EXHIBIT 10.16
 EMPLOYEES STOCK PURCHASE PLAN III
     ARTICLE
   ARTICLE
  Section 2.01 Definitions
 a)
    
    Account means the record of a Participants interest in the Plan, as
maintained by the Committee or its designee pursuant to Section 7.01(c), consisting
of the sum of the Participants payroll deductions under the Plan, the deduction of
the amounts expended on behalf of the Participant to exercise his or her options
under




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the Plan, the credit of the number of Common Shares (including fractional shares)
purchased under the Plan for the Participant and held by the Custodian and the
amounts, if any, carried forward on behalf of the Participant from one Date of
Exercise to the next Date of Exercise.
 b)
    
    Affiliate means a corporation which is a parent or subsidiary of the
Corporation, or a corporation or a parent or subsidiary corporation of such
corporation issuing or assuming an option in a transaction to which Code Section
425(a) applies.c)
    
    Board of Directors means the board of directors of the Corporation as
it shall exist from time to time.d)
    
    Code means the Internal Revenue Code of 1986, as amended from time to
time.e)
    
    Committee means the committee appointed by the Board of Directors
under Section 7.01 to administer the Plan.f)
    
    Common Shares means the Common Shares of the Corporation.g)
    
    Corporation means Irwin Financial Corporation, an Indiana
corporation, and its successors and assigns.h)
    
    Custodian means any party designated by the Board of Directors
pursuant to Section 7.02 to act as custodian under the Plan.i)
    
    Date of Exercise means the first business day following a Payday
and/or such other date or dates as may be established by the Committee as a date
upon which options granted under the Plan are to be exercised.j)
    
    Effective Date means the effective date of this Plan, which is the
date the registration under the Securities Act of 1933, as amended, of Common
Shares to be issued hereunder is declared effective by the Securities and Exchange
Commission.k)
    
    Eligible Employee means any person employed by the Corporation as a
common law employee or any of its Affiliates except for:
 1)
    
    employees who have been employed less than six months (other
than former Participants re-employed by the Company);2)
    
    employees who customary employment is less than twenty (20)
hours per week; and3)
    
    employees whose customary employment is for not more than five
(5)months in any calendar year.




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l)
    
    Option Price means the price to be paid by Participants upon the
exercise of options granted under this Plan, determined as provided in Section
5.02.m)
    
    Participant means an Eligible Employee who (i) authorizes the
Corporation or an Affiliate to make payroll deductions from Plan Compensation
for the purpose of purchasing Common Shares pursuant to the Plan, (ii) has
commenced participation in the Plan pursuant to Section 3.01, and (iii) has not
incurred a voluntary or involuntary withdrawal, pursuant to Article VI or
Section 7.04 since his or her most recent commencement of participation
pursuant to Section 3.01.n)
    
    Payday means the date on which an Eligible Employee receives any Plan Compensation.o)
    
    Plan means the 1999 Irwin Financial Corporation Employees
Stock Purchase Plan, as amended from time to time.p)
    
    Plan Compensation means all cash payments made by the
Corporation or any Affiliate to an Employee through its payroll system for
services as an employee including, without limitation, wages, salary, incentive
compensation, bonuses and profit sharing payments.q)
    
    Section, when not preceded by the word Code, means a
section of this Plan.
 Section 2.02 Construction and Governing Law
 a)
    
    This Plan shall be construed, enforced and administered and the
validity thereof determined in accordance with the Code and the regulations
thereunder, and in accordance with the laws of the State of Indiana when such laws
are not inconsistent with the Code.b)
    
    This Plan is intended to qualify as an employee stock purchase plan
under Code Section 423 and the regulations thereunder. The provisions of the Plan
shall be construed so as to fulfill this intention.
 ARTICLE
  Section 3.01 Participation.
 a)
    
    Any person who is an Eligible Employee on the Effective Date may become
a Participant in the Plan as of the first Payday after the Effective Date, by
completing and delivering to the Committee such forms as the Committee shall




