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                           IRWIN FINANCIAL CORPORATION

                                 2001 STOCK PLAN


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                                TABLE OF CONTENTS

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1.1 ESTABLISHMENT...........................................................................5
1.2 PURPOSE.................................................................................5
1.3 EFFECTIVE DATE..........................................................................5
2.1 DEFINITIONS.............................................................................5
2.2 GENDER AND NUMBER.......................................................................7
3.1 ELIGIBILITY AND PARTICIPATION...........................................................7
4.1 ADMINISTRATION..........................................................................7
5.1 AGGREGATE NUMBER........................................................................7
5.2 INDIVIDUAL PARTICIPANT LIMITATIONS......................................................7
5.3 REUSE...................................................................................8
5.4 ADJUSTMENT IN CAPITALIZATION............................................................9
6.1 DURATION OF PLAN........................................................................9
7.1 GRANT OF OPTIONS........................................................................9
7.2 OPTION AGREEMENT........................................................................9
7.3 OPTION PRICE............................................................................9
7.4 EXERCISE OF OPTIONS.....................................................................9
7.5 PAYMENT................................................................................10
7.6 LIMITATIONS ON ISOS....................................................................12
7.7 RESTRICTIONS ON STOCK TRANSFERABILITY..................................................13
7.8 TERMINATION OF EMPLOYMENT OR SERVICE...................................................13
       (a) TERMINATION OF EMPLOYMENT DUE TO DEATH..........................................13
       (b) TERMINATION OF EMPLOYMENT DUE TO DISABILITY, RETIREMENT OR WITHOUT CAUSE........13
       (c) RESIGNATION.....................................................................13
       (d) TERMINATION FOR CAUSE...........................................................14
7.9 EFFECT OF A CHANGE IN CONTROL..........................................................14
7.10 NONTRANSFERABILITY OF OPTIONS.........................................................14
8.1 GRANT OF STOCK APPRECIATION RIGHTS.....................................................15
8.2 PAYMENT OF SAR AMOUNT..................................................................15
8.3 FORM AND TIMING OF PAYMENT.............................................................15
8.4 LIMIT OF APPRECIATION..................................................................16
8.5 TERM OF SAR............................................................................16
8.6 TERMINATION OF EMPLOYMENT OR SERVICE; CHANGE IN CONTROL................................16
8.7 NONTRANSFERABILITY OF SARS.............................................................16
9.1 GRANT OF RESTRICTED STOCK..............................................................16
9.2 TRANSFERABILITY........................................................................16
9.3 OTHER RESTRICTIONS.....................................................................17
9.4 VOTING RIGHTS..........................................................................17
9.5 DIVIDENDS AND OTHER DISTRIBUTIONS......................................................17
9.6 TERMINATION OF EMPLOYMENT OR SERVICE; CHANGE IN CONTROL................................17
       (a) TERMINATION OF EMPLOYMENT DUE TO DEATH..........................................17
       (b) TERMINATION OF EMPLOYMENT FOR REASONS OTHER THAN DEATH..........................17


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       (c) CHANGE IN CONTROL...............................................................18
9.7 NONTRANSFERABILITY OF RESTRICTED STOCK.................................................18
10.1 GRANT OF PHANTOM STOCK UNITS..........................................................18
10.2 VALUE.................................................................................18
10.3 PAYMENT FOR PHANTOM STOCK UNITS.......................................................18
10.4 FORM AND TIMING OF PAYMENT............................................................19
10.5 TERMINATION OF EMPLOYMENT OR SERVICE; CHANGE IN CONTROL...............................19
10.6 NONTRANSFERABILITY....................................................................19
10.7 NO DIVIDEND PAYMENTS..................................................................19
10.8 EXPIRATION............................................................................19
11.1 BENEFICIARY DESIGNATION...............................................................19
12.1 EMPLOYMENT OR SERVICE.................................................................19
12.2 PARTICIPATION.........................................................................20
13.1 IN GENERAL............................................................................20
13.2 DEFINITION............................................................................20
14.1 AMENDMENT, MODIFICATION, AND TERMINATION OF PLAN......................................22
14.2 INTERPRETATION........................................................................22
15.1 TAX WITHHOLDING.......................................................................22
15.2 SHARE WITHHOLDING.....................................................................22
16.1 INDEMNIFICATION.......................................................................22
17.1 REQUIREMENTS OF LAW...................................................................23
17.2 GOVERNING LAW.........................................................................23
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                           IRWIN FINANCIAL CORPORATION

                                 2001 STOCK PLAN

Section 1.  Establishment, Purpose, and Effective Date of Plan

      1.1 ESTABLISHMENT. Irwin Financial Corporation, an Indiana corporation,
hereby establishes the Irwin Financial Corporation 2001 Stock Plan (the "Plan")
for key employees and non-employee directors. The Plan permits the grant of
stock options, stock appreciation rights, restricted stock and phantom stock
units, with common stock or cash as possible payout mediums for payment under
the Plan.

      1.2 PURPOSE. The purpose of the Plan is to advance the interests of the
Company and its stockholders, by encouraging and providing for the acquisition
of an equity interest in the success of the Company by employees of the Company
and its subsidiaries and non-employee directors, by providing additional
incentives and motivation toward superior performance of the Company, and by
enabling the Company to attract and retain the services of employees and
non-employee directors upon whose judgment, interest, and special effort the
successful conduct of its operations is largely dependent.

      1.3 EFFECTIVE DATE. The Plan shall become effective immediately upon its
adoption by the Board of Directors of the Company, subject to ratification by
the stockholders of the Company. Awards may be granted hereunder on or after the
effective date but shall in no event be exercisable or payable to a Participant
prior to such stockholder approval; and, if such approval is not obtained within
twelve (12) months after the effective date, such Awards shall be of no force
and effect.

