EX-10.16






EXHIBIT 10.16




IRWIN FINANCIAL CORPORATION

EMPLOYEES’ STOCK PURCHASE PLAN III 




WITNESSETH:



WHEREAS, Irwin Financial Corporation (“Corporation”) desires to provide eligible employees
of the Corporation and certain affiliated companies with an opportunity to acquire a
proprietary interest in the Corporation through the purchase of Common Shares of the
Corporation; and



WHEREAS, the Corporation desires to offer further inducement to eligible employees to remain
as employees by providing a form of additional compensation, for services which the
employees have rendered or will hereafter render, through the purchase of Common Shares at a
discounted rate.



NOW, THEREFORE, the Corporation hereby establishes this employee stock purchase plan
pursuant to the provisions of section 423 of the Internal Revenue Code of 1986, as amended,
as follows:




ARTICLE 




ESTABLISHMENT OF PLAN




     The 1999 Irwin Financial Corporation Employees’ Stock Purchase Plan (the “Plan”) is
hereby established effective as of the date the registration of the Common Shares to be
issued hereunder is declared effective by the Securities and Exchange Commission, provided
however, that this Plan shall not become effective unless it has received the approval of
the holders of a majority of the issued and outstanding Common Shares of the Corporation who
are either present or represented and are entitled to vote at a meeting of shareholders of
the Corporation duly held within twelve (12) months before or after the date the Plan is
adopted by the Board of Directors.



ARTICLE 




DEFINITIONS AND CONSTRUCTION



Section 2.01. Definitions. When the initial letter of a word or phrase is
capitalized, the meaning of such word or phrase shall be as follows:





	 	a)	 	“Account” means the record of a Participant’s interest in the Plan, as
maintained by the Committee or its designee pursuant to Section 7.01(c), consisting
of the sum of the Participant’s payroll deductions under the Plan, the deduction of
the amounts expended on behalf of the Participant to exercise his or her options
under




 









 






	 	 	 	the Plan, the credit of the number of Common Shares (including fractional shares)
purchased under the Plan for the Participant and held by the Custodian and the
amounts, if any, carried forward on behalf of the Participant from one Date of
Exercise to the next Date of Exercise.






	 	b)	 	“Affiliate” means a corporation which is a parent or subsidiary of the
Corporation, or a corporation or a parent or subsidiary corporation of such
corporation issuing or assuming an option in a transaction to which Code Section
425(a) applies.
	 
	 	c)	 	“Board of Directors” means the board of directors of the Corporation as
it shall exist from time to time.
	 
	 	d)	 	“Code” means the Internal Revenue Code of 1986, as amended from time to
time.
	 
	 	e)	 	“Committee” means the committee appointed by the Board of Directors
under Section 7.01 to administer the Plan.
	 
	 	f)	 	“Common Shares” means the Common Shares of the Corporation.
	 
	 	g)	 	“Corporation” means Irwin Financial Corporation, an Indiana
corporation, and its successors and assigns.
	 
	 	h)	 	“Custodian” means any party designated by the Board of Directors
pursuant to Section 7.02 to act as custodian under the Plan.
	 
	 	i)	 	“Date of Exercise” means the first business day following a Payday
and/or such other date or dates as may be established by the Committee as a date
upon which options granted under the Plan are to be exercised.
	 
	 	j)	 	“Effective Date” means the effective date of this Plan, which is the
date the registration under the Securities Act of 1933, as amended, of Common
Shares to be issued hereunder is declared effective by the Securities and Exchange
Commission.
	 
	 	k)	 	“Eligible Employee” means any person employed by the Corporation as a
common law employee or any of its Affiliates except for:






	 	1)	 	employees who have been employed less than six months (other
than former Participants re-employed by the Company);
	 
	 	2)	 	employees who customary employment is less than twenty (20)
hours per week; and
	 
	 	3)	 	employees whose customary employment is for not more than five
(5)months in any calendar year.




