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EXHIBIT 3(a)


                                    RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                           IRWIN FINANCIAL CORPORATION

     Irwin Financial Corporation, existing pursuant to the Indiana Business
Corporation Law, desiring to give notice of corporate action effectuating the
restatement of its Articles of Incorporation, sets forth the following:

     Irwin Financial Corporation (the "Corporation") was incorporated on May 31,
1972 under the name Irwin Union Corporation. On August 21, 1990, the name was
changed to Irwin Financial Corporation. The Articles of Incorporation be and the
same are hereby restated and amended to read in its entirety as follows:

                                    ARTICLE I
                                      NAME

     The name of the Corporation is Irwin Financial 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:

          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 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

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     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.

          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

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     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 C
     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.

          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

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     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.

          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 Business Corporation Law.

          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

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     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 III
                               PERIOD OF EXISTENCE

     The period during which the Corporation shall continue is perpetual.

                                   ARTICLE IV
                       RESIDENT AGENT AND PRINCIPAL OFFICE

          4.1  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.

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

                                    ARTICLE V
                                     SHARES

          5.1  Number and Classes of Shares. The total number of shares, which
     the

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     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."

          5.2  Terms.

               5.21 Rights.

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

                    5.21.2 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

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     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.

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

               5.27 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:

                    5.27.1 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 $50,000,000, with the
                    calculations to be made as set forth in Section
                    5.27.4(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

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                    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.

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

                    5.27.3 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

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               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 5.27.3 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.

                    5.27.4 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 5.27.3 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.

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                                   (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 $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.

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                                         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 5.27.4(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 5.27.4(b) above, as the
                    case may be, and such date is referred to herein as the
                    "Conversion Date." Subject to the provisions of Section
                    5.27.4(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 5.27.4(b) hereof. Subject to the
                    provisions of Section 5.27.4(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

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                    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
                    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 5.27.4(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 5.27.4.

                           (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 5.27.4 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.

                    5.27.5 Conversion Ratio Adjustments. The number of Common

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               Shares into which the Series A Preferred Shares shall be
               converted pursuant to Section 5.27.4 (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

<PAGE>   14

                    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 5.27.5 shall be made to the
                    nearest one hundredth (1/100th) of a Common Share, as the
                    case may be. Any provision of this Section 5.27.5 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 5.27.5 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

<PAGE>   15

                    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 5.27.5, 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.

                    5.27.6 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.

                    5.27.7 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

<PAGE>   16

                    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 5.27.7(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
                    5.27.7(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.

                    5.27.8 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.

                    5.27.9 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.

<PAGE>   17

                    5.27.10 Certain Events. If any event occurs of the type
               contemplated but not expressly provided for by the provisions of
               Section 5.27.4 or Section 5.27.5 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.

                    5.27.11 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.

               5.28 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:

                    5.28.1  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.

<PAGE>   18

                            "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.

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

                    5.28.3  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.

<PAGE>   19

                            (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 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 5.28.3 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.

                    5.28.4  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 5.28.3 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

<PAGE>   20

                            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:

                                         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

<PAGE>   21

                                   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 5.28.4(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 5.28.4(b) above, as the
                    case may be, and such date is referred to herein as the
                    "Conversion Date." Subject to the provisions of Section
                    5.28.4(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 5.28.4(b) hereof. Subject to the
                    provisions of Section 5.28.4(b), the person in whose name
                    the certificate or

<PAGE>   22

                    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 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 5.28.4(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 5.28.4.

                            (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 5.28.4 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

<PAGE>   23

                    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.

                    5.28.5  Conversion Ratio Adjustments. The number of Common
               Shares into which the Series B Preferred Shares shall be
               converted pursuant to Section 5.28.4 (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 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

<PAGE>   24

                    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 5.28.5 shall be made to
                    the nearest one hundredth (1/100th) of a Common Share, as
                    the case may be. Any provision of this Section 5.28.5 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 5.28.5 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

<PAGE>   25

                    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 5.28.5, 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.

                    5.28.6  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.

                    5.28.7  Liquidation Rights.

                            (a) Upon the dissolution, liquidation or winding up
                    of the Corporation, whether voluntary or involuntary, the
                    holders of

<PAGE>   26

                    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 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 5.28.7(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
                    5.28.7(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.

                    5.28.8  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.

                    5.28.9  Certain Covenants. So long as any Series B Preferred
               Shares are outstanding, without the prior written consent of the
               holders of

<PAGE>   27

               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.

                    5.28.10 Certain Events. If any event occurs of the type
               contemplated but not expressly provided for by the provisions of
               Section 5.28.4 or Section 5.28.5 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.

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

               5.29 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:

                    5.29.1  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.

<PAGE>   28

                            "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
                    5.29.4(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 behalf of the
                    Banking Office for the purposes of determining conversion
                    rights.