                            SECTION 2. DEFINITIONS

      2.1 DEFINITIONS. Whenever used herein, the following terms shall have
their respective meanings set forth below:

            "Award" means any Stock Option, Stock Appreciation Right, Restricted
Stock, or Phantom Stock Unit, granted under this Plan.

            "Board" means the Board of Directors of the Company.

            "Cause" is defined in Section 14.2.

            "Code" means the Internal Revenue Code of 1986, as amended.

            "Change in Control" is defined in Section 13.2 herein.

            "Committee" means the Compensation Committee of the Board or such
other committee appointed from time to time by the Board to administer this
Plan. The Committee shall consist of two or more members, each of whom shall
qualify as a "non-employee director," as the term (or similar or successor term)
is defined by Rule 16b-3, and as an "outside director" within the meaning of
Code Section 162(m) and regulations thereunder.


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            "Company" means Irwin Financial Corporation, an Indiana corporation.

            "Disability" is defined in Section 14.2.

            "Employee" means an employee (including officers and directors who
are also employees) of the Company or its subsidiaries, or any branch or
division thereof.

            "Fair Market Value" means the mean of the closing bid and ask prices
of the Stock as reported by the Nasdaq National Market on a particular date. In
the event that there are no Stock transactions on such date, the Fair Market
Value shall be determined as of the immediately preceding date on which there
were Stock transactions.

            "Named Executive Officer" means a Participant who, as of the date of
vesting and/or payout of an Award, as applicable, is one of the group of covered
employees, as defined in the regulations promulgated under Code Section 162(m),
or any successor statute.

            "Non-Employee Director" means a director of the Company who is not,
and for a period of at least one year, has not been an Employee.

            "Option" means the right to purchase Stock at a stated price for a
specified period of time. For purposes of the Plan an Option may be either (i)
an "Incentive Stock Option," or "ISO" within the meaning of Section 422 of the
Code, (ii) a "Nonstatutory (Nonqualified) Stock Option," or "NSO," or (iii) any
other type of option encompassed by the Code.

            "Participant" means any Non-Employee Director and any Employee
designated by the Committee (or its delegate, if appropriate under Section 3.1)
to participate in the Plan.

            "Performance-Based Exception" means the exception for
performance-based compensation from the tax deductibility limitations of Code
Section 162(m).

            "Period of Restriction" means the period during which the transfer
of shares of Restricted Stock is restricted pursuant to Section 9 of the Plan.

            "Phantom Stock Unit" is described under Section 10.

            "Plan" means the Irwin Financial Corporation 2001 Stock Plan as set
forth herein and any amendments hereto.

            "Restricted Stock" means Stock granted to a Participant pursuant to
Section 9 of the Plan.

            "Retirement" is defined in Section 14.2.

            "Rule 16b-3" means Rule 16b-3 or any successor or comparable rule or
rules applicable to Awards granted under the Plan promulgated by the Securities
and Exchange Commission under Section 16(b) of the Securities Exchange Act of
1934, as amended.

            "Stock" means the Common Stock, without par value, of the Company.


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            "Stock Appreciation Right" and "SAR" mean the right to receive a
payment from the Company equal to the excess of the Fair Market Value of a share
of stock at the date of exercise over a specified price fixed by the Committee,
which shall not be less than 100% of the Fair Market Value of the Stock on the
date of grant. In the case of a Stock Appreciation Right which is granted in
conjunction with an Option, the specified price shall be the Option exercise
price.

      2.2 GENDER AND NUMBER. Except when otherwise indicated by the context,
words in the masculine gender when used in the Plan shall include the feminine
gender, the singular shall include the plural, and the plural shall include the
singular.

                   SECTION 3. ELIGIBILITY AND PARTICIPATION

      3.1 ELIGIBILITY AND PARTICIPATION. Participants in the Plan shall be
selected by the Committee from among those Employees who, in the opinion of the
Committee, are Employees in a position to contribute materially to the Company's
continued growth and development and to its long-term financial success.
Non-Employee Directors shall also be eligible to participate in the Plan. For
purposes of awards to individuals who are neither Named Executive Officers nor
directors of the Company, the Committee may delegate its authority to select
Participants in the Plan, to select the type of awards to be received by such
Participants, and to allocate Committee-approved block awards, to such
individuals or bodies as the Committee designates in writing. If such delegation
occurs, "Committee" as used herein shall mean such individual or body.

                          SECTION 4. ADMINISTRATION

      4.1 ADMINISTRATION. The Committee shall be responsible for the
administration of the Plan. The Committee, by majority action thereof (whether
taken during a meeting or by written consent), is authorized to interpret the
Plan, to prescribe, amend, and rescind rules and regulations relating to the
Plan, to provide for conditions and assurances deemed necessary or advisable to
protect the interests of the Company, and to make all other determinations
necessary or advisable for the administration of the Plan, but only to the
extent not contrary to the express provisions of the Plan. Determinations,
interpretations, or other actions made or taken by the Committee pursuant to the
provisions of the Plan shall be final and binding and conclusive for all
purposes and upon all persons whomsoever. To the extent deemed necessary or
advisable for purposes of Rule 16b-3 or otherwise, the Board may act as the
Committee hereunder.

             SECTION 5. STOCK SUBJECT TO PLAN AND MAXIMUM AWARDS

      5.1 AGGREGATE NUMBER. The total number of shares of Stock subject to
Awards under the Plan may not exceed 2,000,000 (of this total number, all such
shares may be issued with respect to Incentive Stock Options). Such numbers of
shares shall be subject to adjustment upon occurrence of any of the events
described in Section 5.4. The shares to be delivered under the Plan may consist,
in whole or in part, of authorized but unissued Stock or treasury Stock, not
reserved for any other purpose. In addition, up to an aggregate of 2,000,000
SARs may be granted under the Plan.

