##### 



EXHIBIT 14.1 (IRWIN FINANCIAL LOGO) This Code of Conductoffers guidelines for business decision-making in the
Irwin Financial companies. Decisions we make at work should be consistent with
our beliefs. We use the following framework to make sure our decisions are
consistently aligned: (MANAGEMENT APPROACH CHART) Guiding Philosophy Our Guiding Philosophy is our system of fundamental
beliefs and principles about business. Our statement of corporate philosophy
attempts to capture the essence of these principles in a single sentence:  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. We use this collection of statements concerning what we believe about people,
business, organizations and work life-which we call our Core Values and
Beliefs-to explain the six central concepts of this philosophy and to influence
our decision-making. These are not rules that always apply to every situation.
Rather, they are principles that are often helpful in deciding what course of
business action is most consistent with our corporate values.  Mission -
    Irwin Financials mission is to be the best financial services
company, through ethics and excellence, today and tomorrow. Neither our statement of Corporate Philosophy nor our Mission are accurate
descriptions of present reality. We do not pretend that everyone in our
Corporation behaves consistently with all these values all the time or that we
have achieved our Mission. As an organization of human beings, we are not
perfect. Nonetheless, believing in principles, having high aspirations, and
critically assessing our behavior against both remains important. These
beliefs act as important standards to which we hold ourselves when assessing
our own performance. Each Irwin company has a Mission that is fitting for its
line of business. Strategy Strategy is the sum of our decisions about what we will do to
achieve our Mission given the environment in which we operate. Much more so
than the Guiding Philosophy or Mission, strategy is influenced by external
factors. Process Improvement Approach The financial services system established by our
society requires that we conform our behavior to guidelines and standards
established for our industry by various regulatory authorities. There are many
of these standards and they change from time-to-time. The following Code of
Conduct describes how we will conduct our business in compliance with
applicable standards




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Table of Contents The contents are organized by relationship to the interests
of the six stakeholders of the Irwin Financial companies. Customers and Suppliers  Fair Dealing
Conflicts of Interest
Gifts
Privacy Act
Supplier/Vendor Solicitations Employees  Confidential Information
Conflicts of Interest
Criminal Law Summary
Directorships
Diversity
Drugs and Alcohol
Giving Tax and/or Legal Advice
Guidelines for Borrowing Money
Handling Personal Finances
Harassment
Reporting Business Expenses
Safety
Protection and Use of Company Property/Assets
Use of Computer Software and Systems
Copyright Compliance Shareholders  Insider Trading Guidelines
Standards for Financial Reporting
Accuracy of Financial Records Society  Compliance with Laws, Rules and Regulations
Payments to Government Personnel
Personal Participation in the Political Process
Political Contributions and Bribes
Transactions between IFC Companies Community  Community Involvement and Activities
Responsible Corporate Citizen How to Report a Problem Conclusion  Approval of the Code of Conduct
Waivers of the Code of Conduct
Responsibility of Employee
Affirmation
ImportantAdditional Information Appendix A  Contact List Appendix B  Procedures for Reporting Complaints about Accounting or Auditing Matters




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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 One of our core values is that of honorable competition. Therefore, we should
respect the rights of, and deal fairly with, the companys customers, suppliers
and competitors. No employee should take unfair advantage of anyone through
manipulation, concealment, abuse of privileged information, misrepresentation
of material facts, or any other intentional unfair-dealing practice. Moreover,
you need to comply with all antitrust and fair competition laws.  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.
(See the Appendix A for a list of internal contact resources on these
issues).Customer and Supplier Non-Discrimination
You will not discriminate against any customers (applicants, borrowers etc.)
or suppliers based on race, color, religion, national origin, gender,
disability, age, marital status, sexual preference, veteran status or any
other legally-protected category, or because of income and from where it is
derived.Relations with Competitors
We 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 You need to avoid conflicts, or the appearance of conflicts, between your
personal interests and the interests of Irwin Financial. A conflict situation
can arise when an employee, officer or director takes actions or has interests
that may make it difficult to perform his or her work for the company
objectively. Conflicts of interest may also arise when an employee, officer or
director, or a member of his or her family, receives improper personal benefits
as a result of his or her position in the company. For example, you may not
complete a transaction (the sale of an Irwin Financial company product or
service) for yourself or for a member of your immediate family or for an
organization of which you are a member. If you need a transaction completed for
yourself or for a family member or group, you should ask other employees to
direct the processing, underwriting or approval of the transaction. This helps
to prevent the appearance of a potential conflict.




