STATE OF INDIANA
                OFFICE OF THE SECRETARY OF STATE CERTIFICATE OF



                     IRWIN UNION CORPORATION




I,  LARRY  A. CONRAD, Secretary of State of the State of Indiana,
hereby  certify  that  Articles of  Incorporation  of  the  above
Corporation,  in the form prescribed by my office,  prepared  and
signed in duplicate by the incorporator(s), and acknowledged  and
verified  by the same before a Notary Public, have been presented
to  me  at my office accompanied by the fees prescribed  by  law;
that  I  have  found such Articles conform to law;  that  I  have
endorsed  my approval upon the duplicate copies of such Articles;
that all fees have been paid as required by law; that one copy of
such Articles has been filed in my office; and that the remaining
copy of such Articles bearing the endorsement of my approval  and
filing  has  been  returned by me to the incorporator(s)  or  his
(their)  representatives; all as prescribed by the provisions  of
the Indiana General Corporation Act, as amended.

Wherefore, I hereby issue to such Corporation this Certificate of
Incorporation,  and further certify that its corporate  existence
has begun.

In Witness Whereof, I have hereunto set any hand and affixed the

seal of the State of Indiana, at the City of Indianapolis, this

31st day of May, 1972


                              Larry A. Conrad, Secretary of State
                    ARTICLES OF INCORPORATION
                               OF

IRWIN UNION CORPORATION

The undersigned incorporator or incorporators, desiring to form a
corporation (hereinafter referred to as the "Corporation")
pursuant to the provisions of the Indiana General Corporation
Act, as amended (herein. after referred to as the "Act,") execute
the following Articles of Incorporation.


                            ARTICLE I
                              Name

The name of the Corporation is Irwin Union Corporation.

                           ARTICLE II

                            Purposes

The purposes for which the Corporation is formed are:
The transaction of any and all lawful business for which

corporations May be incorporated under the Act, including by way

of illustration and not of limitation, the following:

                                          Irwin Union Corporation

                           ARTICLE II

                            Purposes





2.01.     To Act as Holding Company.  To purchase or otherwise
acquire, own and hold the stock of other corporations and equity
interests in other business entities and to direct the operations
of other corporations through the ownership of stock therein and
to direct the operation: of other business entities through the
ownership of equity interests therein.


2.02.      Capacity to Act.  To have the capacity to act
possessed by natural persons, but to have authority to perform
only such acts as are necessary, convenient or expedient to
accomplish the purposes for which it is formed and such as are
not repugnant to law.


2.03.     To Deal in Securities.  To acquire, by purchase,
subscription or otherwise and to receive, hold, own, guarantee,
sell, assign, exchange, transfer, mortgage, pledge or otherwise
dispose of or deal in and with any and all securities (as
hereinafter defined) issued or created by any corporation, firm,
organization, association or other entity, public or private,
whether formed under the laws of the United States of America or
any state or commonwealth thereof, or any foreign country, or by
any agency, subdivision, territory, dependency, possession or
municipality of any of the foregoing, and as owner thereof to
possess and exercise all of the rights, powers and privileges of
ownership, including the right to execute consents and vote
thereon.  The term "securities" as used herein shall mean any and
all notes, stocks, treasury stocks, bonds, debentures, evidences
of indebtedness, certificates of interest or participation in any
profit-sharing agreement, collateral trust certificates, pre
organization certificates or subscriptions, transferable shares,
investment contracts voting trust certificates, certificates of
deposit for a security, fractional undivided interests in oil,
gas or other mineral rights or, in general, any interests or
instruments commonly known as securities or any and all
certificates of interest or participation in temporary or interim
certificates for, receipts for, guarantees of, or warrants or
rights to subscribe to or purchase any of the foregoing.


2.04.     Investment Management. To make, establish and maintain
investments in securities, funds or properties of any nature
whatsoever and manage such funds; to do any and all acts and
things for the preservation, protection, improvement and
enhancement of the value of such property or securities or
designed to accomplish any such purposes.  To make investigations
as to the business affairs and property of corporations,
partnerships and various forms of business enterprises and to
make appraisals and valuations of all kinds and investigate and
render opinions as to the advisability from a financial
standpoint of creating, merging, combining or otherwise dealing
in business enterprise.


Article II, Page One
Irwin Union Corporation


2.05.      Creation of Corporations and Other Entities.  To cause
to be organized under the laws of the United States of America or
of any state, commonwealth, territory, dependency or possession
thereof, or of any foreign country, or of any political
subdivision, territory, dependency, possession or municipality
thereof, one or more corporations, firms, organizations,
associations or other entities, and to cause the same to be
dissolved, wound up, liquidated, merged or consolidated.

2.06.      To Deal in Good Will.  To acquire by purchase or
exchange, or by transfer, or by merger or consolidation with, the
Corporation of any corporation, firm, organization, association
or other entity owned or controlled, directly or indirectly, by
the Corporation, or otherwise to acquire the whole or any part of
the business, good will, rights or other assets of any
corporation, firm, organization, association or other entity and
to undertake or assume in connection therewith the whole or any
part of the liabilities and obligations thereof and to effect any
such acquisition in whole or in part by delivery of cash or other
property, including securities issued by the Corporation or by
any other lawful means.

2.07.      To Engage in Lending.  To make loans and give other
forms of credit including, but not limited to, financing,
factoring and leasing, with or without security, and to negotiate
and make contracts and agreements in connection therewith and to
sell and underwrite credit insurance and life, property and
liability insurance, directly or through subsidiaries.

2.08.  To Aid Subsidiaries.  To aid by loans, subsidy, guaranty
or in any other lawful manner any corporation, firm,
organization, association or other entity of which any securities
(as that term is defined in section 2.03 hereof) are in any
manner, directly or indirectly, held by the Corporation or in
which the Corporation or any such corporation, firm,
organization, association or entity may be or become otherwise
interested; to guarantee the payment of dividends on any stock
issued by any such corporation, firm, organization, association
or entity; to guarantee or, to assume, with or without recourse
against any such correlation, firm, organization, association or
entity, to do any and all other acts and things for the
enhancement, protection or preservation of any securities which
are in any manner, directly or indirectly, held , guaranteed or
assumed by the Corporation, and to do any and all acts and things
designed to accomplish any such purpose.

2.09.  To Provide Services.  To render service, assistance,
counsel and advice to and act as representative or agent in any
capacity, (whether managing, operating, financial, purchasing,
selling, advertising or otherwise) for any corporation, firm,
organization, association or other entity and to gather, compile
and disseminate information, data and advice in respect to
matters of commercial, financial, statistical and business nature
and to act as consultants, counselors and advisors.


Article II, Page Two

Irwin Union Corporation


2.10.  To Deal in Real Estate.  To acquire by purchase, exchange,
lease as lessee, let as lessor, sell, convey, or mortgage,
whether alone or in conjunction with others, real estate of every
kind, including, without limiting the generality of the
foregoing, the design, development, management, acquisition, and
operation of commercial, mercantile and service structures and
facilities of every character, recreational structures and
facilities, residential properties and structures, and mobile
home parks.
2.11.  To Deal in Personal Property.  To acquire (by purchase,
exchange, lease, hire or otherwise), hold, mortgage, pledge,
hypothecate, exchange, sell, deal in and dispose of, at wholesale
or retail, alone or in syndicates or otherwise in conjunction
with others, commodities or other personal property of every
kind, character and description and wherever situated, and any
interest therein.
2.12.     To Deal in its Own Securities.  To acquire (by
purchase, exchange, lease, hire or otherwise), hold, sell,
transfer, reissue, or cancel its own shares, or any securities or
other obligations of the Corporation, in the manner and to the
extent now or hereafter permitted by the laws of Indiana, except
that the Corporation shall not use its funds or other assets for
the purchase of its own shares if such use would cause any
impairment of the capital of the Corporation, and except that its
own shares beneficially owned by the Corporation shall not be
voted directly or indirectly.
2.13.     To Make Contracts.  To enter into, make, perform and
carry out, or cancel and rescind, contracts for any lawful
purposes to its business.
12.14.  To Enter into Partnerships.  To enter into any lawful
arrangement for sharing profits, union of interest, reciprocal
association or cooperative association with any corporation,
association, partnership individual or other entity, for the
carrying on of any business, transaction, or venture, which the
Corporation is authorized to carry on or any business,
transaction, or venture deemed necessary, convenient or
incidental to carrying out of any of the purposes of the
Corporation.
2.15.     To Engage in Business Generally.  To engage in any
commercial, financial, mercantile, industrial, manufacturing,
marine, exploration, mining, agricultural, research, licensing,
servicing or agency business not prohibited by law and any, some
or all of the foregoing.
2.16.     To-Borrow Money.  To borrow money for any business
object or purpose of the Corporation from time to time without
limit as to amount, to issue any kind of indebtedness, whether or
not in connection with borrowing money, including evidences of
indebtedness convertible into stock of the Corporation, to secure
the payment of any evidence of indebtedness by the creation of
any interest in any of the property or rights of the Corporation,
whether at that time owned or thereafter acquired.


