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Exhibit 14.1
 
 Code of Conduct
 
 Guiding
Philosophy
 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.
  Mission Irwin Financials mission is to be the best financial services company,
through ethics and excellence, today and tomorrow.
  Strategy
 Process
Improvement Approach
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Table of Contents 
 Customers and SuppliersFair Dealing
    
    
    3Conflicts of Interest
    
    
    3Gifts
    
    
    4Privacy Act
    
    
    5Supplier/Vendor Solicitations
    
    
    5EmployeesConfidential Information
    
    
    5Conflicts of Interest
    
    
    5Criminal Law Summary
    
    
    7Directorships
    
    
    7Diversity
    
    
    7Drugs and Alcohol
    
    
    7Giving Tax and/or Legal Advice
    
    
    8Guidelines for Borrowing Money
    
    
    8Handling Personal Finances
    
    
    8Harassment
    
    
    8Reporting Business Expenses
    
    
    8Safety
    
    
    8Protection and Use of Company Property/Assets
    
    
    9Use of Computer Software and Systems
    
    
    9Copyright Compliance
    
    
    9ShareholdersInsider Trading Guidelines
    
    
    9Standards for Financial Reporting
    
    
    10Accuracy of Financial Records
    
    
    11SocietyCompliance with Laws, Rules and Regulations
    
    
    11Payments to Government Personnel
    
    
    12Personal Participation in the Political Process
    
    
    12Political Contributions and Bribes
    
    
    12Transactions between IFC Companies
    
    
    12CommunityCommunity Involvement and Activities
    
    
    13Responsible Corporate Citizen
    
    
    13How to Report a Problem
    
    
    13ConclusionApproval of the Code of Conduct
    
    
    14Waivers of the Code of Conduct
    
    
    14Responsibility of Employee
    
    
    15Affirmation
    
    
    15ImportantAdditional Information
    
    
    16Appendix AInternal Contact Resources
    
    
    17Appendix BProcedures for Reporting Complaints about Accounting or Auditing Matters
    
    
    18
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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
  Relations with Customers/Suppliers
  Customer and Supplier Non-Discrimination
 Relations with Competitors
 
 Conflicts of Interest
  3




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
    
    Would you have trouble explaining your actions to others?
    
    How would you feel if the details of the transaction were made visible to others?
   Gifts
  Meals and Entertainment
 Nominal Gifts
 Personal Gifts
 
    
    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.
 Reporting Impermissible Gifts
  4




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Privacy
   Supplier/Vendor Solicitations
 Employees
 Without our employees, we could not function at all.
 Confidential Information
  Conflicts of Interest
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Working with relatives
 
    
    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.
   Relationships with Customers
 Job Outside of Irwin Financial (For Employees of the Company)
 
    
    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?
   Business Opportunities
 Expressing Personal Opinions in the Public Arena  work-related 6
         Criminal Law Summary
 Directorships (For Employees of the Company)
 Diversity
  Respecting  Including  Valuing  Maximizing
   Drugs and Alcohol
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Giving Tax and/or Legal Advice
  Guidelines for Borrowing Money
 Handling Personal Finances
 Harassment
  Reporting Business Expenses
  Safety
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Protection and Use of Company Property/Assets
   Use of Computer Software and Systems
  Copyright Compliance
   Shareholders
 Without our shareholders, we would not have the capital we require to be in business and to
make new investments.
 Insider Trading Guidelines
  9




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Blackout Periods  th
  Approval for Stock Transactions
 Public and Investor Relations
   Standards for Financial Reporting
 
    
    set forth in this document for:
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°
    
    honest and ethical conduct (including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships), and°
    
    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
   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.
 Compliance with Laws, Rules and Regulations
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Payments to Government Personnel
 
    
    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.
  Personal Participation in the Political Process  Conflicts of Interest: Expressing Personal Opinions in the Public Arena
 Political Contributions and Bribes
  Transactions between IFC Companies
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Community
 Without good communities in which to do business, we could not prosper.
 Community Involvement and Activities
 
    
    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.
 Conflicts of Interest: Expressing Personal Opinions in the Public Arena
  Responsible Corporate Citizen
 How to Report a Problem
  
    
    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.
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
    
    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).
    
    Always ask first, act later.If you are unsure of what to do in any situation, seek
guidance before you act.
       Conclusion
 Approval and Administration of the Code of Conduct
 Application of the Code of Conduct
 Waivers of the Code of Conduct
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Responsibility of Employee
 Affirmation
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ImportantAdditional Information
  16




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Appendix A
 IFC
    
    IMCMatt Souza
    
    Rebecca ToltonSenior VP  Ethics
    
    First VP  Legal(812) 376-1934
    
    (317) 537-3408matt.souza@irwinfinancial.com
    
    rebecca.tolton@irwinmortgage.comEllen Mufson
    
    Aimee HillVP  Lead Counsel
    
    Legal Counsel(812) 376-1939
    
    (317) 537-3409ellen.mufson@irwinfinancial.com
    
    aimee.hill@irwinmortgage.comBrian Cline
    
    Nickie SnyderVP  Corporate Compliance
    
    VP  Human Resources(925) 790-4675
    
    (317) 537-3389brian.cline@ihe.com
    
    nickie.snyder@irwinmortgage.comTerry Hall
    
    ICFVP  Human Resources
    
    Robert Murphy(812) 376-1974
    
    SVP, Credit & Ops (U.S./Canada Vendor)terry.hall@irwinfinancial.com
    
    (604) 646-2244robert@onsetcapital.comIHE
    
    Gina DimanisGary Iorfido
    
    VP, Human ResourcesVP and Chief Counsel
    
    (604) 646-2233(925) 790-5502
    
    gdimanis@irwincf.comgary.iorfido@ihe.comLorraine Sumulong
    
    IUBDeputy Chief Counsel
    
    Joan Tupin-Crites(925) 790-5532
    
    Senior VP  Legallorraine.sumulong@ihe.com
    
    (812) 376-1896joan.tupin-crites@irwinunion.comSunita Liggin
    
    Carrie HoustonVP- Human Resources
    
    Senior VP, Human Resources(925) 790-5563
    
    (812) 373-1480sunita.liggin@ihe.com
    
    carrie.houston@irwinunion.com
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Appendix B
 Procedures for Reporting Complaints About Accounting or Auditing Matters
  
    
    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.
  Defined Terms
     Procedures
 1. Submission and Receipt of Complaints.
 a. As described in the section of the Code of Conduct under How to Report a Problem,
employees are free to bring Complaints to the attention of their supervisors, the human
resources area, or the legal area, as they would any other workplace concern. The
recipients of such Complaints shall forward them promptly to the Chair of the Committee and
to the Confidential Designee.
  Exhibit A
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2. Retention of Records of Complaints.
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3. Treatment of ComplaintsIn General.
 a. All Complaints shall be treated confidentially.
    4. Maintenance of Complaint Hotline and Complaint Procedures.
 
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Exhibit A
 Important Contact Information for Complaint Procedures
 Complaint Hotline
 
 Director of Internal Audit
 jose.gonzalez@irwinfinancial.com
 Ethics Office
 matt.souza@irwinfinancial.com
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