Common Shares shall have the same rights and
privileges. Common Shareholders shall have no preemptive rights.

5.212.    Preferred Shares. The Board of Directors is expressly authorized at
any time, and from time to time, by resolution, to determine and state the
designations, relative rights, preferences, limitations and restrictions of any
class or classes of Preferred Shares, or of any series of any class or classes
thereof, and to authorize the issuance of such Preferred Shares upon compliance
prior to the issuance of any such Preferred Shares with the applicable
provisions of the Act.

5.22.     Dividends. Dividends or distributions may be declared and paid upon
outstanding Shares at the discretion of the Board of Directors from time to time
out of earned surplus or capital surplus of the Corporation. Dividends payable
on the Shares of any class of Shares or series thereof may be paid to the
holders of Shares of that or any other class of Shares or series thereof.

5.23.     Issuance of and Consideration for Shares. Shares may be issued for
such consideration as may be fixed from time to time by the Board of Directors,
which consideration may be equal to, less than or more than the par value
thereof. The judgment of the Board of Directors as to (i) the value of any
property or services received in full or partial payment for Shares, and (ii) as
to the value of the corporate assets in the event of a Share dividend, shall be
conclusive. When Shares are issued upon payment of the consideration fixed by
the Board of Directors, such Shares shall be taken to be fully paid stock and
shall be nonassessable.

5.24.     Partial Distributions. The Board of Directors may make distributions
to Shareholders out of capital surplus from time to time to the extent permitted
by law.

5.25.     Facsimile Signatures. Facsimile signatures may be used in lieu of the
manual signature of an officer or director of the Corporation. In case any
officer of director who has signed or whose facsimile signature has been placed
upon any share certificate or other document issued by this Corporation shall
have ceased to be such an officer or director before such certificate or other
document is used, such certificate or other document may be issued by the
Corporation with the same effect as if such person were an officer at the date
of its issue.



Article V, Page One

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                                                         Irwin Union Corporation

5.26.     Transfer of Shares.  Transfer of shares shall be governed by the
By-Laws of the Corporation subject to applicable law.

3.        Voting Rights.

5.30.     Voting Rights.

5.301.    Common Shares. Every holder of the Common Shares of the Corporation
shall have the right at every Shareholders' meeting, to one vote for each Common
Share standing in his name on the books of the Corporation.

5.302.    Preferred Shares. Holders of Preferred Shares shall have no right to
vote upon any question except as shall be affirmatively provided in the Act, or
in the remaining sections of this article.

5.31.     No Greater Requirements. Nothing in these Articles shall be deemed to
require any greater portion of the Shares to concur in any action taken by the
Shareholders than is required by law.

5.32.     Record Date.  The By-Laws may provide for a record date for
determining Shareholders entitled to receive payment of dividend or for
determining Shareholders for any other purpose.

5.33.     Mergers and Consolidations. Any class of Shares of this Corporation
shall be entitled to vote as a class if the agreement of merger or consolidation
contains any provision which, if contained in a proposed amendment to the
Articles of Incorporation of the Corporation, would entitle such class of Shares
to vote as a class.

5.34.     Voting on Special Corporate Transactions. In voting on adoption of any
proposal for a special corporate transaction or for dissolution of the
Corporation, all Shares shall vote as a single class and no Shares shall be
entitled to vote as a separate class.

5.35.     Mergers With Subsidiaries. Nothing herein contained shall limit the
power of the Corporation or prescribe the procedures to be followed in any
merger or consolidation of any subsidiary of this Corporation, ninety-five
percent (95%) (or such lesser percentage as may hereafter be prescribed by law)
or more of the outstanding Shares of which subsidiary are owned by this
Corporation and any such merger or consolidation of any such subsidiary may be
accomplished by the Board of Directors of this Corporation in the manner
prescribed by law.

5.36.     Class Voting. If the holders of any class of Shares are entitled to
vote as a class, the proposal shall be adopted upon receiving the affirmative
vote of the holders of at least a majority (or such greater proportion as these
Articles of Incorporation may require) of the Shares of each class of Shares
entitled to vote thereon as a class and of the total Shares entitled to vote
thereon.

Article V, Page Two

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                                   ARTICLE VI
                      Requirements Prior To Doing Business

The Corporation will not commence business until consideration of the value of
at least $1,000.00 (one thousand dollars) has been received for the issuance of
shares.

                                   ARTICLE VII
                                   Director(s)
Section 1.  Number of Directors. The initial Board of Directors is composed 3
member(s). The number of directors may be from time to time fixed by the By-Laws
of the Corporation at any number. In the absence of a By-Law fixing the number
of directors, the number shall be three.

Section 2.  Names and Post Office Addresses of the Director(s). The name(s) and
post office addressees) of the initial Board of Director(s) of the Corporation
is (are):

Name            Number and Street or Building        City      State   Zip Code

Paul N. Dinkins   500 Washington Street            Columbus,  Indiana   47201

John A. Nash      500 Washington Street            Columbus,  Indiana   47201

Greg W. Rush      500 Washington Street            Columbus,  Indiana   47201

Section 3.  Qualifications of Directors. (If Any)

No qualifications are prescribed by these Articles.


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                                  ARTICLE VIII
                                 Incorporator(s)

The name(s) and post office addressees) of the incorporator(s) of the
Corporation is (are):

Name              Number and Street or Building     City       State   Zip Code

Irwin Miller      301 Washington Street             Columbus,  Indiana   47201

Paul N. Dinkins   500 Washington Street             Columbus,  Indiana   47201

John A. Nash      500 Washington Street             Columbus,  Indiana   47201


                                   ARTICLE IX
                      Provisions for Regulation of Business
                      and Conduct of Affairs of Corporation

                                 (see attached)


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                                                         Irwin Union Corporation
                                   ARTICLE IX
                      Provisions for Regulation of Business
                      and Conduct of Affairs of Corporation

9.01.     Code of By-Laws. The Board of Directors of the Corporation shall have
power, without the assent of the Shareholders, to make, alter, amend or repeal
the Code of By-Laws of the Corporation, but the affirmative vote of a majority
of the members of the Board of Directors for the time being shall be necessary
to make such Code or to effect any alteration, amendment or repeal thereof. All
provisions for the regulation of business and management of the affairs of the
Corporation shall be stated in the By-Laws.

9.02.     Meetings of Shareholders. Meetings of the Shareholders of the
Corporation shall be held at such place within or without the State of Indiana
as may be specified in the respective notices or waiver: of notice thereof or as
specified in the By-Laws.

9.03.     Meetings of Directors. Meetings of the Board of Directors and
committees thereof of the Corporation shall be held at such place within or
without the State of Indiana as may be specified in the respective notices or
waivers of notice thereof or as specified in the By-Laws. The By-Laws shall
prescribe the manner in which notice of such meetings may be given and the time
before such meeting in which such notice shall be given, unless waived.

9.04.     Interest of Directors in Contracts. Any contract or other transaction
between the Corporation and any corporation in which this Corporation owns all
or a part of the capital stock shall be valid and binding notwithstanding the
fact that the officers and/or directors executing the contract on behalf of this
Corporation are the same or a majority of them are the same or the participating
directors or officers are the same. With the exception provided above, any
contract or other transaction between the Corporation and any one or more of its
directors or between the Corporation and any firm of which one or more of its
directors are members or employees or in which they are interested or between
the Corporation and any corporation or association in which one or more of its
directors are stockholders, members, directors, officers or employees or in
which they are interested, shall be valid for all purposes notwithstanding the
presence of such director or directors at the meeting of the Board of Directors
which acts upon or in reference to such contract or transaction and
notwithstanding his or their participate in such action if the fact of such
interest shall be disclosed or known to the Board of Directors and the Board of
Directors shall authorize, approve and ratify such contract or transaction by a
vote of the majority of the directors present, such interested director or
directors to be counted in determining whether a quorum is present but not to be
counted in calculating the majority of such quorum necessary to carry such vote.
This section shall not be construed to invalidate any contract or other
transaction which would otherwise be valid under the common and statutory law
applicable thereto.



Article IX, Page One


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Irwin Union Corporation

9.05.     Indemnification of Directors, Officers and Employees.

9.051.    "Liability" "Expense." As used in this section 9.05 the terms
"liability" and "expense" shall include but shall not be limited to attorneys'
fees and disbursements and amounts of judgment, fines or penalties against and
amounts paid in settlement by the directors, officers or employees.

9.052.    "Claim." As used in this section 9.05, the term "claim" 'shall
include: (i) any claim, action, suit or proceeding, whether actual or
threatened, brought by or in the right of this Corporation or another
corporation or otherwise, civil, criminal or administrative or in connection
with an investigation or appeal relating thereto, (ii) against a person who is
or was a director, officer or employee of this Corporation or a person who was
serving as a director, officer or employee of any other corporation at the
request of this Corporation, and (iii) which is asserted against or threatened
against him, as a party or otherwise, by reason of his having been a director,
officer or employee of this Corporation or such other corporation or by reason
of any past or future action taken or not taken in his capacity as such
director, officer or employee, whether or not he continues to be such at the
time the claim is asserted or threatened.

9.053.    Indemnity. Any such director, officer or employee who has been wholly
successful on the merits or otherwise with respect to any claim of the character
described herein shall be entitled to indemnification as of right. Except as
provided in the preceding sentence, any indemnification hereunder shall be made
at the discretion of the Corporation but only if (i) the Board of Directors
acting by a quorum consisting of directors who are not parties to or who have
been wholly successful with respect to such claim, action, suit or proceeding
shall find that the person to be indemnified acted in good faith in what he
reasonably believed to be the best interests of this Corporation or such other
corporation, as the case may be, and, in addition, in any criminal action or
proceeding (which shall not be deemed to include civil, administrative or
investigative actions or proceedings in which conduct which violates a criminal
statute is alleged) he had no reasonable cause to believe that his conduct was
unlawful, or (ii) independent legal counsel (who may be regular counsel of the
Corporation) shall deliver to it its written opinion that the person to be
indemnified so acted.






Article IX, Page Two


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                                                         Irwin Union Corporation

9.054.    No Presumption. The termination of any claim by judgment, settlement
(whether with or without court approval) or conviction or upon a plea of guilty
or of nolo contendere or its equivalent shall not create a prescription that the
person to be indemnified did not meet the standard of conduct set forth in
section 9.053.

9.055.    Several Claims.  If several claims, issues or matters of act ion are
involved, any such person may be entitled to indemnification as to some matters
even though he ! is not entitled as to other matters.

9.056.    Advances. The Corporation may advance expenses @to or, where
appropriate, may at its expense undertake the ,defense of any such director,
officer or employee upon receipt of an undertaking by or on behalf of such
person to repay such expenses if it should ultimately be determined that he is
not entitled to indemnification under this section 9.05.

9.057.    Applicability. The provisions of this section 9.05 shall be applicable
to claims, actions, suits or proceedings made or commenced after the adoption
hereof, whether arising from acts or omissions to act during, before or after
the adoption hereof.

9.058.    Extent of Rights. The rights of indemnification provided hereunder
shall be in addition to any rights to which any person concerned may otherwise
be entitled by contract or as a matter of law and shall inure to the benefit of
the heirs, executors and administrators of any such person.

9.59.     Insurance. The Corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation against any
liability asserted against him and incurred by him in any capacity or arising
out of his status as such, whether or not the Corporation would have the power
to indemnify him against such liability under the provisions of this section
9.05 or otherwise

9.06.     Abandoned Property. After it remains unclaimed for a period of six
years, any stock or other certificate of ownership, or any dividend, profit,
distribution, interest, payment or principal or other property held by this
Corporation or owing by this Corporation for the six consecutive years last
passed shall revert to and become the property of this Corporation. The
secretary shall prepare a written claim of the Corporation to such fund, claim,
income or property before the end of the seventh year after its appropriate due
date, distribution date or delivery date.

Article IX, Page Three


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                                                         Irwin union Corporation

9.07.     Partnerships. The Board of Directors shall have the power to authorize
the Corporation to enter into partnerships or any other lawful arrangement for
the sharing of profits, union of interest, reciprocal association, cooperative
association, partnership, joint venture or syndicate with any corporation,
association, partnership, individual, firm or other legal entity for the purpose
of carrying on any lawful business.

9.08.     Committees. The By-Laws may provide for an executive committee and
other committees, which shall have the fullest authority to act for the Board of
Directors permitted under the laws of Indiana.

9.09.     Removal of Directors. The Shareholders shall have no power to remove
directors during their terms of office. Any director may be removed for specific
cause found and determined by a vote of not less than two-thirds (2/3) of the
entire Board of Directors at any time.

9.10.     Term of Directors. When the Board of Directors consist of nine (9) or
more directors, the By-Laws may specify that the director shall be apportioned
into two or more classes whose terms of office shall expire at different times,
but no term shall continue longer than three (3) years.

9.ll.     Amendment of Articles of Incorporation. The Corporation reserves the
right to alter, amend and repeal any provisions contained in these Articles of
Incorporation in the manner now or hereafter prescribed by the provisions of the
Act or any other pertinent enactment of the General Assembly of the State of
Indiana and all rights and powers conferred hereby on Shareholders, directors
and officers of the Corporation are subject to such reserved right.




Article IX, Page Four


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IN WITNESS WHEREOF, the undersigned, being the incorporator(s) designated in
Article VIII, execute these Articles of Incorporation and certify to the truth
of the facts herein stated, this 30th day of May, 1972.


/s/ Irwin Miller                            /s/ Paul N. Dinkins
-------------------------                   -----------------------

Irwin Miller                                Paul N. Dinkins
-------------------------                   -----------------------

                                            /s/ John A. Nash
                                            -----------------------


STATE OF INDIANA
ss:
COUNTY OF Bartholomew

I, the undersigned, a Notary Public duly commissioned to take acknowledgments
and administer oaths in State of Indiana, certify that John A. Nash in the I
being one

of the incorporator(s) referred to in Article VTII of the foregoing Articles of
Incorporation, personally appeared before me; acknowledged the execution
thereof; and swore to the truth of the facts therein stated.

Witness my hand and Notarial Seal this 30 day of May, 1972

                                                   /s/ Antoinette Frenzer
                                                   -----------------------------
                                                   Antoinette Frenzer
                                                   -----------------------------
                                                   (Printed Signature)


My Commission Expires:                             Notary Public

December 23, 1972

This instrument was prepared by Donald W. Buttrey, Stephen J. Dutton, Attorneys
at Law,

McHALE, COOK & WELCH, 906 Chamber of Commerce Building, Indianapolis, Indiana
46204



                                       16
<PAGE>   17



                                STATE OF INDIANA

                        OFFICE OF THE SECRETARY OF STATE

                CERTIFICATE OF AMENDED ARTICLES OF INCORPORATION

                                       OF

                             IRWIN UNION CORPORATION

I, Larry A. Conrad, Secretary of the State of Indiana, hereby certify that
Amended Articles of Incorporation for the above Corporation, in the form
prescribed by my office, prepared and signed in duplicate in accordance with "An
Act concerning domestic and foreign corporations for profit, providing penalties
for the violation hereof, and repealing all laws or parts of laws in conflict
herewith," approved March 16, 1929, and Acts supplemental thereto.

Whereas, upon due examination, I find that the Amended Articles of Incorporation
conform to law, and have endorsed my approval upon the duplicate copies of such
Articles; that all fees have been paid as required by law; that one copy of such
Articles bearing the endorsement of my approval and filing has been returned by
me to the Corporation.


In Witness Whereof, I have hereunto set my hand and affixed the seal of the
State of Indiana at the City of Indianapolis, this 29th day of December, 1972.


Larry A. Conrad, Secretary of State






                                       17
<PAGE>   18




                        AMENDED ARTICLES OF INCORPORATION
                                       OF

                             Irwin Union Corporation

The undersigned officers of Irwin Union Corporation (hereinafter referred to as
the "Corporation") existing pursuant to the provisions of The Indiana General
Corporation Act, as amended (hereinafter referred to as the "Act"), desiring to
give notice of corporate action effectuating certain Amendments of its Articles
of Incorporation by the adoption of new Amended Articles of Incorporation to
supersede and take the place of its heretofore existing Articles of
Incorporation, certify the following facts:


                                    ARTICLE I

                          Text of the Amended Articles

The exact text of the entire Articles of Incorporation of the Corporation, as
amended (hereinafter referred to as the "Amended Articles"), now is as follows:

                             See Exhibit A attached.


                                       18
<PAGE>   19




                                   ARTICLE III
                               Period of Existence

      The period during which the Corporation shall continue is Perpetual.



                                   ARTICLE IV
                       Resident Agent and Principal Office

Section 1.    Resident Agent.  The name and address of the Resident Agent in
charge of the Corporation's principal office is John A. Nash, 500 Washington
Street, Columbus, Indiana 47201

Section 2.    Principal Office.  Me post office address of the principal office
of the Corporation is 500 Washington Street, Columbus, Indiana 47201

                                    ARTICLE V
                                     Shares

Section 1.    Number. The total number of shares which the Corporation has
authority to issue consisting of 500,000 common shares with the par value of
$10.00 per shares, and 50,000 preferred shares without par value.


Section 2. Terms.

(see attached)

Section 3. Voting Rights.

(see attached)


                                       19
<PAGE>   20
                                                         Irwin Union Corporation

                                    ARTICLE V

2. Terms                             Shares

5.20. Classes. The authorized shares of the Corporation (the "Shares") shall be
divided into two classes consisting of 500,000 common shares, par value $10,
(the "Common Shares") and 50,000 preferred, shares without par value (the
"Preferred Shares").

5.21.    Rights.

5.211.   Common Shares.  All Common Shares shall have the same rights and
privileges.  Common Shareholders shall have no preemptive rights.

5.212.   Preferred Shares. The Board of Directors is expressly authorized at any
time, and from time to time, by resolution, to determine and state the
designations, relative rights, preferences, limitations and restrictions of any
class or classes of Preferred Shares, or of any series of any class or classes
thereof, and to authorize the issuance of such Preferred Shares upon compliance
prior to the issuance of any such Preferred Shares with the applicable
provisions of the Act.

5.22.    Dividends. Dividends or distributions may be declared and paid upon
outstanding Shares at the discretion of the Board of Directors from time to time
out of earned surplus or capital surplus of the Corporation. Dividends payable
on the Shares of any class of Shares or series thereof may be paid to the
holders of Shares of that or any other class of Shares or series thereof.

5.23.    Issuance of and Consideration for Shares. Shares may be issued for such
consideration as may be fixed from time to time by the Board of Directors, which
consideration may be equal to, less than or more than the par value thereof. The
judgment of the Board of Directors as to (i) the value of any property or
services received in full or partial payment for Shares, and (ii) as to the
value of the corporate assets in the event of a Share dividend, shall be
conclusive. When Shares are issued upon payment of the consideration fixed by
the Board of Directors, such Shares shall be taken to be fully paid stock and
shall be nonassessable.

5.24.    Partial Distributions.  The Board of Directors may make distributions
to Shareholders out of capital surplus from time to time to the extent permitted
by law.

5.25.    Facsimile Signatures.  Facsimile signatures may be used in lieu of the
manual signature of an officer or director of the Corporation.  In case any
officer or director who has signed or whose facsimile signature has been placed
upon any share certificate or other document issued by this Corporation shall
have ceased to be such an officer or director before such certificate or other
document is used, such certificate or other document may be issued by the
Corporation with the same effect as if such person were an officer at the date
of its issue.


Article V, Page One

                                       20
<PAGE>   21

                                                        Irwin Union Corporation

5.26.    Transfer of Shares.  Transfer of Shares shall be governed by the
By-Laws of the Corporation subject to applicable law.

3.   Voting Rights

5.30.    Voting Rights.

5.301.   Common Shares. Every holder of the Common Shares of the Corporation
shall have the right at every Shareholders' meeting, to one vote for each Common
Share standing in his name on the books of the Corporation.

5.302.   Preferred Shares. Holders of Preferred Shares shall have no right to
vote upon any question except as shall be affirmatively provided in the Act, or
in the remaining sections of this article.

5.31.    No Greater Requirements. Nothing in these Articles shall be deemed to
require any greater portion of the Shares to concur in any action taken by the
Shareholders than is required by law.

5.32.    Record Date.  The By-Laws may provide for a record date for determining
Shareholders entitled to receive payment of any dividend or for determining
Shareholders for any other purpose.

5.33.    Mergers and Consolidations. Any class of Shares of this Corporation
shall be entitled to vote as a class if the agreement of merger or consolidation
contains any provision which, if contained in a proposed amendment to the
Articles of Incorporation of the Corporation, would entitle such class of Shares
to vote as a class.

5.34.    Voting on Special Corporate Transactions. In voting on adoption of any
proposal for a special corporate transaction or for dissolution of the
Corporation, all Shares shall vote as a single class and no Shares shall be
entitled to vote as a separate class.

5.35.    Mergers With Subsidiaries. Nothing herein contained shall limit the
power of the Corporation or prescribe the procedures to be followed in any
merger or consolidation of any subsidiary of this Corporation, ninety-five
percent (95%) (or such lesser percentage as may hereafter be prescribed by law)
or more of the outstanding Shares of which subsidiary are owned by this
Corporation and any such merger or consolidation of any such subsidiary may be
accomplished by the Board of Directors of this Corporation in the manner
prescribed by law.

5.36.    Class Voting. If the holders of any class of Shares are entitled to
vote as a class, the proposal shall be adopted upon receiving the affirmative
vote of the holders of at least a majority (or such greater proportion as these
Articles of Incorporation may require) of the Shares of each class of Shares
entitled to vote thereon as a class and of the total Shares entitled to vote
thereon.

Article V, Page Two



                                       21
<PAGE>   22
                                   ARTICLE VI
                      Requirements Prior To Doing Business

The stated capital of the Corporation is at least $1000.00.

                                   ARTICLE VII
                                   Director(s)

Section 1. Number of Directors. The Board of Directors is composed of 16
member(s) The number of directors may be from time to time fixed by the By-Laws
of the Corporation at any number. In the absence of a By-Law fixing the number
of directors, the number shall be sixteen.

Section 2. Names and Post Office Addresses of the Director(s).  The name(s) and
post office addressees) Of the Board of Director(s) of the Corporation (are):

<TABLE>
<CAPTION>

Name                  Number and Street or Building  City      State    Zip Code

<S>                   <C>                            <C>       <C>      <C>
Eugene I. Anderson    500 Washington Street,         Columbus, Indiana  47201
Paul N. Dinkins       500 Washington Street,         Columbus, Indiana  47201
George Doup           500 Washington Street,         Columbus, Indiana  47201
Edward E. Edwards     500 Washington Street,         Columbus, Indiana  47201
Harry J. Embry        500 Washington Street,         Columbus, Indiana  47201
Lowell E. Engelking   500 Washington Street,         Columbus, Indiana  47201
Frank C. Forster      500 Washington Street,         Columbus, Indiana  47201
Clarence 0. Hamilton  500 Washington Street,         Columbus, Indiana  47201
William R. Laws, Jr.  500 Washington Street,         Columbus, Indiana  47201
Irwin Miller          301 Washington Street,         Columbus, Indiana  47201
John A. Nash          500 Washington Street,         Columbus, Indiana  47201
Paul H. Pardieck      500 Washington Street,         Columbus, Indiana  47201
Charles A. Rau        500 Washington Street,         Columbus, Indiana  47201
Carl M. Reeves        500 Washington Street,         Columbus, Indiana  47201
Albert H. Schumaker   500 Washington Street,         Columbus, Indiana  47201
E. Don Tull           500 Washington Street,         Columbus, Indiana  47201

</TABLE>

                Section 3. Qualifications of Directors. (If Any)

No qualifications are prescribed by these Articles.




