Exhibit 10


IRWIN FINANCIAL CORPORATION

1997 STOCK OPTION PLAN

Effective April 30, 1997

     The terms and conditions of the Irwin Financial
Corporation 1997 Stock Option Plan (the "Plan") are set
forth below.  This Plan shall be effective April 30, 1997,
subject to prior approval by the shareholders of Irwin
Financial Corporation ("IFC" or "the Company") and, when
effective, shall supersede and replace the Irwin Financial
Corporation 1992 Stock Option Plan (the "1992 Plan").
Options and rights granted under the 1992 Plan shall remain
subject to the terms and conditions of the 1992 Plan.

     1.   Purpose of the Plan.

     The Plan is intended (a) to encourage the ownership of
the Common Shares, no par value, of IFC ("Shares") by
officers and other key employees of IFC and its subsidiaries
so as to give them an increased personal incentive to
promote the success of IFC and to encourage such officers
and key employees to remain in the employ of IFC and its
subsidiaries, (b) to encourage the non-employee members of
the Board (the "Outside Directors") to continue serving on
the Board, and (c) to enable IFC to compete more effectively
in attracting and retaining the Outside Directors and key
employees needed for continued success and growth.

     2.   Shares Available for Options.

     An aggregate of 700,000 of authorized but unissued, or
treasury, Shares shall be reserved for issuance upon the
exercise of options granted under the Plan, which number
shall not include any Shares subject to options granted
under the 1992 Plan.  If any option granted under this Plan
shall expire or terminate for any reason without having been
fully exercised, the Shares subject thereto shall again be
available for option grants.
     
     3.   Administration.

     The Plan shall be administered by two or more members
of the Board of Directors who are and continue at all
relevant times to be "Non-Employee Directors" within the
meaning of Rule 16b-3 of the Securities and Exchange
Commission as in effect on the date of adoption of this Plan
(the "Committee").  The Board of Directors shall have the
power to name directors to the Committee and to remove
directors from the Committee at any time and for any
purpose.  Any director serving on the Committee who is not a
Non-Employee Director with respect to any action of the
Committee shall abstain from voting or otherwise acting with
respect thereto.  In the event that there are fewer than two
members of the Board of Directors who are Non-Employee
Directors with respect to any action to be taken under the
Plan, the full Board of Directors shall constitute the
Committee for the purpose of that action.  The Committee
shall have the power to interpret and construe the
provisions of the Plan or any option or right granted under
it, and such

XXX   PAGE 27   XXX

interpretation or construction shall be final and binding.
The Committee may prescribe, amend and rescind rules and
regulations relative to the Plan or its construction or
interpretation.
     
     4.   Issuance of Options.

          (a)  Prior to the Termination Date of the Plan (as
     hereinafter defined), the Committee may, from time to time,
     grant options to any Outside Director, officer or other key
     employee of IFC and its subsidiaries (collectively, the
     "Eligible Persons") for the purchase of Shares pursuant to
     the Plan, in such amounts as the Committee may determine.
     No option shall have an option price of less than 100% of
     the fair market value of the Shares on the date the option
     is granted or a term in excess of ten (10) years.
          
          (b)  Options granted under the Plan may be either
     (i)Incentive Stock Options or (ii) Nonqualified Stock
     Options; provided, however, that Outside Directors and
     other Eligible Persons who are not "employees" of IFC
     within the meaning of Section 421 of the Internal
     Revenue Code of 1986, as amended, and any regulations
     thereunder (the "Code"), shall not be eligible for
     grants of Incentive Stock Options.  Each option granted
     under the Plan shall be designed by the Committee as
     either an Incentive Stock Option or an Nonqualified
     Stock Option.
          
          (c)  Incentive Stock Options shall be granted only
     to those persons who are employees of IFC or a
     "subsidiary corporation" of IFC as defined in Section
     424(f) of the Code and the terms of each grant of
     Incentive Stock Options shall meet the requirements of
     Section 422 of the Code including but not limited to
     the following:
          
               (i)  Incentive Stock Options granted to any
          individual who is the owner (within the meaning of
          Section 424(d) of the Code) of Shares possessing
          more than 10% of the total combined voting power
          of all classes of shares of IFC (a "10%
          Shareholder") shall have an option price equal to
          not less than 110% of the fair market value of the
          Shares on the date the option is granted and the
          exercise period must not exceed five (5) years.
               