 









 












	 	l)	 	“Option Price” means the price to be paid by Participants upon the
exercise of options granted under this Plan, determined as provided in Section
5.02.
	 
	 	m)	 	“Participant” means an Eligible Employee who (i) authorizes the
Corporation or an Affiliate to make payroll deductions from Plan Compensation
for the purpose of purchasing Common Shares pursuant to the Plan, (ii) has
commenced participation in the Plan pursuant to Section 3.01, and (iii) has not
incurred a voluntary or involuntary withdrawal, pursuant to Article VI or
Section 7.04 since his or her most recent commencement of participation
pursuant to Section 3.01.
	 
	 	n)	 	“Payday” means the date on which an Eligible Employee receives any Plan Compensation.
	 
	 	o)	 	“Plan” means the 1999 Irwin Financial Corporation Employees’
Stock Purchase Plan, as amended from time to time.
	 
	 	p)	 	“Plan Compensation” means all cash payments made by the
Corporation or any Affiliate to an Employee through its payroll system for
services as an employee including, without limitation, wages, salary, incentive
compensation, bonuses and profit sharing payments.
	 
	 	q)	 	“Section,” when not preceded by the word “Code,” means a
section of this Plan.




Section 2.02. Construction and Governing Law





	 	a)	 	This Plan shall be construed, enforced and administered and the
validity thereof determined in accordance with the Code and the regulations
thereunder, and in accordance with the laws of the State of Indiana when such laws
are not inconsistent with the Code.
	 
	 	b)	 	This Plan is intended to qualify as an employee stock purchase plan
under Code Section 423 and the regulations thereunder. The provisions of the Plan
shall be construed so as to fulfill this intention.





ARTICLE 




PARTICIPATION



Section 3.01. Participation.





	 	a)	 	Any person who is an Eligible Employee on the Effective Date may become
a Participant in the Plan as of the first Payday after the Effective Date, by
completing and delivering to the Committee such forms as the Committee shall




 









 






	 	 	 	require to authorize payroll deductions and to request participation in the Plan,
within the time period established by the Committee.






	 	b)	 	After the Effective Date, an Eligible Employee who is not a participant
may become a Participant in the Plan as of the first day of a calendar quarter, by
completing and returning to the Committee at least thirty (30) days before such
date such forms as the Committee shall require to authorize payroll deductions and
request participation in the Plan.




Section 3.02. Payroll Deductions





	 	a)	 	Payroll deductions for a Participant shall commence on the first Payday
after an Eligible Employee becomes a Participant and shall continue until the
earlier of (i) the termination of the Plan or (ii) the date the Participant
suspends his or her payroll deductions or ceases participation pursuant to
subsection (b) of this Section 3.02. Each Participant shall authorize his or her
employer to make deductions from his or her Plan Compensation on each Payday during
the time he or she is a Participant in the Plan in a specified whole dollar amount;
provided, however, the minimum amount of the payroll deduction authorized by the
Participant must be at least $5.00 per Payday.
	 
	 	b)	 	A Participant may suspend or change his or her payroll deduction in the
Plan effective as of any Payday by filing written notice with the Committee at
least ten (10) days prior to such Payday. A Participant’s suspension of his or her
payroll deductions shall not automatically result in his or her withdrawal from
participation in the Plan.




Section 3.03. Participant’s Account. On each Payday, the Corporation or
its Affiliate, as the case may be, shall deduct the authorized amount from each
Participant’s Plan Compensation and shall credit the Account of each Participant with the
amount of the Participant’s payroll deduction under the Plan effective as of the Payday on
which it was deducted.




ARTICLE 




COMMON SHARES



The shares subject to options granted under this Plan shall be Common Shares. The total
number of Common Shares on which options may be granted under this Plan shall not exceed in
the aggregate Seven Hundred Fifty Thousand (750,000) Common Shares, except as such number of
Common Shares shall be adjusted in accordance with Section 8.01 of this Plan. Common Shares
required to satisfy purchases pursuant to the Plan may be provided out of the Corporation’s
treasury shares or its authorized and unissued Common Shares.




