##### 



Exhibit 14.1
 IRWIN FINANCIALCORPORATIONCODE OF CONDUCT
    
    (LOGO)
    
    Irwin Financial Corporation
Irwin Union Bank and Trust Company
Irwin Union Bank, F.S.B.
 Organizing Principle:
    
    Legal and RegulatoryBoard Approval:
    
    IFC Board: August 30, 2007IUBT Board: August 30, 2007FSB Board: August 28, 2007Management Committee Approval:
    
    ERMC: July 23, 2007Compliance Review:
    
    N/ALatest Revisions to Policy
Coordinator:
    
    July 23, 2007Target Month for Annual Approval:
    
    FebruaryPolicy Responsible Party:
    
    First Vice President and General Counsel
 STATEMENT OF NEED AND PURPOSE
  POLICY STATEMENT
  APPLICABILITY:
  1




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IRWIN FINANCIALCORPORATIONCODE OF CONDUCT
    
    (LOGO)
    
    Irwin Financial Corporation
Irwin Union Bank and Trust Company
Irwin Union Bank, F.S.B.
 Code of Conduct
 
 Guiding Philosophy -
 We believe the purpose of our business is to create superior value for all our stakeholders
through a dedication to service, treating others as we would want to be treated, a long-term
orientation, and pursuit of the highest standards.
  Mission 
    
    Irwin Financials mission is to be the best financial services company, through
ethics and excellence, today and tomorrow.
  Strategy -
 Operating Model -
 2




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IRWIN FINANCIALCORPORATIONCODE OF CONDUCT
    
    (LOGO)
    
    Irwin Financial Corporation
Irwin Union Bank and Trust Company
Irwin Union Bank, F.S.B.
 Table of Contents 
 Customers and SuppliersFair Dealing
    
    
    4Conflicts of Interest
    
    
    4Gifts
    
    
    5Privacy Act
    
    
    6Supplier/Vendor Solicitations
    
    
    6EmployeesConfidential Information
    
    
    6Conflicts of Interest
    
    
    5Criminal Law Summary
    
    
    8Directorships
    
    
    8Diversity
    
    
    8Drugs and Alcohol
    
    
    8Giving Tax and/or Legal Advice
    
    
    9Guidelines for Borrowing Money
    
    
    9Handling Personal Finances
    
    
    9Harassment
    
    
    9Reporting Business Expenses
    
    
    9Safety
    
    
    9Protection and Use of Company Property/Assets
    
    
    10Use of Computer Software and Systems
    
    
    10Copyright Compliance
    
    
    10ShareholdersInsider Trading Guidelines
    
    
    10Standards for Financial Reporting
    
    
    11Accuracy of Financial Records
    
    
    12SocietyCompliance with Laws, Rules and Regulations
    
    
    12Payments to Government Personnel
    
    
    13Personal Participation in the Political Process
    
    
    13Political Contributions and Bribes
    
    
    13Transactions between IFC Companies
    
    
    13CommunityCommunity Involvement and Activities
    
    
    14Responsible Corporate Citizen
    
    
    14How to Report a Problem
    
    
    14ConclusionApproval of the Code of Conduct
    
    
    15Waivers of the Code of Conduct
    
    
    15Responsibility of Employee
    
    
    16Affirmation
    
    
    16Affirmation 16
ImportantAdditional Information
    
    
    17
 3




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IRWIN FINANCIALCORPORATIONCODE OF CONDUCT
    
    (LOGO)
    
    Irwin Financial Corporation
Irwin Union Bank and Trust Company
Irwin Union Bank, F.S.B.
 Appendix AInternal Contact Resources
    
    
    18Appendix BProcedures for Reporting Complaints about Accounting or Auditing Matters
    
    
    19
 4




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IRWIN FINANCIALCORPORATIONCODE OF CONDUCT
    
    (LOGO)
    