               (ii) The aggregate fair market value
          (determined as of the time the option is granted)
          of the Shares for which Incentive Stock Options
          may be exercised for the first time by any
          participant during any calendar year (under all
          option plans of the Company or a parent or
          subsidiary corporation within the meaning of Code
          Section 422(d)) shall not exceed $100,000.  In the
          event the fair market value of Shares subject to
          such options exceeds the $100,000 limitation in
          the preceding sentence, the options exercised in
          excess of such limitation shall be deemed to be
          Nonqualified Stock Options.
          
          (d)  Nonqualified Stock Options shall consist of those
     options that are designated as Nonqualified Stock Options at
     the time of grant or thereafter deemed to be Nonqualified
     Stock Options by virtue of the provisions contained in
     subparagraph 4(c) or otherwise failing to

XXX   PAGE 28   XXX

satisfy the requirements of Section 422 of the Code and the
regulations thereunder.

          (e)  Notwithstanding any provision in this Plan to
     the contrary, the maximum aggregate number of Shares
     with respect to which options may be granted to any
     Eligible Person in any fiscal year of the Plan shall be
     150,000 Shares.
  
     5.   Issuance of Stock Appreciation Rights.

          (a)  Prior to the Termination Date of the Plan,
     the Committee may, from time to time, grant stock
     appreciation rights ("SARs") to any Eligible Person, in
     such amounts as the Committee may determine.

          (b)  Each SAR shall represent only  the right to
     receive in cash an amount equal to the excess of the
     fair market value, on the date the SAR is exercised, of
     one IFC Share over the grant price of the SAR as
     determined by the Committee.  The grant price of each
     SAR shall be not less than the fair market value of one
     Share on the date the SAR is granted
     
          (c)  The Committee may grant SARs at any time and
     from time to time to any Eligible Person, may designate
     such SARs as related to options then being granted or
     granted prior to the grant date of the SARs, and may
     set such terms and conditions upon the exercise of the
     SARs as it may determine in its discretion.
     
          (d)  Unless the Committee provides otherwise at
     the time of the grant, if an SAR is granted in relation
     to an option, the exercise of the SAR or the option
     shall result in the extinguishment of the related
     option or SAR, as the case may be, with respect to the
     Shares for which the option or SAR is exercised.
     
          (e)  Notwithstanding any provision in this Plan to
     the contrary, the maximum aggregate number of Shares
     with respect to which SARs may be granted to any
     Eligible Person in any fiscal year of the Plan shall be
     150,000 Shares.

     6.   Price and Terms of Payment.

          (a)  Determination of Fair Market Value.  The fair
     market value of Shares subject to any option or upon
     which any SAR is based shall be determined by the
     Committee in good faith in accordance with such
     procedures as the Committee shall prescribe from time
     to time.  The Committee shall consider those factors
     which the Committee reasonably believes to be relevant
     in determining the fair market value of Shares.
          
          (b)  Exercise of Options.  Each option may be
     exercised in whole or in part at any time or from time
     to time during the exercise period (described below)
     upon written notice from the optionee to IFC,
     accompanied by payment of the purchase price for the
     number of Shares as to which the option is exercised.

XXX   PAGE 29   XXX

               (i)  Payment of Purchased.  Payment of the
          purchase price for the exercise of any options
          granted under the Plan shall be made either in
          cash or cash equivalents on the date of purchase
          or, if lawful, under one or more of the following
          methods:
     
                    (1)  The Committee may permit payment of
               the purchase price by the transfer to IFC, on
               the date of purchase, of that number of
               Shares of IFC previously acquired by the
               optionee the fair market value of which,
               determined by the Committee (plus an
               appropriate amount of cash, if any), is equal
               to the purchase price ;
                    
                 (2)  The Committee may permit payment of the purchase price
               in installments; provided however, that the provisions of
               each installment purchase agreement: (A) shall provide that
               the purchaser, at the purchaser's option, may pay any or all
               such installments at one time, (B) shall comply with all
               applicable credit regulations, if any, then in effect and
               issued or enacted by governmental authority having
               jurisdiction, including Regulation G of the Board of
               Governors of the Federal Reserve System if such Regulation
               is then in effect, (C) shall be established by the Committee
               and shall include a specified rate of interest payable on
               the unpaid balance, and (D)shall require that the
               certificates for Shares purchased pursuant to installment
               arrangement be pledged to IFC.
                    