Article-II, Page Three

                                           Irwin Union
Corporation
2.17.     To Execute Guarantees.  To make any guarantee
respecting stocks, dividends, securities, indebtedness, interest,
contracts or other obligations.

2.18.     Stated Capital; Consideration for Shares.  To determine
the amount of the stated capital and increase or reduce stated
capital and determine the consideration to be received for shares
issued from time to time.
2.19.  Rights, Privileges and Powers.  Subject to any limitations
or restrictions imposed by law or by these Articles of
Incorporation, to have and exercise all the rights, privileges
and powers specified in or permitted under the Indiana General
Corporation Act.
2.20.  General Powers.  To do everything necessary, proper,
advisable or convenient for the accomplishment of any of the
purposes or the attainment of any of the objects of the
furtherance of any of the powers herein set forth and to do every
other act and thing incident thereto or connected therewith which
is not forbidden by the laws of the State of Indiana or by the
provisions of these Articles of Incorporation
2.21.  Construction.  The foregoing sections shall be construe as
purposes as well as powers and the matters expressed in each
section shall, unless otherwise expressly provided, be in no way
limited by reference to or inference from the terms of any other
section, each of such sections being regarded as creating
independent purposes and powers The enumeration shall not be
construed as limiting or restricting in any manner either the
meaning or general terms used in any of the sections or the scope
of the general powers of the Corporation created thereby.  The
enumeration herein of any specific purposes or powers shall not
be held to limit or restrict in any manner the exercise by the
Corporation of the general powers now or hereafter conferred by
the laws of the state of Indiana nor shall the expression of one
thing be deemed to exclude another not expressed, whether or not
it be of like nature.  The titles contained herein are solely for
convenience and are not to be considered in construing the
various sections.
2.22.  Limiting Clause.  Nothing in this article shall be

construed to authorize the conduct by the Corporation, directly

or indirectly, of a rural loan and savings association, credit

union or a banking, railroad, insurance, surety, trust, safe

deposit, mortgage guarantee or building and loan business or

receiving deposits or money, bullion or foreign coins or of

issuing bills, notes, or other evidences of debt or circulation

as money; provided, however, that the Corporation may own, create

or otherwise acquire all or part of the issued and outstanding

stock of corporations lawfully engaged in any of such activities.





Article II, Page Four

                           ARTICLE III
                       Period of Existence

The period during which the Corporation shall continue is
perpetual.



                           ARTICLE IV
               Resident Agent and Principal Office

Section 1. Resident Agent.  The name and address of the Resident
Agent in charge of the Corporation's principal office is John A.
Nash, 500 Washington Street, Columbus, Indiana  47201.
Section 2. Principal Office.  The post office address of the
principal office of the Corporation is 500 Washington Street,
Columbus, Indiana  47201


                            ARTICLE V

                             Shares

Section 1. Number.  The total number of shares which the
Corporation has authority to issue is 1,000 shares consisting of
500 common shares with the par value of $10.00 per shares, and
500 preferred shares without par value.
Section 2. Terms.

(see attached)
Section 3. Voting Rights.

(sec attached)

                     Irwin Union Corporation

                            ARTICLE V

2.  Terms                Shares

5.20.     Classes.  The authorized shares of the Corporation (the
"Shares")shall be divided into two classes consisting of 500
common shares par value $10, (the "Common Shares") and 500
preferred shares without par value (the "Preferred Shares").


5.21.     Rights.


5.211.    Common Shares.  All Common Shares shall have the same
rights and privileges.  Common Shareholders shall have no
preemptive rights.


5.212.    Preferred Shares.  The Board of Directors is expressly
authorized at any time, and from time to time, by resolution, to
determine and state the designations, relative rights,
preferences, limitations and restrictions of any class or classes
of Preferred Shares, or of any series of any class or classes
thereof, and to authorize the issuance of such Preferred Shares
upon compliance prior to the issuance of any such Preferred
Shares with the applicable provisions of the Act.


5.22.     Dividends.  Dividends or distributions may be declared
and paid upon outstanding Shares at the discretion of the Board
of Directors from time to time out of earned surplus or capital
surplus of the Corporation.  Dividends payable on the Shares of
any class of Shares or series thereof may be paid to the holders
of Shares of that or any other class of Shares or series thereof.


5.23.     Issuance of and Consideration for Shares.  Shares may
be issued for such consideration as may be fixed from time to
time by the Board of Directors, which consideration may be equal
to, less than or more than the par value thereof.  The judgment
of the Board of Directors as to (i) the value of any property or
services received in full or partial payment for Shares, and (ii)
as to the value of the corporate assets in the event of a Share
dividend, shall be conclusive.  When Shares are issued upon
payment of the consideration fixed by the Board of Directors,
such Shares shall be taken to be fully paid stock and shall be
nonassessable.

5.24.     Partial Distributions.  The Board of Directors may make
distributions to Shareholders out of capital surplus from time to
time to the extent permitted by law.

5.25.     Facsimile Signatures.  Facsimile signatures may be used
in lieu of the manual signature of an officer or director of the

Corporation.  In case any officer of director who has signed or

whose facsimile signature has been placed upon any share

certificate or other document issued by this Corporation shall

have ceased to be such an officer or director before such

certificate or other document is used , such certificate or other

document may be issued by the Corporation with the same effect as

if such person were an officer at the date of its issue.



Article V, Page One

                                          Irwin Union Corporation
5.26.     Transfer of Shares.  Transfer of shares shall be
governed by the By-Laws of the Corporation subject to applicable
law.

3.   Voting Rights.

5.30.     Voting Rights.

5.301.  Common Shares.  Every holder of the Common Shares of the
Corporation shall have the right at every Shareholders' meeting,
to one vote for each Common Share standing in his name on the
books of the Corporation.

5.302.  Preferred Shares.  Holders of Preferred Shares shall have
no right to vote upon any question except as shall be
affirmatively provided in the Act, or in the remaining sections
of this article.

5.31.     No Greater Requirements.  Nothing in these Articles
shall be deemed to require any greater portion of the Shares to
concur in any action taken by the Shareholders than is required
by law.

5.32.     Record Date.  The By-Laws may provide for a record date
for determining Shareholders entitled to receive payment of
dividend or for determining Shareholders for any other purpose.

5.33.     Mergers and Consolidations.  Any class of Shares of
this Corporation shall be entitled to vote as a class if the
agreement of merger or consolidation contains any provision
which, if contained in a proposed amendment to the Articles of
Incorporation of the Corporation, would entitle such class of
Shares to vote as a class.

5.34.     Voting on Special Corporate Transactions.  In voting on
adoption of any proposal for a special corporate transaction or
for dissolution of the Corporation, all Shares shall vote as a
single class and no Shares shall be entitled to vote as a
separate class.

5.35.     Mergers With Subsidiaries.  Nothing herein contained
shall limit the power of the Corporation or prescribe the
procedures to be followed in any merger or consolidation of any
subsidiary of this Corporation, ninety-five percent (95%) (or
such lesser percentage as may hereafter be prescribed by law) or
more of the outstanding Shares of which subsidiary are owned by
this Corporation and any such merger or consolidation of any such
subsidiary may be accomplished by the Board of Directors of this
Corporation in the manner prescribed by law.
5.36.  Class Voting.  If the holders of any class of Shares are
entitled to vote as a class, the proposal shall be adopted upon
receiving the affirmative vote of the holders of at least a
majority (or such greater proportion as these Articles of
Incorporation may require)  of the Shares of each class of Shares
entitled to vote thereon as a class and of the total Shares
entitled to vote thereon.
Article V, Page Two
                           ARTICLE VI
              Requirements Prior To Doing Business

The Corporation will not commence business until consideration of
the value of at least $1,000.00 (one thousand dollars) has been
received for the issuance of shares.


                           ARTICLE VII
                           Director(s)
Section 1.  Number of Directors.  The initial Board of Directors
is composed 3 member(s).  The number of directors may be from
time to time fixed by the By-Laws of the Corporation at any
number.  In the absence of a By-Law fixing the number of
directors, the number shall be three.

Section 2. Names and Post Office Addresses of the Director(s).
The name(s) and post office addressees) of the initial Board of
Director(s) of the Corporation is (are):

Name             Number and Street or Building      City
State  ZipCode

Paul N. Dinkins          500 Washington Street    Columbus,

Indiana 47201

John A. Nash   500 Washington Street       Columbus, Indiana47201
Greg W. Rush   500 Washington Street       Columbus, Indiana
47201




Section 3.  Qualifications of Directors. (If Any)

No qualifications are prescribed by these Articles.


                          ARTICLE VIII
                         Incorporator(s)

The name(s) and post office addressees) of the incorporator(s) of

the Corporation is (are):

Name    Number and Street or Building   City      State     Zip

Code

Irwin Miller 301 Washington Street      Columbus, Indiana  47201

Paul N. Dinkins                         500 Washington Street

Columbus, Indiana  47201

John A. Nash   500 Washington Street    Columbus, Indiana  47201





                           ARTICLE IX
              Provisions for Regulation of Business
              and Conduct of Affairs of Corporation

                          (see attached)

                                                Irwin Union

Corporation

                           ARTICLE IX

              Provisions for Regulation of Business
              and Conduct of Affairs of Corporation

9.01.     Code of By-Laws.  The Board of Directors of the
Corporation shall have power, without the assent of the
Shareholders, to make, alter, amend or repeal the Code of By-Laws
of the Corporation, but the affirmative vote of a majority of the
members of the Board of Directors for the time being shall be
necessary to make such Code or to effect any alteration,
amendment or repeal thereof.  All provisions for the regulation
of business and management of the affairs of the Corporation
shall be stated in the By-Laws.