 









 








ARTICLE 




GRANTING AND EXERCISE OF OPTIONS



Section 5.01. Grant of Options





	 	a)	 	On each Payday, there shall be granted automatically by the Corporation
to each Participant, except those identified in subsection (b) of this Section
5.01, an option to purchase on the next succeeding Date of Exercise at the Option
Price such number of the Common Shares, including fractional shares, reserved for
issuance pursuant to this Plan as the balance in such Participant’s Account on such
Date of Exercise enables him or her to purchase.
	 
	 	b)	 	Notwithstanding any provision in this Plan to the contrary, no
Participant shall be granted an option:






	 	1)	 	if the Participant, immediately after the option is granted,
would own shares possessing five percent (5%) or more of the total combined
voting power or value of all classes of shares of the Corporation or its
Affiliates, provided that (i) the rules of Code Section 425(d) shall apply in
determining the share ownership of an individual, and (ii) shares which the
Participant may purchase under outstanding options shall be deemed to be owned
by the Participant; or
	 
	 	2)	 	which permits his or her rights to purchase shares under all
employee stock purchase plans of the Corporation and its Affiliates to accrue
at a rate which exceeds Twenty-five Thousand Dollars ($25,000) of fair market
value of Common Shares (determined at the time such option is granted) for each
calendar year in which such option is outstanding at any time.




Section 5.02. Option Price. The option price for Common Shares purchased
as of each Date of Exercise shall be eighty-five percent (85%) of the closing price of the
Common Shares as reported by the National Association of Securities Dealers Automated
Quotation/National Market System (“Nasdaq/NMS”) for the last trading day prior to such Date
of Exercise or, if not so reported, as reported by such other source as the Committee shall
designate.



Section 5.03. Exercise of Option: Limitations. As of each Date of
Exercise, each Participant’s option to purchase Common Shares shall be exercised
automatically for his or her Account. The Participant shall purchase the number of shares,
including fractional shares, which the amount of cash credited to his or her Account on that
Date of Exercise shall enable him or her to purchase at the Option Price. As soon as
administratively reasonable after each Date of Exercise, the Corporation shall notify the
Custodian of the number of Common Shares purchased for the Account of each Participant on
such Date of Exercise.




 









 







Section 5.04. Interest in Shares. A Participant shall have no interest in
or rights as a shareholder with respect to Common Shares subject to an option granted under
this Plan until such option has been exercised and the number of Common Shares purchased has
been credited to the Participant’s Account. Upon written request directed to the Committee,
a Participant shall be entitled to receive a certificate representing the number of whole
Common Shares and/or cash in lieu of any fractional shares credited to the Participant’s
Account. Upon receipt of any such request, the Committee shall promptly direct the
Custodian to distribute such certificates, if any, and the Corporation to pay such cash, if
any, to the Participant.



Section 5.05. Fractional Shares. A Participant shall be entitled to
participate in any dividend or other distribution with respect to any fractional share
credited to the Participant’s Account, but shall have no right to vote any fractional share.
No certificates will be issued representing fractional shares purchased pursuant to the
Plan. Upon a Participant’s withdrawal from the Plan under Article VI or Section 7.04 or
upon the Committee’s receipt of a request to issue certificates pursuant to Section 5.04,
there shall be paid in lieu of any fractional share held in a Participant’s Account an
amount in cash equal to the product of (i) the amount of the fraction, multiplied by (ii)
the closing price of the Common Shares as reported by the Nasdaq/NMS for the effective date
of the Participant’s withdrawal from the Plan or the date on which the Committee receives
the request pursuant to Section 5.04, whichever applies.




ARTICLE 




WITHDRAWAL



Section 6.01. Voluntary Withdrawal. A Participant may withdraw from
participation in the Plan as of any Payday by delivering written notice to the Committee at
least ten (10) days prior to such Payday. The Committee shall promptly notify the Custodian
of the withdrawal of any Participant. As soon as administratively reasonable after the
effective date of a Participant’s withdrawal from the Plan, the Corporation shall cause the
balance of the Participant’s Account, including without limitation certificates representing
the number of whole Common Shares therein and cash in lieu of any fractional shares, to be
paid to him or her. A Participant’s withdrawal from participation in the Plan shall not
prevent his or her further participation in the Plan. Any Eligible Employee who withdraws
from the Plan shall be entitled to resume payroll deductions and become a Participant as of
the next quarterly enrollment period, as provided in Section 3.01(b).