    Irwin Financial Corporation
Irwin Union Bank and Trust Company
Irwin Union Bank, F.S.B.
 Customers and Suppliers
 Without our customers, there would be no markets for our products and services, nor any revenue to
pay our expenses and earn a profit. Without our suppliers, we would lack essential services and
material.
 Fair Dealing
  Relations with Customers/Suppliers
Just as we can establish the terms through which we will sell a product, a customer has the
freedom to establish his or her own prices and terms for a sale. There are circumstances under
which our company may or may not be permitted to offer credit or services on the condition that
the customer enter into a business relationship with another one of our companies. These
situations are referred to as tie-in situations. To learn more about tie-ins, consult your
supervisor or your legal area.Irwin Financial will not enter into any agreement with a supplier to set industry prices or
terms of a sale. The laws involving antitrust issues are complex and you should both avoid
conflict and the appearance of conflict.Customer and Supplier Non-DiscriminationYou will not discriminate against any customers (applicants, borrowers etc.) or suppliers based
on age, gender, race, religion, marital status, familial status, color, national origin,
disability, veteran status sexual orientation, the receipt of public assistance, the good faith
exercise of any rights under the Consumer Credit Protection Act, or on any other basis
prohibited by federal, state or local law.Relations with CompetitorsWe seek to outperform our competition fairly and honestly. We seek competitive advantages
through superior performance, not through wrongful or illegal business practices. Irwin
Financial will therefore conduct its business fairly and in compliance with the laws that govern
it.Irwin will not enter into arrangements with competitors affecting pricing or marketing policies.
You should not communicate with competitors unless there is a specific business need such as
benchmarking or contact occurs through interaction at a trade or industry association event. If
at any trade or industry association meeting the subject of pricing, bidding, territorial or
customer allocation, or refusal to deal is mentioned in any form, you should leave the meeting
immediately and report the circumstance to the legal area.
 Conflicts of Interest
  5




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IRWIN FINANCIALCORPORATIONCODE OF CONDUCT
    
    (LOGO)
    
    Irwin Financial Corporation
Irwin Union Bank and Trust Company
Irwin Union Bank, F.S.B.
   
    
    Would you have trouble explaining your actions to others?
    
    How would you feel if the details of the transaction were made visible to others?
  Gifts
  The following are the only cases where the acceptance of a gift may be allowed:
 Meals and EntertainmentYou may accept meals and other entertainment from a supplier, customer or vendor if they are of
reasonable value and the purpose of the meeting is business related. You may offer meals and/or
entertainment of reasonable value to customers, suppliers or vendors if there is a bona fide
business purpose for the meeting. If you are not sure what value is reasonable, discuss the
situation with your supervisor before proceeding.Nominal GiftsYou may accept small gifts, gratuities or favors offered as advertising or promotional material
(pens, pencils, key chains, calendars, note pads, etc.). If you are uncertain about any
actions, please talk with your supervisor or the legal area.Personal GiftsThere are times when personal gifts of reasonable value may be accepted. They are:
 
    
    Gifts related to recognized special occasions (i.e. job promotion, birthday, retirement,
etc.),
    
    Awards from a charitable, educational or religious organization for recognition of
service and accomplishments.
    
    Gifts, gratuities or favors based on obvious family relationships when it is clear the
gift was given for this reason and not to effect business.
    
    Discounts or rebates on merchandise or services that do not exceed those available to
other customers.
 Reporting Impermissible Gifts
  6




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IRWIN FINANCIALCORPORATIONCODE OF CONDUCT
    
    (LOGO)
    
    Irwin Financial Corporation
Irwin Union Bank and Trust Company
Irwin Union Bank, F.S.B.
   Privacy
   Supplier/Vendor Solicitations
  Extra-Contractual Provisions Unilaterally Proposed by Vendor.
  Employees
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IRWIN FINANCIALCORPORATIONCODE OF CONDUCT
    
    (LOGO)
    
    Irwin Financial Corporation
Irwin Union Bank and Trust Company
Irwin Union Bank, F.S.B.
 Without our employees, we could not function at all.
 Confidential Information
  Conflicts of Interest
  Working with relativesThere may be times when a relative of an employee accepts a position with the company. When
this happens, supervisors need to make sure that the relatives are not put into positions that
could present conflicts of interest. For example:
 
    
    The relatives should not be in a direct reporting relationship.
    
    A relative should not be in a position to have audit control over the others work.
    
    One relative should not be in the position to influence the others pay, performance,
benefits or career progression.
 All of these could lead to the potential of a conflict or the appearance of one. If you have a
situation like any of those listed above, contact and discuss it with the human resources and
legal areas.Relationships with CustomersYou may not borrow money from a customer if there would appear to be a conflict with the
transaction.Job Outside of Irwin Financial (For Employees of the Company)The company understands that from time to time you may wish to seek a job in addition to your
employment with one of the Irwin Companies. Before accepting another position, you need to ask:
 
    
    Does this job interfere with my responsibilities at Irwin Financial?
    