9.02.     Meetings of Shareholders.  Meetings of the Shareholders
of the Corporation shall be held at such place within or without
the State of Indiana as may be specified in the respective
notices or waiver: of notice thereof or as specified in the By
Laws.

9.03.     Meetings of Directors.  Meetings of the Board of
Directors and committees thereof of the Corporation shall be held
at such place within or without the State of Indiana as may be
specified in the respective notices or waivers of notice thereof
or as specified in the By-Laws.  The By-Laws shall prescribe the
manner in which notice of such meetings may be given and the time
before such meeting in which such notice shall be given, unless
waived.

9.04.     Interest of Directors in Contracts.  Any contract or
other transaction between the Corporation and any corporation in
which this Corporation owns all or a part of the capital stock
shall be valid and binding notwithstanding the fact that the
officers and/or directors executing the contract on behalf of
this Corporation are the same or a majority of them are the same
or the participating directors or officers are the same.  With
the exception provided above, any contract or other transaction
between the Corporation and any one or more of its directors or
between the Corporation and any firm of which one or more of its
directors are members or employees or in which they are
interested or between the Corporation and any corporation or
association in which one or more of its directors are
stockholders, members, directors, officers or employees or in
which they are interested, shall be valid for all purposes
notwithstanding the presence of such director or directors at the
meeting of the Board of Directors which acts upon or in reference
to such contract or transaction and notwithstanding his or their

participate in such action if the fact of such interest shall be

disclosed or known to the Board of Directors and the Board of

Directors shall authorize, approve and ratify such contract or

transaction by a vote of the majority of the directors present,

such interested director or directors to be counted in

determining whether a quorum is present but not to be counted in

calculating the majority of such quorum necessary to carry such

vote.  This section shall not be construed to invalidate any

contract or other transaction which would otherwise be valid

under the common and statutory law applicable thereto.



Article IX, Page One

Irwin Union Corporation

9.05.     Indemnification of Directors, Officers and Employees.
9.051.  "Liability" "Expense."  As used in this section 9.05 the
terms "liability" and "expense" shall include but shall not be
limited to attorneys' fees and disbursements and amounts of
judgment, fines or penalties against and amounts paid in
settlement by the directors, officers or employees.


9.052.  "Claim." As used in this section 9.05, the term "claim"
'shall include: (i) any claim, action, suit or proceeding,
whether actual or threatened, brought by or in the right of this
Corporation or another corporation or otherwise, civil, criminal
or administrative or in connection with an investigation or
appeal relating thereto, (ii) against a person who is or was a
director, officer or employee of this Corporation or a person who
was serving as a director, officer or employee of any other
corporation at the request of this Corporation, and (iii) which
is asserted against or threatened against him, as a party or
otherwise, by reason of his having been a director, officer or
employee of this Corporation or such other corporation or by
reason of any past or future action taken or not taken in his
capacity as such director, officer or employee, whether or not he
continues to be such at the time the claim is asserted or
threatened.


9.053.  Indemnity.  Any such director, officer or employee who
has been wholly successful on the merits or otherwise with
respect to any claim of the character described herein shall be
entitled to indemnification as of right.  Except as provided in
the preceding sentence, any indemnification hereunder shall be
made at the discretion of the Corporation but only if (i) the
Board of Directors acting by a quorum consisting of directors who
are not parties to or who have been wholly successful with
respect to such claim, action, suit or proceeding shall find that
the person to be indemnified acted in good faith in what he
reasonably believed to be the best interests of this Corporation
or such other corporation, as the case may be, and, in addition,
in any criminal action or proceeding (which shall not be deemed
to include civil, administrative or investigative actions or
proceedings in which conduct which violates a criminal statute is
alleged) he had no reasonable cause to believe that his conduct
was unlawful, or (ii) independent legal counsel (who may be
regular counsel of the Corporation) shall deliver to it its
written opinion that the person to be indemnified so acted.





Article IX, Page Two
                                           Irwin Union
Corporation
9.054.  No Presumption.  The termination of any claim by
judgment, settlement (whether with or without court approval)or
conviction or upon a plea of guilty or of nolo contendere or its
equivalent shall not create a prescription that the person to be
indemnified did not meet the standard of conduct set forth in
section 9.053.
9.055.  Several Claims.  If several claims, issues or matters of
ac ion are involved, any such person may be entitled to
indemnification as to some matters even though he ! is not
entitled as to other matters.
9.056.  Advances.  The Corporation may advance expenses @to or,
where appropriate, may at its expense undertake the ,defense of
any such director, officer or employee upon receipt of an
undertaking by or on behalf of such person to repay such expenses
if it should ultimately be determined that he is not entitled to
indemnification under this section 9.05.
9.057.  Applicability.  The provisions of this section 9.05shall
be applicable to claims, actions, suits or proceedings made or
commenced after the adoption hereof, whether arising from acts or
omissions to act during, before or after the adoption hereof.
9.058.  Extent of Rights.  The rights of indemnification provided
hereunder shall be in addition to any rights to which any person
concerned may otherwise be entitled by contract or as a matter of
law and shall inure to the benefit of the heirs, executors and
administrators of any such person.
9.59.     Insurance.  The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director,
officer, employee or agent of the Corporation or is or was
serving at the request of the-Corporation as a director, officer,
employee or agent of another corporation against any liability
asserted against him and incurred by him in any capacity or
arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability
under the provisions of this section 9.05 or otherwise
9.06.  Abandoned Property.  After it remains unclaimed for a
period of six years, any stock or other certificate of ownership,
or any dividend, profit, distribution, interest, payment or
principal or other property held by this Corporation or owing by
this Corporation for the six consecutive years last passed shall
revert to and become the property of this Corporation.  The
secretary shall prepare a written claim of the Corporation to
such fund, claim, income or property before the end of the
seventh year after its appropriate due date,, distribution date
or delivery date.
Article IX, Page Three
                                          Irwin union Corporation
9.07.     Partnerships.  The Board of Directors shall have the
power to authorize the Corporation to enter into partnerships or
any other lawful arrangement for the sharing of profits, union of
interest, reciprocal association, cooperative association,
partnership, joint venture or syndicate with any corporation,
association, partnership, individual, firm or other legal entity
for the purpose of carrying on any lawful business.
9.08. Committees.  The By-Laws may provide for an executive
committee and other committees, which shall have the fullest
authority to act for the Board of Directors permitted under the
laws of Indiana.
9.09.  Removal of Directors.  The Shareholders shall have no
power to remove directors during their terms of office.  Any
director may be removed for specific cause found and determined
by a vote of not less than two-thirds (2/3) of the entire Board
of Directors at any time.
9.10.  Term of Directors.  When the Board of Directors consist of
nine (9) or more directors, the By-Laws may specify that the
director shall be apportioned into two or more classes whose
terms of office shall expire at different times, but no term
shall continue longer than three (3) years.
9.ll.  Amendment of Articles of Incorporation.  The Corporation


reserves the right to alter, amend and repeal any provisions


contained in these Articles of Incorporation in the manner now or


hereafter prescribed by the provisions of the Act or any other


pertinent enactment of the General Assembly of the State of


Indiana and all rights and powers conferred hereby on


Shareholders, directors and officers of the Corporation are


subject to such reserved right.








Article IX, Page Four


IN WITNESS WHEREOF, the undersigned, being the incorporator(s)

designated in Article VIII, execute these Articles of

Incorporation and certify to the truth of the facts herein

stated, this 30th day of May, 1972.







/s/ Irwin Miller                        /s/Paul N. Dinkins
-------------------------               -----------------------

Irwin Miller                       Paul N. Dinkins
-------------------------               -----------------------

                                   /s/ John A. Nash -------------
                                   ----------


STATE OF INDIANA
ss:
COUNTY OF Bartholomew

I, the undersigned, a Notary Public duly commissioned to take
acknowledgments and administer oaths in State of Indiana, certify
that John A. Nash in the I being one
of the incorporator(s) referred to in Article VTII of the
foregoing Articles of Incorporation, personally appeared before
me; acknowledged the execution thereof; and swore to the truth of
the facts therein stated.