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require to authorize payroll deductions and to request participation in the Plan,
within the time period established by the Committee.
 b)
    
    After the Effective Date, an Eligible Employee who is not a participant
may become a Participant in the Plan as of the first day of a calendar quarter, by
completing and returning to the Committee at least thirty (30) days before such
date such forms as the Committee shall require to authorize payroll deductions and
request participation in the Plan.
 Section 3.02 Payroll Deductions
 a)
    
    Payroll deductions for a Participant shall commence on the first Payday
after an Eligible Employee becomes a Participant and shall continue until the
earlier of (i) the termination of the Plan or (ii) the date the Participant
suspends his or her payroll deductions or ceases participation pursuant to
subsection (b) of this Section 3.02. Each Participant shall authorize his or her
employer to make deductions from his or her Plan Compensation on each Payday during
the time he or she is a Participant in the Plan in a specified whole dollar amount;
provided, however, the minimum amount of the payroll deduction authorized by the
Participant must be at least $5.00 per Payday.b)
    
    A Participant may suspend or change his or her payroll deduction in the
Plan effective as of any Payday by filing written notice with the Committee at
least ten (10) days prior to such Payday. A Participants suspension of his or her
payroll deductions shall not automatically result in his or her withdrawal from
participation in the Plan.
 Section 3.03 Participants Account
 ARTICLE




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ARTICLE
  Section 5.01 Grant of Options
 a)
    
    On each Payday, there shall be granted automatically by the Corporation
to each Participant, except those identified in subsection (b) of this Section
5.01, an option to purchase on the next succeeding Date of Exercise at the Option
Price such number of the Common Shares, including fractional shares, reserved for
issuance pursuant to this Plan as the balance in such Participants Account on such
Date of Exercise enables him or her to purchase.b)
    
    Notwithstanding any provision in this Plan to the contrary, no
Participant shall be granted an option:
 1)
    
    if the Participant, immediately after the option is granted,
would own shares possessing five percent (5%) or more of the total combined
voting power or value of all classes of shares of the Corporation or its
Affiliates, provided that (i) the rules of Code Section 425(d) shall apply in
determining the share ownership of an individual, and (ii) shares which the
Participant may purchase under outstanding options shall be deemed to be owned
by the Participant; or2)
    
    which permits his or her rights to purchase shares under all
employee stock purchase plans of the Corporation and its Affiliates to accrue
at a rate which exceeds Twenty-five Thousand Dollars ($25,000) of fair market
value of Common Shares (determined at the time such option is granted) for each
calendar year in which such option is outstanding at any time.
 Section 5.02 Option Price.
 Section 5.03 Exercise of Option: Limitations.




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Section 5.04 Interest in Shares.
 Section 5.05 Fractional Shares.
 ARTICLE
  Section 6.01 Voluntary
 Section 6.02 Involuntary Withdrawal




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Section 6.03 Interest
 Section 6.04 Participants Beneficiary
 a)
    
    A Participant may file with the Committee a written designation of a
beneficiary who is to receive any Common Shares or cash credited to the
Participants Account under the Plan in the event of the Participants death. Such
designation of beneficiary may be changed by the Participant at any time by
written notice.b)
    
    On the death of a Participant, and on receipt by the Committee of
reasonable proof of the identity and existence of the Participants designated
beneficiary, the Corporation shall cause the shares or cash provided in Section
6.04(a), if any, to be delivered to such beneficiary as soon as administratively
reasonable. If a Participant dies without a surviving designated beneficiary, the
Corporation shall cause such shares or cash to be delivered to the estate or a
representative of the estate of the Participant.c)
    
    No designated beneficiary, and no heir or beneficiary of the estate, of
a deceased Participant shall acquire any interest in the Common Shares or cash
credited to the Participants Account under the Plan prior to the death of the
Participant.
 ARTICLE
  Section 7.01 Administrative Committee.
 a)
    
    The Plan shall be administered, at the expense of the Corporation, by
the Committee. The Committee shall consist of not less than three (3) members, who
shall be appointed by the Board of Directors. Each member of the Committee shall
be either a director, officer or employee of the Corporation. Each member of the
Committee shall serve until removed by the Board of Directors and such removal may
be without cause and without advance notice.b)
    
    The Committee shall be vested with full authority to make, administer
and interpret such rules and regulations as it deems necessary to administer the
Plan. Any determination, decision or action of the Committee in connection with
the construction, interpretation, administration, or application of the Plan shall
be final, conclusive and binding on all Participants, beneficiaries and any and all
other persons claiming under or through any Participant.




