<Page 34>

IRWIN FINANCIAL CORPORATION
OUTSIDE DIRECTOR RESTRICTED STOCK COMPENSATION PLAN

(Adopted February 21, 1989 by the Board of Directors; approved by shareholders 
April 18, 1989; amended by the Board of Directors effective May 1, 1992 and 
restated to include shares resulting from stock splits September 8, 1989 and 
December 30, 1991; amended by the Board of Directors effective November 15, 
1994, and restated to include shares resulting from stock splits September 2, 
1992 and September 2, 1993, and to conform with changes to Section 16 of the 
Securities Exchange Act of 1934.)

1.	Purpose.  The purpose of this Plan is to encourage ownership of the 
Common Shares of Irwin Financial Corporation by Outside Directors of the 
Corporation and its subsidiary companies in order to provide such Outside 
Directors with a more direct and proprietary interest in the welfare and 
success of the Company and to encourage their continuation as directors of the 
Company.  The Plan is further intended to increase the incentive to promote 
the welfare of the Company by those who are primarily responsible for shaping 
and carrying out the long-term plans and objectives of the Company, thereby 
furthering and securing the Company's continued growth and financial success.

2	Definitions.  The following terms shall have the meaning hereinafter set 
forth:

(a)	"Affiliate" means a corporation which is a parent or subsidiary 
corporation of the Company.

(b)	"Board of Directors" means the board of directors of the Company as it 
shall exist from time to time.

(c)	"Common Shares" means the Common Shares, $5.00 par value, of the 
Company.

(d)	"Company" means Irwin Financial Corporation, an Indiana Corporation.

(e)	"Election" means an election by an Outside Director to receive a grant 
of Common Shares under the Plan as further described in paragraph 6(c) 
hereof.

<Page 35>
(f)	"Market Value" means the average of the bid and asked prices, or the 
average of the high and low sale prices, as the case may be, on the last 
trading day prior to the effective date of an Election, or on such other 
date as may be designated by the Plan Committee, as reported by the 
National Association of Securities Dealers, Inc. or, if not so reported, 
by such other source as the Plan Committee shall designate.

(g)	"Nominating Committee" means the Nominating Committee of the Board of 
Directors of the Company.

(h)	"Outside Director" means any director of the Company or an Affiliate who 
is not employed by the Company or any Affiliate in any capacity.

(i)	"Plan" means this Irwin Financial Corporation Outside Director 
Restricted Stock Compensation Plan.

(j)	"Plan Committee" means the individual or group of individuals 
responsible for administration of the Plan.

(k)	"Plan Year" means the twelve month period commencing July 1 and ending 
on June 30 of each year or such other dates as may be established by the 
Plan Committee from time to time.

(l)	"Director Fees" means the amount payable to an Outside Director for 
services over a period of time fixed by the Plan Committee including any 
per meeting or attendance fee paid to an Outside Director.

(m)	"Secretary" means the Secretary of the Company.

3.	Administration.  The Plan shall be administered by the Plan Committee.  
The Plan Committee shall have the power to interpret and construe the 
provisions of the Plan, and such interpretation or construction shall be final 
and binding.  The Plan Committee may prescribe, amend and rescind rules and 
regulations relative to the Plan or its construction or interpretation.  The 
initial Plan Committee shall have one member which is the Secretary.  The Plan 
Committee shall not be liable for any action or determination made in good 
faith.

<Page 36>
4.	Participation.  All those persons who are Outside Directors shall be 
eligible to participate in the Plan.  Persons who are elected as Outside 
Directors subsequent to the adoption of the Plan shall be eligible to 
participate in the Plan with respect to the first Plan Year beginning after 
such person's election.

5.	Shares.  The shares to be issued to Outside Directors pursuant to the 
Plan shall be the Company's authorized, but unissued, or reacquired Common 
Shares.  The total number of the Common Shares which may be issued under the 
Plan shall not exceed One hundred thirty five thousand (135,000) shares in the 
aggregate, except as such number of shares shall be adjusted in accordance 
with the provisions set forth in paragraph 6(h) hereof.  In the event any 
common Shares represented by certificates held by the Secretary pursuant to 
the Plan revert to the Company for any reason prior to the end of the period 
during which shares may be issued under the Plan, such Common Shares may again 
be issued under the Plan.  During the term of the Plan, the Company shall 
reserve and keep available a sufficient number of Common Shares to satisfy its 
obligations hereunder.