Section 6.02. Involuntary Withdrawal. Upon termination of a Participant’s
employment with the Corporation or its Affiliates for any reason, including resignation,
discharge, disability or retirement, the balance of the Participant’s Account, including
without limitation certificates representing the number of whole Common Shares therein and
cash in lieu of any fractional shares, shall be paid to him or her, or, in the case of his
or her death, to his or her beneficiary as provided in Section 6.04. The Corporation shall
cause


 









 






 such amount to be paid as soon as administratively reasonable after such termination of
employment.



Section 6.03. Interest. No interest shall be payable in amounts held in a
Participant’s Account, or on amounts payable to a Participant or a beneficiary.



Section 6.04. Participant’s Beneficiary





	 	a)	 	A Participant may file with the Committee a written designation of a
beneficiary who is to receive any Common Shares or cash credited to the
Participant’s Account under the Plan in the event of the Participant’s death. Such
designation of beneficiary may be changed by the Participant at any time by
written notice.
	 
	 	b)	 	On the death of a Participant, and on receipt by the Committee of
reasonable proof of the identity and existence of the Participant’s designated
beneficiary, the Corporation shall cause the shares or cash provided in Section
6.04(a), if any, to be delivered to such beneficiary as soon as administratively
reasonable. If a Participant dies without a surviving designated beneficiary, the
Corporation shall cause such shares or cash to be delivered to the estate or a
representative of the estate of the Participant.
	 
	 	c)	 	No designated beneficiary, and no heir or beneficiary of the estate, of
a deceased Participant shall acquire any interest in the Common Shares or cash
credited to the Participant’s Account under the Plan prior to the death of the
Participant.





ARTICLE 




PLAN ADMINISTRATION



Section 7.01. Administrative Committee.





	 	a)	 	The Plan shall be administered, at the expense of the Corporation, by
the Committee. The Committee shall consist of not less than three (3) members, who
shall be appointed by the Board of Directors. Each member of the Committee shall
be either a director, officer or employee of the Corporation. Each member of the
Committee shall serve until removed by the Board of Directors and such removal may
be without cause and without advance notice.
	 
	 	b)	 	The Committee shall be vested with full authority to make, administer
and interpret such rules and regulations as it deems necessary to administer the
Plan. Any determination, decision or action of the Committee in connection with
the construction, interpretation, administration, or application of the Plan shall
be final, conclusive and binding on all Participants, beneficiaries and any and all
other persons claiming under or through any Participant.




 









 












	 	c)	 	The Committee shall keep or cause to be kept accurate and detailed
accounts of all contributions, receipts, disbursements and purchases of Common
Shares, and all accounts, books and records relating thereto shall be open to
inspection and audit at all reasonable times by any person designated by the Board
of Directors or the Committee.




Section 7.02. Custodian





	 	a)	 	The Board of Directors, in its sole discretion, shall appoint a
Custodian. The custodian may, but need not, be an Affiliate of the Corporation.
The Custodian may be removed by the Board of Directors at any time with thirty (30)
days prior notice in writing to the Custodian.
	 
	 	b)	 	The Custodian shall maintain complete and accurate records of the
number of whole and fractional shares in each Participant’s Account and shall
deliver certificates representing such whole shares to the Participant upon receipt
of written direction from the Committee.




Section 7.03. Registration of Shares; Dividends.





	 	a)	 	Common Shares purchased for a Participant’s Account under this Plan
may, in the discretion of the Custodian, be registered in the name of its nominee.
The certificates for Common Shares to be delivered to Participants under the Plan
shall be registered in the name of the Participant or, if the Participant so
directs by written notice delivered to the Committee at least ten (10) days prior
to the Date of Exercise, in the names of the Participant and one other person
designated by the participant, as joint tenants with rights of survivorship, to the
extent permitted by applicable law. The Committee shall timely notify the
Custodian of its receipt of any such written notice.
	 
	 	b)	 	All dividends paid with respect to the whole and fractional shares in a
Participant’s Account shall be credited to his or her Account and used to purchase
Common Shares on the next Date of Exercise.