                    The certificates for Shares purchased
               pursuant to an installment purchase agreement
               will be delivered to the purchaser, who shall
               take title to such Shares and be entitled to
               all voting rights with respect thereto and
               all cash dividends paid thereon, and
               immediately deposited by the purchaser,
               together with a properly executed stock
               power, with the Secretary of IFC to be held
               by IFC as security for the payment of the
               installments of the purchase price, including
               interest.  In the event of the payment by IFC
               of a stock dividend on or the declaration by
               IFC of a stock split with respect to any of
               its Shares held as security pursuant to an
               installment purchase agreement hereunder, the
               pledge under such agreement shall extend to
               the Shares issued in payment of such stock
               dividend or on account of such stock split.
               The purchaser shall deliver to IFC the
               certificates representing the dividend or
               split Shares upon receipt thereof, together
               with a properly executed stock power.  In the
               event that the Shares 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 Shares or other
               assets or both received as a result of such
               transaction shall be substituted for the
               Shares pledged under such agreement; and the
               purchaser shall promptly deliver to IFC any
               certificates issued to represent the Shares
               so changed or reclassified
                    

XXX  PAGE 30   XXX

               and any such other assets, together with a
               properly executed stock power.  If rights to
               subscribe for or purchase Shares or other
               securities shall be issued to holders of
               Shares 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
               Shares, including interest to the date of
               payment, and subject to any requirements
               necessary to comply with Regulation G or
               other applicable credit regulations, the
               purchaser shall be entitled to the return
               from IFC of the certificates so pledged; or

                    (3)  The Committee may provide that
               payment in full of the purchase price need
               not accompany the notice of exercise provided
               the notice of exercise directs 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) 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.
     
               (ii) Withholding of Taxes.  Upon exercise of
          an option subject to withholding taxes, an
          optionee may elect to have IFC withhold from the
          Shares otherwise deliverable to the optionee that
          number of Shares having an aggregate fair market
          value, as of the date of exercise of the option,
          equal to any applicable taxes imposed upon the
          optionee as a result of the exercise of the
          option, and to have that value applied by IFC to
          the payment of the optionee's tax liability.  Such
          election must be made in writing and provided to
          the Secretary of IFC at the time of exercise.  For
          purposes of such election, the fair market value
          of Shares shall be determined by the Committee in
          accordance with the provisions of subparagraph
          6(a).
     
          (c)  Exercise of SARs.  Each SAR may be exercised in whole
     or in part at any time or from time to time during the
     exercise period (described below) upon written notice from
     the grantee to IFC.  Upon receipt of the grantee's written
     notice of exercise with respect to an SAR, the Committee
     shall tender payment for the SAR (as determined pursuant to
     subparagraph 5(b)), less any applicable withholdings for the
     payment of taxes, to such grantee as soon as practicable
     thereafter, unless the Committee and the grantee mutually
     agree to some other method or form of payment.

     7.   Period of Exercise of Option/SAR.

     Subject to the limitations set forth in paragraphs
8,9,10 and 11 below, each option and/or SAR granted under
this Plan shall be exercisable for a
     

XXX   PAGE 31   XXX


period of ten (10) years from date of grant thereof, except
for Incentive Stock Options granted to a 10% Shareholder
which shall be exercisable for a period of five years from
the date of grant.
     

     8.   Limitations on Exercise of Options/SARs.

     Each option and/or SAR granted under this Plan shall be
exercisable by the grantee only in accordance with the
following schedule:
     
          (a)  During the first year following the grant of
     the option and/or SAR, up to 25% of the optioned
     Shares, or Shares represented by the SAR, may be
     exercised;
     
          (b)  During the second year following the grant of
     the option and/or SAR, up to an additional 25% of the
     optioned Shares, or Shares represented by the SAR, may
     be exercised;
     
          (c)  During the third year following the grant of
     the option and/or SAR, up to an additional 25% of the
     optioned Shares, or represented by the SAR, may be
     exercised; and
     
          (d)  After the end of the third year following the
     grant of the option and/or SAR and until the expiration
     of the option and/or SAR, any and all remaining Shares
     under the option, or Shares represented by the SAR, may
     be exercised.
     