Witness my hand and Notarial Seal this 30 day of May, 1972

                                   /s/ Antoinette Frenzer
                                   ----------------------------
                                   Antoinette Frenzer
                                   ------------------------------
-
                                   (Printed Signature)


My Commission Expires:                  Notary Public

December 23, 1972

This instrument was prepared by Donald W. Buttrey, Stephen J.
Dutton, Attorneys at Law,

McHALE, COOK & WELCH, 906 Chamber of Commerce Building,

Indianapolis, Indiana 46204



                        STATE OF INDIANA

                OFFICE OF THE SECRETARY OF STATE CERTIFICATE OF

        AMENDED ARTICLES OF INCORPORATION

                               OF

                     IRWIN UNION CORPORATION





I, Larry A. Conrad, Secretary of the State of Indiana, hereby
certify that Amended Articles of Incorporation for the above
Corporation, in the form prescribed bv my office, prepared and
signed in duplicate in accordance with "An Act concerning
domestic and foreign corporations for profit, providing penalties
for the violation hereof, and repealing all laws or parts of laws
in conflict herewith," approved March 16, 1929, and Acts
supplemental thereto.


Whereas,  upon due examination, I find that the Amended Articles
of  Incorporation conform to law, and have endorsed my  approval
upon  the duplicate copies of such Articles; that all fees  have
been  paid  as  required by law; that one copy of such  Articles
bearing  the  endorsement of my approval  and  filing  has  been
returned by me to the Corporation.


In Witness Whereof, I have hereunto set my hand  and affixed the
seal  of the State of Indiana at the City of Indianapolis,  this
29th day of December, 1972.


Larry A. Conrad, Secretary of State

                AMENDED ARTICLES OF INCORPORATION OF


                     Irwin Union Corporation
The undersigned officers of Irwin Union Corporation (hereinafter
referred to as the "Corporation") existing pursuant to the
provisions of The Indiana General Corporation Act, as amended
(hereinafter referred to as the "Act"), desiring to give notice
of corporate action effectuating certain Amendments of its
Articles of Incorporation by the adoption of new Amended Articles
of Incorporation to supersede and take the place of its
heretofore existing Articles of Incorporation, certify the
following facts:


                            ARTICLE I

                  Text of the Amended Articles

The exact text of the entire Articles of Incorporation of the
Corporation, as amended (hereinafter referred to as the "Amended
Articles"), now is as follows:

                     See Exhibit A attached.





                           ARTICLE III
                       Period of Existence

    The period during which the Corporation shall continue is
                           Perpetual.



                           ARTICLE IV
               Resident Agent and Principal Office

Section 1.  Resident Agent.  The name and address of the Resident
Agent in charge of the Corporation's principal office is John A.
Nash, 500 Washington Street, Columbus, Indiana  47201

     Section 2. Principal Office.  Me post office address of the
principal office of the Corporation is 500 Washington Street,
Columbus, Indiana  47201

                            ARTICLE V
                             Shares
     Section 1. Number.  The total number of shares which the
Corporation has authority to issue consisting of 500,000 common
shares with the par value of $10.00 per shares, and 50,000
preferred shares without par value.


Section 2. Terms.

(see attached)

Section 3. Voting Rights.

(see attached)

                                        Irwin Union Corporation

                            ARTICLE V

2. Terms                      Shares

5.20.     Classes.  The authorized shares of the Corporation (the
"Shares")shall be divided into two classes consisting of 500,000
common shares, par value $10, (the "Common Shares") and 50,000
preferred, shares without par value (the "Preferred Shares").


5.21.      Rights.


5.211.     Common Shares.  All Common Shares shall have the same
rights and privileges.  Common Shareholders shall have no
preemptive rights.


5.212.     Preferred Shares.  The Board of Directors is expressly
authorized at any time, and from time to time, by resolution, to
determine and state the designations, relative rights,
preferences, limitations and restrictions of any class or classes
of Preferred Shares, or of any series of any class or classes
thereof, and to authorize the issuance of such Preferred Shares
upon compliance prior to the issuance of any such Preferred
Shares with the applicable provisions of the Act.


5.22.     Dividends.  Dividends or distributions may be declared
and paid upon outstanding Shares at the discretion of the Board
of Directors from time to time out of earned surplus or capital
surplus of the Corporation.  Dividends payable on the Shares of
any class of Shares or series thereof may be paid to the holders
of Shares of that or any other class of Shares or series thereof.


5.23.     Issuance of and Consideration for Shares.  Shares may
be issued for such consideration as may be fixed from time to
time by the Board of Directors, which consideration may be eaual
to, less than or more than the par value thereof.  The judgment
of the Board of Directors as to (i) the value of any property or
services received in full or partial payment for Shares, and (ii)
as to the value of the corporate assets in the event of a Share
dividend, shall be conclusive.  When Shares are issued upon
payment of the consideration fixed by the Board of Directors,
such Shares shall be taken to be fully paid stock and shall be
nonassessable.


5.24.     Partial Distributions.  The Board of Directors may make
distributions to Shareholders out of capital surplus from time to
time to the extent permitted by law.


5.25.     Facsimile Signatures.  Facsimile signatures may be
used in lieu of the manual signature of an officer or director of
the
Corporation.  In case any officer or director who has signed or
whose
facsimile signature has been placed upon any share certificate or
other document issued by this Corporation shall have ceased to be
such an officer or director before such certificate or other
document is used, such certificate or other document may be
issued by the Corporation with the same effect as if such person
were an officer at the date of its issue.
Article V, Page One

                                          Irwin Union Corporation
5.26.     Transfer of Shares.  Transfer of Shares shall be
governed by the By-Laws of the Corporation subject to applicable
law.

3.  Voting Rights

5.30.     Voting Rights.

5.301.    Common Shares.  Every holder of the Common Shares of
the Corporation shall have the right at every Shareholders'
meeting, to one vote for each Common Share standing in his name
on the books of the Corporation.

5.302.    Preferred Shares.  Holders of Preferred Shares shall
have no right to vote upon any question except as shall be
affirmatively provided in the Act, or in the remaining sections
of this article.

5.31.     No Greater Requirements.  Nothing in these Articles
shall be deemed to require any greater portion of the Shares to
concur in any action taken by the Shareholders than is required
by law.

5.32.     Record Date.  The By-Laws may provide for a record date
for determining Shareholders entitled to receive payment of any
dividend or for determining Shareholders for any other purpose.

5.33.     Mergers and Consolidations.  Any class of Shares of
this Corporation shall be entitled to vote as a class if the
agreement of merger or consolidation contains any provision
which, if contained in a proposed amendment to the Articles of
Incorporation of the Corporation, would entitle such class of
Shares to vote as a class.

5.34.     Voting on Special Corporate Transactions.  In voting on
adoption of any proposal for a special corporate transaction or
for dissolution of the Corporation, all Shares shall vote as a
single class and no Shares shall be entitled to vote as a
separate class.

5.35.     Mergers With Subsidiaries.  Nothing herein contained
shall limit the power of the Corporation or prescribe the
procedures to be followed in any merger or consolidation of any
subsidiary of this Corporation, ninety-five percent (95%) (or
such lesser percentage as may hereafter be prescribed by law) or
more of the outstanding Shares of which subsidiary are owned by
this Corporation and any such merger or consolidation of any such
subsidiary may be accomplished by the Board of Directors of this
Corporation in the manner prescribed by law.

5.36.     Class Voting.  If the holders of any class of Shares
are entitled to vote as a class, the proposal shall be adopted
upon receiving the affirmative vote of the holders of at least a
majority (or such greater proportion as these Articles of
Incorporation may require) of the Shares of each class of Shares
entitled to vote thereon as a class and of the total Shares
entitled to vote thereon.

Article V, Page Two
                           ARTICLE VI
              Requirements Prior To Doing Business

The stated capital of the Corporation is at least $1000.00.

                           ARTICLE VII
                           Director(s)

Section 1. Number of Directors.  The Board of Directors is
composed of 16 member(s) The number of directors may be from time
to time fixed by the By-Laws of the Corporation at any number.
In the absence of a By-Law fixing the number of directors, the
number shall be sixteen.

Section 2. Names and Post Office Addresses of the Director(s).
The name(s) and post office addressees) Of the Board of
Director(s) of the Corporation (are):

Name Number and Street or Building city State Zip Code
Eugene I. Anderson       500 Washington Street, Columbus, Indiana
47201
Paul N. Dinkins               500 Washington Street, Columbus,
Indiana 47201
George Doup                   500 Washington Street, Columbus,
Indiana 47201
Edward E. Edwards             500 Washington Street, Columbus,
Indiana 47201
Harry J. Embry           500 Washington Street, Columbus, Indiana
47201
Lowell E. Engelking      500 Washington Street, Columbus, Indiana
47201
Frank C. Forster         500 Washington Street, Columbus, Indiana
47201
Clarence 0. Hamilton     500 Washington Street, Columbus, Indiana
47201
William R. Laws, Jr.     500 Washington Street, Columbus, Indiana
47201
Irwin Miller             301 Washington Street, Columbus, Indiana
47201
John A. Nash             500 Washington Street, Columbus, Indiana
47201
Paul H. Pardieck         500 Washington Street, Columbus, Indiana
47201
Charles A. Rau           500 Washington Street, Columbus, Indiana
47201
Carl M. Reeves           500 Washington Street, Columbus, Indiana
47201
Albert H. Schumaker      500 Washington Street, Columbus, Indiana
47201
E.   Don Tull            500 Washington Street, Columbus, Indiana
47201

           Section 3. Qualifications of Directors. (If Any)
No qualifications are prescribed by these Articles.