                                       22
<PAGE>   23


                                  ARTICLE VIII
                                  Incorporators

The name(s) and post office addressees) of the of the Corporation (are):
President and Executive Vice President, Secretary

<TABLE>
<CAPTION>

Name              Number and Street or Building     City       State    Zip Code
<S>               <C>                               <C>        <C>      <C>
Paul N. Dinkins   500 Washington Street,            Columbus,  Indiana   47201
(President)

John A. Nash      500 Washington Street,            Columbus,  Indiana   47201
(Executive Vice President, Secretary)

</TABLE>


                                   ARTICLE IX
                      Provisions for Regulation of Business
                      and Conduct of Affairs of Corporation

                                 (See attached)




                                       23
<PAGE>   24



                                                         Irwin Union Corporation

                                   ARTICLE IX

                      Provisions for Regulation of Business
                      and Conduct of Affairs of Corporation

9.01.    Code of By-Laws. The Board of Directors of the Corporation shall have
power, without the assent of the Shareholders, to make, alter, amend or repeal
the Code of By-Laws of the Corporation, but the affirmative vote of a majority
of the members of the Board of Directors for the time being shall be necessary
to make such Code or to effect any alteration, amendment or repeal thereof. All
provisions for the regulation of business and management of the affairs of the
Corporation shall be stated in the By-Laws.

9.02.    Meetings of Shareholders. Meetings of the Shareholders of the
Corporation shall be held at such place within or without the State of Indiana
as may be specified in the respective notices or waivers of notice thereof or as
specified in the By-Laws.

9.03.    Meetings of Directors. Meetings of the Board of Directors and
committees thereof of the Corporation shall be held at such place within or
without the State of Indiana as may be specified in the respective notices or
waivers of notice thereof or as specified in the By-Laws. The By-Laws shall
prescribe the manner in which notice of such meetings may be given and the time
before such meeting in which such notice shall be given, unless waived.

9.04.    Interest of Directors in Contracts. Any contract or other transaction
between the Corporation and any corporation in which this Corporation owns all
or a part of the capital stock shall be valid and binding notwithstanding the
fact that the officers and/or directors executing the contract on behalf of this
Corporation are the same or a majority of them are the same or the participating
directors or officers are the same. With the exception provided above, any
contract or other transaction between the Corporation and any one or more of its
directors or between the Corporation and any firm of which one or more of its
directors are members or employees or in which they are interested or between
the Corporation and any corporation or association in which one or more of its
directors are stockholders, members, directors, officers or employees or in
which they are interested, shall be valid for all purposes notwithstanding the
presence of such director or directors at the meeting of the Board of Directors
which acts upon or in reference to such contract or transaction and
notwithstanding his or their participation such action if the fact of such
interest shall be disclosed or known to the Board of Directors and the Board of
Directors shall authorize, approve and ratify such contract or transaction by a
vote of the majority, of the directors present, such interested director or
directors to be counted in determining whether a quorum is present but not to be
counted in calculating the majority of such quorum necessary to carry such vote.
This section shall not be construed to invalidate any contract or other
transaction-which would otherwise be valid under the common and statutory, law
applicable thereto.


Article IX, Page One



                                       24
<PAGE>   25

                                                         Irwin Union Corporation

     9.05.    Indemnification of Directors, Officers and Employees.

9.051.   "Liability;" "Expense;" As used in this section 9.05 The terms
"liability" and "expense" shall include but shall not be limited to attorneys'
fees and disbursements and amounts of judgment, fines or penalties against and
amounts paid in settlement by the directors, officers or employees.

9.052.   "Claim." As used in this section 9.05, the term "claim" shall include:
(i) any claim, action, suit or proceeding, whether actual or threatened, brought
by or in the right of this Corporation or another corporation or otherwise,
civil, criminal or administrative or in connection with an investigation or
appeal relating thereto, (ii) against a person who is or was a director, officer
or employee of this Corporation or a person who was serving as a director,
officer or employee of any other corporation at the request of this Corporation,
and (iii) which is asserted against or threatened against him, as a party or
otherwise, by reason of his having been a director, officer or employee of this
Corporation or such other corporation or by reason of any past or future action
taken or not taken in his capacity as such director, officer or employee,
whether or not he continues to be such at the time the claim is asserted or
threatened.

9.053.   Indemnity. Any such director, officer or employee who has been wholly
successful on the merits or otherwise with respect to any claim of the character
described herein shall be entitled to indemnification as of right. Except as
provided in the preceding sentence, any indemnification hereunder shall be made
at the discretion of the Corporation but only if (i) the Board of Directors
acting by a quorum consisting of directors who are not parties to or who have
been wholly successful with respect to such claim, action, suit or proceeding
shall find that the person to be indemnified acted in good faith in what he
reasonably believed to be the best interests of this Corporation or such other
corporation, as the case may be, and, in addition, in any criminal action or
proceeding (which shall not be deemed to include civil, administrative or
investigative actions or proceedings in which conduct which violates a criminal
statute is alleged) he had no reasonable cause to believe that his conduct was
unlawful, or (ii) independent legal counsel (who may be regular counsel of the
Corporation) shall deliver to it its written opinion that the person to be
indemnified so acted.





Article IX, Page Two




                                       25
<PAGE>   26



                                                Irwin Union Corporation

9.054.   No Presumption. The termination of any claim by judgment, settlement
(whether with or without court approval) or conviction or upon a plea of guilty
or of nolo contendere or its equivalent shall not create 8L prescription that
the person to be indemnified did not meet the standard of conduct set forth in
section 9.053.

9.055.   Several Claims. If several claims, issues or matters of action are
involved, any such person may be entitled to indemnification as to some matters
even though he is not entitled as to other matters.

9.056.   Advances. The Corporation may advance expenses to or, where
appropriate, may at its expense undertake the defense of any such director,
officer or employee upon receipt of an undertaking by or on behalf of such
person to repay such expenses if it should ultimately be determined that he is
not entitled to indemnification under this section 9.05.

9.057.   Applicability.  The provisions of this section 9.05 shall be applicable
to claims, actions, suits or proceedings made or commenced after the adoption
hereof, whether arising from acts or omissions to act during, before or after
the adoption hereof.

9.058.   Extent of Rights The rights of indemnification provided hereunder shall
be in addition to any rights to which any person concerned Pay otherwise be
entitled by contract or as a matter of law and shall inure to the benefit of the
heirs, executors and administrators of any such person.

9.059.   Insurance. The Corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation against any
liability asserted against him and incurred by him in any capacity or arising
out of his status as such, whether or not the Corporation would have the power
to indemnify him against such liability under the provisions of this section
9.05 or otherwise.





Article IX, Page Three




                                       26
<PAGE>   27



                                                         Irwin Union Corporation

9.06.    Partnerships. The Board of Directors shall have the power to authorize
the Corporation to enter into partnerships or any other lawful arrangement for
the sharing of profits, union of interest, reciprocal association, cooperative
association, partnership, joint venture or syndicate with any corporation,
association, partnership, individual, firm or other legal entity for the purpose
of carrying on any lawful business.

9.07.    Committees. The By-Laws may provide for an executive committee and
other committees, which shall have the fullest authority to act for the Board of
Directors permitted under the laws of Indiana.

9.08.    Removal of Directors. The Shareholders shall have no power to remove
directors during their terms of office. Any director may be removed for specific
cause found and determined by a vote of not less than two-thirds (2/3) of the
entire Board of Directors at any time.

9.09.    Term of Directors. When the Board of Directors consists of nine (9) or
more directors, the By-Laws may specify that the director shall be apportioned
into two or more classes whose terms of office shall expire at different times,
but no term shall continue longer than three (3) years.

9.10.    Amendment of Articles of Incorporation. The Corporation reserves the
right to alter, amend and repeal any provisions contained in these Articles of
Incorporation in the manner now or hereafter prescribed by the provisions of the
Act or any other pertinent enactment of the General Assembly of the State of
Indiana and all rights and powers conferred hereby on Shareholders, directors
and officers of the Corporation are subject to such reserved right.








Article IX, Page Four




                                       27
<PAGE>   28



                                   ARTICLE 11

                           Manner of Adoption and Vote

(b) By written consent executed on December 18, 1972 signed by all of the
members of the Board of Directors of the Corporation entitled to vote in respect
of the Amended Articles, that the provisions and terms of Articles V & IX of its
Articles of Incorporation be amended so as to read as set forth in the amended
Articles, and a meeting of such Shareholders was called to be held January 2,
1973, to adopt or reject the Amended Articles unless the same were so approved
prior to such date by unanimous written consent.

Section 2. Action by Shareholders (select appropriate paragraph) (b) By written
consent executed on December 18, 1972, signed by the holders to 500 common
shares of the Corporation, being all of the shares of the Corporation entitled
to vote in respect of the Amendments, the Shareholders adopted the Amended
Articles.



                                       28
<PAGE>   29




Section 3. Compliance With Legal Requirements

The manner of the adoption of the Amended Articles, and the vote by which they
were adopted, constitute full legal compliance with the provisions of the Acts,
the Articles of Incorporation, and the By-Laws of the Corporation.



                                   ARTICLE III
                     Statement of Changes Made With Respect
                  To the Number of Shares Heretofore Authorized

Section 1, of Article V of the Articles of Incorporation was amended to increase
the number of authorized shares from 1,000 authorized shares to 550,000
authorized shares, consisting of 500,000 common shares with the par value of $10
per share, and 50,000 preferred shares without par value.




                                       29
<PAGE>   30




IN WITNESS WHEREOF, the undersigned officers execute these Amended Articles of
Incorporation of the Corporation and certify to the truth of the facts herein
stated, this 18th day of December, 1972,

/s/ Paul N. Dinkins                                  /s/ John A. Nash
-------------------                                  ----------------
(Written Signature)                                  (Written Signature)

Paul N. Dinkins                                      John A. Nash
----------------                                     --------------------
(Printed Signature)                                  (Printed Signature)

President of                                         Secretary of

Irwin Union Corporation                              Irwin Union Corporation


STATE OF INDIANA
SS:
COUNTY OF BARTHOLOMEW.

I, the undersigned, a Notary Public duly commissioned to take acknowledgments
and administer oaths in the State of Indiana, certify that Paul N. Dinkins, the
President and
John A. Nash, the Secretary of Irwin Union Corporation, the officers executing
the foregoing Amended Articles of Incorporation, personally appeared before me,
acknowledged the execution thereof; and swore to the truth of the facts herein
stated.
Witness my hand and Notarial Seal this 18th day of December, 1972.

/s/ Antoinette Frenzer
------------------------
(written Signature)


Antoinette Frenzer
------------------------
(Printed Signature)
Notary Public

My Commission Expires:

December 23, 1976


                                       30
<PAGE>   31

This instrument was prepared by Donald W. Buttrey, Stephen J. Dutton Randolph L.
Seger Attorneys at Law, McHalle, Cook & Welch, 906 Chamber of Commerce Building,
Indianapolis, Indiana 46204



                                       31
<PAGE>   32



                                STATE OF INDIANA

                        OFFICE OF THE SECRETARY OF STATE

                            CERTIFICATE OF AMENDMENT

                                       OF

                             IRWIN UNION CORPORATION


I, LARRY A. CONRAD, Secretary of State of the Slate of Indiana, hereby certify
that Articles of Amendment for the above Corporation, in the form prescribed by
my office, prepared and signed in duplicate in accordance with "An Act
concerning domestic and foreign corporations for profit, providing penalties for
the violation hereof, and repealing all laws or parts of laws in conflict
herewith," approved March 16, 1929, and Acts supplemental thereto.

The Amendment: The exact text of Article V, Section I and Section 5.20

Whereas, upon due examination, I find that the Articles of Amendment conform to
law, and have endorsed my approval upon the duplicate copies of such Articles;
that all fees have been paid as required by law; that one copy of such Articles
has been filed in my office; and that the remaining copy of such Articles
bearing the endorsement of my approval and filing has been returned by me to the
Corporation.


In Witness Whereof, I have hereunto set my hand and affixed the seal of the
State of Indiana, at the City of Indianapolis, this 3rd day of March, 1973.



LARRY A. CONRAD, Secretary of State







                                       32
<PAGE>   33





                             ARTICLES OF AMENDMENT
                                     OF THE
                           ARTICLES OF INCORPORATION

                                       OF

                            IRWIN UNION CORPORATION

The undersigned officers of IRWIN UNION CORPORATION (hereinafter referred to as
the "Corporation") existing pursuant to the provisions of the Indiana General
Corporation Act, as amended (hereinafter referred to as the "Act"), desiring to
give notice of corporate action effectuating amendment of certain provisions of
its Articles of Incorporation, certify the following facts:

                                    ARTICLE I

                              Text of the Amendment

The exact text of Article(s).V Section and Section 5.20 of the Articles of
Incorporation of the Corporation, as amended (hereinafter referred to as the
"Amendments"), now is as follows:

Section 1. Number. The number of shares which the Corporation has the authority
to issue is 1,050,000 shares consisting of 1,000,000 common shares with a par
value of $5 per share, and 50,000 preferred shares without par value.

Section 5.20. Classes. The authorized shares of the Corporation (the "Shares")
shall be divided into two classes consisting of 1,000,000 common shares, par
value $5, (the "Common Shares") and 50,000 preferred shares without par value
(the "Preferred Shares").



                                       33
<PAGE>   34




                                   ARTICLE II
                           Manner of Adoption and Vote

Section 1. Action by Directors (select appropriate paragraph).

(a) The Board of Directors of the Corporation, at a meeting thereof, duly
called, constituted and held on at which a quorum of such Board of Directors was
present, duly adopted a resolution proposing to the Shareholders of the
Corporation entitled to vote in respect the Amendments that the provisions and
terms of Article V of its Articles of Incorporation be amended so as to read as
set forth in the Amendments; and called a meeting of such shareholders, to be
held March 20, 1973, to adopt or reject the Amendments, unless the same were so
approved prior to such date by unanimous written consent.


Section 2. Action by Shareholders (select appropriate paragraph)

(a) The Shareholders of the Corporation entitled to vote in respect of the
Amendments, at a meeting thereof, duly called, constituted and held on March 20
1973, the holders at which common shares were present in person or by proxy,
adopted the Amendments.

The holders of the following classes of shares were entitled to vote as a class
in respect of the Amendments:

(1)   Common shares

(2)

(3)




                                       34
<PAGE>   35




The number of shares entitled to vote in respect of the Amendments, the number
of shares voted in favor of the adoption of the Amendments, and the number of
shares voted against such adoption are as follows:

Total Shares Entitled to Vote as a Class (as listed immediately above)

<TABLE>
<CAPTION>

                                                Total               (1)              (2)          (3)

             <S>                                <C>                 <C>              <C>          <C>
             Shares entitled to vote:           282,984             282,984

             Shares voted in favor:             238,314             238,314
                                                ---------------------------

             Shares voted against:                   85                  85
</TABLE>



         Section 3. Compliance with Legal Requirements.

The manner of the adoption of the Amendments, and the vote by which they were
adopted, constitute full legal compliance with the provisions of the Act, the
Articles of Incorporation, and the By-Laws of the Corporation.

                                   ARTICLE III

             Statement of Changes Made With Respect to Any Increase
                  In The Number of Shares Heretofore Authorized

Aggregate Number of Shares
Previously Authorized                    550,000

Increase                                 500,000

Aggregate Number of Shares To Be Authorized After Effect of This Amendment
1,050,000



                                       35
<PAGE>   36




IN WITNESS WHEREOF, the undersigned officers execute these Articles of Amendment
of the Articles of Incorporation of the Corporation, and certify to the truth of
the facts herein stated, 18th day of March, 1973.

/s/ John A. Nash                                /s/ Robert E. Kirk
-------------------                             -------------------
(Written Signature                              Written Signature

John A. Nash                                    Robert E. Kirk

(Printed Signature)                             (Printed Signature)

Executive Vice President                        Secretary of
of Irwin Union Corporation                      Irwin Union Corporation




STATE OF INDIANA
SS:
COUNTY OF Bartholomew

I, the undersigned, a Notary Public duly commissioned to take acknowledgments
and administer oaths in the State of Indiana, certify that John A. Nash, the
Executive Vice President, and Robert E. Kirk, the Secretary of Irwin Union
Corporation the officers executing the foregoing Articles of Amendment of the
Articles of Incorporation, personally appeared before me, acknowledged the
execution thereof, and swore to the truth of the facts therein stated.

Witness my hand and Notarial Seal this 27th day of March, 1973.

/s/ Gloria Harbaugh
(Written Signature)

Gloria Harbaugh
(Printed Signature)

Notary Public

My Commission Expires: April 22, 1974

Stephen J. Dutton
This instrument was prepared by Stephen J. Dutton, Attorney at Law,
McHALE, COOK & WELCH, 906 Chamber of Commerce Building, Indianapolis, 46204





                                       36
<PAGE>   37



                                STATE OF INDIANA

OFFICE OF THE SECRETARY OF STATE

To Whom These Presents Come, Greeting:

WHEREAS, there has been presented to me at this office a Resolution of the Board
of Directors electing to be governed by the provisions of the Indiana Business
Corporation Law prior to August 1, 1987 of

                             IRWIN UNION CORPORATION

and said Resolution has been prepared and signed in accordance with the
provisions of the Indiana Business Corporation Law.
WHEREAS., upon due examination,, I find that it satisfies the requirements of
I.C. 23-1-17-3(b) and I.C. 23-1-13-1:
NOW, THEREFORE, I EDWIN J. SIMCOX, Secretary of State of Indiana, hereby certify
that I have this day filed the Resolution of the Board of Directors in this
office.

Effective date the provisions will apply is JUNE 24th, 1986.




In Witness Whereof, I have hereunto set my hand and affixed the seal of the
State of Indiana, at the City of Indianapolis, this 23rd day of June, 1986

/s/ Edwin J. Simcox
Secretary of State,





                                       37
<PAGE>   38




                              CERTIFICATE REGARDING
                           ELECTION OF APPLICATION OF
                        INDIANA BUSINESS CORPORATION LAW




         The undersigned, the duly elected and acting Secretary of Irwin Union
Corporation ("Corporation), respectively hereby certify, verify and affirm,
subject to the penalties for perjury, that the attached resolutions were adopted
by the Board of Directors of the Corporation at a meeting thereof, duly
constituted, and held on May 20, 1986; and that the effective date of the
election to have the Indiana Business Corporation Law apply to the Corporation,
as set forth in such resolutions is June 24, 1986.

Dated this 20th day of May 1986.




/s/ Matthew F. Souza
----------------------------------

[Name], [Office] of [Corporation]

Matthew F. Souza, Secretary
Irwin Union Corporation

ATTEST:

/s/Thomas D. Washburn
-----------------------
Senior Vice President
Irwin Union Corporation




                                       38
<PAGE>   39



                              RESOLUTIONS REGARDING
                           ELECTION TO BE GOVERNED BY
                    THE NEW INDIANA BUSINESS CORPORATION LAW



WHEREAS, the Indiana General Assembly has recently adopted new statutory
provisions governing business corporations, known as the Indiana Business
Corporation Law ("New Statute"); and

WHEREAS, the New Statute generally applies to all Indiana corporations after
July 31, 1987; although a corporation's board of directors may elect to have the
New Statute apply earlier by adopting and filing a resolution electing to have
the New Statute apply to that corporation; and

WHEREAS, the Board of Directors has carefully considered a summary and
presentation of significant provisions of the New Statute prepared by counsel to
the Corporation; and

WHEREAS, the Board of Directors has determined that it is in the best interests
of the Corporation to cause the New Statute to apply to the Corporation prior to
August 1, 1987, for the following reasons, among others;

(1) The New Statute provides greater flexibility in corporate governance and
thereby reduces the time and expense required to ensure compliance with state
law;

(2) The New Statute provides the Corporation with an increased opportunity to
recruit and retain qualified directors by providing them greater protection
against potential liability;

(3) The New Statute provides the Corporation with greater protection against
vexatious or groundless derivative suits, while protecting the rights of
shareholders to pursue meritorious derivative claims; and

(4) The New Statute provides the Corporation with greater protection against the
misuse of information obtained upon inspection by shareholders of corporate
records.

THEREFORE, BE IT RESOLVED, that the Board of Directors hereby elects to have the
New Statute (in particular, Ind. Code 23-1-18 through 23-1-54, excluding Ind.
Code 23-1-18-3, 23-1-21 and 23-1-53-3) apply to the Corporation on and after
June 24, 1986;

RESOLVED FURTHER, that the President, any Vice President, Secretary and
Treasurer, and each of them, be, and hereby are, authorized and directed to (1)
file the foregoing resolution in the Office of the Secretary of State of Indiana
and (2) take any and all additional action as may be deemed necessary or
desirable to implement the foregoing resolution.



                                       39
<PAGE>   40



                                    EXHIBIT A

                            ARTICLES OF INCORPORATION
                                       OF
                             IRWIN UNION CORPORATION


The undersigned incorporator or incorporators, desiring to form a corporation
(hereinafter referred to as the "Corporation") pursuant to the provisions of the
Indiana General Corporation Act, as amended (herein. after referred to as the
"Act,") execute the following Articles of Incorporation.




                                    ARTICLE I
                                      Name

The name of the Corporation is Irwin Union Corporation


                                   ARTICLE II
                                    Purposes

The purposes for which the Corporation is formed are:
The transaction of any and all lawful business for which corporations may be
incorporated under the Act, including by way of illustration and not of
limitation, the following:



                                       40
<PAGE>   41

                                                         Irwin Union Corporation
                                   ARTICLE II
                                    Purposes

2.01.    To Act as Holding Company. To purchase or otherwise acquire, own and
old the stock of other corporations and equity interest in other business
entities and to direct the operations of other corporations through the
ownership of stock therein and to direct the operations of other business
entities through the ownership of equity interests therein.


2.02.    Capacity to Act. To have the capacity to-act possessed by natural
persons, but to have authority to perform only such acts as are necessary,
convenient or expedient to accomplish the purposes for which it is formed and
such as are not repugnant to law.