      5.2 INDIVIDUAL PARTICIPANT LIMITATIONS. Unless and until the Committee
determines that an Award to a Named Executive Officer shall not be designed to
comply with the


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Performance-Based Exception, the following rules shall apply to grants of such
Awards under the Plan:

            (a)   Subject to adjustment as provided in Section 5.4, the maximum
                  aggregate number of shares of Stock (including Options,
                  Restricted Stock SARs, and Phantom Stock Units to be paid out
                  in shares) that may be granted under this Plan in any calendar
                  year pursuant to any Award held by any Participant shall be
                  300,000 shares. Such numbers of shares shall be subject to
                  adjustment upon occurrence of any of the events described in
                  Section 5.4.

            (b)   The maximum aggregate cash payout (including SARs and Phantom
                  Stock Units paid out in cash) with respect to Awards granted
                  under this Plan in any calendar year which may be made to any
                  Participant shall be one million dollars ($1,000,000.00).

      5.3 REUSE. If, and to the extent:

            (a)   An Option shall expire or terminate for any reason without
                  having been exercised in full (including, without limitation,
                  cancellation and re-grant), or in the event that an Option is
                  exercised or settled in a manner such that some or all of the
                  shares of Stock related to the Option are not issued to the
                  Participant (or beneficiary) including as the result of the
                  use of shares for withholding taxes, the shares of Stock
                  subject thereto which have not become outstanding shall
                  (unless the Plan shall have terminated) become available for
                  issuance under the Plan; provided, however, that with respect
                  to a share-for-share exercise, only the net shares issued
                  shall be deemed to have become outstanding as a result
                  thereof.

            (b)   Restricted Stock or Phantom Stock Units under the Plan are
                  forfeited for any reason, or settled in cash in lieu of Stock
                  or in a manner such that some or all of the shares of Stock
                  related to the award are not issued to the Participant (or
                  beneficiary), such shares of Stock shall (unless the Plan
                  shall have terminated) become available for issuance under the
                  Plan.


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            (c)   SARs expire or terminate for any reason without having been
                  earned in full, an equal number of SARs shall (unless the Plan
                  shall have terminated) become available for issuance under the
                  Plan.

      5.4 ADJUSTMENT IN CAPITALIZATION. In the event of any change in the
outstanding shares of Stock that occurs after ratification of the Plan by the
stockholders of the Company by reason of a Stock dividend or split,
recapitalization, merger, consolidation, combination, separation (including a
spin-off), exchange of shares, or other similar corporate change or distribution
of stock or property by the Company, the number and class of and/or price of
shares of Stock subject to each outstanding Award, the number of shares of Stock
available for Awards and the number and class of shares of Stock set forth in
Sections 5.1 and 5.2, shall be adjusted appropriately by the Committee, whose
determination shall be conclusive; provided, however, that fractional shares
shall be rounded to the nearest whole share. In such event, the Committee also
shall have discretion to make appropriate adjustments in the number and type of
shares subject to Awards then outstanding under the Plan pursuant to the terms
of such grants or otherwise.

                         SECTION 6. DURATION OF PLAN

      6.1 DURATION OF PLAN. The Plan shall remain in effect, subject to the
Board's right to earlier terminate the Plan pursuant to Section 15 hereof, until
all Stock subject to it shall have been purchased or acquired pursuant to the
provisions hereof. Notwithstanding the foregoing, no Incentive Stock Option may
be granted under the Plan on or after the tenth anniversary of the Effective
Date.

                           SECTION 7. STOCK OPTIONS

      7.1 GRANT OF OPTIONS. Subject to the provisions of Section 5 and 6,
Options may be granted to Participants at any time and from time to time as
shall be determined by the Committee. The Committee shall have complete
discretion in determining the number of Options granted to each Participant. The
Committee may grant any type of Option to purchase Stock that is permitted by
law at the time of grant.

      7.2 OPTION AGREEMENT. Each Option shall be evidenced by an option
agreement that shall specify the type of Option granted, the Option price, the
duration of the Option, the number of shares of Stock to which the Option
pertains, the vesting schedule for the Options, and such other provisions as the
Committee shall determine.

      7.3 OPTION PRICE. No Option granted pursuant to the Plan shall have an
Option price that is less than the Fair Market Value of the Stock on the date
the Option is granted.

      7.4 EXERCISE OF OPTIONS. Options awarded under the Plan shall be
exercisable at such times and be subject to such restrictions and conditions
as the Committee shall approve, either at the time of grant of such Options
or pursuant to a general determination, and which need not be the same for
all Participants. Each Option which is intended to qualify as an Incentive
Stock Option pursuant to Section 422 of the Code, and each Option which is
intended to qualify as

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another type of ISO which may subsequently be authorized by law, shall comply
with the applicable provisions of the Code pertaining to such Options.

      7.5 PAYMENT. Options shall be exercised by the delivery of a written
notice of exercise to the Company, setting forth the number of shares of Stock
with respect to which the Option is to be exercised, accompanied by full payment
for the Stock. The Option price upon exercise of any Option shall be payable to
the Company in full, as provided in the option agreement, either:

            (a)   in cash or its equivalent,

            (b)   by tendering previously-acquired Stock (as determined by the
                  Committee) having an aggregate Fair Market Value at the time
                  of exercise equal to the total Option price,

            (c)   if the Committee shall authorize in its sole discretion, by
                  payment of the purchase price in installments or with other
                  borrowed funds; provided, however, that the provisions of each
                  installment purchase agreement: (i) shall provide that the
                  purchaser, at the purchaser's option, may pay any or all such
                  installments at one time, (ii) shall comply with all
                  applicable credit regulations, if any, then in effect and
                  issued or enacted by governmental authority having
                  jurisdiction, including Regulation U of the Board of Governors
                  of the Federal Reserve System if such Regulation is then in
                  effect, (iii) shall be established by the Committee and shall
                  include a specified rate of interest payable on the unpaid
                  balance, and (iv) shall require that the certificate for
                  Shares purchased pursuant to installment arrangement be
                  pledged to the Company.