    Is this job in any way in competition with Irwin Financial or its subsidiaries?
    
    If this job is self-employment, does it present a conflict or appear to? Am I using
some of the same knowledge I have from Irwin Financial and am I using it for my own
personal gain?
 You should not invest or take employment in any outside business activity that might affect or
appear to affect your independence of judgment with respect to transactions between an Irwin
company and any business enterprise. For example, it is almost always a conflict of interest
for an employee to work simultaneously for a competitor, customer or supplier. The best policy
is to avoid any direct or
 8




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IRWIN FINANCIALCORPORATIONCODE OF CONDUCT
    
    (LOGO)
    
    Irwin Financial Corporation
Irwin Union Bank and Trust Company
Irwin Union Bank, F.S.B.
 indirect business connection with our customers, suppliers or competitors, except for
relationships entered into on the companys behalf. Employees are prohibited from competing
with the company, directly or indirectly.Business OpportunitiesEmployees, officers and directors owe a duty to the company to advance its legitimate interests
when the opportunity to do so arises. Therefore, employees, officers and directors are
prohibited from taking for themselves personally any opportunities that are discovered through
the use of corporate property, information or position, without the consent of the Board of
Directors. No employee, officer or director may use corporate property, information or position
for improper personal gain.Expressing Personal Opinions in the Public ArenaThe Irwin companies value independent thinking among our employees, officers and directors,
which is consistent with, among other things, the diversity and lifelong learning/personal
improvement key concepts found within our fourth and fifth Core Values (Treating Others as We
Would Want to be Treated and Long-Term Orientation). While you should always seek to align your
work-relateddecisions with our Core Values and Beliefs, it is recognized that your personal
opinions will not always be consistent with positions or views espoused by the Irwin companies.
As a result, when expressing your own opinions in the public arena on issues of personal
interest (e.g., a letter to the editor or a letter to a public official that is independent of
any grassroots effort conducted by the Irwin Public Affairs program), you should not sign
correspondence over, or accompanied by, any indication that you are an employee, officer or
director of an Irwin company.
 Criminal Law Summary
  9




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IRWIN FINANCIAL 
CORPORATION
CODE OF CONDUCT
    
    (I LOGO)
    
    Irwin Financial Corporation 
Irwin Union Bank and Trust Company 
Irwin Union Bank, F.S.B.
 Directorships (For Employees of the Company)
  Diversity
   Respecting
 Including  Valuing  Maximizing
  Drugs and Alcohol
  Giving Tax and/or Legal Advice
   10




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IRWIN FINANCIAL 
CORPORATION
CODE OF CONDUCT
    
    (I LOGO)
    
    Irwin Financial Corporation 
Irwin Union Bank and Trust Company 
Irwin Union Bank, F.S.B.
 Guidelines for Borrowing Money
  Handling Personal Finances
  Harassment
  Reporting Business Expenses
  Safety
  Protection and Use of Company Property/Assets
   11




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IRWIN FINANCIAL 
CORPORATION
CODE OF CONDUCT
    
    (I LOGO)
    
    Irwin Financial Corporation 
Irwin Union Bank and Trust Company 
Irwin Union Bank, F.S.B.
 Use of Computer Software and Systems
  Copyright Compliance
  Shareholders
 Without our shareholders, we would not have the capital we require to be in business and to
make new investments.
 Insider Trading Guidelines
   Blackout Periods
  12




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IRWIN FINANCIAL 
CORPORATION
CODE OF CONDUCT
    
    (I LOGO)
    
    Irwin Financial Corporation 
Irwin Union Bank and Trust Company 
Irwin Union Bank, F.S.B.
 th
  Approval for Stock Transactions
  Public and Investor Relations
   Standards for Financial Reporting
  
    
    set forth in this document for:
 o
    
    honest and ethical conduct (including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships), ando
    
    avoidance of conflicts of interest, including the procedures for
assessing material transactions or relationships that reasonably could be expected
to give rise to such a conflict, as described above under Customers and
Suppliers: Conflicts of Interest and Employees: Conflicts of Interest;
 13




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IRWIN FINANCIAL 
CORPORATION
CODE OF CONDUCT
    
    (I LOGO)
    