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You should question transactions you perform before completing them. Ask
yourself:



| |  | Would you have trouble explaining your actions to others?                        
|- |  | ---------------------------------------------------------------------------------
| 
| |  | How would you feel if the details of the transaction were made visible to others?

If you are unsure of what to do in a situation, talk with someone. Discuss the
issue with your supervisor, the human resources area, or the legal area.

For additional information, see Ethical Concerns and Standards in IUB Employee
Handbook. See Ethical Concerns and Standards in IHE Employee Guide to Human
Resources Policy.

Gifts

Conflicts of interest can arise from work-related gifts and gratuities that you
give or receive because of various legal (including criminal) prohibitions. You
should not solicit or demand for the benefit of any person anything of value
from anyone in return for any business, service or confidential information of
the company. You should act at all times to avoid even the appearance of a
conflict of interest.

There are some cases where the acceptance of a gift may be allowed. They are:



| |  | Meals and Entertainment                                                                                                                                                                                                                                                                                                                                                                                                                   
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | You 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 Gifts                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| |  | You 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 Gifts                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| |  | There are times when personal gifts 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.                                           

If you have questions please talk with your supervisor. Both you and your
supervisor may wish to seek advice from the legal area before proceeding.

For additional information see Ethical Concerns and Standards in IUB Employee
Handbook. See Ethical Concerns and Standards in IHE Employee Guide to Human
Resources Policy.

Privacy Act

You should feel that protecting the privacy of our customers is of great
concern. You should explain to customers why you are asking them for
information. The company establishes and maintains security procedures designed
to help prevent unauthorized access to customers private, confidential
information. You are to safeguard all customer data, documentation or other
information according to our established security standards and procedures.
The obligation to preserve confidential information in confidence continues
even after employment ends.





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The company may share specific information with third parties as provided by
law. You may be required to give disclosure information to the customer
whether information is given face-to-face or on-line, etc. If you have
questions talk with your supervisor.

For additional information, see Confidentiality IUB Employee Handbook. See
also The Privacy Policy of Irwin Union Bank.

Supplier/Vendor
Solicitations

You are expected to act in a fair manner when conducting supplier selections.
You should avoid any conflict of interest in this process and should report
potential conflicts immediately to your supervisor. Potential conflicts may
include you or a family member having a financial interest in the potential
supplier and also being in a decision-making role for the company. This
example would require you to disclose this information to your supervisor
immediately. The company will not discriminate when selecting suppliers based
on race, color, religion, national origin, gender, disability, age, marital
status, sexual preference, veteran status or any other legally-protected
category. Any selection of a vendor should be made fairly and without any form
of discrimination.

Employees

Without our employees, we could not function at all.

Confidential Information

You are held to the strictest of confidence concerning the records kept by the
company on individual employees or groups of employees. All information
obtained in the work environment about the company and its employees must stay
confidential and be given only to those who have a need to know in order to
process work for the company. In addition, disclosure of such information may
be made if required by, and in accordance with, applicable laws and
regulations. The obligation to preserve confidential information in confidence
continues even after employment ends. If you have questions about information
and whether it may be shared, please talk with your supervisor.

For additional information, see Confidential Information on IBF Employee
Manual. See also Confidentiality in IUB Employee Handbook. See also Employee
Responsibilities in IHE Employee Guide to Human Resources Policy.