                  The certificates for stock purchased pursuant to an
                  installment purchase agreement will be delivered to the
                  purchaser, who shall take title to such Stock, and shall be
                  immediately deposited by the purchaser, together with a
                  properly executed stock power, with the Secretary of the
                  Company to be held by the Company as security for the payment
                  of the installments of the purchase price, including interest.
                  The purchaser shall be entitled to all voting rights with
                  respect thereto and all cash dividends paid thereon. In the
                  event of the payment by the Company of a stock dividend on or
                  the declaration


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                  by the Company of a stock split with respect to any of its
                  Stock held as security pursuant to an installment purchase
                  agreement hereunder, the pledge under such agreement shall
                  extend to the Stock issued in payment of such stock dividend
                  or on account of such stock split. The purchaser shall deliver
                  to the Company the certificates representing the dividend or
                  split Stock upon receipt thereof, together with a properly
                  executed stock power. In the event that the Stock held as
                  security pursuant to an installment purchase agreement shall
                  be changed or reclassified as a result of any charter
                  amendment, recapitalization, reorganization, merger,
                  consolidation, sale of assets or similar transactions, the
                  changed or reclassified Stock or other assets or both received
                  as a result of such transaction shall be substituted for the
                  Stock pledged under such agreement; and the purchaser shall
                  promptly deliver to the Company any certificates issued to
                  represent the Stock so changed or reclassified and any such
                  other assets, together with a properly executed stock power.
                  If rights to subscribe for or purchase Stock or other
                  securities shall be issued to holders of Stock held as
                  security pursuant to an installment purchase agreement, such
                  rights shall belong to the purchaser free from pledge. Upon
                  completion of payment for such Stock, including interest to
                  the date of payment, and subject to any requirements necessary
                  to comply with Regulation U or other applicable credit
                  regulations, the purchaser shall be entitled to the return
                  from the Company of the certificates so pledged; or

            (d)   by any other means which the Committee determines to be
                  consistent with the Plan's purpose and applicable law,

            (e)   by having the notice of exercise direct that the certificate
                  or certificates for such Shares for which the option is
                  exercised be delivered to a licensed broker acceptable to the
                  Company as the agent for the individual exercising the option
                  and, at the time such certificate or certificates are
                  delivered, the broker tenders to the Company cash or cash
                  equivalents acceptable to the Company equal to the purchase
                  price for such Shares purchased pursuant to the exercise of
                  the option plus the amount (if any)


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                  of federal and other taxes which the Company may, in its sole
                  judgment, be required to withhold with respect to the exercise
                  of the option, or

            (f)   by a combination of (a), (b), (c), (d) and (e).

The exercise of an Option shall cancel any SAR which was specifically granted in
tandem with such Option to the extent of the number of shares as to which the
Option is exercised. As soon as practicable after receipt of each notice and
full payment, the Company shall deliver to the Participant a certificate or
certificates representing acquired shares of Stock.

      7.6 LIMITATIONS ON ISOS. Notwithstanding anything in the Plan to the
contrary, to the extent required from time to time by the Code, the following
additional provisions shall apply to the grant of Options which are intended to
qualify as Incentive Stock Options (as such term is defined in Section 422 of
the Code):

            (a)   The aggregate Fair Market Value (determined as of the date the
                  Option is granted) of the shares of Common Stock with respect
                  to which Incentive Stock Options are exercisable for the first
                  time by any Participant during any calendar year (under all
                  plans of the Company) shall not exceed $100,000 or such other
                  amount as may subsequently be specified by the Code; provided
                  that, to the extent that such limitation is exceeded, any
                  excess Options (as determined under the Code) shall be deemed
                  to be Nonstatutory (Nonqualified) Stock Options.

            (b)   Any Incentive Stock Option authorized under the Plan shall
                  contain such other provisions as the Committee shall deem
                  advisable, but shall in all events be consistent with and
                  contain or be deemed to contain all provisions required in
                  order to qualify the Options as Incentive Stock Options,
                  including, but not limited to, provisions applicable to
                  Incentive Stock Options granted to a 10% shareholder of the
                  Company within the meaning of Code Section 422(b)(6).

            (c)   All Incentive Stock Options must be granted within ten years
                  from the date on which this Plan was adopted by the Board of
                  Directors.

            (d)   Unless exercised, terminated, or canceled sooner, all
                  Incentive Stock Options shall expire no later than ten years
                  after the date of grant (five years in the case of an ISO
                  granted to a 10% shareholder).


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      7.7 RESTRICTIONS ON STOCK TRANSFERABILITY. The Committee shall impose such
restrictions on any shares of Stock acquired pursuant to the exercise of an
Option under the Plan as it may deem advisable, including, without limitation,
restrictions under the applicable federal securities law, under the requirements
of any stock exchange upon which such shares of Stock are then listed and under
any blue sky or state securities laws applicable to such shares.

      7.8 TERMINATION OF EMPLOYMENT OR SERVICE. Unless otherwise provided in the
option agreement, subsections (a) through (d) shall apply.

            (a)   TERMINATION OF EMPLOYMENT DUE TO DEATH OR DISABILITY. In the
                  event a Participant's employment or service as a Non-Employee
                  Director is terminated by reason of death or disability, any
                  outstanding Options whether or not then exercisable, may be
                  exercised within three (3) years after such date of
                  termination of employment. In no case shall the period for
                  exercise extend beyond the expiration date of such option
                  grant.

            (b)   TERMINATION OF EMPLOYMENT DUE TO RETIREMENT. In the event that
                  a Participant's employment or service as a Non-Employee
                  Director is terminated due to retirement, the Options
                  theretofore granted to such Participant may be exercised to
                  the extent that such Participant was entitled to exercise the
                  Options at the date of such termination, but only within a
                  period of three (3) years beginning on the day following the
                  date of such termination, and provided further that any
                  Incentive Stock Options may be exercised only within a period
                  of three (3) months beginning on the day following the date of
                  such termination. In no case shall the period for exercise
                  extend beyond the expiration date of such Option grant. So
                  long as a Participant shall continue to serve as a
                  Non-Employee Director or continue to be an employee of the
                  Company, the Options granted to the Participant shall not be
                  affected by any change of duties or position. A change of
                  employment from the Company to a subsidiary, from a subsidiary
                  to the Company, from one subsidiary to another, or any
                  combination thereof, shall not be considered to be a
                  termination of employment for purposes of this Plan.