2.03.    To Deal in Securities. To acquire, by purchase, subscription or
otherwise and to receive, hold, own, guarantee, sell, assign, exchange,
transfer, mortgage, pledge or otherwise dispose of or deal in and with any and
all securities (as hereinafter defined) issued or created by any corporation,
firm, organization, association or other entity, public or private, whether
formed under the laws of the United States of America or any state or
commonwealth thereof, or any foreign country, or by any agency, subdivision,
territory, dependency, possession or municipality of any of the foregoing, and
as owner thereof to possess and exercise all of the rights, powers and
privileges of ownership, including the right to execute consents and vote
thereon. The term "securities" as used herein shall mean any and all notes,
stocks, treasury stocks, bonds, debentures, evidences of indebtedness,
certificates of interest or participation in any profit sharing agreement,
collateral trust certificates, pre-organization certificates or subscriptions,
transferable shares, investment contracts, voting trust certificates,
certificates of deposit for a security, fractional undivided interests in oil,
gas or other mineral rights or, in general, any interests or instruments
commonly known as securities or any and all certificates of interest or
participation in temporary or interim certificates for, receipts for, guarantees
of, or warrants or rights to subscribe to or purchase any of the foregoing.

2.04.    Investment Management. To make, establish and maintain investments in
securities, funds or properties of any nature whatsoever and to manage such
funds; to do any and all acts and things for the preservation, protection,
improvement and enhancement of the value of such property or securities or
designed to accomplish any such purposes. To make investigations as to the
business affairs and property of corporations, partnerships and various forms of
business enterprises and to make appraisals and valuations of all kinds and
investigate and render opinions as to the advisability from a financial
standpoint of creating, merging, combining or otherwise dealing in business
enterprises




Article II, Page One

                                       41
<PAGE>   42


Irwin Union Corporation


2.05.    Creation of Corporations and Other Entities. To cause to be organized
under the laws of the United States of America or of any state, commonwealth,
territory, dependency or possession thereof, or of any foreign country, or of
any political subdivision, territory, dependency, possession or municipality
thereof, one or more corporations, firms, organizations, associations or other
entities, and to cause the same to be dissolved, wound up, liquidated, merged or
consolidated.

2.06.    To Deal in Good Will. To acquire by purchase or exchange, or by
transfer, or by merger or consolidation with, the Corporation of any
corporation, firm, organization, association or other entity owned or
controlled, directly or indirectly, by the Corporation, or otherwise to acquire
the whole or any part of the business, good will, rights or other assets of any
corporation, firm, organization, association or other entity and to undertake or
assume in connection therewith the whole or any part of the liabilities and
obligations thereof and to effect any such acquisition in whole or in part by
delivery of cash or other property, including securities issued by the
Corporation or by any other lawful means.

2.07.    To Engage in Lending. To make loans and give other forms of credit
including, but not limited to, financing, factoring and leasing, with or without
security, and to negotiate and make contracts and agreements in connection
therewith and to sell and underwrite credit insurance and life, property and
liability insurance, directly or throuc.1 subsidiaries.

2.08.    To Aid Subsidiaries. To aid by loans, subsidy, guaranty or in any other
lawful manner any corporation, firm, organization, association or other entity
of which any securities (as that term is defined in section 2.03 hereof) are in
any manner, directly or indirectly, held by the Corporation or in which the
Corporation or any such corporation, firm, organization, association or entity
may be or become otherwise interested; to guarantee the payment of dividends on
any stock issued by any such corporation, firm, organization, association or
entity; to guarantee or, to assume, with or without recourse against any such
corporation, firm, organization, association or entity, the payment of the
principal of, and/or the interest and premium, if any, on any obligations issued
or incurred by such corporation, firm, organization (association or entity; to
do any and all other acts and things for the enhancement, protection or
preservation of any securities which are in any manner, directly or indirectly,
held, guaranteed or assumed by the Corporation, and to do any and all acts and
things designed to accomplish, any such purpose.

2.09.    To Provide Services. To render service, assistance, counsel and advice
to and act as representative or agent in any capacity (whether managing,
operating, financial, purchasing, selling, advertising or otherwise) for any
corporation, firm, organization, association or other entity and to gather,
compile and disseminate information, data and advice in respect to matters of a
commercial, financial, statistical and business nature and to act as
consultants, counselors and advisors.

Article II, Page Two

                                       42
<PAGE>   43


Irwin Union Corporation


2.10.    To Deal in Real Estate. To acquire by purchase, exchange, lease or
otherwise, and to hold, own, improve, operate, manage, lease as lessee, let as
lessor, sell, convey or mortgage, whether alone or in conjunction with others,
real estate of every kind, character and description, and wherever situated, or
any interest therein including, without limiting the generality of the
foregoing, the design, development, management, acquisition, and operation of
commercial, mercantile and service structures and facilities of every character,
recreational structures and facilities, residential properties and structures,
and mobile home parks.

2.11.    To Deal in Personal Property. To acquire (by purchase, exchange, lease,
hire or otherwise), hold, mortgage, pledge, hypothecate, exchange, sell, deal in
and dispose of, at wholesale or retail, alone or in syndicates or otherwise in
conjunction with others, commodities or other personal property of every kind,
character and description and wherever situated, and any interest therein.

2.12.    To Deal in its Own Securities. To acquire (by purchase, exchange,
lease, hire or otherwise), hold, sell, transfer, reissue, or cancel its own
shares, or any securities or other obligations of the Corporation, in the manner
and to the extent now or hereafter permitted by the laws of Indiana, except that
the Corporation shall not use its funds or other assets for the purchase of its
own shares if such use would cause any impairment of the capital of the
Corporation, and except that its own shares beneficially owned by the
Corporation shall not be voted directly or indirectly.

2.13.    To Make Contracts. To enter into, make, perform and carry out, or
cancel and rescind, contracts for any lawful purposes to its business.

2.14.    To Enter into Partnerships. To enter into any lawful arrangement for
sharing profits, union of interest, reciprocal association or cooperative
association with any corporation, association, partnership individual or other
entity, for the carrying on of any business, transaction, or venture, which the
Corporation is authorized to carry on or any business, transaction, or venture
deemed necessary, convenient or incidental to carrying out of any of the
purposes of the Corporation.

2.15.    To Engage in Business Generally. To engage in any commercial,
financial, mercantile, industrial, manufacturing, marine, exploration, mining,
agricultural, research, licensing, servicing or agency business not prohibited
by law and any, some or all of the foregoing.

2.16.    To Borrow Money. To borrow money for any business object or purpose of
the Corporation from time to time without limit as to amount, to issue any kind
of indebtedness, whether or not in connection with borrowing money, including
evidences of indebtedness convertible into stock of the Corporation, to secure
the payment of any evidence of indebtedness by the creation of any interest in
any of the property or rights of the Corporation, whether at that time owned or
thereafter acquired.


Article II, Page Three


                                       43
<PAGE>   44


                                                         Irwin union Corporation


2.17.    To Execute Guarantees.  To make any guarantee respecting stocks,
dividends, securities, indebtedness, interest, contracts or other obligations.

2.18.    Stated Capital; Consideration for Shares. To determine the amount of
the stated capital and increase or reduce stated capital and determine the
consideration to be received for shares issued from time to time.

2.19.    Rights, Privileges and Powers. Subject to any limitations or
restrictions imposed by law or by these Articles of Incorporation, to have and
exercise all the rights, privileges and powers specified in or permitted under
the Indiana General Corporation Act.

2.20.    General Powers. To do everything necessary, proper, advisable or
convenient for the accomplishment of any of the purposes or the attainment of
any of the objects of the furtherance of any of the powers herein set forth and
to do every other act and thing incidental thereto or connected therewith which
is not forbidden by the laws of the State of Indiana or by the provisions of
these Articles of Incorporation.

2.21.    Construction. The foregoing sections shall be construed as purposes as
well as powers and the matters expressed in each section shall, unless otherwise
expressly provided, be in no way limited by reference to or inference from the
terms of any other section, each of such sections being regarded as creating
independent purposes and powers. The enumeration shall not be construed as
limiting or restricting in any manner either the meaning or general terms used
in any of the sections or the scope of the general powers of the Corporation
created thereby. The enumeration herein of any specific purposes or powers shall
not be held to limit or restrict in any manner the exercise by the Corporation
of the general powers now or hereafter conferred by the laws of the state of
Indiana nor shall the expression of one thing be deemed to exclude another not
expressed, whether or not it be of like nature. The titles contained herein are
solely for convenience and are not to be considered in construing the various
sections.

2.22.    Limiting Clause. Nothing in this article shall be construed to
authorize the conduct by the Corporation, directly or indirectly, of a rural
loan and savings association, credit union or a banking, railroad, insurance,
surety, trust, safe deposit, mortgage guarantee or building and loan business or
receiving deposits of money, bullion or foreign coins or of issuing bills,
notes, or other evidences of debt or circulation as money; provided, however,
that the Corporation may own, create or otherwise acquire all or part of the
issued and outstanding stock of corporations lawfully engaged in any of such
activities.





Article II, Page Four


                                       44
<PAGE>   45


                      CERTIFICATE OF CONSENT TO USE OF NAME

Irwin Union Bank and Trust Company, an Indiana bank, on its own behalf and on
behalf of its wholly-owned subsidiary, Irwin Union Realty Corporation, hereby
consents to incorporation under the Indiana General Corporation Act of a
incorporation on having the name Irwin Union Corporation; consents that said
corporation be authorized to transact business in Indiana; and grants permission
to use, and consents to the use of, the name Irwin Union Corporation by said
Indiana corporation as is provided by the Indiana General Corporation Act (IC
1971, 23-1-2-4).

IN WITNESS WHEREOF said Irwin Union Bank and Trust Company, an Indiana bank, has
caused this Certificate of Consent to be executed in its proper corporate name
by the officers below this day of May 1972.


IRWIN UNION BANK AND TRUST COMPANY
An Indiana Bank

By:  /s/ Paul. N. Dinkins
-------------------------
Paul N. Dinkins

Attest:

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

/s/ John A. Nash
------------------
John A. Nash, Secretary

STATE OF INDIANA
                                      ) SS:
COUNTY OF BARTHOLOMEW )

Subscribed and sworn to by Paul N. Dinkins and John A. Nash, to me known to be
the President and Secretary of Irwin Union Bank and Trust Company upon their
several oaths before me, a notary public, this 30 day of May 1972.

/s/ Antoinette Frenzer
------------------------------
Antoinette Frenzer
Notary Public

My commission expires:

December 23, 1972


This instrument prepared by Stephen J. Dutton, attorney at law.


                                       45
<PAGE>   46


                      CERTIFICATE OF CONSENT TO USE OF NAME


Irwin Union Foundation, an Indiana foundation hereby consents to the
incorporation under the Indiana General Corporation Act of a corporation having
the Irwin Union Corporation; consents that said corporation be authorized to
transact business in Indiana; and grants permission to use, and consents to the
use of, the name Irwin Union Corporation by said Indiana corporation as is
provided by the Indiana General Corporation Act (IC 1971, 23-1-2-4).


IN WITNESS WHEREOF said Irwin Union Foundation, an Indiana foundation, has
caused this Certificate of Consent to be executed in its proper corporate name
by the officers below this day of May, 1972.


                             IRWIN UNION FOUNDATION
                              An Indiana Foundation



By /s/ Paul N. Dinkins
---------------------
Paul N. Dinkins President

ATTEST:

/s/ James A. Joseph
----------------------------
James A. Joseph, Secretary


STATE OF INDIANA
                                       SS:
COUNTY OF BARTHOLOMEW


Subscribed and sworn to by Paul N. Dinkins and James A. Joseph, to me known to
be the President and Secretary of Irwin Union Foundation upon their several
oaths before me, a Notary Public, this, day of May, 1972.


/s/ Antoinette Frenzer
----------------------
Antoinette Frenzer

My Commission Expires:

December 23, 1972

This instrument prepared by Stephen J. Dutton, attorney at law.


                                       46
<PAGE>   47



ARTICLES OF INCORPORATION
IND. SECRETARY OF STATE OF
IRWIN UNION CORPORATION


Irwin Union Corporation (hereinafter referred to as the "Corporation") existing
pursuant to the Indiana Business Corporation Law, desiring to give notice of
corporate action effectuating amendment of certain provisions of its Articles of
Incorporation, sets forth the following facts:

ARTICLE I
AMENDMENT

Section 1. The date of incorporation of the Corporation is May 31, 1972.

Section 2. The name of the Corporation following this amendment is Irwin Union
Corporation.

Section 3. The exact text of Article V, Section 1 and Section 5.20 of the
Articles of Incorporation is now as follows:

Section 1. Number. The number of shares which the Corporation has the authority
to issue is 1,550,000 shares consisting of 1,500,000 Common Shares with a par
due of $5 par share, and 50,000 preferred shares without par value.

Section 5.20. Classes. The authorized shares of the Corporation (the "Shares")
shall be divided into two classes consisting of 1,500,000 Common Shares, par
value $5, (the "Common Shares") and 50,000 preferred shares without par value
(the "Preferred Shares").

Section 4. The Amendment was adopted by the shareholders of the Corporation on
March 22, 1989, and are to be effective upon the filing of these Articles of
Amendment.


                                       47
<PAGE>   48


                                   ARTICLE II

                           MANNER OF ADOPTION AND VOTE


The designation (i.e. common, preferred and any classification where different
classes of stock exists), number of outstanding shares, number of votes entitled
to be -cast by each voting group entitled to vote separately on the amendment
and the number of votes of each voting group represented at the meeting is set
forth below:

<TABLE>
<CAPTION>

                           Designation of Voting Group                                                 Common
                           <S>                                                                       <C>
                           Number of Outstanding Shares                                               630,007
                           Number of Votes Entitled to be Cast                                        630,007
                           Number of Votes Represented at Meeting                                     522,899
                           Shares Voted in Favor                                                      512,798
                                                                                                     --------
                           Shares Voted Against                                                         9,238
</TABLE>

IN WITNESS WHEREOF, the undersigned officer executes these Articles of Amendment
of the Articles of Incorporation of the Corporation, and verifies subject to the
penalties of perjury that the facts contained herein are true, this 10 day of
May, 1989.


IRWIN UNION CORPORATION

/s/ Matthew F. Souza
---------------------------
Matthew F. Souza, Secretary







This instrument was prepared by Stephen J. Hackman, Attorney at Law, ICE MILLER
DONADIO & RYAN, One American Square, Box 82001, Indianapolis, Indiana
46282-0002.







                                       48


<PAGE>   49


                                                                    EXHIBIT 3(d)

                          ARTICLES OF AMENDMENT OF THE
                            ARTICLES OF INCORPORATION

                              ARTICLES OF AMENDMENT
                                     OF THE
                            ARTICLES OF INCORPORATION
                                       OF

                             Irwin Union Corporation

         The above corporation (hereinafter referred to as the Corporation
existing pursuant to the Indiana Business Corporation Law. desiring to give
notice of corporate action effectuating amendment of certain provisions of its
Articles of Incorporation, sets forth the following facts:

                            ARTICLE I - AMENDMENT(S)

Section 1:  Date of Incorporation:  May 31, 1972

Section 2:  The name of the Corporation following this amendment:  Irwin
Financial Corporation

Section 3:  The exact text of Article(s) see attached of the Articles of
Incorporation is now as follows (attach additional pages it necessary).

Date of each Amendment's Adoption:  August 21, 1990


                                       49
<PAGE>   50


Section 4: (Complete this section only if amendments provides for an exchange,
reclassification or cancellation of issued shares and provisions for
implementing the amendment are not contained in the amendment itself.

Provisions for implementing the exchange, reclassification or cancellation of
issued shares are set forth below (Attach additional sheets if necessary):

N/A



                    ARTICLE 11 - MANNER OF ADOPTION AND VOTE

SECTION 1: Shareholder vote not required.
The amendment(s) was/were adopted by the incorporators or board of directors
without shareholder action and shareholder action was not required.

SECTION 2: Vote of Shareholders.
The designation (i.e. common, preferred and any classification were different
classes of stock exists). number of outstanding shares. number of votes entitled
to be Cast by each voting group) entitled to vote separately on the amendment
and the number of votes of each voting group represented at the meeting is set
forth below: see attached.

DESIGNATION OF EACH VOTING GROUP.

NUMBER OF OUTSTANDING SHARES:

NUMBER OF VOTES ENTITLED TO BE CAST:

NUMBER OF VOTES REPRESENTED AT THE MEETING:

SHARES VOTED IN FAVOR.

SHARES VOTED AGAINST:


In Witness Whereof, the undersigned being Vice President and Secretary of said
Corporation executes these Articles of Amendments of the Articles of
Incorporation and verifies. subject to penalties of perjury that the statements
contained herein are true, this 4th day of September, 1990.

/s/ Matthew F. Souza                                          Matthew F. Souza

Signature                                                     Printed


                                       50
<PAGE>   51


                                    ARTICLE I

AMENDMENT

Section 1. The date of incorporation of the Corporation is May 31, 1972.

Section 2. The name of the Corporation following this amendment is Irwin
Financial Corporation.

Section 3. The exact text of Article I of the Articles of Incorporation is now
as follows:

Name.  The name of the Corporation is Irwin Financial Corporation.

Section 4. The Amendment was adopted by the shareholders of the Corporation on
August 21, 1990, and are to be effective upon the filing of these Articles of
Amendment.

                                   ARTICLE II
                           MANNER OF ADOPTION AND VOTE

The designation (i.e. common, preferred and any classification where different
classes of stock exists), number of outstanding shares, number of votes entitled
to be cast by each voting group entitled to vote separately on the amendment and
the number of votes of each voting group represented at the meeting is set forth
below:

                             Designation of voting Group                Common

                             Number of outstanding shares:             934,780
                             Number of votes entitled to be cast:      934,780
                             Number of votes represented at the
                             meeting:                                  713,402
                             Shares voted in favor:                    701,376
                             Shares voted against:                      10,175








                                       51


<PAGE>   52


                                STATE OF INDIANA
                        OFFICE OF THE SECRETARY OF STATE

                              ARTICLES OF AMENDMENT

To Whom These Presents Come, Greeting:

WHEREAS, there has been presented to me at this office, Articles of Amendment
for:

         Irwin Financial Corporation

and said Articles of Amendment have been prepared and signed in accordance with
the provisions of the Indiana Business Corporation Law, as amended.

NOW, THEREFORE, I JOSEPH H. HOGSETT, Secretary of State of Indiana, hereby
certify that I have this day filed said articles in this office.

The effective date of these Articles of Amendment is April 30, 1992.

IN Witness Whereof, I have hereunto set my hand and affixed the seal of the
State of Indiana, at the City of Indianapolis, this Thirtieth day of April,
1992.

JOSEPH H. HOGSETT, Secretary of State


                                       52
<PAGE>   53


                          ARTICLES OF AMENDMENT OF THE
                          ARTICLES OF INCORPORATION OF:


The undersigned officers of Irwin Financial Corporation

(hereinafter referred to as the "Corporation") existing pursuant to the
provisions of: Indiana Business Corporation Law

as amended (hereinafter referred to as the "Act"), desiring to give notice of
corporate action effectuating amendment of certain provisions of Articles of
Incorporation, certify the following facts:

                             ARTICLE I Amendment(s)

SECTION I The date of incorporation of the corporation is:  May 31, 1972

SECTION 2 The name of the corporation following this amendment to the Articles
of Incorporation is:  same as above


SECTION 3

The exact text of Article(s): V Section 1 Number of the Articles of
Incorporation now as follows:

The number of shares which the Corporation has the authority to issue is
7,550,000 shares consisting of common shares with a par value of $5 per share,
and 50,000 preferred shares without par value.


SECTION 4 Date of each amendment's adoption:

April 21, 1992

                                       53
<PAGE>   54


                                   ARTICLE 11

                           Manner of Adoption and Vote

SECTION 1 Action by Directors:
The Board of Directors of the Corporation duly adopted a resolution proposing to
amend the terms and provisions of Article(s) of the Articles of Incorporation
directing a meeting of the Shareholders, to be held on allowing such
Shareholders to-vote on the proposed amendment.
The resolution was adopted by (Select appropriate paragraph)
(a)Vote of the Board of Directors at a meeting held on      at which a quorum of
such Board was present.

(b) Written consent executed on          , and signed by all member of the Board
of Directors.

SECTION 2 Action by Shareholders:

The Shareholders of the Corporation entitled to vote in respect of the Articles
of Amendment adopted the proposed amendment.

The amendment was adopted by: (Select appropriate paragraph)

(a) Vote of such Shareholders during the meeting called by the Board of
Directors. The result of such vote is as follows:

                                                                     TOTAL
               SHAREHOLDERS ENTITLED TO VOTE.                      1,417,891
               SHAREHOLDERS VOTED IN FAVOR:                        1,211,029
               SHAREHOLDERS VOTED AGAINST.                            10,668

(b) Written consent executed on          19  and signed by all such Shareholders

SECTION 3 Compliance with Legal requirements.

The manner of the adoption of the Articles of Amendment and the vote by which
they were adopted constitute full legal compliance the provisions of the Act.
the Articles of Incorporation, and the By-Laws of the Corporation.

I hereby verify subject to the Penalties of perjury that the statements
contained are true this

/s/ Matthew F. Souza
-------------------------
Vice President and Secretary

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


                                       54
<PAGE>   55



                                STATE OF INDIANA
                        OFFICE OF THE SECRETARY OF STATE

                              ARTICLES OF AMENDMENT

To Whom These Presents Come, Greeting:

WHEREAS, there has been presented to them at this office, Articles of Amendment
for:

         Irwin Financial Corporation

and said Articles of Amendment have been prepared and signed in accordance with
the provisions of the Indiana Business Corporation Law, as amended.

NOW, THEREFORE, I JOSEPH H. HOGSETT, Secretary of State of Indiana, hereby
certify that I have this day filed said articles in this office.

The effective date of these Articles of Amendment is April 28, 1994.

IN Witness Whereof, I have hereunto set my hand and affixed the seal of the
State of Indiana, at the City of Indianapolis, this Twenty-eighth day of April,
1994.

/s/ JOSEPH H. HOGSETT
-------------------------------
JOSEPH H. HOGSETT, Secretary of State

By /s/ Peggy Runes
----------------------------
Peggy Runes, Deputy

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

                                       55
<PAGE>   56


                          ARTICLES OF AMENDMENT OF THE
                          ARTICLES OF INCORPORATION OF:



The undersigned officers of IRWIN FINANCIAL CORPORATION

(hereinafter referred to as the "Corporation") existing pursuant to the
provisions of:
(Indicate appropriate act)
Indiana Business Corporation Law
as amended (hereinafter referred to as the "Act"), desiring to give notice of
corporate action effectuating amendment certain provisions of Articles of
Incorporation, certify the following facts:


                             ARTICLE I Amendment(s)

SECTION 1 The date of incorporation of the corporation is:  May 31, 1972

SECTION 2 The name of the corporation following this amendment to the Articles
of Incorporation is:

same as above

SECTION 3

The exact text of Article(s) V., Section 1. Number of the Articles of
Incorporation
         now as follows:

The number of shares which the Corporation has the authority to issue is
7,550,000 shares consisting of 7,500,000 common shares without par value, and
50,000 preferred shares without par value.