Conflicts of Interest

You should always avoid conflicts of interest or situations that could appear
to be conflicts. There are many examples of conflicts that may arise. Here
are a few specific examples:



| |  | Working with relatives                                                                                                                                                                                                                      
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | There 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.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | For additional information, see Employment of Relatives in IUB Employee
Handbook. See Employment of Relatives in IHE Employee Guide to Human
Resources Policy.                                           
|
| |  | Relationships with Customers                                                                                                                                                                             
|
| |  | You may not borrow money from a customer if there would appear to be a
conflict with the transaction.                                                                                                    





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| |  | Job Outside of Irwin Financial                                                                                                                                                               
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | 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 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 Opportunities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| |  | Employees, 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.                                                                                                                                

For additional information, see Outside Employment in IHE Employee Guide to
Human Resources Policy. See also Outside Employment in IBF Employee Manual.
See also Confidential Information in IUB Employee Handbook and Confidentiality
of Information policy E-5 in Irwin Mortgage Employee Handbook.

Criminal Law Summary

Federal and state laws contain several provisions that make certain employee
conduct criminal in nature. You will not violate, or even create the
appearance that you may have violated, these laws. The company will not
knowingly employ any person to serve as a director, officer, or employee if he
or she has been convicted of a criminal offense involving dishonesty or a
breach of trust. Any employee convicted of a felony at law will have his or
her employment immediately terminated. If you need more information contact
your legal area for advice.

Directorships

You are encouraged to disclose your plans and consult with your supervisor
before accepting service on a Board of Directors or as an officer, employee or
partner of any other company (including charitable and civic organizations).

Diversity

We embrace diversity within a common commitment to our Guiding Philosophy.
Through diversity we gather a mix of different people who bring talents and
perspectives together in a common cause, united by the values of our Guiding
Philosophy.

We further define our interpretation of diversity as:

Respectingthe similarities and differences we have,Includingcontributions from people with a wide array of backgrounds,Valuingthe unique contributions each of us can make because of these
differences, andMaximizingour potential success as a business by tapping into all those
contributions.





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##### 



Irwin Financial is an equal opportunity employer. You should work to ensure
equal employment opportunities for individuals regardless of age, sex, sexual
preference, race, religion, color, marital status, national origin, disability
or veteran status or any other legally-protected category.

For additional information, see Equal Opportunity Employment policy in IUB
Employee Handbook and Affirmative Action for Equal Opportunity Employment
policy E-1 in Irwin Mortgage Employee Handbook.

Drugs and Alcohol

Irwin Financial wants to provide a safe and productive workplace that is free
of substance abuse of any kind. Irwin Financial promotes a drug-free
workplace. There may from time to time be occasions, such as special events,
Board dinners or recruiting functions, where cocktails are served on the
companys premises after working hours. Irwin Financial promotes an
environment where alcohol is not consumed during normal business hours.

For additional information, see Substance Abuse policy in IUB Employee
Handbook. See Substance Abuse in IHE Employee Guide to Human Resources Policy.

Giving Tax and/or Legal Advice

In the financial services business, we are often asked to give advice to our
customers or other stakeholders concerning their personal financial situation
or that of their company or organization. You may not give tax advice without
the proper professional designations to do so, and even then this needs to be
with the approval of your supervisor. Inquiring stakeholders should be
referred to independent tax advisors of their own choosing.

You may not give legal advice to customers or other stakeholders. You should
not attempt to practice law by giving to others legal information that is not
approved by the legal area for distribution. All customers should be
encouraged to seek legal advice from independent legal advisors.

Guidelines for Borrowing Money

The company will comply with all applicable laws and regulations limiting
credits to insiders. You should comply with all monitoring and reporting
requirements as well as limitations on loans. If you have questions regarding
the application of these guidelines, please contact the legal area of your
company.

Handling Personal Finances

You should handle your financial affairs in a responsible and prudent way. You
may wish to seek outside or financial advice to help you achieve this
objective.

Harassment

The company intends to maintain a workplace free of sexual and other harassment
and intimidation, including harassment based on any criteria, including age,
citizenship status, color, disability, marital status, national origin, race,
religion, gender, sexual preference, veteran status, or any other legally
protected category. You are prohibited from engaging in any form of harassment
in the workplace. You have the responsibility to help ensure that our
workplace includes a business-like professional atmosphere. You should report
incidents immediately to your supervisor or human resources.