                          ARTICLE VIII
                          Incorporators

The name(s) and post office addressees) of the    of the
Corporation (are): President and Executive Vice President,
Secretary
Name           Number and Street or Building     City
State Zip Code

Paul N. Dinkins 500 Washington Street,            Columbus,
Indiana 47201
(President)

John A. Nash   500 Washington Street,             Columbus,
Indiana 47201
(Executive Vice President, Secretary)

                           ARTICLE IX
              Provisions for Regulation of Business
              and Conduct of Affairs of Corporation

                         (See attached)

                                          Irwin Union Corporation

                           ARTICLE IX

              Provisions for Regulation of Business
              and Conduct of Affairs of Corporation

9.01.     Code of By-Laws.  The Board of Directors of the
Corporation shall have power, without the assent of the
Shareholders, to make, alter, amend or repeal the Code of By-Laws
of the Corporation, but the affirmative vote of a majority of the
members of the Board of Directors for the time being shall be
necessary to make such Code or to effect any alteration,
amendment or repeal thereof.  All provisions for the regulation
of business and management of the affairs of the Corporation
shall be stated in the By-Laws.

9.02.     Meetings of Shareholders.  Meetings of the Shareholders
of the Corporation shall e held at such place within or without
the State of Indiana as may be specified in the respective
notices or waivers of notice thereof or as specified in the By
Laws.

9.03.     Meetings of Directors.  Meetings of the Board of
Directors and committees thereof of the Corporation shall be held
at such place within or without the State of Indiana as may be
specified in the respective notices or waivers of notice thereof
or as specified in the By-Laws.  The By-Laws shall prescribe the
manner in which notice of such meetings may be given and the time
before such meeting in which such notice shall be given, unless
waived.

9.04.     Interest of Directors in Contracts.  Any contract or
other transaction between the Corporation and any corporation in
which this Corporation owns all or a part of the capital stock
shall be valid and binding notwithstanding the fact that the
officers and/or directors executing the contract on behalf of
this Corporation are the same or a majority of them are the same
or the participating directors or officers are the same.  With
the exception provided above, any contract or other transaction
between the Corporation and any one or more of its directors or
between the Corporation and any firm of which one or more of its
directors are members or employees or in which they are
interested or between the Corporation and any corporation or
association in which one or more of its directors are
stockholders, members, directors, officers or employees or in
which they are interested, shall be valid for all purposes
notwithstanding the presence of such director or directors at the
meeting of the Board of Directors which acts upon or in reference
to such contract or transaction and notwithstanding his or their
participation such action if the fact of such interest shall be
disclosed or known to the Board of Directors and the Board of
Directors shall authorize, approve and ratify such contract or
transaction by a vote of the majority, of the directors present,
such interested director or directors to be counted in
determining whether a quorum is present but not to be counted in
calculating the majority of such quorum necessary to carry such
vote.  This section shall not be construed to invalidate any
contract or other transaction-which would otherwise be valid
under the common and statutory, law applicable thereto.
Article IX, Page One
                                         Irwin Union Corporation
       9.05.   Indemnification of Directors, Officers and
Employees.

9.051.    "Liability;" "Expense;" As used in this section 9.05
The terms "liability" and "expense" shall include but shall not
be limited to attorneys' fees and disbursements and amounts of
judgment, fines or penalties against and amounts paid in
settlement by the directors, officers or employees.

9.052.    "Claim." As used in this section 9.05, the term "claim"
shall include: (i) any claim, action, suit or proceeding, whether
actual or threatened, brought by or in the right of this
Corporation or another corporation or otherwise, civil, criminal
or administrative or in connection with an investigation or
appeal relating thereto, (ii) against a person who is or was a
director, officer or employee of this Corporation or a person who
was serving as a director, officer or employee of any other
corporation at the request of this Corporation, and (iii) which
is asserted against or threatened against him, as a party or
otherwise, by reason of his having been a director, officer or
employee of this Corporation or such other corporation or by
reason of any past or future action taken or not taken in his
capacity as such director, officer or employee, whether or not he
continues to be such at the time the claim is asserted or
threatened.

9.053.    Indemnity.  Any such director, officer or employee who

has been wholly successful on the merits or otherwise with

respect to any claim of the character described herein shall be

entitled to indemnification as of right.  Except as provided in

the preceding sentence, any indemnification hereunder shall be

made at the discretion of the Corporation but only if (i) the

Board of Directors acting by a quorum consisting of directors who

are not parties to or who have been wholly successful with

respect to such claim, action, suit or proceeding shall find that

the person to be indemnified acted in good faith in what he

reasonably believed to be the best interests of this Corporation

or such other corporation, as the case may be, and, in addition,

in any criminal action or proceeding (which shall not be deemed

to include civil, administrative or investigative actions or

proceedings in which conduct which violates a criminal statute is

alleged) he had no reasonable cause to believe that his conduct

was unlawful, or (ii) independent legal counsel (who may be

regular counsel of the Corporation) shall deliver to it its

written opinion that the person to be indemnified so acted..





Article IX, Page Two

                                   Irwin Union Corporation
9.054.    No Presumption.  The termination of any claim by
judgment, settlement (whether with or without court approval)or
conviction or upon a plea of guilty or of nolo contendere or its
equivalent shall not create 8L prescription that the person to be
indemnified did not meet the standard of conduct set forth in
section 9.053.
9.055.    Several Claims.  If several claims, issues or matters
of ac ion are involved, any such person may be entitled to
indemnification as to some matters even though he is not entitled
as to other matters.
9.056.    Advances.  The Corporation may advance expenses to or,
where appropriate, may at its expense und4rtake the defense of
any such director, officer or employee upon receipt of an
undertaking by or on behalf of such person to repay such expenses
if it should ultimately be determined that he is not entitled to
indemnification under this section 9.05.
9.057.    Applicability.  The provisions of this section
9.05 shall be applicable to claims, actions, suits or proceedings
made or commenced after the adoption hereof, whether arising from
acts or omissions to act during, before or after the adoption
hereof.

9.058.    Extent of Rights  The rights of indemnification
provided hereunder shall be in addition to any rights to which
any person concerned Pay otherwise be entitled by contract or as
a matter of law and shall inure to the benefit of the heirs,
executors and administrators of any such person.

9.059.    Insurance.  The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director,
officer, employee or agent of the Corporation or is or was
serving at the request of the Corporation as a director, officer,
employee or agent of another corporation against any liability
asserted against him and incurred by him in any capacity or
arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability
under the provisions of this section 9.05 or otherwise.




Article IX, Page Three

                                          Irwin Union Corporation
9.06.  Partnerships.  The Board of Directors shall have the power
to authorize the Corporation to enter into partnerships or any
other lawful arrangement for the sharing of profits, union of
interest, reciprocal association, cooperative association,
partnership, joint venture or syndicate with any corporation,
association, partnership, individual, firm or other legal entity
for the purpose of carrying on any lawful business.


9.07.  Committees.  The By-Laws may provide for an executive
committee and other committees, which shall have the fullest
authority to act for the Board of Directors permitted under the
laws of Indiana.

9.08.  Removal of Directors.  The Shareholders shall have no
power to remove directors during their terms of office.  Any
director may be removed for specific cause found and determined
by a vote of not less than two-thirds (2/3) of the entire Board
of Directors at any time.

9.09.  Term of Directors.  When the Board of Directors consists
of nine (9) or more directors, the By-Laws may specify that the
director shall be apportioned into two or more classes whose
terms of office shall expire at different times, but no term
shall continue longer than three (3) years.

9.10.  Amendment of Articles of Incorporation.  The Corporation
reserves the right to alter, amend and repeal any provisions
contained in these Articles of Incorporation in the manner now or
hereafter prescribed by the provisions of the Act or any other
pertinent enactment of the General Assembly of the State of
Indiana and all rights and powers conferred hereby on
Shareholders, directors and officers of the Corporation are
subject to such reserved right.




Article IX, Page Four

                           ARTICLE 11

                   Manner of Adoption and Vote

(b) By written consent executed on December 18, 1972 signed by
all of the members of the Board of Directors of the Corporation
entitled to vote in respect of the Amended Articles, that the
provisions and terms of Articles V & IX of its Articles of
Incorporation be amended so as to read as set forth in the
amended Articles, and a meeting of such Shareholders was called
to be held January 2, 1973, to adopt or reject the Amended
Articles unless the same were so approved prior to such date by
unanimous written consent.




Section 2. Action by Shareholders (select appropriate paragraph)
(b) By written consent executed on December 18, 1972, signed by
the holders to 500 common shares of the Corporation, being all of
the shares of the Corporation entitled to vote in respect of the
Amendments, the Shareholders adopted the Amended Articles.