6.	Operation of the Plan.  The Plan shall operate in accordance with and 
subject to the following terms and conditions:

(a)	Establishment of Director Fees.  The Nominating Committee shall 
establish the Director Fees for the next succeeding Plan Year or Plan 
Years on or before the date of the first regular meeting of the Board of 
Directors of the Company in any calendar year and shall notify each 
Outside Director of the amount so established.  Such Director Fees shall 
be a fixed dollar amount which shall be payable for one year's service 
by an Outside Director.  Such Director Fees shall be inclusive of any 
attendance, committee meeting or other fee determined by the Nominating 
Committee to be payable to Outside Directors.

(b)	Medium and Time of Payment.  The Director Fees for each year shall be 
payable, at the election of the Outside Director, either (i) in United 
States dollars in quarterly installments in the second month of each 
calendar quarter in arrears in cash, by check, or in such other manner 
as the Company and the Outside Director may agree, or (ii) in the form 
of a grant of Common Shares in a number, at a time, and subject to the 
terms and conditions set forth in this Plan.  The Plan Committee may, in 
its sole discretion, require that each Outside Director who elects to 
receive payment of his or her Director Fees for any Plan Year in the 
form of a grant of Common Shares shall receive at the same time an 
additional grant of Common Shares in payment of the Director Fees to 
become due to such Outside Director for one or more

<page 37>
subsequent Plan 
Years.  In that event, the dollar amount of the Director Fees for 
purposes of paragraph 6(d)(i) hereof, shall be an amount equal to the 
Director Fees established by the Nominating Committee for the first Plan 
Year multiplied by the total number of Plan Years included by the Plan 
Committee in the issuance of Common Shares for that Plan Year.

(c)	Election to Receive Common Shares.  Each Outside Director shall elect 
the form of payment of the Director Fees due to such Outside Director 
for each Plan Year by delivering a written election form to the Plan 
Committee at least six months prior to the last day of the Plan Year 
immediately preceding the Plan Year to which such election applies.  
Each Election made hereunder shall be irrevocable and shall be effective 
on the first day of the next succeeding Plan Year.  The Plan Committee, 
in its sole discretion, may permit Outside Directors to make an Election 
later than six months prior to the last day of any Plan Year; provided, 
however, that any such late Election shall not be effective until the 
first business day following the expiration of six months after the date 
the late Election is made.  Each Election shall be effective only for 
the Plan Year to which such Election relates; provided, however, than an 
Election to receive a grant of Common Shares relating to more than one 
Plan Year is effective and irrevocable for all Plan Years included in 
the grant and no Outside Director making such an Election shall be 
required to entitled to make a new election until the first Plan Year 
following the expiration of the Plan Years included in the grant.

(d)	Determination of Number of Common Shares.  The number of Common Shares 
to be issued to any Outside Director who makes a timely Election shall 
be that whole number of shares determined by dividing (i) the dollar 
amount of the Director Fees by (ii) the Market Value of one Common 
Share.  No fractional shares shall be issued under the Plan and cash 
shall be paid in lieu thereof based upon the Market Value of one Common 
Share.

(e)	Issuance of Certificates; Delivery to Outside Director.   (i) As soon as 
practicable after the first day of each Plan Year, the Plan Committee 
shall cause the Company to issue a share certificate in the name of each 
Outside Director who timely elected to receive his or her Director Fees 
for such Plan Year or other grant period in Common  Shares; provided, 
however, that if requested by an Outside Director at the time the 
Election is made, the share certificate may be issued jointly to the 
Outside Director and any other person or persons.  Each certificate 
shall represent the number of

<Page 38>
Common Shares which the named Outside 
Director is entitled to receive as determined in accordance with 
paragraph 6(d) hereof.  Each certificate shall be delivered to the 
Secretary who shall hold the certificate for the benefit of the Outside 
Director for a period of two (2) years, or, if the Common Shares were 
issued pursuant to a grant covering more than two years, then until all 
Common Shares relating to such grant are vested and have survived 
applicable restriction periods.  At the expiration of such holding 
period, the Secretary shall deliver the certificates to each Outside 
Director for whom they are held.  (ii) Certificates representing Common 
Shares issued in the name of an Outside Director shall be delivered by 
the Secretary to the Outside Director as soon as practicable following 
the expiration of the holding period as described in paragraph 6(e)(i) 
hereof.  However, if the certificates were issued in payment of a 
Director Fees relating to more than one Plan Year the certificates 
delivered to the Outside Director at the expiration of the holding 
period shall represent only those Common Shares as to which the Outside 
Director is vested on the date of delivery.

