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EXHIBIT 3(b)



                                STATE OF INDIANA
                        OFFICE OF THE SECRETARY OF STATE

                            CERTIFICATE OF AMENDMENT
                                       OF
                           IRWIN FINANCIAL CORPORATION

I, SUE ANNE GILROY, Secretary of State of Indiana, hereby certify that Articles
of Amendment of the above For-Profit Domestic Corporation have been presented to
me at my office, accompanied by the fees prescribed by law and that the
documentation presented conforms to law as prescribed by the provisions of the
Indiana Business Corporation Law.

NOW, THEREFORE, with this document I certify that said transaction will become
effective Friday, March 02, 2001.

                                                     In Witness Whereof, I have
                                                     caused to be affixed my
                                                     signature and the seal of
                                                     the State of Indiana, at
                                                     the City of Indianapolis,
                                                     March 2, 2001.

                                                     /s/ Sue Anne Gilroy
                                                     SUE ANNE GILROY,
                                                     SECRETARY OF STATE



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ARTICLES OF AMENDMENT OF THE
ARTICLES OF INCORPORATION OF:

Name of Corporation:         Irwin Financial Corporation
Date of Incorporation:              May 31, 1972

The undersigned officers of the above referenced Corporation (hereinafter
referred to as the "Corporation") existing pursuant to the provisions of:
(indicate appropriate act)

    [X] Indiana Business Corporation Law, as amended (hereinafter referred to as
the "Act"), desiring to give notice of corporate action effectuating amendment
of certain provisions of its Articles of Incorporation, certify the following
facts:

                             ARTICLE I AMENDMENT(S)

The exact text of Article(s), Article V, Section 5.31 of the Articles, is
amended to add a new Section 5.31, as set forth in Exhibit A attached hereto.

                                   ARTICLE II

Date of each amendment's adoption:          March 1, 2001

                     ARTICLE III MANNER OF ADOPTION AND VOTE

    [X] SECTION 1 This amendment was adopted by the Board of Directors or
incorporators and shareholder action was not required.

                  ARTICLE IV COMPLIANCE WITH LEGAL REQUIREMENTS

The manner of the adoption of the Articles of Amendment and the vote by which
they were adopted constitute full legal compliance with the provisions of the
Act, the Articles of Incorporation, and the By-Laws of the Corporation.

I hereby verify, subject to the penalties of perjury, that the statements
contained herein are true, this 1st day of March, 2001.

/s/ Matthew F. Souza
MATTHEW F. SOUZA
Secretary


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                                                                       EXHIBIT A

                           IRWIN FINANCIAL CORPORATION

                                    TERMS OF
                  JUNIOR PARTICIPATING SERIES A PREFERRED STOCK



     5.31 By resolution adopted on March 1, 2001, the Board of Directors of
Irwin Financial Corporation (the "Corporation"), has established and designated
a series of Preferred shares to be called the Junior Participating Series A
Preferred Stock, to consist of 400,000 shares having the following terms:

     5.31.1 Designation and Amount. There shall be a series of Preferred Stock
of the Corporation which shall be designated as "Junior Participating Series A
Preferred Stock" without par value (hereinafter called "Junior Preferred
Stock"), and the number of shares constituting such series shall be 400,000.
Such number of shares may be increased or decreased by resolution of the Board
of Directors and by the filing of an amendment to the Restated Articles of
Incorporation pursuant to the provisions of the Indiana Business Corporation Law
stating that such increase or reduction has been so authorized; provided,
however, that no decrease shall reduce the number of shares of Junior Preferred
Stock to a number less than that of the shares then outstanding plus the number
of shares issuable upon exercise of outstanding rights, options or warrants or
upon conversion of outstanding securities issued by the Corporation.

     5.31.2 Dividends and Distributions.

            (a) The holders of shares of Junior Preferred Stock shall be
entitled to receive, when, as and if declared by the Board of Directors out of
funds legally available for the purpose, quarterly dividends payable in cash to
holders of record on the first business day of March, June, September and
December in each year (each such date being referred to herein as a "Quarterly
Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date
after the first issuance of a share or fraction of a share of Junior Preferred
Stock, in an amount per share (rounded to the nearest cent) equal to the greater
of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set
forth, one hundred times the aggregate per share amount of all cash dividends,
and one hundred times the aggregate per share amount (payable in kind) of all
non-cash dividends or other distributions other than a dividend payable in
shares of Common Stock (hereinafter defined) or a subdivision of the outstanding
shares of Common Stock (by reclassification or otherwise), declared on the
Common Stock, no par value per share, of the Corporation (the "Common Stock")
since the immediately preceding Quarterly Dividend Payment Date, or, with
respect to the first Quarterly Dividend Payment Date, since the first issuance
of any share or fraction of a share of Junior Preferred Stock. In the event the
Corporation shall at any


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time (i) declare any dividend on Common Stock payable in shares of Common Stock,
(ii) subdivide the outstanding Common Stock or (iii) combine the outstanding
Common Stock into a smaller number of shares, then in each such case the amount
to which holders of shares of Junior Preferred Stock were entitled immediately
prior to such event under clause (b) of the preceding sentence shall be adjusted
by multiplying each such amount by a fraction the numerator of which is the
number of shares of Common Stock outstanding immediately after such event and
the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

            (b) The Corporation shall declare a dividend or distribution on the
Junior Preferred Stock as provided in paragraph (a) above at the time it
declares a dividend or distribution on the Common Stock (other than a dividend
payable in shares of Common Stock).

            (c) No dividend or distribution (other than a dividend payable in
shares of Common Stock) shall be paid or payable to the holders of shares of
Common Stock unless, at the same time as such payment is made with respect to
the Common Stock or prior thereto, all accrued but unpaid dividends to the date
of such dividend or distribution shall have been paid to the holders of shares
of Junior Preferred Stock.