SECTION 4 Date of each amendment's adoption:

April 26, 1994


                                       56
<PAGE>   57


                     ARTICLE II Manner of Adoption and Vote

Section 1 Action by Directors:
The Board of Directors of the Corporation duly adopt a resolution proposing to
amend the terms and provisions of Articles            of the Articles of
Incorporation such Shareholders to vote on the proposed amendment.

The resolution was adopted by: (Select appropriate paragraph)

(a) Vote of the Board of Directors at a meeting held on                 19   at
which a quorum of such Board was present.

(b) Written consent executed on                          19   and signed by all
members the Board of Directors.

The Shareholders of the Corporation entitled to vote in respect of the Articles
of Amendment adopted the Proposed amendment.
The amendment was adopted by: (Select appropriate paragraph)       (a)


(a) Vote of such Shareholders during the meeting called by the Board of
Directors. The result of such vote is as follows:

SHAREHOLDERS ENTITLED TO VOTE:                       5,833,135

SHAREHOLDERS VOTED IN FAVOR:                         4,986,081

SHAREHOLDERS VOTED AGAINST:                             27,183

(b) Written consent executed on                   and signed by all such
Shareholder of the adoption of the Articles of Amendment and the vote by which
they were adopted constitute full legal Compliance of the Act, the Articles of
Incorporation, and the By-Laws of the Corporation.



I hereby verify subject to the penalties of perjury that the statements
contained are true the 27th day of April, 1994.

/s/ Matthew F. Souza                 Matthew F. Souza
Signature                            Printed Name

Officer's Title:  Vice President and Secretary

                                       57
<PAGE>   58


                                STATE OF INDIANA
                        OFFICE OF THE SECRETARY OF STATE

                              ARTICLES OF AMENDMENT

To Whom These Presents Come, Greeting:

WHEREAS, there has been presented to me at this office, Articles of Amendment
for:

                           IRWIN FINANCIAL CORPORATION

and said Articles of Amendment have been prepared and signed in accordance with
the provisions of the Indiana Business Corporation Law, as amended.

NOW, THEREFORE, I, SUE ANNE GILROY, Secretary of State of Indiana, hereby
certify that I have this day filed said articles in this office.

The effective date of these Articles of Amendment is May 02, 1996.

In Witness Whereof, I have hereunto set my hand and affixed the seal of the
State of Indiana, at the City of Indianapolis, this Second day of May, 1996.

/s/ Sue Anne Gilroy
--------------------------
SUE ANNE GILROY, Secretary of State

JB
---------------------------
Deputy

                                       58
<PAGE>   59


ARTICLES OF AMENDMENT OF THE ARTICLES OF INCORPORATION

                          ARTICLES OF AMENDMENT OF THE
                          ARTICLES OF INCORPORATION OF:

Name of Corporation
Irwin Financial Corporation

The undersigned officers of: Irwin Financial Corporation (hereinafter referred
to as the "Corporation") existing pursuant to the provisions of: (indicate
appropriate act) Indiana Business Corporation Law as amended

(hereinafter referred to as the "Act"), desiring to give notice of corporate
action effectuating amendment of certain provisions of its Articles of
Incorporation, certify the following facts:

                             Article I Amendment(s)

SECTION 1 The date of incorporation of the Corporation is:  May 31, 1972

SECTION 2 The name of the Corporation following this amendment to the Articles
of Incorporation is: same as above

SECTION 3

The exact text of Article(s) V. Section 1. Number of Incorporation is now as
follows:

The number of shares which the Corporation has the authority to issue is
of the Articles 40,050,000 shares consisting of 40,000,000 common shares without
par value, and 50,000 preferred shares without par value.

SECTION 4 Date of each amendment's adoption: April 30, 1996

                                       59
<PAGE>   60


ARTICLE 11 Manner of Adoption and Vote

SECTION I This amendment was adopted by the Board of Directors or incorporators
and shareholder action was not required.

SECTION 2 The shareholders of the Corporation entitled to vote in respect to the
amendment adopted the proposed amendment. The amendment was adopted by:

A. Vote of such shareholders during a meeting called by the Board of Directors.
The result of such vote is as follows:

Shares entitled to vote.                                   5,670,586

Number of shares represented at the meeting.               5,296,068

Shares voted in favor.                                     4,928,818

Shares voted against.                                        344,339

B. Written consent executed on                                    19 and signed

by all such shareholders.



ARTICLE III Compliance with Legal Requirements


The manner of the adoption of the Articles of Amendment and the vote by which
they were adopted constitute full legal compliance with the provisions of the
Act, the Articles of Incorporation, and the By-Laws of the Corporation.

I hereby verify, subject to the penalties of perjury, that the statements
contained herein are true, this lst day of May, 1996


/s/ Matthew F. Souza
------------------------------
Matthew F. Souza
Vice President and Secretary


                          ARTICLES OF AMENDMENT OF THE

                            ARTICLES OF INCORPORATION

                          ARTICLES OF AMENDMENT OF THE
                          ARTICLES OF INCORPORATION OF:

Name of Corporation Irwin Financial Corporation
Date of Incorporation May 31, 1972


                                       60
<PAGE>   61

The undersigned officers above referenced Corporation (hereinafter referred to
as the "Corporation") existing pursuant to the provisions of. (Indicate
appropriate act)

    X Indiana Business Corporation Law as amended (hereinafter referred to as
    the "Act"), desiring to give notice of corporate action effectuating
    amendment of certain provisions of its Article of Incorporation, certify the
    following facts:

                                    ARTICLE I

  The exact text of Article(s) V., Section I of the Articles

           (NOTE. if amending the name of corporation, write Article "I" in
            space above and write, "The name of the Corporation is below.)

        "Section 1. Number and Classes of Shares." The total number of shares,
        which the Corporation shall have the authority to issue, is 44,000,000
        shares. The total authorized shares of the Corporation shall be divided
        into two classes: a class of up to 40,000,000 Common Shares without par
        value (the "Common Shares") and a class of up to 4,000,000 Preferred
        Shares without par value (the "Preferred Shares"). The Common Shares and
        the Preferred Shares are collectively referred to herein as the
        "Shares."

                                   ARTICLE II

Date of each amendments adoption:  April 29, 1999

                     ARTICLE III Manner of Adoption and Vote

  Mark applicable section: NOTE - Only in limited situations does Indiana law
  permit an Amendment without shareholder approval. Because a name change
  requires shareholder approval, Section 2 must be marked and either A or B
  completed.

SECTION 1 This amendment was adopted by the Board of Directors or incorporators
and shareholder action was not required.


X  SECTION 2 The shareholders of the Corporation entitled to vote in respect
                  to the amendment adopted the proposed amendment.  The
                  amendment was adopted by: (Shareholder approval may be by
                  either A or B.)
                A. Vote of such shareholders during a meeting called by the
                Board of Directors. The result of such vote is as follows:

                           21689574 Shares entitled to vote.
                           19149002 Number of shares represented at the meeting.
                           15586607 Shares voted in favor.
                            2023197 Shares voted against.

                B. Unanimous written consent executed on _______ 19__ and signed
                by all shareholders entitled to vote.

                                       61
<PAGE>   62



                  ARTICLE IV Compliance with Legal Requirements

      The manner of the adoption of the Articles of Amendment and the vote by
      which they were adopted constitute full legal compliance with the
      provisions of the Act, the Articles of Incorporation, and the By-Laws of
      the Corporation.

      I hereby verify, subject to the penalties of perjury, that the statements
      contained herein are true, this 3rd day of May, 1999

      Signature of current officer or chairman of the board
      Printed name of officer or chairman of the board Matthew F. Souza

Signature's title   /s/ Matthew F. Souza
Secretary


                                       62


<PAGE>   63


                          ARTICLES OF AMENDMENT OF THE

                            ARTICLES OF INCORPORATION

                          ARTICLES OF AMENDMENT OF THE
                          ARTICLES OF INCORPORATION OF:

Name of Corporation Irwin Financial Corporation
Date of Incorporation May 31, 1972

The undersigned officers above referenced Corporation (hereinafter referred to
as the 'Corporation") existing pursuant to the provisions of. (Indicate
appropriate act)

    X Indiana Business Corporation Law as amended (hereinafter referred to as
    the "Act"), desiring to give notice of corporate action effectuating
    amendment of certain provisions of its Article of Incorporation, certify the
    following facts:

                                    ARTICLE I

  The exact text of Article(s) V., Section 2, 5.20 of the Articles

           (NOTE. if amending the name of corporation, write Article "I" in
           space above and write, "The name of the Corporation is below.)

Section Deleted.

                                   ARTICLE II

Date of each amendments adoption:  April 29, 1999

                     ARTICLE III Manner of Adoption and Vote

  Mark applicable section: NOTE - Only in limited situations does Indiana law
  permit an Amendment without shareholder approval. Because a name change
  requires shareholder approval, Section 2 must be marked and either A or B
  completed.

SECTION 1 This amendment was adopted by the Board of Directors or incorporators
and shareholder action was not required.

X  SECTION 2 The shareholders of the Corporation entitled to vote in respect
             to the amendment adopted the proposed amendment.  The amendment was
             adopted by: (Shareholder approval may be by either A or B.)
           A. Vote of such shareholders during a meeting called by the
           Board of Directors. The result of such vote is as follows:

                           21689574 Shares entitled to vote.
                           19149002 Number of shares represented at the meeting.
                           18987492 Shares voted in favor.
                              81949 Shares voted against.

                                       63
<PAGE>   64


                B. Unanimous written consent executed on _______ 19__ and signed
                by all shareholders entitled to vote.

                  ARTICLE IV Compliance with Legal Requirements

      The manner of the adoption of the Articles of Amendment and the vote by
      which they were adopted constitute full legal compliance with the
      provisions of the Act, the Articles of Incorporation, and the By-Laws of
      the Corporation.

      I hereby verify, subject to the penalties of perjury, that the statements
      contained herein are true, this 3rd day of May, 1999

      Signature of current officer or chairman of the board

      Printed name of officer or chairman of the board Matthew F. Souza

Signature's title   /s/ Matthew F. Souza
Secretary




                          ARTICLES OF AMENDMENT OF THE
                            ARTICLES OF INCORPORATION

                           IRWIN FINANCIAL CORPORATION


                               Article I Amendment

         The exact text of Article V., Section 2 of the Articles is amended to
         add a new Section 5.27, as set forth in Exhibit A and Exhibit B
         attached hereto, respectively.


                                   Article II

         Date of each amendment's adoption:  August 26, 1999.


                     Article III Manner of Adoption and Vote

         SECTION 1 This amendment was adopted by the Board of Directors or
         incorporators and shareholder action was not required.

                  Article IV Compliance with Legal Requirements

The manner of the adoption of the Articles of Amendment and the vote by which
they were adopted constitute full legal compliance with the provisions of the
Act, the Articles of Incorporation, and the By-Laws of the Corporation.

I hereby verify, subject to the penalties of perjury, that the statements
contained herein are true, this 2nd day of September, 1999.

/s/ Matthew F. Souza
Matthew F. Souza, Secretary

                                       64

<PAGE>   65

                                                                       EXHIBIT A

                           IRWIN FINANCIAL CORPORATION

                 TERMS OF SERIES A CONVERTIBLE PREFERRED SHARES

         By resolutions adopted on April 29, 1999 and August 26, 1999, the Board
of Directors of Irwin Financial Corporation (the "Corporation"), has established
and designated a series of Preferred shares to be called the Series A
Convertible Preferred Shares (the "Series A Preferred Shares"), to consist of
67,000 shares having the following terms.


         1.       Definitions.

                  "Bank" means Irwin Union Bank and Trust Company, a commercial
         bank chartered under the laws of the State of Indiana and a
         wholly-owned subsidiary of the Corporation.

                  "Banking Office" means, collectively, the banking offices
         operated by the Bank in Monroe County, Indiana, including locations at
         300 W 6th St., Bloomington, IN 47404; 1175 College Mall Rd., Box A,
         Bloomington, IN 47401; and 528 S. College Ave., Box A, Bloomington, IN
         47401.

                  "Board" means the Board of Directors of the Corporation.

                  "Common Shares" means the common shares of the Corporation.

                  "Corporation" means Irwin Financial Corporation, an Indiana
         corporation.

                  "Deposit Goal" means the goal that the average deposits at the
         Bank on behalf of the Banking Office for any calendar quarter equal or
         exceed $34,000,000, with the calculations to be made as set forth in
         Section 4(b)(iii) herein.

                  "Person" means an individual, a partnership, a joint venture,
         a corporation, an association, a trust, or any other entity or
         organization.

                  "Purchase Price" means the price per share at which the Series
         A Preferred Shares have been offered and sold by the Corporation to
         qualified investors pursuant to a Confidential Private Placement
         Memorandum.

                  "Series A Preferred Shares" means the Series A Convertible
         Preferred Shares of the Corporation.

                  "Start Date" means the first day of the calendar quarter
         following the closing date of the offering. The Start Date is the date
         from which

                                       65

<PAGE>   66

         the Corporation will measure the amount of deposits at the Bank on
         behalf of the Banking Office for the purposes of determining
         conversion rights.

         2.       Dividends. The holders of outstanding Series A Preferred
Shares shall not be entitled to receive any dividends on the Series A Preferred
Shares.

         3.       Redemption.

                  (a) The outstanding Series A Preferred Shares are redeemable
         at the option of the Corporation, out of the assets of the Corporation
         legally available therefor, at any time or from time to time, in whole
         and not in part, at a redemption price per share of Series A Preferred
         Shares (the "Redemption Price") equal to the Purchase Price; provided,
         however, that for a period of not less than 30 days prior to the date
         fixed for redemption (the "Redemption Date"), the holders of the
         outstanding Series A Preferred Shares shall have an option to convert
         each Series A Preferred Share into 1.25 Common Shares.

                  (b) Notice of any redemption of Series A Preferred Shares,
         specifying the date fixed for redemption, the redemption price and the
         place at which shareholders may obtain payment of the Redemption Price
         upon surrender of their certificates, and the option of the
         shareholders to convert their Series A Preferred Shares into Common
         Shares, shall be mailed to each holder of record of the shares to be
         redeemed, at such holder's address of record, not less than 35, nor
         more than 90 days prior to the Redemption Date. Such notice shall set
         forth the manner in which shareholders may convert their Series A
         Preferred Shares into Common Shares, or to receive the Redemption
         Price, upon surrender of their certificates.

                  (c) Unless the Corporation defaults in the payment in full of
         the Redemption Price, (i) all rights of the holders of such Series A
         Preferred Shares as shareholders of the Corporation by reason of the
         ownership of such shares (including, without limitation, the right to
         convert the Series A Preferred Shares into Common Shares) shall cease
         on the Redemption Date except the right to receive the amount payable
         upon redemption of such shares upon presentation and surrender of the
         respective certificates evidencing such shares, and (ii) such shares
         shall be deemed not to be outstanding after the Redemption Date.

                  (d) Any Series A Preferred Shares that have been redeemed
         shall, after such redemption, not be reissued as Series A Preferred
         Shares, but shall become authorized but unissued Preferred Shares of
         the Corporation, and the certificates evidencing such shares shall be
         canceled.

                  (e) Any notice required by the provisions of this Section 3 to
         be given to the holders of Series A Preferred Shares shall be deemed
         given if deposited in the United States mail postage prepaid, and
         addressed to each holder of record at his, her or its address appearing
         on the books of the Corporation.


                                       66
<PAGE>   67


         4. Conversion Rights. The Series A Preferred Shares shall be
convertible into Common Shares as follows:

                  (a) No Optional Conversion. Other than pursuant to a
         redemption of the Series A Preferred Shares as set forth in Section 3
         above, the holders of Series A Preferred Shares shall have no optional
         rights to convert such shares into Common Shares.

                  (b) Automatic Conversion. Each Series A Preferred Share shall
         be automatically converted, without any further act of the Corporation
         or the holders of Series A Preferred Shares, into fully paid and
         nonassessable Common Shares in the manner and at the times specified
         below:

                           (i) Second Anniversary after Start Date. If the
                  Deposit Goal is met prior to twenty-four (24) months from the
                  Start Date, (A) the date of the automatic conversion into
                  Common Shares shall be twenty-seven (27) months after the
                  Start Date, and (B) each Series A Preferred Share shall
                  automatically be converted into 1.25 Common Shares. If the
                  Deposit Goal has not been met prior to twenty-four (24) months
                  from the Start Date, the Series A Preferred Shares will not be
                  converted into Common Shares until after the third anniversary
                  of the Start Date.

                           (ii) Third Anniversary after Start Date. If the
                  conversion of the Series A Preferred Shares into Common Shares
                  has not previously taken place within thirty-six (36) months
                  after the Start Date, then, thirty-nine (39) months after the
                  Start Date, each outstanding Series A Preferred Share shall
                  automatically be converted into (A) 1.10 Common Shares if the
                  Deposit Goal has been met prior to the end of thirty-six (36)
                  months after the Start Date, and (B) 1.02 Common Shares if the
                  Deposit Goal has not been met prior to the end of thirty-six
                  (36) months after the Start Date.

                           (iii) Determination of Whether Deposit Goal Has Been
                  Met. The Deposit Goal shall have been met prior to a specified
                  date if the average deposits at the Bank on behalf of the
                  Banking Office for any calendar quarter prior to such date
                  equal or exceed $34,000,000. For the purposes of determining
                  whether the Deposit Goal has been met, the corporation will
                  follow the following procedures:

                                    Deposits: For the purpose of making the
                           Deposit Goal calculations, "deposits" means the book
                           balances of all accounts which are insurable by the
                           Federal Deposit Insurance Corporation (such as
                           demand, savings, time, money market and NOW accounts
                           and certificates of deposit), including the balances
                           in such accounts in excess of $100,000; provided,
                           however, that certificates of deposit shall be
                           included in the total amount of deposits only to the
                           extent that they do not exceed 10% of total deposits.

                                       67

<PAGE>   68

                                    Credit for Deposits: The specific banking
                           office at which a deposit account is opened receives
                           the credit for the account; provided, however, that
                           if the Banking Office is not authorized to accept
                           deposits or has not yet opened for business, a
                           deposit account may be established at another banking
                           office on behalf of the Banking Office if designated
                           as such. The Bank's accounting system tracks and
                           accounts for all depository accounts on a daily
                           basis.

                                    Calendar Quarter Average: After a calendar
                           quarter has expired, the Bank will calculate the
                           calendar quarter average of deposits for accounts
                           designated as gathered on behalf of the Banking
                           Office by adding the sum of the daily general ledger
                           balance for such deposits and then dividing this sum
                           by the number of days in the calendar quarter.

                  All determinations regarding whether the Deposit Goal has been
                  met as of any date shall be made by the Board of Directors of
                  the Corporation, whose determinations in this regard shall be
                  final and conclusive for all purposes.

                  (c) Mechanics of Conversion. Upon the occurrence of the dates
         specified in Section 4(b) above, the outstanding Series A Preferred
         Shares shall be converted automatically without any further action by
         the holders of such shares and whether or not the certificates
         representing such shares are surrendered to the Corporation or its
         transfer agent; provided, however, that the Corporation shall not be
         obligated to issue to any holder certificates evidencing the Common
         Shares issuable upon such conversion unless certificates evidencing the
         Series A Preferred Shares are delivered either to the Corporation or
         any transfer agent designated by the Corporation. Conversion shall be
         deemed to have been effected on the date of the occurrence of the dates
         specified in Section 4(b) above, as the case may be, and such date is
         referred to herein as the "Conversion Date." Subject to the provisions
         of Section 4(b) above, as promptly as practicable thereafter (and after
         surrender of the certificate or certificates representing the Series A
         Preferred Shares to the Corporation or any transfer agent designated by
         the Corporation), the Corporation shall issue and deliver to such
         holder a certificate or certificates for the number of full Common
         Shares to which such holder is entitled as provided in Section 4(b)
         hereof. Subject to the provisions of Section 4(b), the person in whose
         name the certificate or certificates for Common Shares are to be issued
         shall be deemed to have become a holder of record of such Common Shares
         on the applicable Conversion Date.

                  (d) Fractional Shares. No fractional Common Shares or scrip
         shall be issued upon conversion of Series A Preferred Shares. In lieu
         of any fractional Common Shares which would otherwise be issuable upon
         conversion of any Series A Preferred Shares, the number of full Common
         Shares issuable upon conversion thereof shall be increased to the next
         higher number of whole shares.

                  (e) Rights After Conversion Date. From and after the
         Conversion Date (unless the Corporation defaults in issuing Common
         Shares in

                                       68

<PAGE>   69

         conversion for the outstanding Series A Preferred Shares on the
         Conversion Date), such Series A Preferred Shares shall be deemed
         not to be outstanding and all rights of the holders of such shares as
         Shareholders of the Corporation by reason of the ownership of such
         shares shall cease, except the right to receive Common Shares as
         provided in Section 4(b) herein on presentation and surrender of the
         respective certificates evidencing such Series A Preferred Shares. Upon
         presentation and surrender, on or after the Conversion Date, of any
         certificate evidencing Series A Preferred Shares (properly endorsed or
         assigned for transfer, if the Corporation shall so require), such
         shares shall be converted by the Corporation for Common Shares as
         provided in this Section 4.

                  (f) Authorized, But Unissued Shares. Any Series A Preferred
         Shares that shall at any time have been converted into Common Shares
         pursuant to this Section 4 shall, after such conversion become
         authorized but unissued Preferred Shares of the Corporation, and the
         certificates evidencing such shares shall be canceled.

                  (g) Reservation of Shares. The Corporation shall reserve at
         all times so long as any Series A Preferred Shares remain outstanding,
         free from preemptive rights, out of its treasury shares or its
         authorized but unissued Common Shares, or both, solely for the purpose
         of effecting the conversion of the Series A Preferred Shares,
         sufficient Common Shares to provide for the conversion of all
         outstanding Series A Preferred Shares.

                  (h) Fully Paid and Nonassessable Shares. All Common Shares or
         other securities which may be issued upon conversion of the Series A
         Preferred Shares will upon issuance by the Corporation be duly and
         validly issued, fully paid and nonassessable and free from all taxes,
         liens and charges with respect to the issuance thereof and the
         Corporation shall take no action which would cause a contrary result.

         5. Conversion Ratio Adjustments. The number of Common Shares into which
the Series A Preferred Shares shall be converted pursuant to Section 4 (the
"Conversion Ratios") and the securities or other property deliverable upon
conversion of the Series A Preferred Shares shall be subject to adjustment from
time to time as follows:

                  (a) Share Subdivisions or Split-Ups. If the number of Common
         Shares outstanding at any time after the date of issuance of the Series
         A Preferred Shares is increased by a subdivision or split-up of Common
         Shares, then immediately after the record date fixed for the
         determination of holders of Common Shares entitled to receive such
         subdivision or split-up, as the case may be, the Conversion Ratios
         shall be appropriately increased so that the holder of any Series A
         Preferred Shares thereafter converted shall be entitled to receive the
         number of Common Shares of the Corporation which the holder would have
         owned immediately following such action had such Series A Preferred
         Shares been converted immediately prior thereto.