For additional information, see Harassment and Sexual Harassment policies in
IUB Employee Handbook. See policy E-2, Anti-Harassment Policy and Complaint
Policy in Irwin Mortgage Employee Handbook. See Harassment Policy in IBF
employee manual. See IFC Sexual Harassment Policy. See Harassment in IHE
Employee Guide to Human Resources Policy.

Reporting Business Expenses

You are required to be truthful in all submissions of business expenses for
payments by the company or for reimbursement to you. Receipts and forms must
be completed to reflect the actual





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amount for payment. You should refer to expense guidelines written for your
company or talk with your supervisor for assistance.

For additional information, see Expense Reimbursement in IHE Employee Guide to
Human Resources Policy.

Safety

You need to know what to do in case of an emergency or the need for medical
assistance. You must also comply with all safety regulations and emergency
procedures as required. You need to report all safety incidents as soon as
possible. If you have questions please talk with your supervisor.

For additional information, see Safety and Security policy in IUB Employee
Handbook or Safety policy G-7 in Irwin Mortgage Employee Handbook. See Safety
in IBF employee manual. See Safety in IHE Employee Guide to Human Resources
Policy.

Protection and Use of Company Property/Assets

Company property such as equipment or facilities may not be used for anything
other than the companys business unless authorized in writing by your
supervisor. This also applies to property developed for the exclusive use of
an Irwin company (such as customer lists, files, reports, computer software,
data processing systems, databases etc.). You should use extreme care in
protecting confidential or proprietary information of the company that is
stored in paper documents, on computers, in voicemail and electronic mail
systems, and in other media.

You will reimburse the company for any personal use of company property or
assets such as Federal Express package costs, supplies, items not covered in
expense policies etc. that are used for purposes other than a business need.
Personal use or permanent removal of company property including equipment,
technology or supplies is prohibited unless authorized by your supervisor.

For additional information see Asset and Security Investigations in IHE
Employee Guide to Human Resources Policy.

Use of Computer Software and Systems

The company considers all software, hardware and electronic and voice mail to
be property of the company. The company may monitor, access, copy, modify,
disclose or delete the content of messages sent or received through these
systems, including Internet usage. Therefore, permission is given to you to
use these systems for business purposes only. If you need to use company
software for any purpose other than business, you will need authorization from
your supervisor.

For additional information, see Use of Company Communication Systems policy in
IUB Employee Handbook or Electronic and Voice Mail Systems policy G-2 and
Internet Policy G-3 in Irwin Mortgage Employee Handbook. See also Use of
Company Communications Systems in IHE Employee Guide to Human Resources Policy.

Copyright Compliance

U.S. copyright law grants exclusive copyrights to the owners of original
materials and prohibits the unauthorized reproduction of such materials.
Accordingly, you should not copy any copyright protected materials without the
express written consent of the copyright owner. Irwin Financial will uphold
all licensing provisions and copyright restrictions involved with technology.
You should comply with all licensing and copyright requirements. Irwin
Financial has obtained a license from the Copyright Clearance Center in order
to facilitate the process of obtaining permissions from copyright owners to
copy and distribute certain protected works. You should consult your
supervisor or the legal area if you have questions about copyright compliance
measures or if you are interested in utilizing the Copyright Clearance Center
license in connection with the copying and distribution of a published work.

For additional information, see Use of Company Communication Systems policy in
IUB Employee Handbook or Electronic and Voice Mail Systems policy G-2 and
Internet Policy G-3 in Irwin Mortgage Employee Handbook.





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Shareholders



| |  |  | Without our shareholders, we would not have the capital we require to be
in business and to make new investments.
| |  |  | -----------------------------------------------------------------------------------------------------------------

Insider Trading Guidelines

The federal securities laws and Irwin Financials insider trading policy
prohibit the improper use or disclosure of company information (sometimes
called Inside Information).