     The limitations on exercise set forth above shall be
cumulative; for example, during the second year after the
grant a combined total of 50% of the optioned Shares, or
Shares represented by the SAR may be exercised if none were
exercised during the first year.  The limitations set forth
in this paragraph 8 shall not apply in the event of the
death of a grantee while serving on the Board of Directors
or in the employ of IFC or its subsidiaries.
     
     9.   Death of Grantee.

     In the event of the death of a grantee while serving on
the Board or in the employ of IFC or its subsidiaries, the
options and/or SARs theretofore granted to such grantee
shall be exercisable within a period of twelve (12) months
after the date of death.  In no case shall the period for
exercise extend beyond the expiration date of such option
and/or SAR.

     10.  Termination of Employment or of Service as Outside
Director.

          (a)  In the event that a grantee's employment with IFC or
            its subsidiaries or service as an Outside Director is
            terminated due to disability or retirement, the options
            and/or SARs theretofore granted to such grantee may be
            exercised to the extent that such grantee was entitled to
            exercise the options and/or SARs 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

XXX  PAGE 32   XXX


          expiration date of such option grant and/or SAR.
          So long as a grantee shall continue to serve as an
          Outside Director or continue to be an employee of
          IFC or one or more of its subsidiaries, the
          options and/or SARs granted to the grantee shall
          not be affected by any change of duties or
          position. A change of employment from IFC to a
          subsidiary, from a subsidiary to IFC, from one
          subsidiary to another, or any combination thereof,
          shall not be considered to be a termination of
          employment for purposes of this Plan.  For
          purposes of this subparagraph 10(a),the employment
          of a grantee shall be deemed to have been
          terminated if the grantee retires at his or her
          disability, normal, early, late, special or like
          retirement date, as such retirement dates may be
          defined in any existing retirement plan or plans
          of IFC and its subsidiaries.
     
          (b)  In the event that a grantee's employment with
     IFC or its subsidiaries or the service of an Outside
     Director is terminated due to voluntary resignation,
     the options and/or SARs theretofore granted to such
     grantee may be exercised to the extent that such
     grantee was entitled to exercise the options and/or
     SARs 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 and/or SAR.
     
          (c)  Notwithstanding anything herein to the
     contrary, all outstanding options and/or SARs shall
     immediately terminate without further action on the
     part of IFC in the event of the termination of a
     grantee's employment with IFC or its subsidiaries "for
     cause."
     
          (d)  Whether an authorized leave of absence, or
     absence on military or governmental service, or for any
     other reason, shall constitute a termination of
     employment for purposes of this Plan shall be
     determined by the Committee in its sole discretion,
     which determination shall be final and conclusive.

          (e)  Whether a grantee's employment or service as
     an Outside Director is terminated due to "retirement"
     or "disability" and whether a termination of employment
     is "for cause" shall be determined by the Committee in
     its sole discretion, which determination shall be final
     and conclusive.
     
     11.  Change of Control, Dissolution, and Liquidation.

          (a)  Change of Control.  For purposes of the Plan,
     "change of control event" shall be deemed to have
     occurred if:
     
               (i)  The Company shall become a party to an
          agreement of merger, consolidation, or other
          reorganization pursuant to which the Company will
          be a constituent corporation and the Company will
          not be the surviving or resulting corporation, or
          which will result in less than 50% of the
          outstanding voting securities of the surviving or
          resulting entity being owned by the former
          shareholders of the Company;

XXX   PAGE 33   XXX

               (ii) The Company shall become a party to an
          agreement providing for the sale by the Company of
          all or substantially all of the Company's assets
          to any individual, partnership, joint venture,
          association, trust, corporation, or other entity
          ("Person") which is not a wholly-owned subsidiary
          of the Company;

               (iii)     The Company determines in its sole
          discretion that any Person has become or is
          anticipated to become the beneficial owner,
          directly or indirectly, of securities of the
          Company representing 50% or more of the combined
          voting power of the Company's then outstanding
          securities, the effect of which (as determined by
          the Company in its sole discretion) is to take
          over control of the Company; or

               (iv) The Company determines that during any
          period of two consecutive years, individuals who,
          at the beginning of such period, constituted the
          Board of Directors of the Company, cease, for any
          reason, to constitute at least a majority thereof,
          unless the election or nomination for election for
          each new director was approved by the vote of at
          least two-thirds of the directors then still in
          office who were directors at the beginning of the
          period.