Section 3. Compliance With Legal Requirements

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



                           ARTICLE III
             Statement of Changes Made With Respect
          To the Number of Shares Heretofore Authorized

Section 1, of Article V of the Articles of Incorporation was
amended to increase the number of authorized shares from 1,000
authorized shares to 550,000 authorized shares, consisting of
500,000 common shares with the par value of $10 per share, and
50,000 preferred shares without par value.
IN WITNESS WHEREOF, the undersigned officers execute these
Amended Articles of Incorporation of the Corporation and certify
to the truth of the facts herein stated, this 18th day of
December, 1972,

/s/ Paul N. Dinkins                /s/ John A. Nash
-------------------                ----------------
(Written Signature)                (Written Signature)

Paul N. Dinkins                    John A. Nash
----------------                   --------------------
(Printed Signature)                (Printed Signature)

President of                       Secretary of

Irwin Union Corporation            Irwin Union Corporation


STATE OF INDIANA
SS:
COUNTY OF BARTHOLOMEW.

I, the undersigned, a Notary Public duly commissioned to take

acknowledgments and administer oaths in the State of Indiana,

certify that Paul N. Dinkins ,the President and

John A. Nash, the Secretary of Irwin Union Corporation, the
officers executing the foregoing Amended Articles of
Incorporation, personally appeared before me, acknowledged the
execution thereof; and swore to the truth of the facts herein
stated.




Witness my hand and Notarial Seal this 18th day of December,
1972.

/s/ Antoinette Frenzer
------------------------
(written Signature)


Antoinette Frenzer
------------------------
(Printed Signature)
Notary Public

My Commission Expires:

December 23, 1976


This instrument was prepared by Donald W. Buttrey, Stephen J.
Dutton Randolph L. Seger Attorneys at Law, McHalle, Cook & Welch,
906 Chamber of Commerce Building, Indianapolis, Indiana  46204
                        STATE OF INDIANA
                OFFICE OF THE SECRETARY OF STATE
                    CERTIFICATE OF AMENDMENT
                               OF


                     IRWIN UNION CORPORATION


I,  LARRY  A. CONRAD, Secretary of State of the Slate of Indiana,
hereby   certify  that  Articles  of  Amendment  for  the   above
Corporation,  in the form prescribed by my office,  prepared  and
signed  in  duplicate  in  accordance  with  "An  Act  concerning
domestic and foreign corporations for profit, providing penalties
for the violation hereof, and repealing all laws or parts of laws
in   conflict  herewith,"  approved  March  16,  1929,  and  Acts
supplemental thereto.

The Amendment: The exact text of Article V, Section I and Section
5.20

Whereas,  upon  due  examination, I find  that  the  Articles  of
Amendment conform to law, and have endorsed my approval upon  the
duplicate  copies of such Articles; that all fees have been  paid
as required by law; that one copy of such Articles has been filed
in  my  office;  and  that the remaining copy  of  such  Articles
bearing  the  endorsement  of my approval  and  filing  has  been
returned by me to the Corporation.


In  Witness Whereof, I have hereunto set my hand and affixed  the
seal  of the State of Indiana, at the Citv of Indianapolis,  this
3rd day of March, 1973.



LARRY A. CONRAD, Secretary of State






                      ARTICLES OF AMENDMENT
                             OF THE
                    ARTICLES OF INCORPORATION OF

                     IRWIN UNION CORPORATION

The undersigned officers of IRWIN UNION CORPORATION (hereinafter
referred to as the "Corporation") existing pursuant to the
provisions of the Indiana General Corporation Act, as amended
(hereinafter referred to as the "Act"), desiring to give notice
of corporate action effectuating amendment of certain provisions
of its Articles of Incorporation, certify the following facts:
                            ARTICLE I

                      Text of the Amendment



The exact text of Article(s).V Section and Section 5.20 of the
Articles of Incorporation of the Corporation, as amended
(hereinafter referred to as the "Amendments"), now is as follows:
Section 1. Number.  The number of shares which the Corporation
has the authority to issue is 1,050,000 shares consisting of
1,000,000 common shares with a par value of $5 per share, and
50,000 preferred shares without par value.
Section 5.20. Classes.  The authorized shares of the Corporation
(the "Shares") shall be divided into two classes consisting of
1,000,000 common shares, par value $5, (the "Common Shares") and
50,000 preferred shares without par value (the "Preferred
Shares").
                           ARTICLE II
                   Manner of Adoption and Vote

Section 1. Action by Directors (select appropriate paragraph).

(a)    The Board of Directors of the Corporation, at a meeting
thereof, duly called, constituted and held on at which a quorum
of such Board of Directors was present, duly adopted a resolution
proposing to the Shareholders of the Corporation entitled to vote
in respect the Amendments that the provisions and terms of
Article V of its Articles of Incorporation be amended so as to
read as set forth in the Amendments; and called a meeting of such
shareholders, to be held March 20, 1973, to adopt or reject the
Amendments, unless the same were so approved prior to such date
by unanimous written consent.


Section 2. Action by Shareholders (select appropriate paragraph)

(a) The Shareholders     of the Corporation entitled to vote in
respect of the Amendments, at a meeting thereof, duly called,
constituted and held on March 20  1973, the holders at which
common shares were present in person or by proxy, adopted the
Amendments.

The holders of the following classes of shares were entitled to
vote as a class in respect of the Amendments:

(1)     Common shares

(2)

(3)


The number of shares entitled to vote in respect of the
Amendments, the number of shares voted in favor of the adoption
of the Amendments, and the number of shares voted against such
adoption are as follows:

Total Shares Entitled to Vote as a Class (as listed immediately
above)


                                 Total       (1)       (2)   (3)
       Shares entitled to vote:   282,984    282,984
       Shares voted in favor:     238,314    238,314
                                  ---------------------

       Shares voted against:           85         85

       Section 3. Compliance with Legal     Requirements.

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


                           ARTICLE III

     Statement of Changes Made With Respect to Any Increase
          In The Number of Shares Heretofore Authorized

Aggregate Number of Shares
Previously Authorized                    550,O00
Increase                         500,000
Aggregate Number of Shares To Be Authorized After Effect of This
Amendment 1,050,000
IN WITNESS WHEREOF, the undersigned officers execute these
Articles of Amendment of the Articles of Incorporation of the
Corporation, and certify to the truth of the facts herein stated,
18th day of March, 1973.
/s/ John A. Nash          /s/ Robert E. Kirk
-------------------        -------------------
(Written Signature         Written Signature

John A. Nash               Robert E. Kirk

(Printed Signature)                             (Printed
Signature)

Executive Vice President   Secretary of
of Irwin Union Corporation Irwin Union Corporation




STATE OF INDIANA
SS:
COUNTY OF Bartholomew

I, the undersigned, a Notary Public duly commissioned to take
acknowledgments and administer oaths in the State of Indiana,
certify that John A. Nash, the Executive Vice President, and
Robert E. Kirk, the Secretary of Irwin Union Corporation the
officers executing the foregoing Articles of Amendment of the
Articles of Incorporation, personally appeared before me,
acknowledged the execution thereof, and swore to the truth of the
facts therein stated.
Witness my hand and Notarial Seal this 27th day of March, 1973.

/s/ Gloria Harbaugh

(Written Signature)
Gloria Harbaugh

(Printed Signature)
Notary Public


My Commission Expires: April 22, 1974
Stephen J. Dutton
This instrument was prepared by Stephen J. Dutton, Attorney at
Law,
McHALE, COOK & WELCH, 906 Chamber of Commerce Building,
Indianapolis, 46204

                        STATE OF INDIANA

OFFICE OF THE SECRETARY OF STATE

To Whom These Presents Come, Greeting:

WHEREAS, there has been presented to me at this office a
Resolution of the Board of Directors electing to be governed by
the provisions of the Indiana Business Corporation Law prior to
August 1, 1987 of




                     IRWIN UNION CORPORATION

and said Resolution has been prepared and signed in accordance
with the provisions of the Indiana Business Corporation Law.
WHEREAS., upon due examination,, I find that it satisfies the
requirements of I.C. 23-1-17-3(b) and I.C. 23-1-13-1:
NOW, THEREFORE, I EDWIN J. SIMCOX, Secretary of State of Indiana,
hereby certify that I have this day filed the Resolution of the
Board of Directors in this office.

Effective date the provisions will apply is JUNE 24th, 1986.




In Witness Whereof, I have hereunto set my hand and affixed the
seal of the State of Indiana, at the City of Indianapolis, this
23rd day of June, 1986
/s/ Edwin J. Simcox

Secretary of State,



                                CERTIFICATE REGARDING
                             ELECTION OF APPLICATION OF INDIANA
                          BUSINESS CORPORATION LAW




     The undersigned, the duly elected and acting Secretary of
Irwin Union Corporation ("Corporation), respectively hereby
certify, verify and affirm, subject to the penalties for perjury,
that the attached resolutions were adopted by the Board of
Directors of the Corporation at a meeting thereof, duly
constituted, and held on May 20,  1986; and that the effective
date of the election to have the Indiana Business Corporation Law
apply to the Corporation, as set forth in such resolutions is
June 24, 1986.

Dated this 20th day of May 1986.

