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RESTATED
ARTICLES OF INCORPORATION
OF
IRWIN FINANCIAL CORPORATION
   Article I
Name
  Article II
Purposes
  To Act as Holding Company
 Capacity to Act
 To Deal in Securities
 1




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Investment Management
 Creation of Corporations and Other Entities
 To Deal in Good Will
 To Engage in Lending
 To Aid Subsidiaries
 2




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To Provide Services
 To Deal in Real Estate
 To Deal in Personal Property
 To Deal in its Own Securities
 To Make Contracts
 To Enter into Partnerships
 3




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To Engage in Business Generally
 To Borrow Money
 To Execute Guarantees
 Stated Capital; Consideration for Shares
 Rights, Privileges and Powers
 General Powers
 Construction
 4




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Limiting Clause
 Article III
Period of Existence
  Article IV
Resident Agent and Principal Office
 Resident Agent
 Principal Office
 Article V
Shares
 Number and Classes of Shares
 Terms
 Rights
 Common Shares
 Preferred Shares
 5




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Dividends
 Issuance of and Consideration for Shares
 Partial Distributions
 Facsimile Signatures
 Transfer of Shares
 Series A Convertible Preferred Shares
 Definitions
 Bank
 Banking Office
 6




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Board
 Common Shares
 Corporation
 Deposit Goal Section 5.27.4(b)(iii)
 Person
 Purchase Price
 Series A Preferred Shares
 Start Date
 Dividends
 Redemption
 Redemption Price provided however Redemption
Date
  7




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Section 5.27.3
 Conversion Rights
 No Optional Conversion Section 5.27.3
 Automatic Conversion
 Second Anniversary after Start Date
 Third Anniversary after Start Date
 8




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Determination of Whether Deposit Goal Has Been Met
 Deposits provided however
 Credit for Deposits provided however
 Calendar Quarter Average
  Mechanics of Conversion Section 5.27.4(b) provided however
 9




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Section 5.27.4(b) above Conversion Date Section 5.27.4(b) Section 5.27.4(b) Section
5.27.4(b)
 Fractional Shares
 Rights After Conversion Date Section 5.27.4(b) Section 5.27.4
 Authorized, But Unissued Shares Section 5.27.4
 Reservation of Shares
 Fully Paid and Nonassessable Shares
 10




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Conversion Ratio Adjustments Section 5.27.4
 Share Subdivisions or Split-Ups
 Combinations of Shares
 Reorganization, Reclassification, Merger, Sale of All Assets, etc.
 11




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Rounding of Calculations; Minimum Adjustment Section 5.27.5 Section 5.27.5
 Timing of Issuance of Additional Common Shares upon Certain Adjustments Section 5.27.5 provided however
 Statement Regarding Adjustments Section 5.27.5
 Cost provided however
 Voting
 12




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Liquidation Rights
 Section 5.27.7(a)
  Section 5.27.7(a)
 Reports to Holders of Series A Preferred Shares
 Certain Covenants
 13




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Certain Events Section 5.27.4 Section 5.27.5
 Exclusion of Other Rights
 Series B Convertible Preferred Shares
 Definitions
 Bank
 Banking Office
 Board
 Common Shares
 Corporation
 Deposit Goal Section 4(b)(iii)
 Person
 Purchase Price
 Series B Preferred Shares
 Start Date
 14




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Dividends
 Redemption
 Redemption Price provided however Redemption
Date
    Section 5.28.3
 15




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Conversion Rights
 No Optional Conversion Section 5.28.3
 Automatic Conversion
 Second Anniversary after Start Date
 Third Anniversary after Start Date
 Determination of Whether Deposit Goal Has Been Met
 Deposits provided however
 Credit for Deposits provided however
 16




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Calendar Quarter Average
  Mechanics of Conversion Section 5.28.4(b) provided however Section 5.28.4(b) Conversion Date Section 5.28.4(b) Section 5.28.4(b) Section
5.28.4(b)
 Fractional Shares
 Rights After Conversion Date
 17




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Section 5.28.4(b) Section 5.28.4
 Authorized, But Unissued Shares Section 5.28.4
 Reservation of Shares
 Fully Paid and Nonassessable Shares
 Conversion Ratio Adjustments Section 5.28.4
 Share Subdivisions or Split-Ups
 Combinations of Shares
 18




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Reorganization, Reclassification, Merger, Sale of All Assets, etc
 Rounding of Calculations; Minimum Adjustment Section 5.28.5 Section 5.28.5
 Timing of Issuance of Additional Common Shares upon Certain Adjustments Section 5.28.5 provided however
 19




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Statement Regarding Adjustments Section 5.28.5
 Cost provided however
 Voting
 Liquidation Rights
 Section 5.28.7(a)
   20




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Section 5.28.7(a)
 Reports to Holders of Series B Preferred Shares
 Certain Covenants
 Certain Events Section 5.28.4 Section 5.28.5
 Exclusion of Other Rights
 Series C Convertible Preferred Shares
 Definitions
 Bank
 Banking Office
 21




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Board
 Common Shares
 Corporation
 Deposit Goal Section 5.29.4(b)(iii)
 Person
 Purchase Price
 Series C Preferred Shares
 Start Date
 Dividends
 Redemption
 Redemption Price provided however Redemption
Date
  22




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Section 5.29.3
 Conversion Rights
 No Optional Conversion Section 5.29.3
 Automatic Conversion
 Second Anniversary after Start Date
 Third Anniversary after Start Date
 23




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Determination of Whether Deposit Goal Has Been Met
 Deposits provided however
 Credit for Deposits provided however
 Calendar Quarter Average
  Mechanics of Conversion Section 5.29.4(b) provided however
 24