(f)	Forfeiture.  Common Shares granted to an Outside Director with respect 
to a single Plan Year shall be forfeitable by the Outside Director until 
the end of that Plan Year.  Common Shares granted to an Outside Director 
with respect to more than one Plan Year shall vest and become 
nonforfeitable in equal installments at the end of each Plan Year 
included in the grant; provided, however, that at the time of making an 
Election to receive a grant of Common  Shares relating to more than one 
Plan Year, the Outside Director may also elect to defer vesting of all 
of the Common Shares granted until the expiration of the last Plan Year 
included in the multi-year grant, which election shall be irrevocable.

(g)	Cessation of Service as a Director.  In the event any Outside Director 
ceases to serve as a director of the Company or any Affiliate, all 
Common Shares that have not vested as of the effective date of the 
cessation of service shall immediately revert to the Company.  Upon the 
effective date of a cessation of service, the Outside Director shall be 
entitled to delivery of certificates representing all vested Common 
Shares held for him or her by the Secretary.  Notwithstanding the 
foregoing, if any cessation of service is due to retirement with the 
consent of the Company or is due to permanent and total disability, the 
Outside Director shall be entitled to delivery of certificates 
representing Common Shares attributable to the Director Fees paid for 
the Plan Year in which the Cessation of service occurs at the end of the 
two-year period specified in paragraph 6(e)

<Page 39>
hereof; and if the Outside 
Director shall die while serving as a director of the Company or an 
Affiliate, or following a cessation of service due to retirement with 
the consent of the Company or permanent and total disability but prior 
to receiving the certificates held by the Secretary as described above, 
the Outside Director's personal representative shall be entitled to 
delivery of such certificates at such time as they otherwise would have 
been delivered to the Outside Director.  Whether a cessation of service 
is a retirement with the consent of the Company or due to permanent and 
total disability, and whether an authorized leave of absence or absence 
on military or government service shall be deemed to constitute 
cessation of service for the purposes of the Plan, shall be determined 
by the Plan Committee in its sole discretion, which determination shall 
be final and conclusive.

(h)	Recapitalization.  The aggregate number of Common Shares which may be 
issued hereunder shall be proportionately adjusted for any increase or 
decrease in the number of issued and outstanding Common Shares resulting 
from a subdivision or consolidation of shares of the Company or any 
other capital adjustment of the Company, the payment of a share 
dividend, a share split or any other increase or decrease in the Common 
Shares effected without receipt of consideration by the Company.  In the 
event that, prior to the delivery by the Company of certificates 
representing Common Shares held by the Secretary pursuant to paragraph 
6(e) hereof, there shall be a capital reorganization or reclassification 
of the capital of the Company resulting in a substitution of other 
shares for the Common Shares, there shall be substituted the number of 
substitute shares which would have been issued in exchange for the 
Common Shares then held by the Company if such Common shares had been 
then issued and outstanding and held by the Outside Director.

(i)	Merger, Dissolution.  If the Company shall be a party to any merger or 
consolidation in which it is not the surviving corporation, or in the 
event of a dissolution or liquidation of the Company, any certificates 
for Common Shares held by the Secretary pursuant to paragraph 6(e) 
hereof shall be delivered to the Outside Directors for whom such Common 
Shares are held at such a time and in such a manner as to permit the 
Outside Directors to participate with respect to such shares in any 
consideration received by shareholders of the Company in such merger, 
consolidation, liquidation or dissolution.

(j)	Nonassignability.  No right to receive shares pursuant to an Election 
shall be assignable or transferable except by will

<Page 40>
or under the laws of 
descent and distribution.  During the lifetime of an Outside Director, 
Common Shares to be issued under the Plan shall be issued only to such 
Outside Director as set forth in paragraph 6(e) hereof.

