IRWIN FINANCIAL CORPORATION

                     AMENDMENT NUMBER ONE TO

                     1997 STOCK OPTION PLAN


    The  terms  and  conditions  of  paragraph  8  of  the  Irwin
Financial  Corporation Stock Option Plan (the  "Plan")  shall  be
amended so as to read as follows, effective February 19, 1998:

     8.  Limitations on Exercise of Options/SARs.

    (a)    Except  with  respect to those options  granted  under
subparagraph  (b)  of  this paragraph,  each  option  and/or  SAR
granted under this Plan shall be exercisable by the grantee  only
in accordance with the following schedule:

         (i)    During the first year following the grant of  the
     option  and/or  SAR,  up to 25% of the optioned  Shares,  or
     Shares represented by the SAR, may be exercised:

        (ii)   During the second year following the grant of the
     option and/or SAR, up to an additional 25% of the optioned
     Shares, or Shares represented by the SAR, may be exercised;

        (iii)  During the third year following the grant of the
     option and/or SAR, up to an additional 25% of the optioned
     Shares, or Shares represented by the SAR, may be exercised:
     and

        (iv)   After the end of the third year following the
     grant of the option and/or SAR and until the expiration of
     the option and/or SAR, any and all remaining Shares under
     the option or Shares represented by the SAR, may be
     exercised.

The  limitations on exercise set forth above shall be cumulative;
for  example, during the second year after the grant  a  combined
total of 50% of the optioned Shares, or Shares represented by the
SAR,  may  be exercised if none were exercised during  the  first
year.   The  limitations set forth in this paragraph 8 shall  not
apply in the event of the death of a grantee while serving on the
Board of Directors or in the employ of IFC or its subsidiaries.

    (b)  Options designated at the time of the grant as  "Special
Y2K  Series  Stock Options" shall be exercisable by  the  grantee
only  in  accordance with the following terms, and the provisions
of subparagraph (a) shall not apply thereto:

         (i)    If the Board of Directors determines, in its sole
     discretion,   that   the  Company's   Year   2000   computer
     programming  project  has  been  brought  to  a   successful
     conclusion,  then  the Special Y2K Series  Options  will  be
     exercisable in full from and after March 31, 2001.

        (ii)    If the Board of Directors determines, in its sole
     discretion that the Year 2000 project has not been brought
     to a successful conclusion, but that the remaining problems
     are not significant, then the Special Y2K Series Options
     will be exercisable as to one-half the  shares subject to
     those options from and after March 31, 2001, and the
     remaining shares subject to the options will be forfeited.

        (iii)  If the Board of Directors determines, in its sole
     discretion, that the Year 2000 project has not been brought
     to a successful conclusion, and that the remaining problems
     are significant, then none of the Special Y2K Series Options
     will be exercisable and all of the shares subject to the
     options will be forfeited.

The determinations of the Board of Directors described in this
subparagraph shall be made by it on or before March 31, 2001.