            (d) Dividends shall begin to accrue and be cumulative on outstanding
shares of Junior Preferred Stock from the Quarterly Dividend Payment Date next
preceding the date of issue of such shares of Junior Preferred Stock, unless the
date of issue of such shares is prior to the record date for the first Quarterly
Dividend Payment Date, in which case dividends on such shares shall begin to
accrue from the date of issue of such shares, or unless the date of issue is a
Quarterly Dividend Payment Date or is a date after the record date for the
determination of holders of shares of Junior Preferred Stock entitled to receive
a quarterly dividend and before such Quarterly Dividend Payment Date, in either
of which events such dividends shall begin to accrue and be cumulative from such
Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear
interest. Dividends paid on the shares of Junior Preferred Stock in an amount
less than the total amount of such dividends at the time accrued and payable on
such shares shall be allocated pro rata on a share-by-share basis among all such
shares at the time outstanding. The Board of Directors may fix a record date for
the determination of holders of shares of Junior Preferred Stock entitled to
receive payment of a dividend or distribution declared thereon, which record
date shall be no more than 30 days prior to the date fixed for the payment
thereof.

     5.31.3 Voting Rights. Each share of Junior Preferred Stock shall entitle
the holder thereof to one hundred votes on all matters submitted to a vote of
the shareholders of the Corporation. Except as otherwise provided herein or by
law, the holders of shares of Junior Preferred Stock and the holders of Common
Stock shall vote together as one class on all matters submitted to a vote of
shareholders of the Corporation.


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     5.31.4 Certain Restrictions.

            (a) Whenever quarterly dividends or other dividends or distributions
payable on the Junior Preferred Stock as provided in Section 5.31.2 are in
arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on shares of Junior Preferred Stock
outstanding shall have been paid in full, the Corporation shall not:

            (i) declare or pay dividends on, make any other distributions on, or
     redeem or purchase or otherwise acquire for consideration any shares of
     stock ranking junior (either as to dividends or upon liquidation,
     dissolution or winding up) to the Junior Preferred Stock;

            (ii) declare or pay dividends on or make any other distributions on
     any shares of stock ranking on a parity (either as to dividends or upon
     liquidation, dissolution or winding up) with the Junior Preferred Stock,
     except dividends paid ratably on the Junior Preferred Stock and all such
     parity stock on which dividends are payable or in arrears in proportion to
     the total amounts to which the holders of all such shares are then
     entitled;

            (iii) redeem or purchase or otherwise acquire for consideration
     shares of any stock ranking on a parity (either as to dividends or upon
     liquidation, dissolution or winding up) with the Junior Preferred Stock,
     provided that the Corporation may at any time redeem, purchase or otherwise
     acquire shares of any such parity stock in exchange for shares of any stock
     of the Corporation ranking junior (either as to dividends or upon
     dissolution, liquidation or winding up) to the Junior Preferred Stock; or

            (iv) purchase or otherwise acquire for consideration any shares of
     Junior Preferred Stock, except in accordance with a purchase offer made in
     writing or by publication (as determined by the Board of Directors) to all
     holders of such shares upon such terms as the Board of Directors, after
     consideration of the respective annual dividend rates and other relative
     rights and preferences of the respective series and classes, shall
     determine in good faith will result in fair and equitable treatment among
     the respective series or classes.

            (b) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation could, under paragraph (a) of
this Section, purchase or otherwise acquire such shares at such time and in such
manner.

     5.31.5 Liquidation, Dissolution or Winding Up.

            (a) Upon any voluntary or involuntary liquidation, dissolution or
winding up of the Corporation, no distribution shall be made to the holders of
shares of stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Junior Preferred Stock unless, prior thereto,
the holders of Junior Participating Series A Preferred Stock shall have


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received for each whole share the greater of (i) $100 per share, plus an amount
equal to accrued and unpaid dividends and distributions thereon, whether or not
declared, to the date of such payment, or (ii) one hundred times the aggregate
per share amount received by holders of Common Stock (the "Series A Liquidation
Preference").

            (b) In the event, however, that there are not sufficient assets
available to permit payment in full of the Series A Liquidation Preference and
the liquidation preferences of all other series of Preferred Stock, if any,
which rank on a parity with the Junior Preferred Stock, then such remaining
assets shall be distributed ratably to the holders of such parity shares in
proportion to their respective liquidation preferences.

     5.31.6 Consolidation, Merger, etc. In case the Corporation shall enter into
any consolidation, merger, share exchange, combination or other transaction in
which the shares of Common Stock are exchanged for or converted into other stock
or securities, cash and/or any other property, then in any such case the shares
of Junior Preferred Stock shall at the same time be similarly exchanged or
converted in an amount per share (subject to the provision for adjustment
hereinafter set forth) equal to one hundred times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is converted or
exchanged. In the event the Corporation shall at any time (i) declare any
dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the
outstanding Common Stock or (iii) combine the outstanding Common Stock into a
smaller number of shares, then in each such case the amount set forth in the
preceding sentence with respect to the exchange or conversion of shares of
Junior Preferred Stock shall be adjusted by multiplying such amount by a
fraction the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.

     5.31.7 Redemption. The shares of a Junior Preferred Stock shall not be
redeemable by the Corporation. The preceding sentence shall not limit the
ability of the Corporation to purchase or otherwise deal in such shares of stock
to the extent permitted by law.

     5.31.8 Fractional Shares. Junior Preferred Stock may be issued in fractions
of a share which shall entitle the holder, in proportion to such holder's
fractional shares, to exercise voting rights, receive dividends, participate in
distributions and to have the benefit of all other rights of holders of Junior
Preferred Stock.