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c)
    
    The Committee shall keep or cause to be kept accurate and detailed
accounts of all contributions, receipts, disbursements and purchases of Common
Shares, and all accounts, books and records relating thereto shall be open to
inspection and audit at all reasonable times by any person designated by the Board
of Directors or the Committee.
 Section 7.02 Custodian
 a)
    
    The Board of Directors, in its sole discretion, shall appoint a
Custodian. The custodian may, but need not, be an Affiliate of the Corporation.
The Custodian may be removed by the Board of Directors at any time with thirty (30)
days prior notice in writing to the Custodian.b)
    
    The Custodian shall maintain complete and accurate records of the
number of whole and fractional shares in each Participants Account and shall
deliver certificates representing such whole shares to the Participant upon receipt
of written direction from the Committee.
 Section 7.03 Registration of Shares; Dividends
 a)
    
    Common Shares purchased for a Participants Account under this Plan
may, in the discretion of the Custodian, be registered in the name of its nominee.
The certificates for Common Shares to be delivered to Participants under the Plan
shall be registered in the name of the Participant or, if the Participant so
directs by written notice delivered to the Committee at least ten (10) days prior
to the Date of Exercise, in the names of the Participant and one other person
designated by the participant, as joint tenants with rights of survivorship, to the
extent permitted by applicable law. The Committee shall timely notify the
Custodian of its receipt of any such written notice.b)
    
    All dividends paid with respect to the whole and fractional shares in a
Participants Account shall be credited to his or her Account and used to purchase
Common Shares on the next Date of Exercise.
 Section 7.04 Transferability
 Section 7.05 Separate Accounting for Payroll Deductions




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Section 7.06 Only Employees Eligible to Participat
 Section 7.07 Equal Rights and
 Section 7.08 Claims Procedures
 a)
    
    Any person who believes that he or she is entitled to any benefits
under this Plan shall present such claim in writing to the Committee. The
Committee shall within sixty (60) days provide adequate notice in writing to any
claimant as to the decision on any such claim. If such claim has been denied, in
whole or in part, such notice shall set forth: (i) the specific reasons for such
denial; (ii) specific reference to any pertinent provisions of the Plan on which
denial is based; (iii) a description of any additional material or information
necessary for the claimant to perfect the claim and an explanation of why such
material or information is necessary; and (iv) an explanation of the Plans review
procedure. Such notice shall be written in a manner calculated to be understood by
the claimant. Within sixty (60) days after receipt by the claimant of notification
of denial, the claimant shall have the right to present a written appeal to the
Committee. If such appeal is not filed within said sixty (60) day period, the
decision of the committee shall be final and binding. The Committee shall act as a
fiduciary in making a full and fair review of such denial. The claimant or his or
her duly authorized representative may review any Plan documents which are
pertinent to the claim and may submit issues and comments to the Committee in
writing.b)
    
    A decision by the Committee shall be made promptly, and in any event
not later than sixty (60) days after its receipt of the appeal, provided, however,
if the Committee decides a hearing at which the claimant or his or her duly
authorized representative may be present is necessary and such a hearing is held,
such decision shall be rendered as soon as possible, but no later than one hundred
twenty (120) days after its receipt of the appeal. Any such decision of the
Committee shall be in writing and provide adequate notice to the claimant setting
forth the specific reasons for any denial and written in a manner calculated to be
understood by a Participant. Any such decision by the Committee shall be final.
 ARTICLE