                  (b) Combinations of Shares. If the number of Common Shares
         outstanding at any time after the date of issuance of the Series A
         Preferred Shares is decreased by a combination of the outstanding
         Common

                                       69

<PAGE>   70
         Shares, then, immediately after the effective date of such combination,
         the Conversion Ratios applicable thereto shall be appropriately
         decreased so that the holder of any Series A Preferred Shares
         thereafter converted shall be entitled to receive the number of Common
         Shares of the Corporation which the holder would have owned immediately
         following such action had such Series A Preferred Shares been converted
         immediately prior thereto.

                  (c) Reorganization, Reclassification, Merger, Sale of All
         Assets, etc. In case of any capital reorganization of the Corporation,
         or of any reclassification of the Common Shares, or in case of the
         consolidation of the Corporation with or the merger of the Corporation
         with or into any other Person or of the sale, lease or other transfer
         of all or substantially all of the assets of the Corporation to any
         other Person, or in the case of any distribution of cash or other
         assets or of notes or other indebtedness of the Corporation or any
         other securities of the Corporation (except Common Shares) to the
         holders of its Common Shares, each Series A Preferred Share shall,
         after such capital reorganization, reclassification, consolidation,
         merger, sale, lease or other transfer or such distribution, be
         convertible into the number of shares or other securities or property
         to which the Common Shares issuable (at the time of such capital
         reorganization, reclassification, consolidation, merger, sale, lease or
         other transfer or such distribution) upon conversion of such Series A
         Preferred Shares would have been entitled upon such capital
         reorganization, reclassification, consolidation, merger, sale, lease or
         other transfer or such distribution in place of (or in addition to, in
         the case of any such event after which Common Shares remain
         outstanding) the Common Shares into which such Series A Preferred
         Shares would otherwise have been convertible; and in any such case, if
         necessary, the provisions set forth herein with respect to the rights
         and interest thereafter of the holders of Series A Preferred Shares
         shall be appropriately adjusted so as to be applicable, as nearly as
         may reasonably be, to any shares or other securities or property
         thereafter deliverable on the conversion of the Series A Preferred
         Shares.

                  (d) Rounding of Calculations; Minimum Adjustment. All
         calculations under this Section 5 shall be made to the nearest one
         hundredth (1/100th) of a Common Share, as the case may be. Any
         provision of this Section 5 to the contrary notwithstanding, no
         adjustment in the Conversion Ratios shall be made if the amount of such
         adjustment would be less than one hundredth of a Common Share, but any
         such amount shall be carried forward and an adjustment with respect
         thereto shall be made at the time of any subsequent adjustment which,
         together with such amount and any other amount or amounts so carried
         forward, shall aggregate one hundredth of a Common Share or more.

                  (e) Timing of Issuance of Additional Common Shares upon
         Certain Adjustments. In any case in which the provisions of this
         Section 5 shall require that an adjustment shall become effective
         immediately after a record date for an event, the Corporation may defer
         until the occurrence of such event issuing to the holder of any Series
         A Preferred Shares converted after such record date and before the
         occurrence of such event the additional Common Shares or other property
         issuable or

                                       70

<PAGE>   71

         deliverable upon such conversion by reason of the adjustment required
         by such event over and above the Common Shares other property
         issuable or deliverable upon such conversion before giving effect to
         such adjustment; provided, however, that the Corporation upon request
         shall deliver to such holder a due bill or other appropriate instrument
         evidencing such holder's right to receive such additional shares or
         other property, and such cash, upon the occurrence of the event
         requiring such adjustment.

                  (f) Statement Regarding Adjustments. Whenever the Conversion
         Ratios shall be adjusted as provided in this Section 5, the Corporation
         shall forthwith file, at the office of any transfer agent for the
         Series A Preferred Shares and at the principal office of the
         Corporation a statement showing in detail the facts requiring such
         adjustment and the Conversion Ratios that shall be in effect after such
         adjustment, and the Corporation shall also cause a copy of such
         statement to be mailed, first class postage prepaid, to each holder of
         Series A Preferred Shares at its address appearing on the Corporation's
         records.

                  (g) Cost. The Corporation shall pay all documentary, stamp,
         transfer or other transactional taxes attributable to the issuance or
         delivery of Common Shares of the Corporation or other securities or
         property upon conversion of any Series A Preferred Shares; provided,
         however, that the Corporation shall not be required to pay any taxes
         which may be payable in respect of any transfer involved in the
         issuance or delivery of any certificate for such shares or securities
         in the name other than that of the holder of Series A Preferred Shares
         in respect of which such shares are being issued.

         6. Voting. The holders of Series A Preferred Shares shall have no right
or power to vote on any matter except as required by law. In any matter on which
the holders of Series A Preferred Shares shall, as a matter of law, be entitled
to vote, the holders shall be entitled to one vote for each Series A Preferred
Share held.

         7.       Liquidation Rights.

                  (a) Upon the dissolution, liquidation or winding up of the
         Corporation, whether voluntary or involuntary, the holders of Series A
         Preferred Shares then outstanding shall be entitled to receive out of
         the assets of the Corporation available for distribution to equity
         holders, an amount per share in cash equal to the Purchase Price before
         any payment or distribution shall be made on the Common Shares or on
         any other class of capital shares of the Corporation ranking junior to
         the Series A Preferred Shares upon liquidation. All outstanding shares
         of any other series of preferred shares shall rank at parity with the
         Series A Preferred Shares. The consolidation or merger of the
         Corporation, or a sale, exchange or transfer of all or substantially
         all of its assets as an entirety, shall not be regarded as a
         "dissolution, liquidation or winding up of the Corporation" within the
         meaning of this Section 7(a).

                  (b) After the payment to the holders of Series A Preferred
         Shares of the full preferential amounts fixed hereby for Series A

                                       71

<PAGE>   72

         Preferred Shares, the holders of Series A Preferred Shares as such
         shall have no right or claim to any of the remaining assets of the
         Corporation.

                  (c) If the assets of the Corporation available for
         distribution to the holders of Series A Preferred Shares upon
         dissolution, liquidation or winding up of the Corporation are
         insufficient to pay in full all amounts to which such holders are
         entitled pursuant to Section 7(a), no distribution shall be made on
         account of any shares of a class or series of capital shares of the
         Corporation ranking on a parity with the Series A Preferred Shares, if
         any, upon such dissolution, liquidation or winding up unless
         proportionate distributive amounts shall be paid on account of the
         Series A Preferred Shares, ratably, in proportion to the full
         distributable amounts for which holders of all such parity shares are
         respectively entitled upon such dissolution, liquidation or winding up.

         8. Reports to Holders of Series A Preferred Shares. For so long as
there shall remain outstanding any Series A Preferred Shares, the Corporation
shall furnish to each holder of record of Series A Preferred Shares (i) all
reports or other correspondence sent by the Corporation to holders of record of
the Common Shares of the Corporation, and (ii) a quarterly report setting forth
the average monthly deposits on behalf of the Banking Office.

         9. Certain Covenants. So long as any Series A Preferred Shares are
outstanding, without the prior written consent of the holders of a majority of
the outstanding Series A Preferred Shares, the Corporation shall not amend,
alter or repeal any provisions of this Resolution Establishing Series A
Convertible Preferred Shares, or otherwise amend, alter or repeal any provision
of the Articles of Incorporation of the Corporation so as to affect adversely
the preferences, rights, powers or privileges of the Series A Preferred Shares.

         10. Certain Events. If any event occurs of the type contemplated but
not expressly provided for by the provisions of Section 4 or Section 5 herein,
then the Corporation's Board of Directors will make an appropriate adjustment in
the Conversion Ratios for the Series A Preferred Shares to protect the rights of
the holders thereof.

         11. Exclusion of Other Rights. Unless otherwise required by law, the
Series A Preferred Shares shall not have any voting powers, preferences or
relative, participating, optional or other special rights other than those
specifically set forth herein.

                          ARTICLES OF AMENDMENT OF THE

                            ARTICLES OF INCORPORATION

                          ARTICLES OF AMENDMENT OF THE
                          ARTICLES OF INCORPORATION OF:

Name of Corporation Irwin Financial Corporation
Date of Incorporation May 31, 1972


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<PAGE>   73

The undersigned officers above referenced Corporation (hereinafter referred to
as the 'Corporation") existing pursuant to the provisions of. (Indicate
appropriate act)

    X Indiana Business Corporation Law as amended (hereinafter referred to as
    the "Act"), desiring to give notice of corporate action effectuating
    amendment of certain provisions of its Article of Incorporation, certify the
    following facts:

                             ARTICLE I Amendment(s)

  The exact text of Article(s) V., Section 2 of the Articles

           (NOTE: if amending the name of corporation, write Article 'I' in
           space above and write, "The name of the Corporation is_____" below.)

1.   Section 5.27 is amended as set forth in Exhibit A attached hereto,
respectively.
2.   Section 5/28 is amended as set forth in Exhibit B attached hereto,
respectively.
3.   Amended to add a new Section 5.29 as set forth in Exhibit C attached
hereto, respectively.

                                   ARTICLE II

Date of each amendment's adoption: October 8, 1999

                     ARTICLE III Manner of Adoption and Vote

  Mark applicable section: NOTE - Only in limited situations does Indiana law
  permit an Amendment without shareholder approval. Because a name change
  requires shareholder approval, Section 2 must be marked and either A or B
  completed.

X SECTION 1 This amendment was adopted by the Board of Directors or
incorporators and shareholder action was not required.

                  ARTICLE IV Compliance with Legal Requirements

      The manner of the adoption of the Articles of Amendment and the vote by
      which they were adopted constitute full legal compliance with the
      provisions of the Act, the Articles of Incorporation, and the By-Laws of
      the Corporation.

                                       73

<PAGE>   74

      I hereby verify, subject to the penalties of perjury, that the statements
      contained herein are true, this 26th day of October, 1999.

      Signature of current officer or chairman of the board /s/ Ellen Z. Mufson
      Printed name of officer or chairman of the board Ellen Z. Mufson

      Signature's title Assistant Secretary



                         CERTIFIED COPY OF A RESOLUTION



I HEREBY CERTIFY that I am the Assistant Secretary of Irwin Financial
Corporation, an Indiana corporation, and that the following resolution was
adopted by the Board of Directors of said Corporation on October 8, 1999:

                                [Attached Herein]

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the corporate
seal this 26th day of October 1999.



                                            /s/ Ellen Z. Mufson
                                            ---------------------------------
                                            Ellen Z. Mufson, Assistant Secretary

                                                                       EXHIBIT A

                           IRWIN FINANCIAL CORPORATION
                                  AMENDMENT TO
                 TERMS OF SERIES A CONVERTIBLE PREFERRED SHARES

         By Unanimous Written Consent effective as of October 8, 1999, the Board
of Directors of Irwin Financial Corporation (the "Corporation"), has amended the
terms of its Series A Convertible Preferred Shares (the "Series A Preferred
Shares"), to consist of 66,666 shares, and further as follows:


         1.       Definitions.

                  "Bank" means Irwin Union Bank and Trust Company, a commercial
         bank chartered under the laws of the State of Indiana and a
         wholly-owned subsidiary of the Corporation.

                  "Banking Office" means, collectively, the banking offices
         operated by the Bank in Monroe County, Indiana, including locations at
         300 W. 6th St., Bloomington, IN 47404; 1175 College Mall Rd., Box A,
         Bloomington, IN 47401; and 528 S. College Ave., Box A, Bloomington, IN
         47401.

                  "Board" means the Board of Directors of the Corporation.

                                       74

<PAGE>   75

                  "Common Shares" means the common shares of the Corporation.

                  "Corporation" means Irwin Financial Corporation, an Indiana
         corporation.

                  "Deposit Goal" means the goal that the average deposits at the
         Bank on behalf of the Banking Office for any calendar quarter equal or
         exceed $50,000,000, with the calculations to be made as set forth in
         Section 4(b)(iii) herein.

                  "Person" means an individual, a partnership, a joint venture,
         a corporation, an association, a trust, or any other entity or
         organization.

                  "Purchase Price" means the price per share at which the Series
         A Preferred Shares have been offered and sold by the Corporation to
         qualified investors pursuant to a Confidential Private Placement
         Memorandum.

                  "Series A Preferred Shares" means the Series A Convertible
         Preferred Shares of the Corporation.

                  "Start Date" means the first day of the calendar quarter
         following the closing date of the offering. The Start Date is the date
         from which the Corporation will measure the amount of deposits at the
         Bank on behalf of the Banking Office for the purposes of determining
         conversion rights.

         2. Dividends. The holders of outstanding Series A Preferred Shares
shall not be entitled to receive any dividends on the Series A Preferred Shares.

         3.       Redemption.

                  (a) The outstanding Series A Preferred Shares are redeemable
         at the option of the Corporation, out of the assets of the Corporation
         legally available therefor, at any time or from time to time, in whole
         and not in part, at a redemption price per share of Series A Preferred
         Shares (the "Redemption Price") equal to the Purchase Price; provided,
         however, that for a period of not less than 30 days prior to the date
         fixed for redemption (the "Redemption Date"), the holders of the
         outstanding Series A Preferred Shares shall have an option to convert
         each Series A Preferred Share into 1.25 Common Shares.

                  (b) Notice of any redemption of Series A Preferred Shares,
         specifying the date fixed for redemption, the redemption price and the
         place at which shareholders may obtain payment of the Redemption Price
         upon surrender of their certificates, and the option of the
         shareholders to convert their Series A Preferred Shares into Common
         Shares, shall be mailed to each holder of record of the shares to be
         redeemed, at such holder's address of record, not less than 35, nor
         more than 90 days prior to the Redemption Date. Such notice shall set
         forth the manner in which shareholders may convert their Series A
         Preferred Shares into

                                       75

<PAGE>   76

         Common Shares, or to receive the Redemption Price, upon surrender of
         their certificates.

                  (c) Unless the Corporation defaults in the payment in full of
         the Redemption Price, (i) all rights of the holders of such Series A
         Preferred Shares as shareholders of the Corporation by reason of the
         ownership of such shares (including, without limitation, the right to
         convert the Series A Preferred Shares into Common Shares) shall cease
         on the Redemption Date except the right to receive the amount payable
         upon redemption of such shares upon presentation and surrender of the
         respective certificates evidencing such shares, and (ii) such shares
         shall be deemed not to be outstanding after the Redemption Date.

                  (d) Any Series A Preferred Shares that have been redeemed
         shall, after such redemption, not be reissued as Series A Preferred
         Shares, but shall become authorized but unissued Preferred Shares of
         the Corporation, and the certificates evidencing such shares shall be
         canceled.

                  (e) Any notice required by the provisions of this Section 3 to
         be given to the holders of Series A Preferred Shares shall be deemed
         given if deposited in the United States mail postage prepaid, and
         addressed to each holder of record at his, her or its address appearing
         on the books of the Corporation.

         4. Conversion Rights. The Series A Preferred Shares shall be
convertible into Common Shares as follows:

                  (a) No Optional Conversion. Other than pursuant to a
         redemption of the Series A Preferred Shares as set forth in Section 3
         above, the holders of Series A Preferred Shares shall have no optional
         rights to convert such shares into Common Shares.

                  (b) Automatic Conversion. Each Series A Preferred Share shall
         be automatically converted, without any further act of the Corporation
         or the holders of Series A Preferred Shares, into fully paid and
         nonassessable Common Shares in the manner and at the times specified
         below:

                           (i) Second Anniversary after Start Date. If the
                  Deposit Goal is met prior to twenty-four (24) months from the
                  Start Date, (A) the date of the automatic conversion into
                  Common Shares shall be twenty-seven (27) months after the
                  Start Date, and (B) each Series A Preferred Share shall
                  automatically be converted into 1.25 Common Shares. If the
                  Deposit Goal has not been met prior to twenty-four (24) months
                  from the Start Date, the Series A Preferred Shares will not be
                  converted into Common Shares until after the third anniversary
                  of the Start Date.

                           (ii) Third Anniversary after Start Date. If the
                  conversion of the Series A Preferred Shares into Common Shares
                  has not previously taken place within thirty-six (36) months
                  after the Start Date, then, thirty-nine (39) months after the
                  Start Date, each outstanding Series A Preferred Share shall
                  automatically be

                                       76

<PAGE>   77

                  converted into (A) 1.10 Common Shares if the Deposit Goal
                  has been met prior to the end of thirty-six (36) months after
                  the Start Date, and (B) 1.02 Common Shares if the Deposit
                  Goal has not been met prior to the end of thirty-six (36)
                  months after the Start Date.

                           (iii) Determination of Whether Deposit Goal Has Been
                  Met. The Deposit Goal shall have been met prior to a specified
                  date if the average deposits at the Bank on behalf of the
                  Banking Office for any calendar quarter prior to such date
                  equal or exceed $50,000,000. For the purposes of determining
                  whether the Deposit Goal has been met, the Corporation will
                  follow the following procedures:

                                    Deposits: For the purpose of making the
                           Deposit Goal calculations, "deposits" means the book
                           balances of all accounts which are insurable by the
                           Federal Deposit Insurance Corporation (such as
                           demand, savings, time, money market and NOW accounts
                           and certificates of deposit), including the balances
                           in such accounts in excess of $100,000; provided,
                           however, that certificates of deposit in amounts of
                           $100,000 or more shall be included in the total
                           amount of deposits only to the extent such
                           certificates of deposit do not exceed 10% of total
                           deposits.

                                    Credit for Deposits: The specific banking
                           office at which a deposit account is opened receives
                           the credit for the account; provided, however, that
                           if the Banking Office is not authorized to accept
                           deposits or has not yet opened for business, a
                           deposit account may be established at another banking
                           office on behalf of the Banking Office if designated
                           as such. The Bank's accounting system tracks and
                           accounts for all depository accounts on a daily
                           basis.

                                    Calendar Quarter Average: After a calendar
                           quarter has expired, the Bank will calculate the
                           calendar quarter average of deposits for accounts
                           designated as gathered on behalf of the Banking
                           Office by adding the sum of the daily general ledger
                           balance for such deposits and then dividing this sum
                           by the number of days in the calendar quarter.

                  All determinations regarding whether the Deposit Goal has been
                  met as of any date shall be made by the Corporation. Such
                  determinations in this regard shall be final and conclusive
                  for all purposes.

                  (c) Mechanics of Conversion. Upon the occurrence of the dates
         specified in Section 4(b) above, the outstanding Series A Preferred
         Shares shall be converted automatically without any further action by
         the holders of such shares and whether or not the certificates
         representing such shares are surrendered to the Corporation or its
         transfer agent; provided, however, that the Corporation shall not be
         obligated to issue to any holder certificates evidencing the Common
         Shares issuable upon such conversion unless certificates evidencing the

                                       77

<PAGE>   78

         Series A Preferred Shares are delivered either to the Corporation or
         any transfer agent designated by the Corporation. Conversion shall be
         deemed to have been effected on the date of the occurrence of the dates
         specified in Section 4(b) above, as the case may be, and such date is
         referred to herein as the "Conversion Date." Subject to the provisions
         of Section 4(b) above, as promptly as practicable thereafter (and after
         surrender of the certificate or certificates representing the Series A
         Preferred Shares to the Corporation or any transfer agent designated by
         the Corporation), the Corporation shall issue and deliver to such
         holder a certificate or certificates for the number of full Common
         Shares to which such holder is entitled as provided in Section 4(b)
         hereof. Subject to the provisions of Section 4(b), the person in whose
         name the certificate or certificates for Common Shares are to be issued
         shall be deemed to have become a holder of record of such Common Shares
         on the applicable Conversion Date.

                  (d) Fractional Shares. No fractional Common Shares or scrip
         shall be issued upon conversion of Series A Preferred Shares. In lieu
         of any fractional Common Shares which would otherwise be issuable upon
         conversion of any Series A Preferred Shares, the number of full Common
         Shares issuable upon conversion thereof shall be increased to the next
         higher number of whole shares.

                  (e) Rights After Conversion Date. From and after the
         Conversion Date (unless the Corporation defaults in issuing Common
         Shares in conversion for the outstanding Series A Preferred Shares on
         the Conversion Date), such Series A Preferred Shares shall be deemed
         not to be outstanding and all rights of the holders of such shares as
         Shareholders of the Corporation by reason of the ownership of such
         shares shall cease, except the right to receive Common Shares as
         provided in Section 4(b) herein on presentation and surrender of the
         respective certificates evidencing such Series A Preferred Shares. Upon
         presentation and surrender, on or after the Conversion Date, of any
         certificate evidencing Series A Preferred Shares (properly endorsed or
         assigned for transfer, if the Corporation shall so require), such
         shares shall be converted by the Corporation for Common Shares as
         provided in this Section 4.

                  (f) Authorized, But Unissued Shares. Any Series A Preferred
         Shares that shall at any time have been converted into Common Shares
         pursuant to this Section 4 shall, after such conversion become
         authorized but unissued Preferred Shares of the Corporation, and the
         certificates evidencing such shares shall be canceled.

                  (g) Reservation of Shares. The Corporation shall reserve at
         all times so long as any Series A Preferred Shares remain outstanding,
         free from preemptive rights, out of its treasury shares or its
         authorized but unissued Common Shares, or both, solely for the purpose
         of effecting the conversion of the Series A Preferred Shares,
         sufficient Common Shares to provide for the conversion of all
         outstanding Series A Preferred Shares.

                  (h) Fully Paid and Nonassessable Shares. All Common Shares or
         other securities which may be issued upon conversion of the Series A
         Preferred Shares will upon issuance by the Corporation be duly and

                                       78

<PAGE>   79

         validly issued, fully paid and nonassessable and free from all taxes,
         liens and charges with respect to the issuance thereof and the
         Corporation shall take no action which would cause a contrary result.

         5. Conversion Ratio Adjustments. The number of Common Shares into which
the Series A Preferred Shares shall be converted pursuant to Section 4 (the
"Conversion Ratios") and the securities or other property deliverable upon
conversion of the Series A Preferred Shares shall be subject to adjustment from
time to time as follows:

                  (a) Share Subdivisions or Split-Ups. If the number of Common
         Shares outstanding at any time after the date of issuance of the Series
         A Preferred Shares is increased by a subdivision or split-up of Common
         Shares, then immediately after the record date fixed for the
         determination of holders of Common Shares entitled to receive such
         subdivision or split-up, as the case may be, the Conversion Ratios
         shall be appropriately increased so that the holder of any Series A
         Preferred Shares thereafter converted shall be entitled to receive the
         number of Common Shares of the Corporation which the holder would have
         owned immediately following such action had such Series A Preferred
         Shares been converted immediately prior thereto.

                  (b) Combinations of Shares. If the number of Common Shares
         outstanding at any time after the date of issuance of the Series A
         Preferred Shares is decreased by a combination of the outstanding
         Common Shares, then, immediately after the effective date of such
         combination, the Conversion Ratios applicable thereto shall be
         appropriately decreased so that the holder of any Series A Preferred
         Shares thereafter converted shall be entitled to receive the number of
         Common Shares of the Corporation which the holder would have owned
         immediately following such action had such Series A Preferred Shares
         been converted immediately prior thereto.