(k)	Issuance of Shares and Compliance with Securities Laws.  The Company may 
postpone the issuance and/or delivery of certificates representing 
Common Shares until (i) the admission of such shares to listing on any 
stock exchange on which shares of the Company of the same class are then 
listed and (ii) the completion of such registration or other 
qualification of such shares under any state or Federal law, rule or 
regulation or the rules and regulations of any exchange upon which the 
Common Shares are traded as the Company shall determine to be necessary 
or advisable, which registration or other qualification the Company 
shall use its best efforts to complete.  Any person acquiring Common 
Shares pursuant to the Plan may be required to make such representations 
and furnish such information as may, in the opinion of counsel for the 
Company, be appropriate to permit the Company, in light of the existence 
or non-existence with respect to such shares of an effective 
registration under the Securities Act of 1933, as amended, or any 
similar state statute, to issue the shares in compliance with the 
provisions of those or any comparable acts.  Certificates representing 
Common Shares issued pursuant to the Plan may bear such legends or other 
statements concerning restrictions on the transferability of the shares 
as the Company may determine to be necessary or advisable to comply with 
applicable securities laws.

(l)	Rights as a Shareholder.  (i)  An Outside Director shall have no rights 
as a shareholder with respect to Common Shares he/she has elected to 
receive under the Plan until the date of issuance of a certificate 
representing such shares in the name of the Outside Director.  Upon the 
issuance of the certificate, the Outside Director shall have the power 
to vote all Common Shares represented thereby on all matters presented 
to a vote of the shareholders of the Company and shall be entitled to 
receive all dividends and other distributions declared or paid by the 
Company with respect to such Common Shares.  No adjustment will be made 
for dividends or other rights for which the record date is prior to the 
date such certificate is used.  (ii) An Outside Director shall have no 
right to sell, convey, transfer, mortgage, pledge, hypothecate, encumber 
or otherwise dispose of any Common Shares issued pursuant to the Plan 
during the time when certificates representing such Common shares are 
held by the Secretary; provided, however, that such Common

<Page 41>
Shares may be 
sold during such time to the Company or to any director of the Company 
or an Affiliate.

7.	Term of Plan.  The Plan shall become effective upon the receipt of 
approval by the holders of majority of the issued and outstanding Common 
Shares voting in person or by proxy at a duly held shareholder's 
meeting; provided, however, that the Plan shall become effective only if 
approved by such shareholders within twelve (12) months before or after 
the date the Plan is adopted by the Board of Directors.  The Plan shall 
terminate ten (10) years after the later of the date the Plan is adopted 
by the Board of Directors or the date the Plan is approved by the 
shareholders, or on such earlier date as the Board of Directors may 
determine.  No Common Shares shall be issued under the Plan after such 
termination date.

8.	Amendment of the Plan.  The Board of Directors of the Company, except 
any members participating in the Plan, may from time to time, alter, 
amend, suspend or discontinue the Plan with respect to any Common shares 
for which certificates have not been issued; provided, however, that the 
Board of Directors may not, without further approval by the holders of a 
majority of the issued and outstanding Common Shares of the Company:

(a)	increase the maximum number of common shares which may be 
issued under the Plan (other than to reflect a stock split 
or stock dividend); 

(b)	change the class of shares which maybe issued under the 
Plan;

(c)	change the designation of the persons or class of persons 
eligible to receive Common Shares under the Plan; or

(d)	change the provisions of paragraph l(f) concerning the 
Market Value.

9.	No Right to Reelection.  Neither the adoption of the Plan, the issuance 
of any Common Shares hereunder, nor any other action taken relating to 
the Plan shall impose any obligation on the Company or any Affiliate or 
the board of directors of either to nominate any Outside Director for 
reelection as a director by the shareholders of the Company or any 
Affiliate.

10.	Withholdings.  The Company shall have the right to require the Outside 
Director to remit to the Company amounts

<Page 42>
sufficient to satisfy any 
applicable withholding requirements set forth in the Internal Revenue 
Code of 1986, as amended, or under state or local law relating to Common 
Shares issued to the Outside Director.  The Company shall have the 
right, to the extent permitted by law, to deduct from any payment of any 
kind otherwise due to an Outside Director who receives Common Shares 
under the Plan any federal, state or local taxes of any kind required by 
law to be withheld with respect to such Common Shares.  An Outside 
Director may elect to reduce the number of Common shares to be received 
by him under the Plan in order to satisfy any federal, state or local 
withholding obligation.