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Section 8.01 Recapitalization
 Section 8.02 Amendment and Termination
 a)
    
    Except as provided in subsection (c) of this Section 8.02, the Board of Directors of
the Corporation, except any members participating in the Plan, may from time to time,
alter, amend, suspend or discontinue the Plan with respect to any Common Shares for which
an option has not been granted; provided, however, that the Board of Directors may not,
without further approval by the holders of a majority of the issued and outstanding Common
Shares of the Corporation who are either present or represented and are entitled to vote at
a meeting of shareholders of the Corporation:
 1)
    
    increase the maximum number of Common Shares that may be issued under
the Plan;2)
    
    change the class of shares which may be issued under the Plan;3)
    
    change the designation of the persons or class of persons eligible to
receive Common Shares under the Plan; or4)
    
    change the provisions of Section 5.02 concerning the option price.
 b)
    
    Unless earlier terminated by the Board of Directors pursuant to subsection (a)
of this Section 8.02, this Plan will terminate on the Date of Exercise on which the
remaining Common Shares reserved for the grant of options under this Plan are not
sufficient to enable each Participant on such date to purchase at least one share. No
option may be granted after the termination of the Plan.c)
    
    Notwithstanding the provisions of subsection (a) of this Section 8.02, the
provisions of Sections 2.01(k) defining Eligible Employee, Section 3.01 concerning
participation in the Plan, Section 5.01(a) concerning the timing and amount of the
options granted to Participants, and Section 5.02 concerning the Option Price, shall
not be amended more than once every six months, other than to comport with changes




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in the Code, the Employee Retirement Income Security Act of 1974, as amended, or the
rules thereunder.
 ARTICLE
  Section 9.01 Notices
 Section 9.02 No Right to Continued Employment




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AMENDMENT NO. 1 TO THE
IRWIN FINANCIAL CORPORATION
EMPLOYEES STOCK PURCHASE PLAN III




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AMENDMENT NO. 2 TO THE
IRWIN FINANCIAL CORPORATION
EMPLOYEES STOCK PURCHASE PLAN III
  1.
    
    Section 3.02 (b) is hereby amended and restated in its entirety as follows:
  2.
    
    Section 5.04 is hereby amended and restated in its entirety as follows:
 Section 5.04. Interest in Shares.
 a)
    
    receive a certificate representing the number of whole Common Shares and/or cash from
the sale proceeds, in any, in lieu of any fractional shares credited to the Participants
Account. Upon receipt of any such request, the Committee shall promptly direct the
Custodian to distribute such certificates, if any, and the Corporation to pay such cash, if
any, to the Participant; orb)
    
    direct, in writing, the Custodian to sell all or a portion of Common Shares credited to
the Participants Account in accordance with Section 5.06 of the Plan.
 3.
    
    Section 5.05 is hereby amended and restated in its entirety as follows:
 Section 5.05. Fractional Shares.
 4.
    
    A new Section 5.06 is hereby added to the Plan:




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Section 5.06. Sale of Shares.
 5.
    
    Section 6.01 of the Plan is hereby amended and restated in its entirety as follows:
 Section 6.01. Voluntary Withdrawal
 a)
    
    the balance of the Participants Account, including without limitation certificates
representing the number of whole Common Shares therein and cash from the sale proceeds, if
any, in lieu of any fractional shares, to be paid to him or her; orb)
    
    the Custodian to sell the number of Common Shares credited to the Participants account
in accordance with Section 5.06 of the Plan.
  6.
    
    Section 6.02 of the Plan is hereby amended and restated in its entirety as follows:
 Section 6.02. Involuntary Withdrawal




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7.
    
    Except as specifically amended herein, all other terms and conditions contained in the Plan
shall remain unchanged and shall continue in full force and effect.
  IRWIN FINANCIAL CORPORATIONBy:
    /s/ Matthew F. SouzaPrinted:
    Matthew F. SouzaIts:
    Chief Administrative Officer