                  (c) Reorganization, Reclassification, Merger, Sale of All
         Assets, etc. In case of any capital reorganization of the Corporation,
         or of any reclassification of the Common Shares, or in case of the
         consolidation of the Corporation with or the merger of the Corporation
         with or into any other Person or of the sale, lease or other transfer
         of all or substantially all of the assets of the Corporation to any
         other Person, or in the case of any distribution of cash or other
         assets or of notes or other indebtedness of the Corporation or any
         other securities of the Corporation (except Common Shares) to the
         holders of its Common Shares, each Series A Preferred Share shall,
         after such capital reorganization, reclassification, consolidation,
         merger, sale, lease or other transfer or such distribution, be
         convertible into the number of shares or other securities or property
         to which the Common Shares issuable (at the time of such capital
         reorganization, reclassification, consolidation, merger, sale, lease or
         other transfer or such distribution) upon conversion of such Series A
         Preferred Shares would have been entitled upon such capital
         reorganization, reclassification, consolidation, merger, sale, lease or
         other transfer or such distribution in place of (or in addition to, in
         the case of any such event after which Common Shares remain
         outstanding) the Common Shares into which such Series A Preferred
         Shares would otherwise have been

                                       79

<PAGE>   80


         convertible; and in any such case, if necessary, the provisions set
         forth herein with respect to the rights and interest thereafter of the
         holders of Series A Preferred Shares shall be appropriately adjusted so
         as to be applicable, as nearly as may reasonably be, to any shares or
         other securities or property thereafter deliverable on the conversion
         of the Series A Preferred Shares.

                  (d) Rounding of Calculations; Minimum Adjustment. All
         calculations under this Section 5 shall be made to the nearest one
         hundredth (1/100th) of a Common Share, as the case may be. Any
         provision of this Section 5 to the contrary notwithstanding, no
         adjustment in the Conversion Ratios shall be made if the amount of such
         adjustment would be less than one hundredth of a Common Share, but any
         such amount shall be carried forward and an adjustment with respect
         thereto shall be made at the time of any subsequent adjustment which,
         together with such amount and any other amount or amounts so carried
         forward, shall aggregate one hundredth of a Common Share or more.

                  (e) Timing of Issuance of Additional Common Shares upon
         Certain Adjustments. In any case in which the provisions of this
         Section 5 shall require that an adjustment shall become effective
         immediately after a record date for an event, the Corporation may defer
         until the occurrence of such event issuing to the holder of any Series
         A Preferred Shares converted after such record date and before the
         occurrence of such event the additional Common Shares or other property
         issuable or deliverable upon such conversion by reason of the
         adjustment required by such event over and above the Common Shares or
         other property issuable or deliverable upon such conversion before
         giving effect to such adjustment; provided, however, that the
         Corporation upon request shall deliver to such holder a due bill or
         other appropriate instrument evidencing such holder's right to receive
         such additional shares or other property, and such cash, upon the
         occurrence of the event requiring such adjustment.

                  (f) Statement Regarding Adjustments. Whenever the Conversion
         Ratios shall be adjusted as provided in this Section 5, the Corporation
         shall forthwith file, at the office of any transfer agent for the
         Series A Preferred Shares and at the principal office of the
         Corporation a statement showing in detail the facts requiring such
         adjustment and the Conversion Ratios that shall be in effect after such
         adjustment, and the Corporation shall also cause a copy of such
         statement to be mailed, first class postage prepaid, to each holder of
         Series A Preferred Shares at its address appearing on the Corporation's
         records.

                  (g) Cost. The Corporation shall pay all documentary, stamp,
         transfer or other transactional taxes attributable to the issuance or
         delivery of Common Shares of the Corporation or other securities or
         property upon conversion of any Series A Preferred Shares; provided,
         however, that the Corporation shall not be required to pay any taxes
         which may be payable in respect of any transfer involved in the
         issuance or delivery of any certificate for such shares or securities
         in the name other than that of the holder of Series A Preferred Shares
         in respect of which such shares are being issued.


                                       80
<PAGE>   81
         6. Voting. The holders of Series A Preferred Shares shall have no right
or power to vote on any matter except as required by law. In any matter on which
the holders of Series A Preferred Shares shall, as a matter of law, be entitled
to vote, the holders shall be entitled to one vote for each Series A Preferred
Share held.

         7. Liquidation Rights.

                  (a) Upon the dissolution, liquidation or winding up of the
         Corporation, whether voluntary or involuntary, the holders of Series A
         Preferred Shares then outstanding shall be entitled to receive out of
         the assets of the Corporation available for distribution to equity
         holders, an amount per share in cash equal to the Purchase Price before
         any payment or distribution shall be made on the Common Shares or on
         any other class of capital shares of the Corporation ranking junior to
         the Series A Preferred Shares upon liquidation. All outstanding shares
         of any other series of preferred shares shall rank at parity with the
         Series A Preferred Shares. The consolidation or merger of the
         Corporation, or a sale, exchange or transfer of all or substantially
         all of its assets as an entirety, shall not be regarded as a
         "dissolution, liquidation or winding up of the Corporation" within the
         meaning of this Section 7(a).

                  (b) After the payment to the holders of Series A Preferred
         Shares of the full preferential amounts fixed hereby for Series A
         Preferred Shares, the holders of Series A Preferred Shares as such
         shall have no right or claim to any of the remaining assets of the
         Corporation.

                  (c) If the assets of the Corporation available for
         distribution to the holders of Series A Preferred Shares upon
         dissolution, liquidation or winding up of the Corporation are
         insufficient to pay in full all amounts to which such holders are
         entitled pursuant to Section 7(a), no distribution shall be made on
         account of any shares of a class or series of capital shares of the
         Corporation ranking on a parity with the Series A Preferred Shares, if
         any, upon such dissolution, liquidation or winding up unless
         proportionate distributive amounts shall be paid on account of the
         Series A Preferred Shares, ratably, in proportion to the full
         distributable amounts for which holders of all such parity shares are
         respectively entitled upon such dissolution, liquidation or winding up.

         8. Reports to Holders of Series A Preferred Shares. For so long as
there shall remain outstanding any Series A Preferred Shares, the Corporation
shall furnish to each holder of record of Series A Preferred Shares (i) all
reports or other correspondence sent by the Corporation to holders of record of
the Common Shares of the Corporation, and (ii) a quarterly report setting forth
the average monthly deposits on behalf of the Banking Office.

         9. Certain Covenants. So long as any Series A Preferred Shares are
outstanding, without the prior written consent of the holders of a majority of
the outstanding Series A Preferred Shares, the Corporation shall not amend,
alter or repeal any provisions of this Resolution Establishing Series A
Convertible Preferred Shares, or otherwise amend, alter or repeal any


                                       81
<PAGE>   82

provision of the Articles of Incorporation of the Corporation so as to affect
adversely the preferences, rights, powers or privileges of the Series A
Preferred Shares.

         10. Certain Events. If any event occurs of the type contemplated but
not expressly provided for by the provisions of Section 4 or Section 5 herein,
then the Corporation's Board of Directors will make an appropriate adjustment in
the Conversion Ratios for the Series A Preferred Shares to protect the rights of
the holders thereof.

         11. Exclusion of Other Rights. Unless otherwise required by law, the
Series A Preferred Shares shall not have any voting powers, preferences or
relative, participating, optional or other special rights other than those
specifically set forth herein.


                                                                       EXHIBIT B

                           IRWIN FINANCIAL CORPORATION
                                  AMENDMENT TO
                 TERMS OF SERIES B CONVERTIBLE PREFERRED SHARES


         By Unanimous Written Consent effective as of October 8, 1999, the Board
of Directors of Irwin Financial Corporation (the "Corporation"), has amended the
terms of its Series B Convertible Preferred Shares (the "Series B Preferred
Shares"), to consist of 66,666 shares, and further as follows:


         1. Definitions.

                  "Bank" means Irwin Union Bank and Trust Company, a commercial
         bank chartered under the laws of the State of Indiana and a
         wholly-owned subsidiary of the Corporation.

                  "Banking Office" means the banking office operated by the Bank
         at 555 W. Crosstown Parkway, Kalamazoo, Michigan 49008.

                  "Board" means the Board of Directors of the Corporation.

                  "Common Shares" means the common shares of the Corporation.

                  "Corporation" means Irwin Financial Corporation, an Indiana
         corporation.

                  "Deposit Goal" means the goal that the average deposits at the
         Bank on behalf of the Banking Office for any calendar quarter equal or
         exceed $25,000,000, with the calculations to be made as set forth in
         Section 4(b)(iii) herein.

                  "Person" means an individual, a partnership, a joint venture,
         a corporation, an association, a trust, or any other entity or
         organization.



                                       82
<PAGE>   83

                  "Purchase Price" means the price per share at which the Series
         B Preferred Shares have been offered and sold by the Corporation to
         qualified investors pursuant to a Confidential Private Placement
         Memorandum.

                  "Series B Preferred Shares" means the Series B Convertible
         Preferred Shares of the Corporation.

                  "Start Date" means the first day of the calendar quarter
         following the closing date of the offering. The Start Date is the date
         from which the Corporation will measure the amount of deposits at the
         Bank on behalf of the Banking Office for the purposes of determining
         conversion rights.

         2. Dividends. The holders of outstanding Series B Preferred Shares
shall not be entitled to receive any dividends on the Series B Preferred Shares.

         3. Redemption.

                  (a) The outstanding Series B Preferred Shares are redeemable
         at the option of the Corporation, out of the assets of the Corporation
         legally available therefor, at any time or from time to time, in whole
         and not in part, at a redemption price per share of Series B Preferred
         Shares (the "Redemption Price") equal to the Purchase Price; provided,
         however, that for a period of not less than 30 days prior to the date
         fixed for redemption (the "Redemption Date"), the holders of the
         outstanding Series B Preferred Shares shall have an option to convert
         each Series B Preferred Share into 1.25 Common Shares.

                  (b) Notice of any redemption of Series B Preferred Shares,
         specifying the date fixed for redemption, the redemption price and the
         place at which shareholders may obtain payment of the Redemption Price
         upon surrender of their certificates, and the option of the
         shareholders to convert their Series B Preferred Shares into Common
         Shares, shall be mailed to each holder of record of the shares to be
         redeemed, at such holder's address of record, not less than 35, nor
         more than 90 days prior to the Redemption Date. Such notice shall set
         forth the manner in which shareholders may convert their Series B
         Preferred Shares into Common Shares, or to receive the Redemption
         Price, upon surrender of their certificates.

                  (c) Unless the Corporation defaults in the payment in full of
         the Redemption Price, (i) all rights of the holders of such Series B
         Preferred Shares as shareholders of the Corporation by reason of the
         ownership of such shares (including, without limitation, the right to
         convert the Series B Preferred Shares into Common Shares) shall cease
         on the Redemption Date except the right to receive the amount payable
         upon redemption of such shares upon presentation and surrender of the
         respective certificates evidencing such shares, and (ii) such shares
         shall be deemed not to be outstanding after the Redemption Date.

                  (d) Any Series B Preferred Shares that have been redeemed
         shall, after such redemption, not be reissued as Series B Preferred
         Shares, but


                                       83
<PAGE>   84

         shall become authorized but unissued Preferred Shares of the
         Corporation, and the certificates evidencing such shares shall be
         canceled.

                  (e) Any notice required by the provisions of this Section 3 to
         be given to the holders of Series B Preferred Shares shall be deemed
         given if deposited in the United States mail postage prepaid, and
         addressed to each holder of record at his, her or its address appearing
         on the books of the Corporation.

         4. Conversion Rights. The Series B Preferred Shares shall be
convertible into Common Shares as follows:

                  (a) No Optional Conversion. Other than pursuant to a
         redemption of the Series B Preferred Shares as set forth in Section 3
         above, the holders of Series B Preferred Shares shall have no optional
         rights to convert such shares into Common Shares.

                  (b) Automatic Conversion. Each Series B Preferred Share shall
         be automatically converted, without any further act of the Corporation
         or the holders of Series B Preferred Shares, into fully paid and
         nonassessable Common Shares in the manner and at the times specified
         below:

                           (i) Second Anniversary after Start Date. If the
                  Deposit Goal is met prior to twenty-four (24) months from the
                  Start Date, (A) the date of the automatic conversion into
                  Common Shares shall be twenty-seven (27) months after the
                  Start Date, and (B) each Series B Preferred Share shall
                  automatically be converted into 1.25 Common Shares. If the
                  Deposit Goal has not been met prior to twenty-four (24) months
                  from the Start Date, the Series B Preferred Shares will not be
                  converted into Common Shares until after the third anniversary
                  of the Start Date.

                           (ii) Third Anniversary after Start Date. If the
                  conversion of the Series B Preferred Shares into Common Shares
                  has not previously taken place within thirty-six (36) months
                  after the Start Date, then, thirty-nine (39) months after the
                  Start Date, each outstanding Series B Preferred Share shall
                  automatically be converted into (A) 1.10 Common Shares if the
                  Deposit Goal has been met prior to the end of thirty-six (36)
                  months after the Start Date, and (B) 1.02 Common Shares if the
                  Deposit Goal has not been met prior to the end of thirty-six
                  (36) months after the Start Date.

                           (iii) Determination of Whether Deposit Goal Has Been
                  Met. The Deposit Goal shall have been met prior to a specified
                  date if the average deposits at the Bank on behalf of the
                  Banking Office for any calendar quarter prior to such date
                  equal or exceed $25,000,000. For the purposes of determining
                  whether the Deposit Goal has been met, the Corporation will
                  follow the following procedures:


                                       84
<PAGE>   85

                                    Deposits: For the purpose of making the
                           Deposit Goal calculations, "deposits" means the book
                           balances of all accounts which are insurable by the
                           Federal Deposit Insurance Corporation (such as
                           demand, savings, time, money market and NOW accounts
                           and certificates of deposit), including the balances
                           in such accounts in excess of $100,000; provided,
                           however, that certificates of deposit in amounts of
                           $100,000 or more shall be included in the total
                           amount of deposits only to the extent such
                           certificates of deposit do not exceed 10% of total
                           deposits.

                                    Credit for Deposits: The specific banking
                           office at which a deposit account is opened receives
                           the credit for the account; provided, however, that
                           if the Banking Office is not authorized to accept
                           deposits or has not yet opened for business, a
                           deposit account may be established at another banking
                           office on behalf of the Banking Office if designated
                           as such. The Bank's accounting system tracks and
                           accounts for all depository accounts on a daily
                           basis.

                                    Calendar Quarter Average: After a calendar
                           quarter has expired, the Bank will calculate the
                           calendar quarter average of deposits for accounts
                           designated as gathered on behalf of the Banking
                           Office by adding the sum of the daily general ledger
                           balance for such deposits and then dividing this sum
                           by the number of days in the calendar quarter.

                  All determinations regarding whether the Deposit Goal has been
                  met as of any date shall be made by the Corporation. Such
                  determinations in this regard shall be final and conclusive
                  for all purposes.

                  (c) Mechanics of Conversion. Upon the occurrence of the dates
         specified in Section 4(b) above, the outstanding Series B Preferred
         Shares shall be converted automatically without any further action by
         the holders of such shares and whether or not the certificates
         representing such shares are surrendered to the Corporation or its
         transfer agent; provided, however, that the Corporation shall not be
         obligated to issue to any holder certificates evidencing the Common
         Shares issuable upon such conversion unless certificates evidencing the
         Series B Preferred Shares are delivered either to the Corporation or
         any transfer agent designated by the Corporation. Conversion shall be
         deemed to have been effected on the date of the occurrence of the dates
         specified in Section 4(b) above, as the case may be, and such date is
         referred to herein as the "Conversion Date." Subject to the provisions
         of Section 4(b) above, as promptly as practicable thereafter (and after
         surrender of the certificate or certificates representing the Series B
         Preferred Shares to the Corporation or any transfer agent designated by
         the Corporation), the Corporation shall issue and deliver to such
         holder a certificate or certificates for the number of full Common
         Shares to which such holder is entitled as provided in Section 4(b)
         hereof. Subject to the provisions of Section 4(b), the person in whose
         name the certificate or certificates for Common Shares are to be issued
         shall be


                                       85

<PAGE>   86

         deemed to have become a holder of record of such Common Shares on the
         applicable Conversion Date.

                  (d) Fractional Shares. No fractional Common Shares or scrip
         shall be issued upon conversion of Series B Preferred Shares. In lieu
         of any fractional Common Shares which would otherwise be issuable upon
         conversion of any Series B Preferred Shares, the number of full Common
         Shares issuable upon conversion thereof shall be increased to the next
         higher number of whole shares.

                  (e) Rights After Conversion Date. From and after the
         Conversion Date (unless the Corporation defaults in issuing Common
         Shares in conversion for the outstanding Series B Preferred Shares on
         the Conversion Date), such Series B Preferred Shares shall be deemed
         not to be outstanding and all rights of the holders of such shares as
         Shareholders of the Corporation by reason of the ownership of such
         shares shall cease, except the right to receive Common Shares as
         provided in Section 4(b) herein on presentation and surrender of the
         respective certificates evidencing such Series B Preferred Shares. Upon
         presentation and surrender, on or after the Conversion Date, of any
         certificate evidencing Series B Preferred Shares (properly endorsed or
         assigned for transfer, if the Corporation shall so require), such
         shares shall be converted by the Corporation for Common Shares as
         provided in this Section 4.

                  (f) Authorized, But Unissued Shares. Any Series B Preferred
         Shares that shall at any time have been converted into Common Shares
         pursuant to this Section 4 shall, after such conversion become
         authorized but unissued Preferred Shares of the Corporation, and the
         certificates evidencing such shares shall be canceled.

                  (g) Reservation of Shares. The Corporation shall reserve at
         all times so long as any Series B Preferred Shares remain outstanding,
         free from preemptive rights, out of its treasury shares or its
         authorized but unissued Common Shares, or both, solely for the purpose
         of effecting the conversion of the Series B Preferred Shares,
         sufficient Common Shares to provide for the conversion of all
         outstanding Series B Preferred Shares.

                  (h) Fully Paid and Nonassessable Shares. All Common Shares or
         other securities which may be issued upon conversion of the Series B
         Preferred Shares will upon issuance by the Corporation be duly and
         validly issued, fully paid and nonassessable and free from all taxes,
         liens and charges with respect to the issuance thereof and the
         Corporation shall take no action which would cause a contrary result.

         5. Conversion Ratio Adjustments. The number of Common Shares into which
the Series B Preferred Shares shall be converted pursuant to Section 4 (the
"Conversion Ratios") and the securities or other property deliverable upon
conversion of the Series B Preferred Shares shall be subject to adjustment from
time to time as follows:

                  (a) Share Subdivisions or Split-Ups. If the number of Common
         Shares outstanding at any time after the date of issuance of the Series
         B Preferred Shares is increased by a subdivision or split-up of Common


                                       86

<PAGE>   87
         Shares, then immediately after the record date fixed for the
         determination of holders of Common Shares entitled to receive such
         subdivision or split-up, as the case may be, the Conversion Ratios
         shall be appropriately increased so that the holder of any Series B
         Preferred Shares thereafter converted shall be entitled to receive the
         number of Common Shares of the Corporation which the holder would have
         owned immediately following such action had such Series B Preferred
         Shares been converted immediately prior thereto.

                  (b) Combinations of Shares. If the number of Common Shares
         outstanding at any time after the date of issuance of the Series B
         Preferred Shares is decreased by a combination of the outstanding
         Common Shares, then, immediately after the effective date of such
         combination, the Conversion Ratios applicable thereto shall be
         appropriately decreased so that the holder of any Series B Preferred
         Shares thereafter converted shall be entitled to receive the number of
         Common Shares of the Corporation which the holder would have owned
         immediately following such action had such Series B Preferred Shares
         been converted immediately prior thereto.

                  (c) Reorganization, Reclassification, Merger, Sale of All
         Assets, etc. In case of any capital reorganization of the Corporation,
         or of any reclassification of the Common Shares, or in case of the
         consolidation of the Corporation with or the merger of the Corporation
         with or into any other Person or of the sale, lease or other transfer
         of all or substantially all of the assets of the Corporation to any
         other Person, or in the case of any distribution of cash or other
         assets or of notes or other indebtedness of the Corporation or any
         other securities of the Corporation (except Common Shares) to the
         holders of its Common Shares, each Series B Preferred Share shall,
         after such capital reorganization, reclassification, consolidation,
         merger, sale, lease or other transfer or such distribution, be
         convertible into the number of shares or other securities or property
         to which the Common Shares issuable (at the time of such capital
         reorganization, reclassification, consolidation, merger, sale, lease or
         other transfer or such distribution) upon conversion of such Series B
         Preferred Shares would have been entitled upon such capital
         reorganization, reclassification, consolidation, merger, sale, lease or
         other transfer or such distribution in place of (or in addition to, in
         the case of any such event after which Common Shares remain
         outstanding) the Common Shares into which such Series B Preferred
         Shares would otherwise have been convertible; and in any such case, if
         necessary, the provisions set forth herein with respect to the rights
         and interest thereafter of the holders of Series B Preferred Shares
         shall be appropriately adjusted so as to be applicable, as nearly as
         may reasonably be, to any shares or other securities or property
         thereafter deliverable on the conversion of the Series B Preferred
         Shares.

                  (d) Rounding of Calculations; Minimum Adjustment. All
         calculations under this Section 5 shall be made to the nearest one
         hundredth (1/100th) of a Common Share, as the case may be. Any
         provision of this Section 5 to the contrary notwithstanding, no
         adjustment in the Conversion Ratios shall be made if the amount of such
         adjustment would be less than one hundredth of a Common Share, but any



                                       87
<PAGE>   88

         such amount shall be carried forward and an adjustment with respect
         thereto shall be made at the time of any subsequent adjustment which,
         together with such amount and any other amount or amounts so carried
         forward, shall aggregate one hundredth of a Common Share or more.

                  (e) Timing of Issuance of Additional Common Shares upon
         Certain Adjustments. In any case in which the provisions of this
         Section 5 shall require that an adjustment shall become effective
         immediately after a record date for an event, the Corporation may defer
         until the occurrence of such event issuing to the holder of any Series
         B Preferred Shares converted after such record date and before the
         occurrence of such event the additional Common Shares or other property
         issuable or deliverable upon such conversion by reason of the
         adjustment required by such event over and above the Common Shares or
         other property issuable or deliverable upon such conversion before
         giving effect to such adjustment; provided, however, that the
         Corporation upon request shall deliver to such holder a due bill or
         other appropriate instrument evidencing such holder's right to receive
         such additional shares or other property, and such cash, upon the
         occurrence of the event requiring such adjustment.

                  (f) Statement Regarding Adjustments. Whenever the Conversion
         Ratios shall be adjusted as provided in this Section 5, the Corporation
         shall forthwith file, at the office of any transfer agent for the
         Series B Preferred Shares and at the principal office of the
         Corporation a statement showing in detail the facts requiring such
         adjustment and the Conversion Ratios that shall be in effect after such
         adjustment, and the Corporation shall also cause a copy of such
         statement to be mailed, first class postage prepaid, to each holder of
         Series B Preferred Shares at its address appearing on the Corporation's
         records.