            (c)   RESIGNATION OR TERMINATION WITHOUT CAUSE. In the event that a
                  Participant's employment with the Company or its subsidiaries
                  or the service of a Non-


                                     - 13 -
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                  Employee Director is terminated due to resignation or
                  termination without cause (other than in circumstances that
                  constitute a Retirement), the options theretofore granted to
                  such Participant may be exercised to the extent that such
                  Participant was entitled to exercise the options at the date
                  of such resignation, but only within a period of three (3)
                  months beginning on the day following the date of such
                  termination. In no case shall the period for exercise extend
                  beyond the expiration date of such option.

            (d)   TERMINATION FOR CAUSE. Notwithstanding anything herein to the
                  contrary, all outstanding options shall immediately terminate
                  without further action on the part of the Company in the event
                  of the termination of a Participant's employment with the
                  Company or its subsidiaries for Cause.

      7.9 EFFECT OF A CHANGE IN CONTROL. Unless otherwise provided in the Stock
Option Agreement, the following shall apply in the event of a Change of Control.
Upon the occurrence of a Change of Control, the Company shall provide written
notice thereof (the "Change in Control Notice") to the Participants. The Company
shall have the right, but not the obligation, to terminate all outstanding
options as of the 30th day immediately following the date of the sending of the
Change in Control Notice by including a statement to such effect in the Change
in Control Notice. Upon delivery of the Change in Control Notice and regardless
of whether the Company elects to terminate the outstanding options, the
Participants shall have the right to immediately exercise all outstanding
options (whether or not immediately exercisable, notwithstanding the Change in
Control) in full during the 30-day period notwithstanding the other terms and
conditions otherwise set forth in the Plan or in any certificate or agreement
representing such option.

      7.10 NONTRANSFERABILITY OF OPTIONS. Except as provided below, no Option
granted under the Plan may be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated, otherwise than by will or by the laws of descent and
distribution. Further, all Options granted to a Participant under the Plan shall
be exercisable during his lifetime only by such Participant. Notwithstanding the
foregoing, the Committee may, in its discretion, authorize all or a portion of
the Options (other than Incentive Stock Options) granted to a Participant to be
on terms which permit transfer by such Participant to:

            (a)   the spouse, children or grandchildren of the Participant
                  ("Immediate Family Members");

            (b)   a trust or trusts for the exclusive benefit of such Immediate
                  Family Members, or;


                                     - 14 -
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            (c)   a partnership in which such Immediate Family Members are the
                  only partners,

provided that:

                  (i)   there may be no consideration for any such transfer;

                  (ii)  the Award agreement pursuant to which such Options are
                        granted expressly provides for transferability in a
                        manner consistent with this Section 7.10; and

                  (iii) subsequent transfers of transferred Options shall be
                        prohibited except transfers back to the Participant or
                        those in accordance with Section 12.

Following transfer, any such Options shall continue to be subject to the same
terms and conditions as were applicable immediately prior to the transfer,
provided that for purposes of Section 12 hereof, the term "Participant" shall be
deemed to refer to the transferee. The provisions of Section 7 relating to the
period of exercisability and expiration of the Option shall continue to be
applied with respect to the original Participant, and the Option shall be
exercisable by the transferee only to the extent, and for the periods, set forth
in said Section 7.

                     SECTION 8. STOCK APPRECIATION RIGHTS

      8.1 GRANT OF STOCK APPRECIATION RIGHTS. Subject to the provisions of
Sections 5 and 6, Stock Appreciation Rights ("SARs") may be granted to
Participants at any time and from time to time as shall be determined by the
Committee. The Committee shall have complete discretion in determining the
number of SARs granted to each Participant. Each SAR award shall be evidenced by
an Award agreement setting forth the number of shares of Stock to which the SAR
pertains, the vesting schedule for the SARs, and such other provisions as the
Committee shall determine.

      8.2 PAYMENT OF SAR AMOUNT. Upon exercise of the SAR, the Participant shall
be  entitled  to receive  payment of an amount  (subject  to Section  8.5 below)
determined by multiplying:

            (a)   The difference between the Fair Market Value of a share of
                  Stock at the date of exercise over the price fixed by the
                  Committee at the date of grant, by

            (b)   The number of shares with respect to which the Stock
                  Appreciation Right is exercised.

      8.3 FORM AND TIMING OF PAYMENT. At the discretion of the Committee,
payment to the Participant of the SAR amount described in Section 8.2 may be
made in cash or Stock, or in a combination thereof.


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      8.4 LIMIT OF APPRECIATION. At the time of grant, the Committee may
establish in its sole discretion, a maximum amount per share which will be
payable upon exercise of an SAR.

      8.5 TERM OF SAR. The term of an SAR granted under the Plan shall not
exceed ten years.

      8.6 TERMINATION OF EMPLOYMENT OR SERVICE; CHANGE IN CONTROL. Unless
otherwise provided in the Award Agreement, in the event of (i) termination of
the employment or service of a Participant, or (ii) upon a Change in Control,
any SARs outstanding shall be treated in the same manner as specified for
Options (excluding Incentive Stock Options) under Sections 7.8 and 7.9
respectively.

      8.7 NONTRANSFERABILITY OF SARS. No SAR granted under the Plan may be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated,
otherwise than by will or by the laws of descent and distribution. Further, all
SARs granted to a Participant under the Plan shall be exercisable during his
lifetime only by such Participant.