Section 7.04. Transferability. Neither payroll deductions credited to a
Participant’s Account nor any rights with regard to the exercise of an option or to receive
Common Shares under the Plan may be assigned, transferred, pledged, or otherwise disposed of
in any way by the Participant, except with respect to the death of the Participant as
provided in Sections 6.02 and 6.04 or pursuant to a qualified domestic relations order as
defined by the Code, Title I of the Employee Retirement Income Security Act of 1974, as
amended, or the rules thereunder. Any such attempted assignment, transfer, pledge, or other
disposition shall be without effect, except that the Committee, in it sole discretion, may
treat such act as an election to withdraw from the Plan.



Section 7.05. Separate Accounting for Payroll Deductions. No payroll
deductions received or held by the Corporation or any Affiliate under this Plan may be used
by the


 









 






 Corporation or the Affiliate for any corporate purpose, and the Corporation and the
Affiliate shall separately account for such payroll deductions.



Section 7.06. Only Employees Eligible to Participate. Notwithstanding any
other provision of this Plan, to be eligible to exercise an option a Participant shall be an
employee of the Corporation or its Affiliates at all times during the period beginning with
the date the option is granted and ending on the Date of Exercise.



Section 7.07. Equal Rights and Privileges. Notwithstanding any other
provision of the Plan, all Eligible Employees shall have the same rights and privileges
under the Plan, as required by Code Section 423 and the regulations thereunder, and the
Committee shall administer the Plan and interpret and apply the provisions of the Plan
accordingly.



Section 7.08. Claims Procedures.





	 	a)	 	Any person who believes that he or she is entitled to any benefits
under this Plan shall present such claim in writing to the Committee. The
Committee shall within sixty (60) days provide adequate notice in writing to any
claimant as to the decision on any such claim. If such claim has been denied, in
whole or in part, such notice shall set forth: (i) the specific reasons for such
denial; (ii) specific reference to any pertinent provisions of the Plan on which
denial is based; (iii) a description of any additional material or information
necessary for the claimant to perfect the claim and an explanation of why such
material or information is necessary; and (iv) an explanation of the Plan’s review
procedure. Such notice shall be written in a manner calculated to be understood by
the claimant. Within sixty (60) days after receipt by the claimant of notification
of denial, the claimant shall have the right to present a written appeal to the
Committee. If such appeal is not filed within said sixty (60) day period, the
decision of the committee shall be final and binding. The Committee shall act as a
fiduciary in making a full and fair review of such denial. The claimant or his or
her duly authorized representative may review any Plan documents which are
pertinent to the claim and may submit issues and comments to the Committee in
writing.
	 
	 	b)	 	A decision by the Committee shall be made promptly, and in any event
not later than sixty (60) days after its receipt of the appeal, provided, however,
if the Committee decides a hearing at which the claimant or his or her duly
authorized representative may be present is necessary and such a hearing is held,
such decision shall be rendered as soon as possible, but no later than one hundred
twenty (120) days after its receipt of the appeal. Any such decision of the
Committee shall be in writing and provide adequate notice to the claimant setting
forth the specific reasons for any denial and written in a manner calculated to be
understood by a Participant. Any such decision by the Committee shall be final.





ARTICLE 




AMENDMENT AND TERMINATION




 









 




Section 8.01. Recapitalization. The aggregate number of Common Shares
which may be issued hereunder shall be proportionately adjusted for any increase or decrease
in the number of issued and outstanding Common Shares resulting from a subdivision or
consolidation of shares of the Corporation or any other capital adjustment of the
Corporation, the payment of a share dividend, a share split or any other increase or
decrease in the Common Shares effected without receipt of consideration by the Corporation.
In the event that, prior to the purchase of all of the Common Shares provided for herein,
there shall be a capital reorganization or reclassification of the capital of the
Corporation resulting in a substitution of other shares for the common shares, there shall
be substituted the number of substitute shares which would have been issued pursuant
to the option in exchange for the Common Shares then subject to the option as if such Common
Shares had been then issued and outstanding.