You may not take advantage of material non-public Inside Information, either
for your benefit or the benefit of another person. Information should be
considered material if there is a likelihood that someone who received
knowledge of the information would consider it valuable in deciding whether or
not to take action or make an investment. You should think of all information
as confidential unless you have seen it in a document filed with the Securities
and Exchange Commission, such as a report on Form 10-K, 10-Q or 8-K, or in a
publication or broadcast with national distribution or in an approved press
release. You should not disclose Inside Information about the company to anyone
either within or outside Irwin Financial without a legitimate business purpose
and without first consulting with your supervisor or the legal area. To use
Inside Information for personal financial benefit or to tip others who might
make an investment decision on the basis of that information is illegal. These
guidelines apply to all employees.



| |  | Blackout Periods                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | In addition to the above guidelines, our insider trading policy provides
that individuals who are likely to possess material nonpublic information in
the course of their duties (referred to in the insider trading policy as
Restricted Persons) should refrain from trading in Irwin Financial
Corporations securities from the 15th day of the last month of each
calendar quarter until the third business day following the companys public
release of financial results for that quarter. The blackout period policy
applies to any transaction in company securities, including transactions
involving employee benefit plans. Our insider trading policy does not
prohibit gifts during quarterly blackout periods as long as the recipient
agrees in writing not to sell the securities until the quarterly blackout
period ends.
|
| |  | In addition, special blackout periods may apply in other situations, such as
when Irwin Financial is attempting to raise capital in public markets. You
will be informed if such additional restrictions apply to you, and you will
be expected to abide by those restrictions until the special blackout period
is terminated. Gifts of Irwin Financial securities are not permitted during
special blackout periods.                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| |  | Approval for Stock Transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| |  | The companys insider trading policy requires that Restricted Persons follow
a notice and approval process prior to engaging in any transactions in
company securities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| |  | Public and Investor Relations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| |  | Because dealing with public investors and the media requires expertise, and
because the company must avoid selective disclosure of material nonpublic
information, you should transfer any inquiries you receive about the company
to the Irwin Financial investor relations department. Such inquiries could
include, for example, those relating to financial matters, corporate
policies, public affairs, legal matters, and marketing materials.                                                                                                                                                                                                                                                                                                                                                                                           

If you have questions, including but not limited to your status and obligations
as a Restricted Person under the insider trading policy, please contact your
supervisor or the legal area.

For additional information, see Irwin Financial Corporation and
AffiliatesStatement of Policy, Securities Trades by Company Personnel.





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Standards for Financial Reporting

It is important that all of our employees, but especially those who work in the
areas of financial reporting and internal financial controls (including the
principal executive officers, principal financial officers, principal
accounting officers, controllers and persons performing similar functions at
Irwin Financial and its various subsidiaries), comply with the standards:



| |  |  | 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), and                                                                                                                                          
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | o |  | 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;



| |  |  | 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

All of the companys books, records, accounts and financial statements must be
maintained in reasonable detail, must appropriately reflect the companys
transactions and must conform to applicable legal requirements and to the
companys system of internal controls. As a result, you will always need to
maintain integrity in the accuracy and reliability of corporate records you
create or are responsible for. No inaccurate or misleading entries shall be
made in the books or records of the company. Therefore, it is important that
you report all transactions that affect Irwin Financial or its subsidiaries
accurately and truthfully including expense records, customer transactions
(i.e. loan information, etc.) as well as accounting records of every Irwin
Financial company. Unrecorded or off the books funds or assets should not be
maintained unless permitted by applicable law or regulation. We cooperate
fully with our auditors and under no circumstances withhold information from
them.

In addition, the company is expected to maintain certain types of information
for a specified period of time before it can be destroyed. You need to
familiarize yourself with destruction dates for information to ensure
compliance with the companys record retention policies. If there is ever a
need to review records, the company will comply with audit procedures and
provide appropriate disclosure of information in a manner that complies with
applicable requirements. In accordance with the companys record retention
policies, please consult the legal area in the event of litigation or
governmental investigation.

Since business records and communications often become public, we should avoid
exaggeration, derogatory remarks, guesswork, or inappropriate characterizations
of people and companies that can be misunderstood. This applies equally to
e-mail, internal memos, and formal reports.