                         SECTION 9. RESTRICTED STOCK

      9.1 GRANT OF RESTRICTED STOCK. Subject to the provisions of Sections 5
and 6, the Committee, at any time and from time to time, may grant shares of
Restricted Stock under the Plan to such Participants and in such amounts as
it shall determine. Each grant of Restricted Stock shall be evidenced by an
Award agreement which shall specify the number of shares of stock granted,
the schedule for lapse of the restrictions, and such other provisions as the
Committee shall determine. If such Award agreement specifies a purchase price
to be paid by Participant for the Restricted Stock, such price may be paid in
any of the forms described under Sections 7.5(a)-(e) above.

      The Committee may at any time and from time to time, establish performance
criteria with respect to an Award of Restricted Stock. The performance criteria
or standards shall be determined by the Committee in writing and may be absolute
in their terms or measured against or in relationship to other companies
comparably, similarly or otherwise situated and may be based on or adjusted for
any other objective goals, events, or occurrences established by the Committee,
provided that such criteria or standards relate to one or more of the following:
earnings, earnings growth, revenues, expenses, stock price, market share,
charge-offs, loan loss reserves, reductions in non-performing assets, return on
assets, return on equity, or assets, investment, regulatory compliance,
satisfactory internal or external audits, improvement of financial ratings,
achievement of balance sheet or income statement objectives, extraordinary
charges, losses from discontinued operations, restatements and accounting
changes and other unplanned special charges such as restructuring expenses,
acquisition expenses including goodwill, unplanned stock offerings and strategic
loan loss provisions. Such performance standards may be particular to a line of
business, subsidiary or other unit or may be based on the performance of the
Company generally.

      9.2 TRANSFERABILITY. Except as provided in Sections 9.6 and 9.7 hereof,
the shares of Restricted Stock granted hereunder may not be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated for such period of
time (the "Period of Restriction") as shall be


                                     - 16 -
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determined by the Committee and shall be specified in the Restricted Stock
Award agreement, or upon earlier satisfaction of other conditions, as
specified by the Committee in its sole discretion and set forth in the
Restricted Stock Award agreement.

      9.3 OTHER RESTRICTIONS. The Committee shall impose such other restrictions
on any shares of Restricted Stock granted pursuant to the Plan as it may deem
advisable including, without limitation, restrictions under applicable federal
or state securities laws, and may legend the certificates representing
Restricted Stock to give appropriate notice of such restrictions.

      9.4 VOTING RIGHTS. Participants holding shares of Restricted Stock granted
hereunder may exercise full voting rights with respect to those shares during
the Period of Restriction.

      9.5 DIVIDENDS AND OTHER DISTRIBUTIONS. During the Period of Restriction,
Participants holding shares of Restricted Stock granted hereunder shall be
entitled to receive all dividends and other distributions paid with respect to
those shares while they are so held. If any dividends or distributions are paid
in shares of Stock pursuant to Section 5.4, the shares shall be subject to the
same restrictions on transferability as the shares of Restricted Stock with
respect to which they were paid.

      9.6 TERMINATION OF EMPLOYMENT OR SERVICE; CHANGE IN CONTROL. Unless
otherwise provided in the Award agreement, the following shall apply:

            (a)   TERMINATION OF EMPLOYMENT DUE TO DEATH OR DISABILITY. In the
                  event a Participant's employment or service as a Non-Employee
                  Director is terminated due to death or disability, the Period
                  of Restriction applicable to the Restricted Stock pursuant to
                  Subsection 9.2 hereof shall automatically terminate and,
                  except as otherwise provided in Subsection 9.3, the shares of
                  Restricted Stock shall thereby be free of restrictions and
                  freely transferable.

            (b)   TERMINATION OF EMPLOYMENT FOR REASONS OTHER THAN DEATH OR
                  DISABILITY. In the event that a Participant's employment or
                  service as a Non-Employee Director is terminated for any
                  reason other than death or disability during the Period of
                  Restriction, then any shares of Restricted Stock still subject
                  to restrictions at the date of such termination automatically
                  shall be forfeited and returned to the Company; provided,
                  however, that, in the event of retirement or an involuntary
                  termination of the employment of a Participant by the Company
                  other than for cause, the Committee in its sole discretion may
                  waive the automatic forfeiture of any or all such shares
                  and/or


                                     - 17 -
<Page>

                  may add such new restrictions to such shares of Restricted
                  Stock as it deems appropriate.

            (c)   CHANGE IN CONTROL. Unless otherwise provided in the Award
                  Agreement, upon a Change in Control, the Period of Restriction
                  applicable to the Restricted Stock pursuant to Subsection 9.2
                  hereof shall automatically terminate and, except as otherwise
                  provided in Subsection 9.3, the shares of Restricted Stock
                  shall thereby be free of restrictions and freely transferable.

      9.7 NONTRANSFERABILITY OF RESTRICTED STOCK. No shares of Restricted Stock
granted under the Plan may be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated, otherwise than by will or by the laws of descent and
distribution until the termination of the applicable Period of Restriction. All
rights with respect to Restricted Stock granted to a Participant under the Plan
shall be exercisable during his lifetime only by such Participant.

                       SECTION 10. PHANTOM STOCK UNITS

      10.1 GRANT OF PHANTOM STOCK UNITS. Subject to the provisions of Sections 5
and 6, Phantom Stock Units may be granted to Participants at any time and from
time to time as shall be determined by the Committee. Each grant of Phantom
Stock Units shall be evidenced by an Award agreement setting forth the number of
Phantom Stock Units, the applicable vesting schedule and such other provisions
as the Committee shall determine.