    Irwin Financial Corporation 
Irwin Union Bank and Trust Company 
Irwin Union Bank, F.S.B.
 
    
    established by the company for the full, fair, accurate, timely, and understandable
disclosure of information in the companys publicly-filed periodic reports and in other
public communications made by the company, and
    
    required for compliance with applicable governmental laws, rules and regulations.
 Accuracy of Financial Records
    14




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IRWIN FINANCIAL 
CORPORATION
CODE OF CONDUCT
    
    (I LOGO)
    
    Irwin Financial Corporation 
Irwin Union Bank and Trust Company 
Irwin Union Bank, F.S.B.
 Society
 Without the approval and guidance of our regulators, who set up the rules for us to follow
and are the guardians of societys interest in a safe and sound financial system, we would
not be allowed to operate.
 Compliance with Laws, Rules and Regulations
   Payments to Government Personnel
  
    
    It is unlawful to bribe foreign officials or foreign political candidates to get (or keep)
business. Such a bribe would include giving the official or candidate anything of value,
directly or indirectly. Irwin company employees are therefore strictly prohibited from making
any improper payments to government officials of any foreign country.
    
    Irwin Financial is required to make and keep books, records and accounts, which, in
reasonable detail, accurately and fairly reflect the transactions and dispositions of the
assets of Irwin Financial. All of the transactions of the company will be reported
accurately.
  Personal Participation in the Political Process
 Conflicts of Interest: Expressing Personal Opinions in the Public Arena
 15




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IRWIN FINANCIAL 
CORPORATION
CODE OF CONDUCT
    
    (I LOGO)
    
    Irwin Financial Corporation 
Irwin Union Bank and Trust Company 
Irwin Union Bank, F.S.B.
 Political Contributions and Bribes
   Transactions between IFC Companies
  Community
 Without good communities in which to do business, we could not prosper.
 Community Involvement and Activities
 
    
    Your actions should comply with the law and public policy.
    
    Keep community involvement separate from your job. Where the two intersect, be sure that
community involvement does not interfere with your ability to do your job.
    
    Community involvement is a personal choice. It should be pursued so that you do not appear
to represent or make decisions on behalf of the company unless authorized by your supervisor
to do so.
 Conflicts of Interest: Expressing Personal Opinions in the Public Arena
 Responsible Corporate Citizen
  How to Report a Problem
  16




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IRWIN FINANCIAL 
CORPORATION
CODE OF CONDUCT
    
    (I LOGO)
    
    Irwin Financial Corporation 
Irwin Union Bank and Trust Company 
Irwin Union Bank, F.S.B.
 
    
    Make sure you have the important facts. In order to analyze the nature of the problem
and reach an appropriate solution, you must be as fully informed as possible.
    
    Ask yourself: What specifically am I being asked to do? Does it seem wrong or
improper?In other words, within the framework of the Decision-Making Process, are you
being confronted with a temptation (a choice between a rightand a wrong), as opposed to
a dilemma (a choice between two rights)? Answering these questions will enable you to
focus on the specific nature of the problem you are faced with, and the alternatives you
have. Use your judgment and common sense; if something seems wrong or improper, it
probably is.
    
    Clarify your responsibility and role.In most situations, there is shared
responsibility. Are your colleagues informed? It may help to get others involved and
discuss the problem.
    
    Discuss the problem with your supervisor.In many cases, your supervisor will be more
knowledgeable about the question, and will appreciate being brought into the
decision-making process. Remember that it is your supervisors responsibility to help
solve problems.
    
    Seek help from company resources.In a case where it may be inappropriate to discuss an
issue with your supervisor, or where you do not feel comfortable approaching your
supervisor with your question, discuss it locally with another manager, the human resources
area, or the legal area. If that also does not seem appropriate, call or write Matt Souza,
in the companys ethics office, at 500 Washington Street, Box 929, Columbus, Indiana
47202-0929 (phone: 812.376.1934) (matt.souza@irwinfinancial.com).
    