Section 8.02. Amendment and Termination





	 	a)	 	Except as provided in subsection (c) of this Section 8.02, the Board of Directors of
the Corporation, except any members participating in the Plan, may from time to time,
alter, amend, suspend or discontinue the Plan with respect to any Common Shares for which
an option has not been granted; provided, however, that the Board of Directors may not,
without further approval by the holders of a majority of the issued and outstanding Common
Shares of the Corporation who are either present or represented and are entitled to vote at
a meeting of shareholders of the Corporation:






	 	1)	 	increase the maximum number of Common Shares that may be issued under
the Plan;
	 
	 	2)	 	change the class of shares which may be issued under the Plan;
	 
	 	3)	 	change the designation of the persons or class of persons eligible to
receive Common Shares under the Plan; or
	 
	 	4)	 	change the provisions of Section 5.02 concerning the option price.






	 	b)	 	Unless earlier terminated by the Board of Directors pursuant to subsection (a)
of this Section 8.02, this Plan will terminate on the Date of Exercise on which the
remaining Common Shares reserved for the grant of options under this Plan are not
sufficient to enable each Participant on such date to purchase at least one share. No
option may be granted after the termination of the Plan.
	 
	 	c)	 	Notwithstanding the provisions of subsection (a) of this Section 8.02, the
provisions of Sections 2.01(k) defining “Eligible Employee,” Section 3.01 concerning
participation in the Plan, Section 5.01(a) concerning the timing and amount of the
options granted to Participants, and Section 5.02 concerning the Option Price, shall
not be amended more than once every six months, other than to comport with changes




 









 






	 	 	 	in the Code, the Employee Retirement Income Security Act of 1974, as amended, or the
rules thereunder.





ARTICLE 




MISCELLANEOUS



Section 9.01. Notices. All notices or other communications by a
Participant to the Committee under or in connection with the Plan shall be deemed to have
been duly given when received by the Secretary of the Corporation, or when received in the
form and at the location or by the person specified by the Committee. Any notices or other
communications by the Committee to a Participant under or in connection with the Plan shall
be deemed to have been duly given when mailed by the Committee to the address of the
Participant on the business records of the Corporation or its Affiliates.



Section 9.02. No Right to Continued Employment. Neither the establishment
nor the maintenance of the Plan nor any amendment thereof nor any act or omission under the
Plan or resulting from the operation of the Plan shall be construed as giving any Eligible
Employee the right to be retained in the service of the Corporation or to interfere with the
right of the Corporation to discharge any Eligible Employee or any other person at any time
in its discretion.




 









 








AMENDMENT NO. 1 TO THE

IRWIN FINANCIAL CORPORATION

EMPLOYEES’ STOCK PURCHASE PLAN III




     This amendment should be read in conjunction with the Irwin Financial Corporation Employees’
Stock Purchase Plan III (the “Plan”). Effective September 21, 2001, the Plan is amended as
follows:



     All references in the Plan to the National Association of Securities Dealers Automated
Quotation/National Mark System (“Nasdaq/NMS) now refer to the New York Stock Exchange (“NYSE”).



 









 





AMENDMENT NO. 2 TO THE

IRWIN FINANCIAL CORPORATION

EMPLOYEES’ STOCK PURCHASE PLAN III




          This amendment should be read in conjunction with the Irwin Financial Corporation Employees’
Stock Purchase Plan III, as amended (the “Plan”). Effective September 17, 2008 (the “Effective
Date”), the Plan is amended as follows:





	1.	 	Section 3.02 (b) is hereby amended and restated in its entirety as follows:





     b) A Participant may suspend or change his or her payroll deduction in the Plan effective as
of any Payday by filing written notice with the Committee at least fifteen (15) days prior to such
Payday. A Participant’s suspension of his or her payroll deductions shall not automatically result
in his or her withdrawal from participation in the Plan.




	2.	 	Section 5.04 is hereby amended and restated in its entirety as follows:





Section 5.04. Interest in Shares. A Participant shall have no interest in or
rights as a shareholder with respect to Common Shares subject to an option granted under this Plan
until such option has been exercised and the number of Common Shares purchased has been credited to
the Participant’s Account. Upon written request directed to the Committee, a Participant shall be
entitled to:




	 	a)	 	receive a certificate representing the number of whole Common Shares and/or cash from
the sale proceeds, in any, in lieu of any fractional shares credited to the Participant’s
Account. Upon receipt of any such request, the Committee shall promptly direct the
Custodian to distribute such certificates, if any, and the Corporation to pay such cash, if
any, to the Participant; or
	 
	 	b)	 	direct, in writing, the Custodian to sell all or a portion of Common Shares credited to
the Participant’s Account in accordance with Section 5.06 of the Plan.