      The Committee may at any time and from time to time, establish performance
criteria with respect to an Award of Phantom Stock Units. The performance
criteria or standards shall be determined by the Committee in writing and may be
absolute in their terms or measured against or in relationship to other
companies comparably, similarly or otherwise situated and may be based on or
adjusted for any other objective goals, events, or occurrences established by
the Committee, provided that such criteria or standards relate to one or more of
the following: earnings, earnings growth, revenues, expenses, stock price,
market share, charge-offs, loan loss reserves, reductions in non-performing
assets, return on assets, return on equity, or assets, investment, regulatory
compliance, satisfactory internal or external audits, improvement of financial
ratings, achievement of balance sheet or income statement objectives,
extraordinary charges, losses from discontinued operations, restatements and
accounting changes and other unplanned special charges such as restructuring
expenses, acquisition expenses including goodwill, unplanned stock offerings and
strategic loan loss provisions. Such performance standards may be particular to
a line of business, subsidiary or other unit or may be based on the performance
of the Company generally.

      10.2 VALUE. Each Phantom Stock Unit shall represent one share of Stock.

      10.3 PAYMENT FOR PHANTOM STOCK UNITS. After satisfaction of the vesting
schedule specified in the Award agreement, the holder of a Phantom Stock Unit
shall be entitled to receive


                                     - 18 -
<Page>

the then-current Fair Market Value of a share of Stock multiplied by the number
of Phantom Stock Units he chooses to exercise, less the exercise price to be
paid by Participant (if any) as specified in the Award agreement. If such Award
agreement specifies an exercise price to be paid by Participant for the Phantom
Stock Units, such price may be paid in any of the forms described under Section
7.5(a)-(e) above.

      10.4 FORM AND TIMING OF PAYMENT. Payment to the Participant as described
in Section 10.3 above may be made in cash, Stock, or a combination thereof as
determined by the Committee. Payment may be made in a lump sum or installments
as prescribed by the Committee. If any payment is to be made on a deferred
basis, the Committee may provide for the payment of dividend equivalents or
interest during the deferral period.

      10.5 TERMINATION OF EMPLOYMENT OR SERVICE; CHANGE IN CONTROL. Unless
otherwise provided in the Award Agreement, in the event of (i) termination of
the employment or service of a Participant, or (ii) upon a Change in Control,
any Phantom Stock Units outstanding shall be treated in the same manner as
specified for Options (excluding Incentive Stock Options) under Sections 7.8 and
7.9 respectively.

      10.6 NONTRANSFERABILITY. No Phantom Stock Units granted under the Plan may
be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,
otherwise than by will or by the laws of descent and distribution. All rights
with respect to Phantom Stock Units granted to a Participant under the Plan
shall be exercisable during his lifetime only by such Participant.

      10.7 NO DIVIDEND PAYMENTS. A Participant granted Phantom Stock Units shall
NOT be credited with any dividends which would be received with respect to an
equivalent number of shares of Stock.

      10.8 EXPIRATION. A Participant's Phantom Stock Units shall in all events
expire on the tenth anniversary of the date on which they were awarded.

                     SECTION 11. BENEFICIARY DESIGNATION

      11.1 BENEFICIARY DESIGNATION. Each Participant under the Plan may name,
from time to time, any beneficiary or beneficiaries (who may be named
contingently or successively) to whom any benefit under the Plan is to be paid
in case of his death before he receives any or all of such benefit. Each
designation will revoke all prior designations by the same Participant, shall be
in a form provided by the Company, and will be effective only when filed by the
Participant in writing with the Committee during his lifetime. In the absence of
any such designation, benefits remaining unpaid at the Participant's death shall
be paid to his estate.

          SECTION 12. RIGHTS OF EMPLOYEES AND NON-EMPLOYEE DIRECTORS

      12.1 EMPLOYMENT OR SERVICE. Nothing in the Plan shall interfere with or
limit in any way the right of the Company to terminate any Participant's
employment or service as a Non-Employee Director at any time, nor confer upon
any Participant any right to continue in the employ of the Company.

                                     - 19 -
<Page>

      12.2 PARTICIPATION. No employee or Non-Employee Director shall have a
right to be selected as a Participant, or, having been so selected, to be
selected again as a Participant.

                        SECTION 13. CHANGE IN CONTROL

      13.1 IN GENERAL. Unless otherwise provided in an Award Agreement, in the
event of a Change in Control of the Company as defined below, all Awards under
the Plan shall vest 100%, whereupon all Options, SARs and Phantom Stock Units
shall become exercisable in full and the restrictions applicable to any
Restricted Stock shall terminate.

      13.2 DEFINITION. Unless otherwise provided in an Award Agreement, a
"Change in Control" shall mean the occurrence of any of the following events:

            (a)   Any "person" (as such term is used in Sections 13(d) and 14(d)
                  of the Securities Exchange Act of 1934, as amended), other
                  than (i) a trustee or other fiduciary holding securities under
                  an employee benefit plan of the Company or any of its
                  subsidiaries, or (ii) a Corporation owned directly or
                  indirectly by the stockholders of the Company in substantially
                  the same proportions as their ownership of stock of the
                  Company, is or becomes the "beneficial owner" (as defined in
                  Rule 13d-3 under said Act), directly or indirectly, of
                  securities of the Company representing 50% or more of the
                  total voting power of the then outstanding shares of capital
                  stock of the Company entitled to vote generally in the
                  election of directors (the "Voting Stock"), provided, however,
                  that the following shall not constitute a change in control:
                  (1) such person becomes a beneficial owner of 50% or more of
                  the Voting Stock as the result of an acquisition of such
                  Voting Stock directly from the Company, or (2) such person
                  becomes a beneficial owner of 30% or more of the Voting Stock
                  as a result of the decrease in the number of outstanding
                  shares of Voting Stock caused by the repurchase of shares by
                  the Company; provided, further, that in the event a person
                  described in clause (1) or (2) shall thereafter increase
                  (other than in circumstances described in clause (1) or (2))
                  beneficial ownership of stock representing more than 1% of the
                  Voting Stock, such person shall be deemed to become a
                  beneficial owner of 30% or more of the Voting Stock for
                  purposes of this paragraph (a), provided such person
                  continues to beneficially own 30% or more of the


                                     - 20 -
<Page>

                  Voting Stock after such subsequent increase in beneficial
                  ownership or