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

                    5.29.3  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

<PAGE>   29

                    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 5.29.3 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.

                    5.29.4  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 5.29.3 above, the holders of Series C Preferred
                    Shares shall have no optional rights to convert such shares
                    into Common Shares.

<PAGE>   30

                            (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

<PAGE>   31

                                   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 5.29.4(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

<PAGE>   32

                    Section 5.29.4(b) above, as the case may be, and such date
                    is referred to herein as the "Conversion Date." Subject to
                    the provisions of Section 5.29.4(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 5.29.4(b) hereof. Subject to
                    the provisions of Section 5.29.4(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 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 5.29.4(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 5.29.4.

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

<PAGE>   33

                            (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.

                    5.29.5  Conversion Ratio Adjustments. The number of Common
               Shares into which the Series C Preferred Shares shall be
               converted pursuant to Section 5.29.4 (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 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

<PAGE>   34

                    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 5.29.5 shall be made to
                    the nearest one hundredth (1/100th) of a Common Share, as
                    the case may be. Any provision of this Section 5.29.5 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

<PAGE>   35

                    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 5.29.5 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 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 5.29.5, 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.

<PAGE>   36

                    5.29.6  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.

                    5.29.7  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 5.29.7(a).

                            (b) After the payment to the holders of Series C
                    Preferred Shares of the full preferential amounts fixed
                    hereby for Series C 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
                    5.29.7(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.

<PAGE>   37

                    5.29.8  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.

                    5.29.9  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.

                    5.29.10 Certain Events. If any event occurs of the type
               contemplated but not expressly provided for by the provisions of
               Section 5.29.4 or Section 5.29.5 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.

                    5.29.11 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.

               5.30 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:

                    5.30.1  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.

<PAGE>   38

                            "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
                    5.30.4(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.

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

                    5.30.3  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

<PAGE>   39

                    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.

                            (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 5.30.3 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.

                    5.30.4  Conversion Rights. The Series D Preferred Shares
               shall be

<PAGE>   40

               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 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:

<PAGE>   41

                                         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 5.30.4(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

<PAGE>   42

                    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
                    specified in Section 5.30.4(b) above, as the case may be,
                    and such date is referred to herein as the "Conversion
                    Date." Subject to the provisions of Section 5.30.4(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 5.30.4(b) hereof. Subject to
                    the provisions of Section 5.30.4(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 5.30.4(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 5.30.4.

<PAGE>   43

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

                    5.30.5  Conversion Ratio Adjustments. The number of Common
               Shares into which the Series D Preferred Shares shall be
               converted pursuant to Section 5.30.4 (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.

<PAGE>   44

                            (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 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.

<PAGE>   45

                            (d) Rounding of Calculations; Minimum Adjustment.
                    All calculations under this Section 5.30.5 shall be made to
                    the nearest one hundredth (1/100th) of a Common Share, as
                    the case may be. Any provision of this Section 5.30.5 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 5.30.5 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 5.30.5, 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

<PAGE>   46

                    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.

                    5.30.6  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.

                    5.30.7  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 5.30.7(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
                    5.30.7(a), no distribution shall be made on account of any
                    shares of a class or series of capital shares of the
                    Corporation

<PAGE>   47

                    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.

                    5.30.8  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.

                    5.30.9  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
               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.

                    5.30.10 Certain Events. If any event occurs of the type
               contemplated but not expressly provided for by the provisions of
               Section 5.30.4 or Section 5.30.5 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.

                    5.30.11 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.

          5.4  Voting Rights.

               5.41 Voting Rights.

                    5.41.1  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 or her
               name on the books of the Corporation.

<PAGE>   48

                    5.41.2  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.

               5.42 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.

               5.43 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.

               5.44 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.

               5.45 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.

               5.46 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.

               5.47 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 VI
                      REQUIREMENTS PRIOR TO DOING BUSINESS

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


<PAGE>   49

                                   ARTICLE VII
                                   DIRECTOR(S)

          7.01 Number of Directors. The Board of Directors is composed of
     sixteen (16) members. 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.

          7.02 Section Qualifications of Directors. No qualifications are
     prescribed by these Articles.

                                  ARTICLE VIII
                                 INCORPORATOR(S)

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

<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

          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

<PAGE>   50

     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 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.

          9.05 Indemnification of Directors, Officers and Employees.

               9.05.1 "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.

               9.05.2 "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

<PAGE>   51

          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.

               9.05.3 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.

               9.05.4 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 presumption that the person to be indemnified did not
          meet the standard of conduct set forth in Section 9.05.3.

               9.05.5 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.

               9.05.6 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.

               9.05.7 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.

<PAGE>   52

               9.05.8 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.

               9.05.9 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 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 directors 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.