/s/ Matthew F. Souza ----------------------------------

[Name], [Office] of [Corporation]

Matthew F. Souza, Secretary
Irwin Union Corporation

ATTEST:

/s/Thomas D. Washburn ----------------------Senior Vice President
Irwin Union Corporation

                      RESOLUTIONS REGARDING ELECTION TO BE
                   GOVERNED BY
            THE NEW INDIANA BUSINESS CORPORATION LAW



WHEREAS, the Indiana General Assembly has recently adopted new
statutory provisions governing business corporations, known as
the Indiana Business Corporation Law ("New Statute"); and

WHEREAS, the New Statute generally applies to all Indiana
corporations after July 31, 1987; although a corporation's board
of directors may elect to have the New Statute apply earlier by
adopting and filing a resolution electing to have the New Statute
apply to that corporation; and

WHEREAS, the Board of Directors has carefully considered a
summary and presentation of significant provisions of the New
Statute prepared by counsel to the Corporation; and

WHEREAS, the Board of Directors has determined that it is in the
best interests of the Corporation to cause the New Statute to
apply to the Corporation prior to August 1, 1987, for the
following reasons, among others;

(1) The New Statute provides greater flexibility in corporate
governance and thereby reduces the time and expense required to
ensure compliance with state law;

(2) The New Statute provides the Corporation with an increased
opportunity to recruit and retain qualified directors by
providing them greater protection against potential liability;

(3) The New Statute provides the Corporation with greater
protection against vexatious or groundless derivative suits,
while protecting the rights of shareholders to pursue meritorious
derivative claims; and

(4) The New Statute provides the Corporation with greater
protection against the misuse of information obtained upon
inspection by shareholders of corporate records.

THEREFORE, BE IT RESOLVED, that the Board of Directors hereby
elects
to have the New Statute (in particular, Ind.  Code 23-1-18
through 23-1-54, excluding Ind.  Code _23-1-18-3, 23-1-21 and 231-
53-3) apply to the Corporation on and after June 24, 1986;

RESOLVED FURTHER, that the President, any Vice President,
Secretary
and Treasurer, and each of them, be, and hereby are, authorized
and directed to (1) file the foregoing resolution in the Office
of the Secretary of State of Indiana and (2) take any and all
additional action as may be deemed necessary or desirable to
implement the foregoing resolution.
                            EXHIBIT A

                    ARTICLES OF INCORPORATION
                               OF
                     IRWIN UNION CORPORATION


The undersigned incorporator or incorporators, desiring to form a
corporation (hereinafter referred to as the "Corporation")
pursuant to the provisions of the Indiana General Corporation
Act, as amended (herein. after referred to as the "Act,") execute
the following Articles of Incorporation.




                            ARTICLE I
                              Name

The name of the Corporation is Irwin Union Corporation


                           ARTICLE II
                            Purposes

The purposes for which the Corporation is formed are:
The transaction of any and all lawful business for which

corporations may be incorporated under the Act, including by way

of illustration and not of limitation, the following:

                                          Irwin Union Corporation

                           ARTICLE II

                            Purposes





2.01.     To Act as Holding Company.  To purchase or otherwise
acquire, own and old the stock of other corporations and equity
interest in other business entities and to direct the operations
of other corporations through the ownership of stock therein and
to direct the operations of other business entities through the
ownership of equity interests therein.
2.02.     Capacity to Act.  To have the capacity to-act possessed
by natural persons, but to have authority to perform only such
acts as are necessary, convenient or expedient to accomplish the
purposes for which it is formed and such as are not repugnant to
law.

2.03.     To Deal in Securities.  To acquire, by purchase,
subscription or otherwise and to receive, hold, own, guarantee,
sell, assign, exchange, transfer, mortgage, pledge or otherwise
dispose of or deal in and with any and all securities (as
hereinafter defined) issued or created by any corporation, firm,
organization, association or other entity, public or private,
whether formed under the laws of the United States of America or
any state or commonwealth thereof, or any foreign country, or by
any agency, subdivision, territory, dependency, possession or
municipality of any of the foregoing, and as owner thereof to
possess and exercise all of the rights, powers and privileges of
ownership, including the right to execute consents and vote
thereon.  The term "securities" as used herein shall mean any and
all notes, stocks, treasury stocks, bonds, debentures, evidences
of indebtedness, certificates of interest or participation in any
profit sharing agreement, collateral trust certificates, pre
organization certificates or subscriptions, transferable shares,
investment contracts, voting trust certificates, certificates of
deposit for a security, fractional undivided interests in oil,
gas or other mineral rights or, in general, any interests or
instruments commonly known as securities or any and all
certificates of interest or participation in temporary or interim
certificates for, receipts for, guarantees of, or warrants or
rights to subscribe to or purchase any of the foregoing.

2.04.     Investment Management.  To make, establish and maintain
investments in securities, funds or properties of any nature
whatsoever and to manage such funds; to do any and all acts and
things for the preservation, protection, improvement and
enhancement of the value of such property or securities or
designed to accomplish any such purposes.  To make investigations
as to the business affairs and property of corporations,
partnerships and various forms of business enterprises and to
make appraisals and valuations of all kinds and investigate and
render opinions as to the advisability from a financial
standpoint of creating, merging, combining or otherwise dealing
in business enterprises




Article II, Page One
Irwin Union Corporation


2.05.     Creation of Corporations and Other Entities.  To cause
to be organized under the laws of the United States of America or
of any state, commonwealth, territory, dependency or possession
thereof, or of any foreign country, or of any political
subdivision, territory, dependency, possession or municipality
thereof, one or more corporations, firms, organizations,
associations or other entities, and to cause the same to be
dissolved, wound up, liquidated, merged or consolidated.

2.06.     To Deal in Good Will.  To acquire by purchase or
exchange, or by transfer, or by merger or consolidation with, the
Corporation of any corporation, firm, organization, association
or other entity owned or controlled, directly or indirectly, by
the Corporation, or otherwise to acquire the whole or any part of
the business, good will, rights or other assets of any
corporation, firm, organization, association or other entity and
to undertake or assume in connection therewith the whole or any
part of the liabilities and obligations thereof and to effect any
such acquisition in whole or in part by delivery of cash or other
property, including securities issued by the Corporation or by
any other lawful means.

2.07.     To Engage in Lending.  To make loans and give other
forms of credit including, but not limited to, financing,
factoring and leasing, with or without security, and to negotiate
and make contracts and agreements in connection therewith and to
sell and underwrite credit insurance and life, property and
liability insurance, directly or throuc.1 subsidiaries.

2.08.     To Aid Subsidiaries.  To aid by loans, subsidy,
guaranty or in any other lawful manner any corporation, firm,
organization, association or other entity of which any securities
(as that term is defined in section 2.03 hereof) are in any
manner, directly or indirectly, held by the Corporation or in
which the Corporation or any such corporation, firm,
organization, association or entity may be or become otherwise
interested; to guarantee the payment of dividends on any stock
issued by any such corporation, firm, organization, association
or entity; to guarantee or, to assume, with or without recourse
against any such corporation, firm, organization, association or
entity, the payment of the principal of, and/or the interest and
premium, if any, on any obligations issued or incurred by such
corporation, firm, organization ( association or entity; to do
any and all other acts and things for the enhancement, protection
or preservation of any securities which are in any manner,
directly or indirectly, held, guaranteed or assumed by the
Corporation, and to do any and all acts and things designed to
accomplish, any such purpose.

2.09.     To Provide Services.  To render service, assistance,
counsel and advice to and act as representative or agent in any
capacity (whether managing, operating, financial, purchasing,
selling, advertising or otherwise) for any corporation, firm,
organization, association or other entity and to gather, compile
and disseminate information, data and advice in respect to
matters of a commercial, financial, statistical and business
nature and to act as consultants, counselors and advisors.

Article II, Page Two
Irwin Union Corporation


2.10.     To Deal in Real Estate.  To acquire by purchase,
exchange, lease or otherwise, and to hold, own, improve, operate,
manage, lease as lessee, let as lessor, sell, convey or mortgage,
whether alone or in conjunction with others, real estate of every
kind, character and description, and wherever situated, or any
interest therein including, without limiting the generality of
the foregoing, the design, development, management, acquisition,
and operation of commercial, mercantile and service structures
and facilities of every character, recreational structures and
facilities, residential properties and structures, and mobile
home parks.

2.11.     To Deal in Personal Property.  To acquire (by purchase,
exchange, lease, hire or otherwise), hold, mortgage, pledge,
hypothecate, exchange, sell, deal in and dispose of, at wholesale
or retail, alone or in syndicates or otherwise in conjunction
with others, commodities or other personal property of every
kind, character and description and wherever situated, and any
interest therein.

2.12.     To Deal in its Own Securities.  To acquire (by
purchase, exchange, lease, hire or otherwise), hold, sell,
transfer, reissue, or cancel its own shares, or any securities or
other obligations of the Corporation, in the manner and to the
extent now or hereafter permitted by the laws of Indiana, except
that the Corporation shall not use its funds or other assets for
the purchase of its own shares if such use would cause any
impairment of the capital of the Corporation, and except that its
own shares beneficially owned by the Corporation shall not be
voted directly or indirectly.