                  (g) Cost. The Corporation shall pay all documentary, stamp,
         transfer or other transactional taxes attributable to the issuance or
         delivery of Common Shares of the Corporation or other securities or
         property upon conversion of any Series B Preferred Shares; provided,
         however, that the Corporation shall not be required to pay any taxes
         which may be payable in respect of any transfer involved in the
         issuance or delivery of any certificate for such shares or securities
         in the name other than that of the holder of Series B Preferred Shares
         in respect of which such shares are being issued.

         6. Voting. The holders of Series B Preferred Shares shall have no right
or power to vote on any matter except as required by law. In any matter on which
the holders of Series B Preferred Shares shall, as a matter of law, be entitled
to vote, the holders shall be entitled to one vote for each Series B Preferred
Share held.

         7. Liquidation Rights.

                  (a) Upon the dissolution, liquidation or winding up of the
         Corporation, whether voluntary or involuntary, the holders of Series B
         Preferred Shares then outstanding shall be entitled to receive out of
         the assets of the Corporation available for distribution to equity
         holders, an amount per share in cash equal to the Purchase Price


                                       88

<PAGE>   89

         before any payment or distribution shall be made on the Common Shares
         or on any other class of capital shares of the Corporation ranking
         junior to the Series B Preferred Shares upon liquidation. All
         outstanding shares of any other series of preferred shares shall rank
         at parity with the Series B Preferred Shares. The consolidation or
         merger of the Corporation, or a sale, exchange or transfer of all or
         substantially all of its assets as an entirety, shall not be regarded
         as a "dissolution, liquidation or winding up of the Corporation" within
         the meaning of this Section 7(a).

                  (b) After the payment to the holders of Series B Preferred
         Shares of the full preferential amounts fixed hereby for Series B
         Preferred Shares, the holders of Series B Preferred Shares as such
         shall have no right or claim to any of the remaining assets of the
         Corporation.

                  (c) If the assets of the Corporation available for
         distribution to the holders of Series B Preferred Shares upon
         dissolution, liquidation or winding up of the Corporation are
         insufficient to pay in full all amounts to which such holders are
         entitled pursuant to Section 7(a), no distribution shall be made on
         account of any shares of a class or series of capital shares of the
         Corporation ranking on a parity with the Series B Preferred Shares, if
         any, upon such dissolution, liquidation or winding up unless
         proportionate distributive amounts shall be paid on account of the
         Series B Preferred Shares, ratably, in proportion to the full
         distributable amounts for which holders of all such parity shares are
         respectively entitled upon such dissolution, liquidation or winding up.

         8. Reports to Holders of Series B Preferred Shares. For so long as
there shall remain outstanding any Series B Preferred Shares, the Corporation
shall furnish to each holder of record of Series B Preferred Shares (i) all
reports or other correspondence sent by the Corporation to holders of record of
the Common Shares of the Corporation, and (ii) a quarterly report setting forth
the average monthly deposits on behalf of the Banking Office.

         9. Certain Covenants. So long as any Series B Preferred Shares are
outstanding, without the prior written consent of the holders of a majority of
the outstanding Series B Preferred Shares, the Corporation shall not amend,
alter or repeal any provisions of this Resolution Establishing Series B
Convertible Preferred Shares, or otherwise amend, alter or repeal any provision
of the Articles of Incorporation of the Corporation so as to affect adversely
the preferences, rights, powers or privileges of the Series B Preferred Shares.

         10. Certain Events. If any event occurs of the type contemplated but
not expressly provided for by the provisions of Section 4 or Section 5 herein,
then the Corporation's Board of Directors will make an appropriate adjustment in
the Conversion Ratios for the Series B Preferred Shares to protect the rights of
the holders thereof.

         11. Exclusion of Other Rights. Unless otherwise required by law, the
Series B Preferred Shares shall not have any voting powers, preferences or


                                       89
<PAGE>   90

relative, participating, optional or other special rights other than those
specifically set forth herein.


                                                                       EXHIBIT C

                           IRWIN FINANCIAL CORPORATION

                 TERMS OF SERIES C CONVERTIBLE PREFERRED SHARES

         By Unanimous Written Consent effective as of October 8, 1999, the Board
of Directors of Irwin Financial Corporation (the "Corporation"), has approved
and adopted the terms of Series C Convertible Preferred Shares (the "Series C
Preferred Shares"), to consist of 133,332 shares, as follows:


         1. Definitions.

                  "Bank" means Irwin Union Bank and Trust Company, a commercial
         bank chartered under the laws of the State of Indiana and a
         wholly-owned subsidiary of the Corporation.

                  "Banking Office" means, collectively, the banking offices
         operated by the Bank in Hamilton County, Indiana, and Marion County,
         Indiana, including locations at 11611 N. Meridian St., Suite 100,
         Carmel, Indiana 46032 and 300 N. Meridian St., Suite 1200,
         Indianapolis, Indiana 46204.

                  "Board" means the Board of Directors of the Corporation.

                  "Common Shares" means the common shares of the Corporation.

                  "Corporation" means Irwin Financial Corporation, an Indiana
         corporation.

                  "Deposit Goal" means the goal that the average deposits at the
         Bank on behalf of the Banking Office for any calendar quarter equal or
         exceed $50,000,000, with the calculations to be made as set forth in
         Section 4(b)(iii) herein.

                  "Person" means an individual, a partnership, a joint venture,
         a corporation, an association, a trust, or any other entity or
         organization.

                  "Purchase Price" means the price per share at which the Series
         C Preferred Shares have been offered and sold by the Corporation to
         qualified investors pursuant to a Confidential Private Placement
         Memorandum.

                  "Series C Preferred Shares" means the Series C Convertible
         Preferred Shares of the Corporation.

                  "Start Date" means the first day of the calendar quarter
         following the closing date of the offering. The Start Date is the date
         from which the Corporation will measure the amount of deposits at the
         Bank on



                                       90
<PAGE>   91

         behalf of the Banking Office for the purposes of determining conversion
         rights.

         2. Dividends. The holders of outstanding Series C Preferred Shares
shall not be entitled to receive any dividends on the Series C Preferred Shares.

         3. Redemption.

                  (a) The outstanding Series C Preferred Shares are redeemable
         at the option of the Corporation, out of the assets of the Corporation
         legally available therefor, at any time or from time to time, in whole
         and not in part, at a redemption price per share of Series C Preferred
         Shares (the "Redemption Price") equal to the Purchase Price; provided,
         however, that for a period of not less than 30 days prior to the date
         fixed for redemption (the "Redemption Date"), the holders of the
         outstanding Series C Preferred Shares shall have an option to convert
         each Series C Preferred Share into 1.25 Common Shares.

                  (b) Notice of any redemption of Series C Preferred Shares,
         specifying the date fixed for redemption, the redemption price and the
         place at which shareholders may obtain payment of the Redemption Price
         upon surrender of their certificates, and the option of the
         shareholders to convert their Series C Preferred Shares into Common
         Shares, shall be mailed to each holder of record of the shares to be
         redeemed, at such holder's address of record, not less than 35, nor
         more than 90 days prior to the Redemption Date. Such notice shall set
         forth the manner in which shareholders may convert their Series C
         Preferred Shares into Common Shares, or to receive the Redemption
         Price, upon surrender of their certificates.

                  (c) Unless the Corporation defaults in the payment in full of
         the Redemption Price, (i) all rights of the holders of such Series C
         Preferred Shares as shareholders of the Corporation by reason of the
         ownership of such shares (including, without limitation, the right to
         convert the Series C Preferred Shares into Common Shares) shall cease
         on the Redemption Date except the right to receive the amount payable
         upon redemption of such shares upon presentation and surrender of the
         respective certificates evidencing such shares, and (ii) such shares
         shall be deemed not to be outstanding after the Redemption Date.

                  (d) Any Series C Preferred Shares that have been redeemed
         shall, after such redemption, not be reissued as Series C Preferred
         Shares, but shall become authorized but unissued Preferred Shares of
         the Corporation, and the certificates evidencing such shares shall be
         canceled.

                  (e) Any notice required by the provisions of this Section 3 to
         be given to the holders of Series C Preferred Shares shall be deemed
         given if deposited in the United States mail postage prepaid, and
         addressed to each holder of record at his, her or its address appearing
         on the books of the Corporation.


                                       91
<PAGE>   92

         4. Conversion Rights. The Series C Preferred Shares shall be
convertible into Common Shares as follows:

                  (a) No Optional Conversion. Other than pursuant to a
         redemption of the Series C Preferred Shares as set forth in Section 3
         above, the holders of Series C Preferred Shares shall have no optional
         rights to convert such shares into Common Shares.

                  (b) Automatic Conversion. Each Series C Preferred Share shall
         be automatically converted, without any further act of the Corporation
         or the holders of Series C Preferred Shares, into fully paid and
         nonassessable Common Shares in the manner and at the times specified
         below:

                           (i) Second Anniversary after Start Date. If the
                  Deposit Goal is met prior to twenty-four (24) months from the
                  Start Date, (A) the date of the automatic conversion into
                  Common Shares shall be twenty-seven (27) months after the
                  Start Date, and (B) each Series C Preferred Share shall
                  automatically be converted into 1.25 Common Shares. If the
                  Deposit Goal has not been met prior to twenty-four (24) months
                  from the Start Date, the Series C Preferred Shares will not be
                  converted into Common Shares until after the third anniversary
                  of the Start Date.

                           (ii) Third Anniversary after Start Date. If the
                  conversion of the Series C Preferred Shares into Common Shares
                  has not previously taken place within thirty-six (36) months
                  after the Start Date, then, thirty-nine (39) months after the
                  Start Date, each outstanding Series C Preferred Share shall
                  automatically be converted into (A) 1.10 Common Shares if the
                  Deposit Goal has been met prior to the end of thirty-six (36)
                  months after the Start Date, and (B) 1.02 Common Shares if the
                  Deposit Goal has not been met prior to the end of thirty-six
                  (36) months after the Start Date.

                           (iii) Determination of Whether Deposit Goal Has Been
                  Met. The Deposit Goal shall have been met prior to a specified
                  date if the average deposits at the Bank on behalf of the
                  Banking Office for any calendar quarter prior to such date
                  equal or exceed $50,000,000. For the purposes of determining
                  whether the Deposit Goal has been met, the Corporation will
                  follow the following procedures:

                                    Deposits: For the purpose of making the
                           Deposit Goal calculations, "deposits" means the book
                           balances of all accounts which are insurable by the
                           Federal Deposit Insurance Corporation (such as
                           demand, savings, time, money market and NOW accounts
                           and certificates of deposit), including the balances
                           in such accounts in excess of $100,000; provided,
                           however, that certificates of deposit in amounts of
                           $100,000 or more shall be included in the total
                           amount of deposits only to the extent such
                           certificates of deposit do not exceed 10% of total
                           deposits.




                                       92

<PAGE>   93

                                    Credit for Deposits: The specific banking
                           office at which a deposit account is opened receives
                           the credit for the account; provided, however, that
                           if the Banking Office is not authorized to accept
                           deposits or has not yet opened for business, a
                           deposit account may be established at another banking
                           office on behalf of the Banking Office if designated
                           as such. The Bank's accounting system tracks and
                           accounts for all depository accounts on a daily
                           basis.

                                    Calendar Quarter Average: After a calendar
                           quarter has expired, the Bank will calculate the
                           calendar quarter average of deposits for accounts
                           designated as gathered on behalf of the Banking
                           Office by adding the sum of the daily general ledger
                           balance for such deposits and then dividing this sum
                           by the number of days in the calendar quarter.

                  All determinations regarding whether the Deposit Goal has been
                  met as of any date shall be made by the Corporation. Such
                  determinations in this regard shall be final and conclusive
                  for all purposes.

                  (c) Mechanics of Conversion. Upon the occurrence of the dates
         specified in Section 4(b) above, the outstanding Series C Preferred
         Shares shall be converted automatically without any further action by
         the holders of such shares and whether or not the certificates
         representing such shares are surrendered to the Corporation or its
         transfer agent; provided, however, that the Corporation shall not be
         obligated to issue to any holder certificates evidencing the Common
         Shares issuable upon such conversion unless certificates evidencing the
         Series C Preferred Shares are delivered either to the Corporation or
         any transfer agent designated by the Corporation. Conversion shall be
         deemed to have been effected on the date of the occurrence of the dates
         specified in Section 4(b) above, as the case may be, and such date is
         referred to herein as the "Conversion Date." Subject to the provisions
         of Section 4(b) above, as promptly as practicable thereafter (and after
         surrender of the certificate or certificates representing the Series C
         Preferred Shares to the Corporation or any transfer agent designated by
         the Corporation), the Corporation shall issue and deliver to such
         holder a certificate or certificates for the number of full Common
         Shares to which such holder is entitled as provided in Section 4(b)
         hereof. Subject to the provisions of Section 4(b), the person in whose
         name the certificate or certificates for Common Shares are to be issued
         shall be deemed to have become a holder of record of such Common Shares
         on the applicable Conversion Date.

                  (d) Fractional Shares. No fractional Common Shares or scrip
         shall be issued upon conversion of Series C Preferred Shares. In lieu
         of any fractional Common Shares which would otherwise be issuable upon
         conversion of any Series C Preferred Shares, the number of full Common
         Shares issuable upon conversion thereof shall be increased to the next
         higher number of whole shares.

                  (e) Rights After Conversion Date. From and after the
         Conversion Date (unless the Corporation defaults in issuing Common
         Shares in


                                       93
<PAGE>   94


         conversion for the outstanding Series C Preferred Shares on the
         Conversion Date), such Series C Preferred Shares shall be deemed not to
         be outstanding and all rights of the holders of such shares as
         Shareholders of the Corporation by reason of the ownership of such
         shares shall cease, except the right to receive Common Shares as
         provided in Section 4(b) herein on presentation and surrender of the
         respective certificates evidencing such Series C Preferred Shares. Upon
         presentation and surrender, on or after the Conversion Date, of any
         certificate evidencing Series C Preferred Shares (properly endorsed or
         assigned for transfer, if the Corporation shall so require), such
         shares shall be converted by the Corporation for Common Shares as
         provided in this Section 4.

                  (f) Authorized, But Unissued Shares. Any Series C Preferred
         Shares that shall at any time have been converted into Common Shares
         pursuant to this Section 4 shall, after such conversion become
         authorized but unissued Preferred Shares of the Corporation, and the
         certificates evidencing such shares shall be canceled.

                  (g) Reservation of Shares. The Corporation shall reserve at
         all times so long as any Series C Preferred Shares remain outstanding,
         free from preemptive rights, out of its treasury shares or its
         authorized but unissued Common Shares, or both, solely for the purpose
         of effecting the conversion of the Series C Preferred Shares,
         sufficient Common Shares to provide for the conversion of all
         outstanding Series C Preferred Shares.

                  (h) Fully Paid and Nonassessable Shares. All Common Shares or
         other securities which may be issued upon conversion of the Series C
         Preferred Shares will upon issuance by the Corporation be duly and
         validly issued, fully paid and nonassessable and free from all taxes,
         liens and charges with respect to the issuance thereof and the
         Corporation shall take no action which would cause a contrary result.

         5. Conversion Ratio Adjustments. The number of Common Shares into which
the Series C Preferred Shares shall be converted pursuant to Section 4 (the
"Conversion Ratios") and the securities or other property deliverable upon
conversion of the Series C Preferred Shares shall be subject to adjustment from
time to time as follows:

                  (a) Share Subdivisions or Split-Ups. If the number of Common
         Shares outstanding at any time after the date of issuance of the Series
         C Preferred Shares is increased by a subdivision or split-up of Common
         Shares, then immediately after the record date fixed for the
         determination of holders of Common Shares entitled to receive such
         subdivision or split-up, as the case may be, the Conversion Ratios
         shall be appropriately increased so that the holder of any Series C
         Preferred Shares thereafter converted shall be entitled to receive the
         number of Common Shares of the Corporation which the holder would have
         owned immediately following such action had such Series C Preferred
         Shares been converted immediately prior thereto.

                  (b) Combinations of Shares. If the number of Common Shares
         outstanding at any time after the date of issuance of the Series C
         Preferred Shares is decreased by a combination of the outstanding
         Common

                                       94
<PAGE>   95

         Shares, then, immediately after the effective date of such combination,
         the Conversion Ratios applicable thereto shall be appropriately
         decreased so that the holder of any Series C Preferred Shares
         thereafter converted shall be entitled to receive the number of Common
         Shares of the Corporation which the holder would have owned immediately
         following such action had such Series C Preferred Shares been converted
         immediately prior thereto.

                  (c) Reorganization, Reclassification, Merger, Sale of All
         Assets, etc. In case of any capital reorganization of the Corporation,
         or of any reclassification of the Common Shares, or in case of the
         consolidation of the Corporation with or the merger of the Corporation
         with or into any other Person or of the sale, lease or other transfer
         of all or substantially all of the assets of the Corporation to any
         other Person, or in the case of any distribution of cash or other
         assets or of notes or other indebtedness of the Corporation or any
         other securities of the Corporation (except Common Shares) to the
         holders of its Common Shares, each Series C Preferred Share shall,
         after such capital reorganization, reclassification, consolidation,
         merger, sale, lease or other transfer or such distribution, be
         convertible into the number of shares or other securities or property
         to which the Common Shares issuable (at the time of such capital
         reorganization, reclassification, consolidation, merger, sale, lease or
         other transfer or such distribution) upon conversion of such Series C
         Preferred Shares would have been entitled upon such capital
         reorganization, reclassification, consolidation, merger, sale, lease or
         other transfer or such distribution in place of (or in addition to, in
         the case of any such event after which Common Shares remain
         outstanding) the Common Shares into which such Series C Preferred
         Shares would otherwise have been convertible; and in any such case, if
         necessary, the provisions set forth herein with respect to the rights
         and interest thereafter of the holders of Series C Preferred Shares
         shall be appropriately adjusted so as to be applicable, as nearly as
         may reasonably be, to any shares or other securities or property
         thereafter deliverable on the conversion of the Series C Preferred
         Shares.

                  (d) Rounding of Calculations; Minimum Adjustment. All
         calculations under this Section 5 shall be made to the nearest one
         hundredth (1/100th) of a Common Share, as the case may be. Any
         provision of this Section 5 to the contrary notwithstanding, no
         adjustment in the Conversion Ratios shall be made if the amount of such
         adjustment would be less than one hundredth of a Common Share, but any
         such amount shall be carried forward and an adjustment with respect
         thereto shall be made at the time of any subsequent adjustment which,
         together with such amount and any other amount or amounts so carried
         forward, shall aggregate one hundredth of a Common Share or more.

                  (e) Timing of Issuance of Additional Common Shares upon
         Certain Adjustments. In any case in which the provisions of this
         Section 5 shall require that an adjustment shall become effective
         immediately after a record date for an event, the Corporation may defer
         until the occurrence of such event issuing to the holder of any Series
         C Preferred Shares converted after such record date and before the
         occurrence of such event the additional Common Shares or other property
         issuable or



                                       95
<PAGE>   96

         deliverable upon such conversion by reason of the adjustment required
         by such event over and above the Common Shares or other property
         issuable or deliverable upon such conversion before giving effect to
         such adjustment; provided, however, that the Corporation upon request
         shall deliver to such holder a due bill or other appropriate instrument
         evidencing such holder's right to receive such additional shares or
         other property, and such cash, upon the occurrence of the event
         requiring such adjustment.

                  (f) Statement Regarding Adjustments. Whenever the Conversion
         Ratios shall be adjusted as provided in this Section 5, the Corporation
         shall forthwith file, at the office of any transfer agent for the
         Series C Preferred Shares and at the principal office of the
         Corporation a statement showing in detail the facts requiring such
         adjustment and the Conversion Ratios that shall be in effect after such
         adjustment, and the Corporation shall also cause a copy of such
         statement to be mailed, first class postage prepaid, to each holder of
         Series C Preferred Shares at its address appearing on the Corporation's
         records.

                  (g) Cost. The Corporation shall pay all documentary, stamp,
         transfer or other transactional taxes attributable to the issuance or
         delivery of Common Shares of the Corporation or other securities or
         property upon conversion of any Series C Preferred Shares; provided,
         however, that the Corporation shall not be required to pay any taxes
         which may be payable in respect of any transfer involved in the
         issuance or delivery of any certificate for such shares or securities
         in the name other than that of the holder of Series C Preferred Shares
         in respect of which such shares are being issued.

         6. Voting. The holders of Series C Preferred Shares shall have no right
or power to vote on any matter except as required by law. In any matter on which
the holders of Series C Preferred Shares shall, as a matter of law, be entitled
to vote, the holders shall be entitled to one vote for each Series C Preferred
Share held.

         7. Liquidation Rights.

                  (a) Upon the dissolution, liquidation or winding up of the
         Corporation, whether voluntary or involuntary, the holders of Series C
         Preferred Shares then outstanding shall be entitled to receive out of
         the assets of the Corporation available for distribution to equity
         holders, an amount per share in cash equal to the Purchase Price before
         any payment or distribution shall be made on the Common Shares or on
         any other class of capital shares of the Corporation ranking junior to
         the Series C Preferred Shares upon liquidation. All outstanding shares
         of any other series of preferred shares shall rank at parity with the
         Series C Preferred Shares. The consolidation or merger of the
         Corporation, or a sale, exchange or transfer of all or substantially
         all of its assets as an entirety, shall not be regarded as a
         "dissolution, liquidation or winding up of the Corporation" within the
         meaning of this Section 7(a).

                  (b) After the payment to the holders of Series C Preferred
         Shares of the full preferential amounts fixed hereby for Series C


                                       96

<PAGE>   97

         Preferred Shares, the holders of Series C Preferred Shares as such
         shall have no right or claim to any of the remaining assets of the
         Corporation.

                  (c) If the assets of the Corporation available for
         distribution to the holders of Series C Preferred Shares upon
         dissolution, liquidation or winding up of the Corporation are
         insufficient to pay in full all amounts to which such holders are
         entitled pursuant to Section 7(a), no distribution shall be made on
         account of any shares of a class or series of capital shares of the
         Corporation ranking on a parity with the Series C Preferred Shares, if
         any, upon such dissolution, liquidation or winding up unless
         proportionate distributive amounts shall be paid on account of the
         Series C Preferred Shares, ratably, in proportion to the full
         distributable amounts for which holders of all such parity shares are
         respectively entitled upon such dissolution, liquidation or winding up.

         8. Reports to Holders of Series C Preferred Shares. For so long as
there shall remain outstanding any Series C Preferred Shares, the Corporation
shall furnish to each holder of record of Series C Preferred Shares (i) all
reports or other correspondence sent by the Corporation to holders of record of
the Common Shares of the Corporation, and (ii) a quarterly report setting forth
the average monthly deposits on behalf of the Banking Office.