	3.	 	Section 5.05 is hereby amended and restated in its entirety as follows:





Section 5.05. Fractional Shares. A Participant shall be entitled to participate in any
dividend or other distribution with respect to any fractional share credited to the Participant’s
Account, but shall have no right to vote any fractional share. No certificates will be issued
representing fractional shares purchased pursuant to the Plan. Upon a Participant’s withdrawal
from the Plan under Article VI or Section 7.04 or upon the Committee’s receipt of a request to
issue certificates pursuant to Section 5.04, cash from the sale proceeds, if any, will be paid in
lieu of any fractional share held in a Participant’s Account.




	4.	 	A new Section 5.06 is hereby added to the Plan:




 









 











Section 5.06. Sale of Shares.  Upon a Participant’s written request and unless
prohibited by law, regulation, or administrative rule of the Committee, Custodian shall sell all
or a portion of the whole Common Shares credited to a Participant’s account. Custodian shall
sell such shares on the next regularly scheduled sale date as specified by the Custodian. As
soon as administratively reasonable after the sale of the Common Shares, the Custodian shall
cause the Participant to receive the cash value of the amount of Common Shares sold and any
fractional shares attributed to the Participant’s account, if applicable, less any fees
associated with the sale of the Common Shares. A Participant may sell all or a portion of the
Common Shares credited to his or her account pursuant to this Section 5.06 without withdrawing
from participation in the Plan.




	5.	 	Section 6.01 of the Plan is hereby amended and restated in its entirety as follows:





Section 6.01. Voluntary Withdrawal. A Participant may withdraw from participation in
the Plan as of any Payday by delivering written notice to the Committee at least fifteen (15)
days prior to such Payday, provided the Participant is otherwise eligible. The Committee shall
promptly notify the Custodian of the withdrawal of any Participant. As soon as administratively
reasonable after the effective date of the Participant’s withdrawal from the Plan, the
Corporation shall, at the Participant’s written election, cause either:




	 	a)	 	the balance of the Participant’s Account, including without limitation certificates
representing the number of whole Common Shares therein and cash from the sale proceeds, if
any, in lieu of any fractional shares, to be paid to him or her; or
	 
	 	b)	 	the Custodian to sell the number of Common Shares credited to the Participant’s account
in accordance with Section 5.06 of the Plan.





A Participant’s withdrawal from participation in the Plan shall not prevent his or her further
participation in the Plan. Any Eligible Employee who withdraws from the Plan shall be entitled
to resume payroll deductions and become a Participant as of the next quarterly enrollment
period, as provided in Section 3.01(b).




	6.	 	Section 6.02 of the Plan is hereby amended and restated in its entirety as follows:





Section 6.02. Involuntary Withdrawal. Upon termination of a Participant’s employment
with the Corporation or its Affiliates for any reason, including resignation, discharge,
disability or retirement, the balance of the Participant’s Account, including without limitation
certificates representing the number of whole Common Shares therein and cash from the sale
proceeds, if any, in lieu of any fractional shares, shall be paid to him or her, or in the case
of his or her death, to his or her beneficiary as provided in Section 6.04; provided, however,
at Participant’s election, the Corporation shall cause the Custodian to sell the number of
Common Shares credited to the Participant’s account as of the date of termination in accordance
with Section 5.06 of the Plan. The Corporation shall cause such amount to be paid or sold by
Custodian, as the case may be, as soon as administratively reasonable after such termination of
employment.



 









 






	7.	 	Except as specifically amended herein, all other terms and conditions contained in the Plan
shall remain unchanged and shall continue in full force and effect.





     IN WITNESS WHEREOF, the Board of Directors has caused this Amendment No. 2 to the Irwin
Financial Corporation Employee Stock Purchase Plan III, as amended, to be amended effective the
Effective Date.



	 	 	 	 	 
	 	IRWIN FINANCIAL CORPORATION

 	 
	 	By:  	/s/ Matthew F. Souza
 	 
	 	 	Printed:  	Matthew F. Souza 	 
	 	 	Its:   	Chief Administrative Officer