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Exhibit 10.12
 IRWIN FINANCIAL CORPORATION
2001 STOCK PLAN
RESTRICTED STOCK UNIT AGREEMENT
( No Performance Criteria )
 1.
    
    Grant of Restricted Stock Unit Award. Irwin Financial Corporation, an Indiana corporation
(the Company) hereby grants to _________ the number of Restricted Stock Units set forth
in the Notice of Restricted Stock Unit Award subject to the terms, definitions and provisions
of the Companys 2001 Stock Plan (the Plan), the terms of which are incorporated herein by
reference. Pursuant to Section 4 of the Plan, all determinations and interpretations with
respect to the Plan or this Agreement shall be made by the Committee. Except to the extent
expressly provided herein, capitalized terms used in this Agreement shall have the same
meaning ascribed thereto in the Plan.
 2.
    
    Award. Pursuant to Section 10 of the Plan, Participant is hereby granted an Award of
Restricted Stock Units described on the Notice of Restricted Stock Unit Award attached hereto.
 3.
    
    Restrictions; Restricted Period. The Restricted Stock Units covered by the Award shall be
subject to the restrictions set forth in Section 10 of the Plan, which include, but are not
limited to, prohibitions on the sale, transfer, assignment, pledge or encumbrance of the
Restricted Stock Units, prior to the vesting date(s) set forth on the Notice of Restricted
Stock Unit Award attached hereto (the period ending on the vesting date for a Restricted Stock
Unit is hereinafter referred to as the Restricted Period).
 4.
    
    Termination of Employment or Service.
 Termination of Employment Due to Death or Disability
 Termination of Employment due to Reasons other than Death or Disability
 5.
    
    Change in Control. Upon Change in Control, the Restricted Period on all outstanding
Restricted Stock Units shall terminate and the Restricted Stock Units shall vest in full and
shall be paid to the Participant pursuant to the Plan.




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6.
    
    Withholding Tax Obligations.
 General Withholding Obligations.
 Stock Withholding to Satisfy Withholding Tax Obligations.
 (i)
    
    the election must be made on or prior to the applicable Tax
Date (as defined in section (c) below);(ii)
    
    once made, the election shall be irrevocable as to the
particular shares to which the election is made; and(iii)
    
    all elections shall be subject to the consent or disapproval
of the Committee.
 Definitions.
 7.
    
    Beneficiary. The Participant may name, from time to time, any beneficiary or beneficiaries
to whom the Restricted Stock Units shall be paid in case of death.




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8.
    
    Tax Consequences. The tax laws and regulations governing the personal income tax impact of
this Award and the receipt and disposition of the Restricted Stock Units hereunder are complex
and subject to change. Participant should promptly consult his or her personal tax advisor
upon receipt of this Award.
 9.
    
    Binding Effect. This Agreement shall inure to the benefit of and be binding upon the parties
hereto and their respective heirs, executors, administrators, successors, and assigns.
 [signature page follows]




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IRWIN FINANCIAL CORPORATIONBy:Name:Title:   Dated:




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IRWIN FINANCIAL CORPORATION
2001 STOCK PLAN
NOTICE OF RESTRICTED STOCK UNIT AWARD
  Date of Award:Total Number of Restricted Stock
Units Granted:Restricted Period:
    
    On each of the first, second, and
third anniversaries of the Date of
Award restrictions shall lapse on
one-third of the Restricted Stock
Units subject to this Award.