          (b)  Effect of a Change of Control Event.  Upon
     the occurrence of a change of control event, the
     Company shall provide written notice thereof (the
     "Change of Control Notice") to the grantees.  The
     Company shall have the right, but not the obligation,
     to terminate all outstanding options and/or SARs as of
     the 30th day immediately following the date of the
     sending of the Change of Control Notice by including a
     statement to such effect in the Change of Control
     Notice.  Upon delivery of the Change of Control Notice
     and regardless of whether the Company elects to
     terminate the outstanding options and/or SARs, and
     subject to subparagraph 5(a) and paragraph 7 of this
     Plan, the grantees shall have the right to immediately
     exercise all outstanding options and/or SARs 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 and/or SAR.
     
          (c)  Dissolution and Liquidation.  In the event
     the Company adopts all necessary resolutions approving
     a plan to dissolve or liquidate the Company, the
     Company shall provide written notice thereof (the
     "Dissolution Notice") to the grantees.  Upon delivery
     of the Dissolution Notice, and subject to subparagraph
     5(a) and paragraph 7 of this Plan, the grantees shall
     have the right to immediately exercise all outstanding
     options and/or SARs in full during the 30-day period
     immediately following the date of the sending of the
     Dissolution Notice notwithstanding the other terms and
     conditions otherwise set forth in the Plan or in any
     certificate or agreement representing such option
     and/or SAR.  All unexercised options and/or SARs
     outstanding as of the 30th day immediately following
     the date of the sending of the Dissolution Notice shall
     terminate.

     12.  Non-transferability.

XXX   PAGE 34   XXX

          (a)  Incentive Stock Options and SARs granted
     under this Plan shall be non-transferable by the
     grantee, otherwise than by will or pursuant to the laws
     of descent and distribution.  Otherwise, Incentive
     Stock Options and SARs shall be exercisable during the
     grantee's lifetime and only by the grantee.
     
          (b)  Nonqualified Stock Options granted under this
     Plan may be transferred only to a member of the
     immediate family of the grantee, or by will or pursuant
     to the laws of descent and distribution.  Otherwise,
     Nonqualified Stock Options shall be exercisable during
     the grantee's lifetime and only by the grantee.

     13.  Recapitalization

     The aggregate number of Shares that may be the subject
of options and SARs issued hereunder, the number of Shares
covered by and the option price or grant price of each
outstanding option or SAR and each other term of this Plan
that is related to the share capital of the Company as of
the date of adoption of this Plan all shall be
proportionately adjusted for any increase or decrease in the
number of issued and outstanding Shares resulting from a
subdivision or consolidation of Shares or any other capital
adjustment of IFC, the payment of a share dividend, a share
split or any other increase or decrease in the outstanding
Shares effected without receipt of consideration by IFC.  In
the event that, prior to the purchase of all of the Shares
or the exercise of all of the SARs provided for herein,
there shall be a capital reorganization or reclassification
of the capital of IFC resulting in a substitution of other
shares for the IFC Shares, there shall be substituted for
the number of Shares for which each outstanding option could
have been exercised on the effective date of that capital
adjustment the number of substitute Shares that would have
been issued with respect to the Shares then subject to the
option had such Shares been then issued and outstanding, and
appropriate adjustments shall be made to all outstanding
SARs.

     14.  Application of Funds.

     The proceeds received by IFC from the sale of Shares
pursuant to this Plan shall be used for general corporate
purposes.

     15.  Issuance and Terms of Option Certificates.

     Each grant of an option or SAR shall be evidenced by
the delivery to the grantee of an appropriate certificate or
other agreement evidencing the grant and incorporating the
terms and conditions of this Plan.

     16.  Effective Date

     The effective date of this Plan is April 30, 1997,
subject to prior approval by the shareholders of IFC.