            (b)   During any period of two consecutive years, individuals (the
                  "Incumbent Board"), who at the beginning of such period
                  constitute the board of directors of the Company, and any new
                  director, whose election by the board of directors of the
                  Company or nomination for election by the Company's
                  stockholders was approved by a vote of at least two-thirds
                  (2/3) of the directors then still in office who either were
                  directors at the beginning of the period or whose election or
                  nomination for election was previously so approved, cease for
                  any reason to constitute a majority thereof, or

            (c)   The Company shall become a party to an agreement of a
                  reorganization, merger or consolidation or the sale or other
                  disposition of all or substantially all of the assets of the
                  Company (a "Business Combination"), in each case, unless (1)
                  all or substantially all of the individuals and entities who
                  were the beneficial owners, respectively, of the Voting Stock
                  immediately prior to such Business Combination beneficially
                  own, directly or indirectly, more than 50% of the total voting
                  power represented by the voting securities entitled to vote
                  generally in the election of directors of the corporation
                  resulting from the Business Combination (including, without
                  limitation, a corporation which as a result of the Business
                  Combination owns the Company's or all or substantially all of
                  the Company's assets either directly or through one or more
                  subsidiaries) in substantially the same proportions as their
                  ownership, immediately prior to the Business Combination of
                  the Voting Stock of the Company, and (2) at least a majority
                  of the members of the board of directors of the corporation
                  resulting from the Business Combination were members of the
                  Incumbent Board at the time of the execution of the initial
                  agreement, or action of the Incumbent Board, providing for
                  such Business Combination; or

            (d)   the stockholders of the Company approve a plan of complete
                  liquidation or dissolution of the Company.


                                     - 21 -
<Page>

The Committee has final authority to construe and interpret the provisions of
the foregoing paragraphs (a), (b), (c) and (d) and to determine the exact date
on which a change in control has been deemed to have occurred thereunder.

 SECTION 14. INTERPRETATION, AMENDMENT, MODIFICATION, AND TERMINATION OF PLAN

      14.1 AMENDMENT, MODIFICATION, AND TERMINATION OF PLAN. The Board at any
time may terminate, and from time to time may amend, modify or suspend the Plan
in whole or part subject to any requirement of stockholder approval imposed by
applicable law, rule or regulation. No amendment, modification, or termination
of the Plan shall in any manner adversely affect any Award theretofore granted
under the Plan, without the consent of the Participant.

      14.2 INTERPRETATION. Whether a Participant's employment or service as a
non-employee director is terminated due to "retirement," "disability,"
"resignation" or "for cause" shall be determined pursuant to the award agreement
by the Committee in its sole discretion, which determination shall be final and
conclusive. Whether an authorized leave of absence, or absence on military or
governmental service, or for any other reason, shall constitute a termination of
employment or service for purposes of this Plan shall be determined by the
Committee in its sole discretion, which determination shall be final and
conclusive.

                         SECTION 15. TAX WITHHOLDING

      15.1 TAX WITHHOLDING. The Company shall have the power and the right to
deduct or withhold, or require a Participant to remit to the Company, an amount
sufficient to satisfy federal, state, and local taxes, domestic or foreign,
required by law or regulation to be withheld with respect to any taxable event
arising as a result of the Plan.

      15.2 SHARE WITHHOLDING. With respect to tax withholding required upon the
exercise of Options or Phantom Stock Units, upon the lapse of restrictions on
Restricted Stock, or upon any other taxable event arising as a result of Awards
granted hereunder, Participants may elect to satisfy the payroll tax withholding
requirement, in whole or in part, by having the Company withhold shares of Stock
having a Fair Market Value on the date the tax is to be determined equal to the
minimum statutory total tax withholding which would be imposed on the
transaction (or to such part of the tax so long as the balance above the minimum
required withholding is paid by the Participant in cash). All such elections
shall be irrevocable, made in writing, signed by the Participant, and shall be
subject to any restrictions or limitations that the Committee, in its sole
discretion, deems appropriate.

                         SECTION 16. INDEMNIFICATION

      16.1 INDEMNIFICATION. Each person who is or shall have been a member of
the Committee or of the Board, or to whom a delegation has been made pursuant to
Section 3.1 hereof, shall be indemnified and held harmless by the Company
against and from any loss, cost, liability, or expense that may be imposed upon
or reasonably incurred by him in connection with or resulting from any claim,
action, suit, or proceeding to which he may be a party or in which he may be
involved by reason of any action taken or failure to act under the Plan and
against and from any and all amounts paid by him in settlement thereof, with the
Company's approval, or


                                     - 22 -
<Page>

paid by him in satisfaction of any judgment in any such action, suit, or
proceeding against him, provided he shall give the Company an opportunity, at
its own expense, to handle and defend the same before he undertakes to handle
and defend it on his own behalf. The foregoing right of indemnification shall
not be exclusive of any other rights of indemnification to which such persons
may be entitled under the Company's Certificate of Incorporation or Bylaws, as a
matter of law, or otherwise, or any power that the Company may have to indemnify
them or hold them harmless.

                       SECTION 17. REQUIREMENTS OF LAW

      17.1 REQUIREMENTS OF LAW. The granting of Awards and the issuance of
shares of Stock upon the exercise of an Option shall be subject to all
applicable laws, rules, and regulations, and to such approvals by any
governmental agencies or national securities exchanges as may be required.

      17.2  GOVERNING  LAW. The Plan,  and all  agreements  hereunder,  shall be
construed in accordance with and governed by the laws of the State of Indiana.








                                     - 23 -
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                             AMENDMENT NO. 1 TO THE

                           IRWIN FINANCIAL CORPORATION

                                 2001 STOCK PLAN

      This amendment should be read in conjunction with the Irwin Financial
Corporation 2001 Stock Plan (the "Plan"). Effective September 21, 2001, the Plan
is amended as follows:

      All references in the Plan to the Nasdaq National Market now refer to the
New York Stock Exchange.















                                     - 24 -