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Section 5.29.4(b) Conversion Date Section 5.29.4(b) Section 5.29.4(b) Section
5.29.4(b)
 Fractional Shares
 Rights After Conversion Date Section 5.29.4(b) Section
5.29.4
 Authorized, But Unissued Shares Section 5.29.4
 Reservation of Shares
 Fully Paid and Nonassessable Shares
 25




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Conversion Ratio Adjustments Section 5.29.4 Conversion Ratios
 Share Subdivisions or Split-Ups
 Combinations of Shares
 Reorganization, Reclassification, Merger, Sale of All Assets, etc.
 26




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Rounding of Calculations; Minimum Adjustment Section 5.29.5 Section 5.29.5
 Timing of Issuance of Additional Common Shares upon Certain Adjustments Section 5.29.5 provided however
 Statement Regarding Adjustments Section 5.29.5
 Cost provided however
 Voting
 27




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Liquidation Rights
 Section 5.29.7(a)
  Section 5.29.7(a)
 Reports to Holders of Series C Preferred Shares
 Certain Covenants
 28




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Certain Events Section 5.29.4 Section 5.29.5
 Exclusion of Other Rights
 Series D Convertible Preferred Shares
 Definitions
 Bank
 Banking Office
 Board
 Common Shares
 Corporation
 Deposit Goal Section 5.30.4(b)(iii)
 Person
 Purchase Price
 Series D Preferred Shares
 Start Date
 29




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Dividends
 Redemption
     Section 5.30.3
 Conversion Rights
 30




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No Optional Conversion Section 3
 Automatic Conversion
 Second Anniversary after Start Date
 Third Anniversary after Start Date
 Determination of Whether Deposit Goal Has Been Met
 Deposits provided however
 Credit for Deposits provided however
 31




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Calendar Quarter Average
  Mechanics of Conversion Section 5.30.4(b) provided however Section 5.30.4(b) Conversion Date Section 5.30.4(b) Section 5.30.4(b) Section
5.30.4(b)
 Fractional Shares
 Rights After Conversion Date
 32




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Section 5.30.4(b) Section 5.30.4
 Authorized, But Unissued Shares Section 5.30.4
 Reservation of Shares
 Fully Paid and Nonassessable Shares
 Conversion Ratio Adjustments Section 5.30.4 Conversion Ratios
 Share Subdivisions or Split-Ups
 Combinations of Shares
 33




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Reorganization, Reclassification, Merger, Sale of All Assets, etc.
 Rounding of Calculations; Minimum Adjustment Section 5.30.5 Section 5.30.5
 Timing of Issuance of Additional Common Shares upon Certain Adjustments Section 5.30.5 provided however
 34




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Statement Regarding Adjustments Section 5.30.5
 Cost provided however
 Voting
 Liquidation Rights
 Section 5.30.7(a)
   35




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Section 5.30.7(a)
 Reports to Holders of Series D Preferred Shares
 Certain Covenants
 Certain Events Section 5.30.4 Section 5.30.5
 Exclusion of Other Rights
  Designation and Amount provided however
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Dividends and Distributions
     37




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Voting Rights
 Certain Restrictions
      38




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Liquidation, Dissolution or Winding Up
   Consolidation, Merger, etc.
 39




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Redemption
 Fractional Shares
  . Designation Series A Perpetual
Preferred Shares"
 . Number of Shares
 Definitions
     40




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41




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Dividends Rate Dividend Payment Date" provided
 Dividend Record Date"
 42




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Dividend Period"
     43




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Priority of Dividends
  Code) Dividends-Received Percentage"
 44




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DRD Formula
 1-[.35(1-.70)]
 DRP IRS
 Post Declaration Date Dividends"
 Affected Dividend Payment Date"
 45




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Retroactive Dividends
   Liquidation Rights Voluntary or Involuntary Liquidation
 46




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Partial Payment
 Residual Distributions
 Merger, Consolidation and Sale of Assets Not Liquidation
 Redemption Optional Redemption
 No Sinking Fund
 47




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Notice of Redemption
 Partial Redemption
 Effectiveness of Redemption
 48




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. Voting Rights General
 Right to Elect Two Directors Upon Nonpayment Events Nonpayment Event" Preferred Shares Directors" provided provided further
   49




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Other Voting Rights
 Authorization of Senior Stock
 Amendment of Series A Perpetual Preferred Shares
 Share Exchanges, Reclassifications, Mergers and Consolidations
 50




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provided, however,
 Changes for Clarification
   Changes After Provision for Redemption
 Procedures for Voting and Consents
 51




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Conversion
 Record Holders
 Notices
 . No Preemptive Rights
 Other Rights
 . Severability of Provisions
 52




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Voting Rights
 Voting Rights
 Common Shares
 Preferred Shares
 No Greater Requirements
 Record Date
 Mergers and Consolidations
 Voting on Special Corporate Transactions
 Mergers With Subsidiaries
 53




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Class Voting
 Article VI
Requirements Prior To Doing Business
  Article VII
Director(s)
 Number of Directors
 Qualifications of Directors.
 Article VIII
Incorporator(s)
  Number and Street orName
    
    Building
    
    City
    
    State
    
    Zip CodePaul N. Dinkins
(President)
    
    500 Washington Street
    
    Columbus
    
    Indiana
    
    
    47201John A. Nash
(Executive Vice
President,
Secretary)
    
    500 Washington Street
    
    Columbus
    
    Indiana
    
    
    47201
 Article IX
Provisions for Regulation of Business and Conduct of Affairs of Corporation
 Code of By-Laws
 54




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Meetings of Shareholders
 Meetings of Directors
 Interest of Directors in Contracts
 Indemnification
 Partnerships
 55




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Committees
 Removal of Directors
 Term of Directors
 Amendment of Articles of Incorporation
 56