     17.  Compliance with Legal Requirements.

          (a)  The Company shall not be required to sell or issue any
            Shares in connection with any option granted under the Plan
            and may postpone the issuance and delivery of certificates
            representing Shares

XXX   PAGE 35   XXX

          until (a) the admission of the option Shares to
          listing on any exchange on which Shares of the
          Company are then listed or, if not so listed,
          qualification of such Shares for inclusion in the
          Nasdaq National Market or such other trading
          market or quotation system on which the Shares of
          the Company are then traded or quoted; and (b) the
          completion of such registration or other
          qualification of the Shares under any state or
          federal law, rule, or regulation as the Company
          shall determine to be necessary or advisable,
          which registration or other qualification the
          Company shall use reasonable efforts to complete.
          Any person acquiring Shares upon the exercise of
          an option may be required to make such
          representations and furnish such information as
          may, in the opinion of the Company, be appropriate
          to permit the Company to determine the necessity
          of registration of the Shares under the Securities
          Act of 1933, as amended, or any similar state
          statute.
     
          (b)  The Plan is intended to qualify for the
     exemption from the short-swing profits liability
     imposed by Section 16(b) under the Securities Exchange
     Act of 1934, as amended, provided by Rule 16b-3 of the
     Securities and Exchange Commission.  To the extent any
     provision of the Plan or any action by the Committee
     does not comply with the requirements of Rule 16b-3, it
     shall be deemed inoperative to the extent permitted by
     law and deemed advisable by the Committee.  In the
     event that Rule 16b-3 is revised or replaced, the
     Committee may exercise its discretion to modify the
     Plan in any respect necessary to satisfy the
     requirements of the revised exemption or its
     replacement, subject to the provision of paragraph 18.

          (c)  Grants of options and/or SARs under the Plan
     are intended to comply with and be construed in
     accordance with the performance-based compensation
     provisions applicable to grants of options and stock
     appreciation rights under Section 162(m) of the Code
     and the regulations thereunder.

     18.  Amendment and Termination.

          (a)  The Board of Directors of IFC may from time
     to time alter, amend, suspend or discontinue the Plan
     with respect to any Shares for which an option has not
     been granted, with respect to any SAR which has not
     been granted, and may modify the Plan to include
     additional equity-based compensation programs; provided
     however, that the Board of Directors may not, without
     further approval by the holders of a majority of the
     issued and outstanding Shares:
     
               (i)  increase the maximum number of Shares or
          SARs which may be issued under the Plan (other
          than to reflect a stock split, stock dividend or
          other recapitalization);
               
               (ii) change the class of shares which may be
          issued under the Plan;
               
               (iii)     change the designation of the
          persons or class of persons eligible to receive
          Shares or SARs under the Plan;
               
XXX   PAGE 36   XXX

               (iv) change the provisions of paragraph 4
          concerning the option price; or
               
               (v)  otherwise modify or change the Plan
          pursuant to Section 424(h) of the Code.
          
          (b)  Unless earlier terminated by the Board of
     Directors pursuant to subparagraph (a) of this
     paragraph 18, this Plan will terminate on the tenth
     anniversary of the date the Plan was adopted by the
     Board of Directors (the "Termination Date").  No
     options or SARs may be granted subsequent to the
     Termination Date.
     
     19.  Miscellaneous.

          (a)  In addition to the requirements of
     subparagraph 17(a), the Committee may require, as a
     condition to the obligation of IFC to issue Shares
     subject to an option, that a grantee represent in
     writing at the time of exercise of an option that he or
     she is purchasing the Shares subject to the option for
     investment purposes and without any present intention
     of selling the same, and to agree that he or she will
     transfer such Shares only in accordance with the
     registration requirements of applicable state and
     federal securities laws and that the certificate
     representing any Shares purchased may bear an
     appropriate notation to that effect.
     
          (b)  Prior to the exercise of an option, the
     grantee shall have no rights as a shareholder with
     respect to any Shares covered by such option.  No
     adjustment shall be made for dividends or other items
     for which the record date is prior to the date of such
     issuance of Shares subject to an option.
     
          (c)  Options and rights granted under the terms of
     the 1992 Stock Option Plan shall remain subject to the
     terms and conditions of that Plan.
     
          (d)  A grantee's right, if any, to continue to
     serve IFC and its subsidiaries as an officer, employee,
     or otherwise shall not be enlarged or otherwise
     affected by the grantee's designation as a participant
     under the Plan.

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