         9. Certain Covenants. So long as any Series C Preferred Shares are
outstanding, without the prior written consent of the holders of a majority of
the outstanding Series C Preferred Shares, the Corporation shall not amend,
alter or repeal any provisions of this resolution establishing Series C
Convertible Preferred Shares, or otherwise amend, alter or repeal any provision
of the Articles of Incorporation of the Corporation so as to affect adversely
the preferences, rights, powers or privileges of the Series C Preferred Shares.

         10. Certain Events. If any event occurs of the type contemplated but
not expressly provided for by the provisions of Section 4 or Section 5 herein,
then the Corporation's Board of Directors will make an appropriate adjustment in
the Conversion Ratios for the Series C Preferred Shares to protect the rights of
the holders thereof.

         11. Exclusion of Other Rights. Unless otherwise required by law, the
Series C Preferred Shares shall not have any voting powers, preferences or
relative, participating, optional or other special rights other than those
specifically set forth herein.

                          ARTICLES OF AMENDMENT OF THE

                            ARTICLES OF INCORPORATION

                          ARTICLES OF AMENDMENT OF THE
                          ARTICLES OF INCORPORATION OF:

Name of Corporation Irwin Financial Corporation
Date of Incorporation May 31, 1972



                                       97
<PAGE>   98

The undersigned officers above referenced Corporation (hereinafter referred to
as the 'Corporation") existing pursuant to the provisions of. (Indicate
appropriate act)

    X Indiana Business Corporation Law as amended (hereinafter referred to as
    the "Act"), desiring to give notice of corporate action effectuating
    amendment of certain provisions of its Article of Incorporation, certify the
    following facts:

                             ARTICLE I Amendment(s)

  The exact text of Article(s) V., Section 2 of the Articles

           (NOTE: if amending the name of corporation, write Article 'I' in
           space above and write, "The name of the Corporation is_____" below.)

           is amended to add a new Section 5.30, as set forth in Exhibit A
attached hereto, respectively.

                                   ARTICLE II

Date of each amendment's adoption: December 16, 1999

                     ARTICLE III Manner of Adoption and Vote

  Mark applicable section: NOTE - Only in limited situations does Indiana law
  permit an Amendment without shareholder approval. Because a name change
  requires shareholder approval, Section 2 must be marked and either A or B
  completed.

X SECTION 1 This amendment was adopted by the Board of Directors or
incorporators and shareholder action was not required.

                  ARTICLE IV Compliance with Legal Requirements

      The manner of the adoption of the Articles of Amendment and the vote by
      which they were adopted constitute full legal compliance with the
      provisions of the Act, the Articles of Incorporation, and the By-Laws of
      the Corporation.


                                       98
<PAGE>   99

      I hereby verify, subject to the penalties of perjury, that the statements
      contained herein are true, this 31st day of January, 2000.

      Signature of current officer or chairman of the board /s/ Ellen Z. Mufson
      Printed name of officer or chairman of the board Ellen Z. Mufson

      Signature's title Assistant Secretary


                         CERTIFIED COPY OF A RESOLUTION



I HEREBY CERTIFY that I am the Assistant Secretary of Irwin Financial
Corporation, an Indiana corporation, and that the following resolution was
adopted by the Board of Directors of said Corporation on December 16, 1999:

                                [Attached Herein]

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the corporate
seal this 31st day of January 2000.



                                            /s/ Ellen Z. Mufson
                                            ---------------------------------
                                            Ellen Z. Mufson, Assistant Secretary

                                                                       EXHIBIT A

                           IRWIN FINANCIAL CORPORATION

                 TERMS OF SERIES D CONVERTIBLE PREFERRED SHARES

         By Resolution effective as of December 16, 1999, the Board of Directors
of Irwin Financial Corporation (the "Corporation"), has approved and adopted the
terms of Series D Convertible Preferred Shares (the "Series D Preferred
Shares"), to consist of 66,666 shares, as follows:

1.       Definitions.

                  "Bank" means Irwin Union Bank and Trust Company, a commercial
         bank chartered under the laws of the State of Indiana and a
         wholly-owned subsidiary of the Corporation.

                  "Banking Office" means, collectively, the banking offices
         operated by the Bank at 0-185 44th Street, Grandville, Michigan 49418.

                  "Board" means the Board of Directors of the Corporation.

                  "Common Shares" means the common shares of the Corporation.


                                       99
<PAGE>   100

                  "Corporation" means Irwin Financial Corporation, an Indiana
         corporation.

                  "Deposit Goal" means the goal that the average deposits at the
         Bank on behalf of the Banking Office for any calendar quarter equal or
         exceed $25,000,000, with the calculations to be made as set forth in
         Section 4(b)(iii) herein.

                  "Person" means an individual, a partnership, a joint venture,
         a corporation, an association, a trust, or any other entity or
         organization.

                  "Purchase Price" means the price per share at which the Series
         D Preferred Shares have been offered and sold by the Corporation to
         qualified investors pursuant to a Confidential Private Placement
         Memorandum.

                  "Series D Preferred Shares" means the Series D Convertible
Preferred Shares of the Corporation.

                  "Start Date" means the first day of the calendar quarter
         following the closing date of the offering. The Start Date is the date
         from which the Corporation will measure the amount of deposits at the
         Bank on behalf of the Banking Office for the purposes of determining
         conversion rights.

         2. Dividends. The holders of outstanding Series D Preferred Shares
shall not be entitled to receive any dividends on the Series D Preferred Shares.

         3. Redemption.

                  (a) The outstanding Series D Preferred Shares are redeemable
         at the option of the Corporation, out of the assets of the Corporation
         legally available therefor, at any time or from time to time, in whole
         and not in part, at a redemption price per share of Series D Preferred
         Shares (the "Redemption Price") equal to the Purchase Price; provided,
         however, that for a period of not less than 30 days prior to the date
         fixed for redemption (the "Redemption Date"), the holders of the
         outstanding Series D Preferred Shares shall have an option to convert
         each Series D Preferred Share into 1.25 Common Shares.

                  (b) Notice of any redemption of Series D Preferred Shares,
         specifying the date fixed for redemption, the redemption price and the
         place at which shareholders may obtain payment of the Redemption Price
         upon surrender of their certificates, and the option of the
         shareholders to convert their Series D Preferred Shares into Common
         Shares, shall be mailed to each holder of record of the shares to be
         redeemed, at such holder's address of record, not less than 35, nor
         more than 90 days prior to the Redemption Date. Such notice shall set
         forth the manner in which shareholders may convert their Series D
         Preferred Shares into Common Shares, or to receive the Redemption
         Price, upon surrender of their certificates.


                                      100

<PAGE>   101

                  (c) Unless the Corporation defaults in the payment in full of
         the Redemption Price, (i) all rights of the holders of such Series D
         Preferred Shares as shareholders of the Corporation by reason of the
         ownership of such shares (including, without limitation, the right to
         convert the Series D Preferred Shares into Common Shares) shall cease
         on the Redemption Date except the right to receive the amount payable
         upon redemption of such shares upon presentation and surrender of the
         respective certificates evidencing such shares, and (ii) such shares
         shall be deemed not to be outstanding after the Redemption Date.

                  (d) Any Series D Preferred Shares that have been redeemed
         shall, after such redemption, not be reissued as Series D Preferred
         Shares, but shall become authorized but unissued Preferred Shares of
         the Corporation, and the certificates evidencing such shares shall be
         canceled.

                  (e) Any notice required by the provisions of this Section 3 to
         be given to the holders of Series D Preferred Shares shall be deemed
         given if deposited in the United States mail postage prepaid, and
         addressed to each holder of record at his, her or its address appearing
         on the books of the Corporation.

         4. Conversion Rights. The Series D Preferred Shares shall be
convertible into Common Shares as follows:

                  (a) No Optional Conversion. Other than pursuant to a
         redemption of the Series D Preferred Shares as set forth in Section 3
         above, the holders of Series D Preferred Shares shall have no optional
         rights to convert such shares into Common Shares.

                  (b) Automatic Conversion. Each Series D Preferred Share shall
         be automatically converted, without any further act of the Corporation
         or the holders of Series D Preferred Shares, into fully paid and
         nonassessable Common Shares in the manner and at the times specified
         below:

                           (i) Second Anniversary after Start Date. If the
                  Deposit Goal is met prior to twenty-four (24) months from the
                  Start Date, (A) the date of the automatic conversion into
                  Common Shares shall be twenty-seven (27) months after the
                  Start Date, and (B) each Series D Preferred Share shall
                  automatically be converted into 1.25 Common Shares. If the
                  Deposit Goal has not been met prior to twenty-four (24) months
                  from the Start Date, the Series D Preferred Shares will not be
                  converted into Common Shares until after the third anniversary
                  of the Start Date.

                           (ii) Third Anniversary after Start Date. If the
                  conversion of the Series D Preferred Shares into Common Shares
                  has not previously taken place within thirty-six (36) months
                  after the Start Date, then, thirty-nine (39) months after the
                  Start Date, each outstanding Series D Preferred Share shall
                  automatically be converted into (A) 1.10 Common Shares if the
                  Deposit Goal has been met prior to the end of thirty-six (36)
                  months after the Start Date, and (B) 1.02 Common Shares if the
                  Deposit Goal has not been


                                      101
<PAGE>   102

                  met prior to the end of thirty-six (36) months after the Start
                  Date.

                           (iii) Determination of Whether Deposit Goal Has Been
                  Met. The Deposit Goal shall have been met prior to a specified
                  date if the average deposits at the Bank on behalf of the
                  Banking Office for any calendar quarter prior to such date
                  equal or exceed $25,000,000. For the purposes of determining
                  whether the Deposit Goal has been met, the Corporation will
                  follow the following procedures:

                                    Deposits: For the purpose of making the
                           Deposit Goal calculations, "deposits" means the book
                           balances of all accounts which are insurable by the
                           Federal Deposit Insurance Corporation (such as
                           demand, savings, time, money market and NOW accounts
                           and certificates of deposit), including the balances
                           in such accounts in excess of $100,000; provided,
                           however, that certificates of deposit in amounts of
                           $100,000 or more shall be included in the total
                           amount of deposits only to the extent such
                           certificates of deposit do not exceed 10% of total
                           deposits.

                                    Credit for Deposits: The specific banking
                           office at which a deposit account is opened receives
                           the credit for the account; provided, however, that
                           if the Banking Office is not authorized to accept
                           deposits or has not yet opened for business, a
                           deposit account may be established at another banking
                           office on behalf of the Banking Office if designated
                           as such. The Bank's accounting system tracks and
                           accounts for all depository accounts on a daily
                           basis.

                                    Calendar Quarter Average: After a calendar
                           quarter has expired, the Bank will calculate the
                           calendar quarter average of deposits for accounts
                           designated as gathered on behalf of the Banking
                           Office by adding the sum of the daily general ledger
                           balance for such deposits and then dividing this sum
                           by the number of days in the calendar quarter.

                  All determinations regarding whether the Deposit Goal has been
                  met as of any date shall be made by the Corporation. Such
                  determinations in this regard shall be final and conclusive
                  for all purposes.

                  (c) Mechanics of Conversion. Upon the occurrence of the dates
         specified in Section 4(b) above, the outstanding Series D Preferred
         Shares shall be converted automatically without any further action by
         the holders of such shares and whether or not the certificates
         representing such shares are surrendered to the Corporation or its
         transfer agent; provided, however, that the Corporation shall not be
         obligated to issue to any holder certificates evidencing the Common
         Shares issuable upon such conversion unless certificates evidencing the
         Series D Preferred Shares are delivered either to the Corporation or
         any transfer agent designated by the Corporation. Conversion shall be
         deemed to have been effected on the date of the occurrence of the dates


                                      102

<PAGE>   103


         specified in Section 4(b) above, as the case may be, and such date is
         referred to herein as the "Conversion Date." Subject to the provisions
         of Section 4(b) above, as promptly as practicable thereafter (and after
         surrender of the certificate or certificates representing the Series D
         Preferred Shares to the Corporation or any transfer agent designated by
         the Corporation), the Corporation shall issue and deliver to such
         holder a certificate or certificates for the number of full Common
         Shares to which such holder is entitled as provided in Section 4(b)
         hereof. Subject to the provisions of Section 4(b), the person in whose
         name the certificate or certificates for Common Shares are to be issued
         shall be deemed to have become a holder of record of such Common Shares
         on the applicable Conversion Date.

                  (d) Fractional Shares. No fractional Common Shares or scrip
         shall be issued upon conversion of Series D Preferred Shares. In lieu
         of any fractional Common Shares which would otherwise be issuable upon
         conversion of any Series D Preferred Shares, the number of full Common
         Shares issuable upon conversion thereof shall be increased to the next
         higher number of whole shares.

                  (e) Rights After Conversion Date. From and after the
         Conversion Date (unless the Corporation defaults in issuing Common
         Shares in conversion for the outstanding Series D Preferred Shares on
         the Conversion Date), such Series D Preferred Shares shall be deemed
         not to be outstanding and all rights of the holders of such shares as
         Shareholders of the Corporation by reason of the ownership of such
         shares shall cease, except the right to receive Common Shares as
         provided in Section 4(b) herein on presentation and surrender of the
         respective certificates evidencing such Series D Preferred Shares. Upon
         presentation and surrender, on or after the Conversion Date, of any
         certificate evidencing Series D Preferred Shares (properly endorsed or
         assigned for transfer, if the Corporation shall so require), such
         shares shall be converted by the Corporation for Common Shares as
         provided in this Section 4.

                  (f) Authorized, But Unissued Shares. Any Series D Preferred
         Shares that shall at any time have been converted into Common Shares
         pursuant to this Section 4 shall, after such conversion, become
         authorized but unissued (and undesignated) preferred shares of the
         Corporation, and the certificates evidencing such shares shall be
         canceled.

                  (g) Reservation of Shares. The Corporation shall reserve at
         all times so long as any Series D Preferred Shares remain outstanding,
         free from preemptive rights, out of its treasury shares or its
         authorized but unissued Common Shares, or both, solely for the purpose
         of effecting the conversion of the Series D Preferred Shares,
         sufficient Common Shares to provide for the conversion of all
         outstanding Series D Preferred Shares.

                  (h) Fully Paid and Nonassessable Shares. All Common Shares or
         other securities which may be issued upon conversion of the Series D
         Preferred Shares will upon issuance by the Corporation be duly and
         validly issued, fully paid and nonassessable and free from all taxes,


                                      103

<PAGE>   104

         liens and charges with respect to the issuance thereof and the
         Corporation shall take no action which would cause a contrary result.

         5. Conversion Ratio Adjustments. The number of Common Shares into which
the Series D Preferred Shares shall be converted pursuant to Section 4 (the
"Conversion Ratios") and the securities or other property deliverable upon
conversion of the Series D Preferred Shares shall be subject to adjustment from
time to time as follows:

                  (a) Share Subdivisions or Split-Ups. If the number of Common
         Shares outstanding at any time after the date of issuance of the Series
         D Preferred Shares is increased by a subdivision or split-up of Common
         Shares, then immediately after the record date fixed for the
         determination of holders of Common Shares entitled to receive such
         subdivision or split-up, as the case may be, the Conversion Ratios
         shall be appropriately increased so that the holder of any Series D
         Preferred Shares thereafter converted shall be entitled to receive the
         number of Common Shares of the Corporation which the holder would have
         owned immediately following such action had such Series D Preferred
         Shares been converted immediately prior thereto.

                  (b) Combinations of Shares. If the number of Common Shares
         outstanding at any time after the date of issuance of the Series D
         Preferred Shares is decreased by a combination of the outstanding
         Common Shares, then, immediately after the effective date of such
         combination, the Conversion Ratios applicable thereto shall be
         appropriately decreased so that the holder of any Series D Preferred
         Shares thereafter converted shall be entitled to receive the number of
         Common Shares of the Corporation which the holder would have owned
         immediately following such action had such Series D Preferred Shares
         been converted immediately prior thereto.

                  (c) Reorganization, Reclassification, Merger, Sale of All
         Assets, etc. In case of any capital reorganization of the Corporation,
         or of any reclassification of the Common Shares, or in case of the
         consolidation of the Corporation with or the merger of the Corporation
         with or into any other Person or of the sale, lease or other transfer
         of all or substantially all of the assets of the Corporation to any
         other Person, or in the case of any distribution of cash or other
         assets or of notes or other indebtedness of the Corporation or any
         other securities of the Corporation (except Common Shares) to the
         holders of its Common Shares, each Series D Preferred Share shall,
         after such capital reorganization, reclassification, consolidation,
         merger, sale, lease or other transfer or such distribution, be
         convertible into the number of shares or other securities or property
         to which the Common Shares issuable (at the time of such capital
         reorganization, reclassification, consolidation, merger, sale, lease or
         other transfer or such distribution) upon conversion of such Series D
         Preferred Shares would have been entitled upon such capital
         reorganization, reclassification, consolidation, merger, sale, lease or
         other transfer or such distribution in place of (or in addition to, in
         the case of any such event after which Common Shares remain
         outstanding) the Common Shares into which such Series D Preferred
         Shares would otherwise have been convertible; and in any such case, if
         necessary, the provisions set


                                      104
<PAGE>   105

         forth herein with respect to the rights and interest thereafter of the
         holders of Series D Preferred Shares shall be appropriately adjusted so
         as to be applicable, as nearly as may reasonably be, to any shares or
         other securities or property thereafter deliverable on the conversion
         of the Series D Preferred Shares.

                  (d) Rounding of Calculations; Minimum Adjustment. All
         calculations under this Section 5 shall be made to the nearest one
         hundredth (1/100th) of a Common Share, as the case may be. Any
         provision of this Section 5 to the contrary notwithstanding, no
         adjustment in the Conversion Ratios shall be made if the amount of such
         adjustment would be less than one hundredth of a Common Share, but any
         such amount shall be carried forward and an adjustment with respect
         thereto shall be made at the time of any subsequent adjustment which,
         together with such amount and any other amount or amounts so carried
         forward, shall aggregate one hundredth of a Common Share or more.

                  (e) Timing of Issuance of Additional Common Shares upon
         Certain Adjustments. In any case in which the provisions of this
         Section 5 shall require that an adjustment shall become effective
         immediately after a record date for an event, the Corporation may defer
         until the occurrence of such event issuing to the holder of any Series
         D Preferred Shares converted after such record date and before the
         occurrence of such event the additional Common Shares or other property
         issuable or deliverable upon such conversion by reason of the
         adjustment required by such event over and above the Common Shares or
         other property issuable or deliverable upon such conversion before
         giving effect to such adjustment; provided, however, that the
         Corporation upon request shall deliver to such holder a due bill or
         other appropriate instrument evidencing such holder's right to receive
         such additional shares or other property, and such cash, upon the
         occurrence of the event requiring such adjustment.

                  (f) Statement Regarding Adjustments. Whenever the Conversion
         Ratios shall be adjusted as provided in this Section 5, the Corporation
         shall forthwith file, at the office of any transfer agent for the
         Series D Preferred Shares and at the principal office of the
         Corporation a statement showing in detail the facts requiring such
         adjustment and the Conversion Ratios that shall be in effect after such
         adjustment, and the Corporation shall also cause a copy of such
         statement to be mailed, first class postage prepaid, to each holder of
         Series D Preferred Shares at its address appearing on the Corporation's
         records.

                  (g) Cost. The Corporation shall pay all documentary, stamp,
         transfer or other transactional taxes attributable to the issuance or
         delivery of Common Shares of the Corporation or other securities or
         property upon conversion of any Series D Preferred Shares; provided,
         however, that the Corporation shall not be required to pay any taxes
         which may be payable in respect of any transfer involved in the
         issuance or delivery of any certificate for such shares or securities
         in the name other than that of the holder of Series D Preferred Shares
         in respect of which such shares are being issued.


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         6. Voting. The holders of Series D Preferred Shares shall have no right
or power to vote on any matter except as required by law. In any matter on which
the holders of Series D Preferred Shares shall, as a matter of law, be entitled
to vote, the holders shall be entitled to one vote for each Series D Preferred
Share held.

         7.       Liquidation Rights.

                  (a) Upon the dissolution, liquidation or winding up of the
         Corporation, whether voluntary or involuntary, the holders of Series D
         Preferred Shares then outstanding shall be entitled to receive out of
         the assets of the Corporation available for distribution to equity
         holders, an amount per share in cash equal to the Purchase Price before
         any payment or distribution shall be made on the Common Shares or on
         any other class of capital shares of the Corporation ranking junior to
         the Series D Preferred Shares upon liquidation. The Series D Preferred
         Shares shall rank at parity with all outstanding shares of any other
         series of preferred shares. The consolidation or merger of the
         Corporation, or a sale, exchange or transfer of all or substantially
         all of its assets as an entirety, shall not be regarded as a
         "dissolution, liquidation or winding up of the Corporation" within the
         meaning of this Section 7(a).

                  (b) After the payment to the holders of Series D Preferred
         Shares of the full preferential amounts fixed hereby for Series D
         Preferred Shares, the holders of Series D Preferred Shares as such
         shall have no right or claim to any of the remaining assets of the
         Corporation.

                  (c) If the assets of the Corporation available for
         distribution to the holders of Series D Preferred Shares upon
         dissolution, liquidation or winding up of the Corporation are
         insufficient to pay in full all amounts to which such holders are
         entitled pursuant to Section 7(a), no distribution shall be made on
         account of any shares of a class or series of capital shares of the
         Corporation ranking on a parity with the Series D Preferred Shares, if
         any, upon such dissolution, liquidation or winding up unless
         proportionate distributive amounts shall be paid on account of the
         Series D Preferred Shares, ratably, in proportion to the full
         distributable amounts for which holders of all such parity shares are
         respectively entitled upon such dissolution, liquidation or winding up.

         8. Reports to Holders of Series D Preferred Shares. For so long as
there shall remain outstanding any Series D Preferred Shares, the Corporation
shall furnish to each holder of record of Series D Preferred Shares (i) all
reports or other correspondence sent by the Corporation to holders of record of
the Common Shares of the Corporation, and (ii) a quarterly report setting forth
the average monthly deposits on behalf of the Banking Office.

         9. Certain Covenants. So long as any Series D Preferred Shares are
outstanding, without the prior written consent of the holders of a majority of
the outstanding Series D Preferred Shares, the Corporation shall not amend,
alter or repeal any provisions of this resolution establishing Series D
Convertible Preferred Shares, or otherwise amend, alter or repeal any


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provision of the Articles of Incorporation of the Corporation so as to affect
adversely the preferences, rights, powers or privileges of the Series D
Preferred Shares.

         10. Certain Events. If any event occurs of the type contemplated but
not expressly provided for by the provisions of Section 4 or Section 5 herein,
then the Corporation's Board of Directors will make an appropriate adjustment in
the Conversion Ratios for the Series D Preferred Shares to protect the rights of
the holders thereof.

         11. Exclusion of Other Rights. Unless otherwise required by law, the
Series D Preferred Shares shall not have any voting powers, preferences or
relative, participating, optional or other special rights other than those
specifically set forth herein.


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