    Always ask first, act later.If you are unsure of what to do in any situation, seek
guidance before you act.
       17




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IRWIN FINANCIAL 
CORPORATION
CODE OF CONDUCT
    
    (I LOGO)
    
    Irwin Financial Corporation 
Irwin Union Bank and Trust Company 
Irwin Union Bank, F.S.B.
 Conclusion
 Approval and Administration of the Code of Conduct
  Application of the Code of Conduct
  Waivers of the Code of Conduct
  Responsibility of Employee
  Affirmation
  18




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IRWIN FINANCIAL 
CORPORATION
CODE OF CONDUCT
    
    (I LOGO)
    
    Irwin Financial Corporation 
Irwin Union Bank and Trust Company 
Irwin Union Bank, F.S.B.
 ImportantAdditional Information
    19




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IRWIN FINANCIAL 
CORPORATION
CODE OF CONDUCT
    
    (I LOGO)
    
    Irwin Financial Corporation 
Irwin Union Bank and Trust Company 
Irwin Union Bank, F.S.B.
 Appendix A
 IFC
    
    IMCMatt Souza
    
    Kelly BleySenior VP  Ethics
    
    Associate Counsel, Irwin Financial(812) 376-1934
    
    (317) 610-8010matt.souza@irwinfinancial.com
    
    kelly.bley@irwinfinancial.comSteve Schultz
    
    Carrie Houston1st VP  General Counsel
    
    FVP  Human Resources and Development(812) 376-1891
    
    (317) 237-1565steve.schultz@irwinfinancial.com
    
    carrie.houston@irwinfinancial.comRay GuskyVP Compliance and Operational Risk
Management(317) 610-8063ray,gusky@irwinfinancial.comCarrie Houston
    
    ICFFVP  Human Resources and Development
    
    Robert Murphy(317) 237-1565
    
    SVP, Credit & Ops (U.S./Canada Vendor)carrie.houston@irwinfinancial.com
    
    (604) 646-2244robert@onsetcapital.comIHE
    
    Gina DimanisVP, Human Resources(604) 646-2233gdimanis@irwincf.comIUBSuzanne Mercier
    
    Joan Tupin-CritesVP Legal, Compliance (Acting)
    
    Senior VP  Legal(925) 790-4452
    
    (812) 376-1896suzanne.mercier@ihe.com
    
    joan.tupin-crites@irwinunion.comSunita Liggin
    
    Jim NestorVP- Human Resources
    
    Senior VP, Human Resources(925) 790-5563
    
    (317) 237-0062sunita.liggin@ihe.com
    
    james.nestor@irwinunion.com
 20




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IRWIN FINANCIAL 
CORPORATION
CODE OF CONDUCT
    
    (I LOGO)
    
    Irwin Financial Corporation 
Irwin Union Bank and Trust Company 
Irwin Union Bank, F.S.B.
 Appendix B
 Procedures for Reporting Complaints About Accounting or Auditing Matters
  
    
    the receipt, retention and treatment of complaints received by the Company regarding
accounting, internal accounting controls or auditing matters, and
    
    the confidential, anonymous submission by employees of the Company of concerns regarding
questionable accounting or auditing matters.
  Defined Terms
     Procedures
 1. Submission and Receipt of Complaints.
 a. As described in the section of the Code of Conduct under How to Report a Problem,
employees are free to bring Complaints to the attention of their supervisors, the human
resources area, or the legal area, as they would any other workplace concern. The recipients
of such Complaints shall forward them promptly to the Chair of the Committee and to the
Confidential Designee.
  21




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IRWIN FINANCIAL 
CORPORATION
CODE OF CONDUCT
    
    (I LOGO)
    
    Irwin Financial Corporation 
Irwin Union Bank and Trust Company 
Irwin Union Bank, F.S.B.
 Exhibit A
       22




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IRWIN FINANCIAL 
CORPORATION
CODE OF CONDUCT
    
    (I LOGO)
    
    Irwin Financial Corporation 
Irwin Union Bank and Trust Company 
Irwin Union Bank, F.S.B.
  2. Retention of Records of Complaints.
    3. Treatment of ComplaintsIn General.
 a. All Complaints shall be treated confidentially.
    4. Maintenance of Complaint Hotline and Complaint Procedures.
 23




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IRWIN FINANCIAL 
CORPORATION
CODE OF CONDUCT
    
    (I LOGO)
    
    Irwin Financial Corporation 
Irwin Union Bank and Trust Company 
Irwin Union Bank, F.S.B.
 Exhibit A
 Important Contact Information for Complaint Procedures
 Complaint Hotline
 
 Director of Internal Audit
 jose.gonzalez@irwinfinancial.com
 Ethics Office
 matt.souza@irwinfinancial.com
 24