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.
| |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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Compliance with Laws, Rules and Regulations

Obeying applicable laws and regulations, both in letter and in spirit, forms
part of the foundation on which our compliance standards are built. Therefore,
you should always respect and obey the laws of the jurisdictions in which we
operate. Although you are not expected to know the details of every law, rule
or regulation, it is important to know enough to determine when to seek advice
from supervisors, managers or other appropriate personnel.

While we may legitimately disagree at times with policymakers and regulators
over policy issues and seek to persuade them to change their requirements or
opinions, we should never ignore rules and regulations or cut corners on the
assumption that they are not as important as other considerations. We have a
responsibility to maintain a consistent relationship of candor and
trustworthiness with our regulators.

Payments to Government Personnel

Irwin Financial is subject to the requirements of the Foreign Corrupt Practices
Act. This U.S. federal law has two main points:



| |  | 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.                                                                           

In addition, the U.S. government has a number of laws and regulations regarding
business gratuities that may be accepted by U.S. government personnel. The
promise, offer or delivery to an official or employee of the U.S. government of
a gift, favor or other gratuity in violation of these rules would not only
violate company policy but could also be a criminal offense. State and local
governments, as well as foreign governments, may have similar rules. The legal
department can provide guidance to you in this area.

Personal Participation in the Political Process

You are encouraged to participate in the political process. If you intend to
run for political office, you should both discuss your intentions with your
supervisor and check with the legal area of your company regarding any
conflicts that may arise from your running for office or what may happen if you
are elected. All activities involved with the political process such as
campaigning, fundraising etc. should not be conducted on company time or
through the use of other company resources.

Political Contributions and Bribes

Federal law and the laws of most states prohibit the Irwin Financial companies
from making contributions to any political party or candidate. The Irwin
Financial companies will not use corporate funds or assets for any political
contributions unless permitted by law and by company policy.

You may make political contributions through personal resources at your own
discretion. You should not solicit for contributions while in company premises
or during normal working hours. Discuss questions you have about these
guidelines with your supervisor and, if applicable, with the legal area.

Transactions between IFC Companies

Any transaction between or among any Irwin Financial companies is subject to
regulatory and legal restrictions. You should consult with, and receive
approval from, your supervisor and the legal area of your company prior to
engaging in such transactions.





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##### 



Community

Without good communities in which to do business, we could not prosper.

Community Involvement and Activities

You are encouraged to be an active citizen in your community. In doing so,
make sure that your involvement follows these guidelines:



| |  | 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.

For additional information, see Commitment to our Communities policy in IUB
Employee Handbook.

Responsible Corporate Citizen

Irwin Financial strives to be a responsible corporate citizen in the market
areas and communities in which it operates. The company will designate a
percentage of net income to be used for charitable giving through the Irwin
Financial companies as well as through Irwin Financial Foundation.

How to Report a Problem

Since we cannot anticipate every situation that may arise, it is important that
we have a process for approaching new questions or problems. If you come
across a situation involving a possible violation of the Code of Conduct or if
you are presented with a situation you believe might cause you to violate these
standards of conduct or if you know of or have reasonable belief to suspect a
violation of law, regulation, or of this Code of Conduct, please consider the
following steps:



| |  |  | 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).                        





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##### 





| |  |  | Always ask first, act later.If you are unsure of what to do in
any situation, seek guidance before you act.
| | - |  | -----------------------------------------------------------------------------------------------------------

Reporting a situation does not mean a violation exists; it affords the
opportunity for review. All reports will be kept as confidential as possible.
If it is determined that further action needs to take place, the person
reporting the violation may be asked to talk with other internal and/or
external resources.

In addition to the foregoing guidelines, the Audit and Risk Management
Committee will from time to time establish procedures for

(a) the receipt, retention and treatment of complaints that are received
by the company regarding its accounting, internal accounting controls, or
auditing matters; and

(b) the confidential, anonymous submission by company employees of
concerns regarding questionable accounting or auditing matters.

Employees will be notified of those procedures, which will be posted on the
companys website, as they are implemented and amended from time to time. The
current procedures are attached as Appendix B.

You may report violations of the Code of Conduct in confidence, since you will
not face any retaliation or retribution for bringing an issue to the attention
of the company as described above. The company supports your efforts to
identify areas of potential conflict or violation and encourages all reports
that are given with the proper intentions and in good faith. By the same
token, employees are expected to cooperate in internal investigations of
misconduct.

Conclusion

Approval and Administration of the Code of Conduct

The Audit and Risk Management Committee of the Board of Directors of Irwin
Financial Corporation has the overall responsibility for the approval and
administration of the Code of Conduct, including amendments thereto. The Audit
and Risk Management Committee has delegated the responsibility of daily
administration to the legal and human resource areas of each Irwin Financial
company.

Waivers of the Code of Conduct

Irwin Financial has never given a waiver of the Code of Conduct for any
executive officer. Federal legislation now requires that, to the extent any
such waiver is proposed to be given to an executive officer (including
principal executive officers, principal financial officers, principal
accounting officers and controllers) or a director, it may be made only by the
Board of Directors of Irwin Financial Corporation or the Audit and Risk
Management Committee. Any such waiver, if given, will be promptly disclosed as
required by applicable law or stock exchange regulation.

Responsibility of Employee

You have the responsibility to follow and uphold the Code of Conduct.
Supervisors have the additional responsibility of making sure that it is known
to, understood and followed by their direct reports and that all potential
conflicts and violations are brought to the attention of the legal area. All
of our employees must conduct themselves in accordance with the Code of Conduct
and avoid even the appearance of behavior that is contrary to the standards
identified herein. Violations of the Code of Conduct may result in
disciplinary action up to and including termination.

Affirmation

You will be asked to affirm your understanding and compliance of the Code of
Conduct periodically. Your signed affirmation will be kept in your personnel
file as a permanent record.





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##### 



ImportantAdditional Information

The Code of Conduct sets forth guidelines and principles for business
decision-making and the conduct of our business in compliance with applicable
standards. It does not contain all policies applicable to all Irwin companies
or include all details concerning any particular policy. Detailed policies and
procedures are contained in various handbooks, guides and policy statements of
individual Irwin companies, some of which are referenced in this Code of
Conduct. Those detailed policies and procedures are separately available to
employees.

This Code of Conduct is not intended to be, and should not be construed to be,
an express or implied contract of employment or continued employment by any
Irwin company, or an offer, statement or confirmation of any guaranteed terms
or conditions of employment. Except in a case where an employee has entered
into an express written employment agreement with an Irwin company, the
employment relationship is strictly at-will, and either the employee or the
employer may terminate the employment relationship at any time for any or no
reason.

Appendix AContact List

|                                                                                         |  |                                                                                                          
|---------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------
|IFC
Matt Souza
Senior VP  Ethics
(812) 376-1934 
matt.souza@irwinfinancial.com          |  | IFCC
Oksana Nosal
Counsel
(914) 251-7944
onosal@francapital.com                                          
|                                                                                         |  |                                                                                                          
|Ellen Mufson
VP  Legal
(812) 376-1939
ellen.mufson@irwinfinancial.com                   |  | IMC
Rebecca Tolton
First VP  Legal
(317) 844-7788, Ext. 8527
rebecca.tolton@irwinmortgage.com           
|                                                                                         |  |                                                                                                          
|Steve Schultz
VP  Legal
(812) 376-1891
steve.schultz@irwinfinancial.com                 |  | Aimee Hill
Legal Counsel
(317) 844-7788, Ext. 8801
aimee.hill@irwinmortgage.com                          
|                                                                                         |  |                                                                                                          
|Terry Hall
VP  Human Resources
(812) 376-1974
terry.hall@irwinfinancial,com             |  | Katrina Crubaugh
Senior VP  Human Resources
(317) 844-7788, Ext. 8567
katrina.crubaugh@irwinmortgage.com
|                                                                                         |  |                                                                                                          
|IUB
Joan Tupin-Crites 
Senior VP  Legal
(812) 376-1896
joan.tupin-crites@irwinunion.com |  | IHE
Gary Iorfido
VP and Lead Counsel
(925) 277-2001, Ext. 5502
gary.iorfido@ihe.com                      
|                                                                                         |  |                                                                                                          
|Carrie Houston
Senior VP, Human Resources
(812) 373-1480
carrie.houston@irwinunion.com   |  | Lorraine Sumulong
Corporate Counsel
(925) 277-2001, Ext. 5532
lorraine.sumulong@ihe.com                  





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##### 



|                                                                                           |  |                                                                                  
|------------------------------------------------------------------------------------------ |  | ---------------------------------------------------------------------------------
|IBF
Laurie Bakke
Executive VP and General Manager
(425) 460-1424
laurie.bakke@irwinibf.com |  | Mary Cutler
Senior Counsel
(520) 344-8622
mary.cutler@ihe.com                    
|                                                                                           |  |                                                                                  
|ONSET
Robert Murphy
VP, Credit and Operations
(604) 646-2244
robert@onsetcapital.com       |  | Sunita Liggin
VP- Human Resources
(925) 277-2001, Ext. 5563
sunita.liggin@ihe.com





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##### 



Appendix B

Procedures for Reporting Complaints About Accounting or Auditing Matters

In addition to the general procedures described in the Code under How to
Report a Problem, and in accordance with the requirements of federal
legislation and related SEC rulemaking, the Audit and Risk Management Committee
has established the following procedures for:



| |  |  | 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.                 

An employee with a complaint or a concern involving the Companys accounting,
auditing, and internal controls practices may be submitted through the
confidential process described below. Those complaints or concerns will be
presented to the Audit and Risk Management Committee of the Companys Board of
Directors on a periodic basis. An employee may utilize this confidential
process either to raise new complaints or if he or she feels that a complaint
previously raised has not been appropriately handled.



|1. |  | All complaints regarding accounting, auditing, and internal controls of
the Company (a Complaint) should be made by calling the confidential
complaint hotline (voice, fax, or TTY) maintained by the Company at the
published toll-free or collect telephone number reflected on Exhibit A
attached hereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Each Complaint must be specific and contain sufficient detail to permit a
thorough investigation without a need for the target of the Complaint to
make direct contact with the complainant. Upon the Complaints being
issued, the complainant will be assigned a control number for future
reference and will be given instructions on how to use the control number
to monitor status of resolution of the Complaint.                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|3. |  | Each Complaint shall be routed by the hotline operator to the Chairman of
the Audit and Risk Management Committee. The Chair of the Committee
shall, in conjunction with the Director  Internal Audit, cause the
Complaint to be entered into an electronic database for internal reference
and reporting purposes, and to be distributed to the controller of the
line of business in which the Complaint arose, as well as to such other
key managers of the Company as are deemed necessary by the Chair, in his
discretion. The controller of the affected line of business shall conduct
an investigation of the facts described in the Complaint and issue both
periodic reports and the final results of the investigation to the Chair
and to the Director  Internal Audit, who shall enter such results, upon
their receipt, into the electronic database referenced above.
|  
|4. |  | Contemporaneously with the distribution of the Complaint as described in
paragraph 3 above, the Committee Chair shall notify the Companys Senior
Vice President  Ethics of the Complaint who shall, in addition to the
Director  Internal Audit, periodically review the database to determine
the status of each investigation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|  
|5. |  | The Director  Internal Audit shall prepare, based on information
maintained in the database, a report of the initiation, status and results
of each Complaint investigation, and shall present this report to the
Audit and Risk Management Committee at each of its regular meetings,
including a detailed presentation regarding any Complaint alleging matters
that may effect the content of the Companys financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                 

Approved by the Audit and Risk Management Committee, April 23, 2003
Amended by the Audit and Risk Management Committee, December 15, 2003





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##### 



Exhibit A

Important Contact Information for Complaint Procedures

Complaint Hotline

National Hotline Services, Inc.
1-800-826-6762

Director of Internal Audit

Jose M. Gonzalez
812.376.1703
jose.gonzalez@irwinfinancial.com

Ethics Office

Matt Souza
812.376.1934
matt.souza@irwinfinancial.com