2.13.To Make Contracts.  To enter into, make, perform and carry
out, or cancel and rescind, contracts for any lawful purposes to
its business.
2.14.     To Enter into Partnerships.  To enter into any lawful
arrangement for sharing profits, union of interest, reciprocal
association or cooperative association with any corporation,
association, partnership individual or other entity, for the
carrying on of any business, transaction, or venture, which the
Corporation is authorized to carry on or any business,
transaction, or venture deemed necessary, convenient or
incidental to carrying out of any of the purposes of the
Corporation.

2.15.     To Engage in Business Generally.  To engage in any
commercial, financial, mercantile, industrial, manufacturing,
marine, exploration, mining, agricultural, research, licensing,
servicing or agency business not prohibited by law and any, some
or all of the foregoing.

2.16. To Borrow Money.    To borrow money for any business object
or purpose of the Corporation from time to time without limit as
to amount, to issue any kind of indebtedness, whether or not in
connection with borrowing money, including evidences of
indebtedness convertible into stock of the Corporation, to secure
the payment of any evidence of indebtedness by the creation of
any interest in any of the property or rights of the Corporation,
whether at that time owned or thereafter acquired.


Article II, Page Three

                                          Irwin union Corporation
2.17.     To Execute Guarantees.  To make any guarantee
respecting stocks, dividends, securities, indebtedness, interest,
contracts or other obligations.

2.18.     Stated Capital; Consideration for Shares.  To determine
the amount of the stated capital and increase or reduce stated
capital and determine the consideration to be received for shares
issued from time to time.

2.19.     Rights, Privileges and Powers.  Subject to any
limitations or restrictions imposed by law or by the-se Articles
of Incorporation, to have and exercise all the rights, privileges
and powers specified in or permitted under the Indiana General
Corporation Act.

2.20.     General Powers.  To do everything necessary, proper,
advisable or convenient for the accomplishment of any of the
purposes or the attainment of any of the objects of the
furtherance of any of the powers herein set forth and to do every
other act and thing incidental thereto or connected therewith
which is not forbidden by the laws of the State of Indiana or by
the provisions of these Articles of Incorporation.

2.21.     Construction.  The foregoing sections shall be
construed as purposes as well as powers and the matters expressed
in each section shall, unless otherwise expressly provided, be in
no way limited by reference to or inference from the terms of any
other section, each of such sections being regarded as creating
independent purposes and powers.  The enumeration shall not be
construed as limiting or restricting in any manner either the
meaning or general terms used in any of the sections or the scope
of the general powers of the Corporation created thereby.  The
enumeration herein of any specific purposes or powers shall not
be held to limit or restrict in any manner the exercise by the
Corporation of the general powers now or hereafter conferred by
the laws of the state of Indiana nor shall the expression of one
thing be deemed to exclude another not expressed, whether or not
it be of like nature.  The titles contained herein are solely for
convenience and are not to be considered in construing the
various sections.
2.22.     Limiting Clause.  Nothing in this article shall be

construed to authorize the conduct by the Corporation, directly

or indirectly, of a rural loan and savings association, credit

union or a banking, railroad, insurance, surety, trust, safe

deposit, mortgage guarantee or building and loan business or

receiving deposits of money, bullion or foreign coins or of

issuing bills, notes, or other evidences of debt or circulation

as money; provided, however, that the Corporation may own, create

or otherwise acquire all or part of the issued and outstanding

stock of corporations lawfully engaged in any of such activities.





Article II, Page Four

              CERTIFICATE OF CONSENT TO USE OF NAME

Irwin Union Bank and Trust Company, an Indiana bank, on its own
behalf and on behalf of its wholly-owned subsidiary, Irwin Union
Realty Corporation, hereby consents to incorporation under the
Indiana General Corporation Act of a incorporation on having the
name Irwin Union Corporation; consents that said corporation be
authorized to transact business in Indiana; and grants permission
to use, and consents to the use of, the name Irwin Union
Corporation by said Indiana corporation as is provided by the
Indiana General Corporation Act (IC 1971, 23-1-2-4).


IN WITNESS WHEREOF said Irwin Union Bank and Trust Company, an
Indiana bank, has caused this Certificate of Consent to be
executed in its proper corporate name by the officers below this
day of May 1972.


IRWIN UNION BANK AND TRUST COMPANY
An Indiana Bank

By:  /s/ Paul. N. Dinkins
------------------------Paul N. Dinkins

Attest:



/s/ John A. Nash ------------------
John A. Nash, Secretary

STATE OF INDIANA

                              ) SS:

COUNTY OF BARTHOLOMEW )

Subscribed and sworn to by Paul N. Dinkins and John A. Nash, to
me known to be the President and Secretary of Irwin Union Bank
and Trust Company- upon their several oaths before me, a notarv
public, this 30 day of May 1972.
/s/ Antoinette Frenzer
------------------------------
Antoinette Frenzer
Notary Public

My commission expires:

December 23, 1972


This instrument prepared by Stephen J. Dutton, attorney at law.

              CERTIFICATE OF CONSENT TO USE OF NAME


Irwin Union Foundation, an Indiana foundation hereby consents to
the incorporation under the Indiana General Corporation Act of a
corporation having the Irwin Union Corporation; consents that
said corporation be authorized to transact business in Indiana;
and grants permission to use, and consents to the use of, the
name Irwin Union Corporation by said Indiana corporation as is
provided by the Indiana General Corporation Act (IC 1971, 23-1-2
4).


IN WITNESS WHEREOF said Irwin Union Foundation, an Indiana
foundation, has caused this Certificate of Consent to be executed
in its proper corporate name by the officers below this day of
May, 1972.


                     IRWIN UNION FOUNDATION
                      An Indiana Foundation
By /s/ Paul N. Dinkins ---------------------
Paul N. Dinkins President

ATTEST:

/s/ James A. Joseph ----------------------------
James A. Joseph, Secretary


STATE OF INDIANA
                               SS:
COUNTY OF BARTHOLOMEW


Subscribed and sworn to by Paul N. Dinkins and James A. Joseph,
to me known to be the President and Secretary of Irwin Union
Foundation upon their several oaths before me, a Notary Public,
this, day of May, 1972.


/s/ Antoinette Frenzer
---------------------Antoinette Frenzer

My Commission Expires:
December 23, 1972
This instrument prepared by Stephen J. Dutton, attorney at law.


ARTICLES OF INCORPORATION
IND. SECRETARY OF STATEOF
IRWIN UNION CORPORATION


Irwin Union Corporation (hereinafter referred to as the
"Corporation") existing pursuant to the Indiana Business
Corporation Law, desiring to give notice of corporate action
effectuating amendment of certain provisions of its Articles of
Incorporation, sets forth the following facts:

ARTICLE I
AMENDMENT

Section   1. The date of incorporation of the Corporation is May
31, 1972.

Section 2. The name of the Corporation following this amendment
is Irwin Union Corporation.

Section 3. The exact text of Article V, Section 1 and Section
5.20 of the Articles of Incorporation is now as follows:

Section 1.  Number.  The number of shares which the Corporation
has the authority to issue is 1,550,000 shares consisting of
1,500,000 Common Shares with a par due of $5 par share, and
50,000 preferred shares without par value.

Section 5.20. Classes.  The authorized shares of the Corporation
(the "Shares") shall be divided into two classes consisting of
1,500,000 Common Shares, par value $5, (the "Common Shares") and
50,000 preferred shares without par value (the "Preferred
Shares").

Section 4. The Amendment was adopted by the shareholders of the
Corporation on March 22, 1989, and are to be effective upon the
filing of these Articles of Amendment.

                           ARTICLE II

                   MANNER OF ADOPTION AND VOTE


The designation (i.e. common, preferred and any classification
where different classes of stock exists), number of outstanding
shares, number of votes entitled to be -cast by each voting group
entitled to vote separately on the amendment and the number of
votes of each voting group represented at the meeting is set
forth below:


               Designation of Voting Group              Common
               Number of Outstanding Shares            630,007
               Number of Votes Entitled to be Cast     630,007
               Number of Votes Represented at Meeting  522,899
               Shares Voted in Favor                   512,798
                                                        --------
               Shares Voted Against                      9,238

IN WITNESS WHEREOF, the undersigned officer executes these
Articles of Amendment of the Articles of Incorporation of the
Corporation, and verifies subject to the penalties of perjury
that the facts contained herein are true, this 10 day of May,
1989.


IRWIN UNION CORPORATION

/s/ Matthew F. Souza
---------------------------
Matthew F. Souza, Secretary







This instrument was prepared by Stephen J. Hackman, Attorney at
Law, ICE MILLER DONADIO & RYAN, One American Square, Box 82001,
Indianapolis, Indiana 46282-0002.








                          Exhibit 3(d)

                  ARTICLES OF AMENDMENT OF THE
                    ARTICLES OF INCORPORATION
                      ARTICLES OF AMENDMENT OF THE
                    ARTICLES OF INCORPORATION OF

                     Irwin Union Corporation
     The above corporation (hereinafter referred to as the
Corporation existing pursuant to the Indiana Business Corporation
Law. desiring to give notice of corporate action effectuating
amendment of certain provisions of its Articles of Incorporation,
sets forth the following facts:
                    ARTICLE I - AMENDMENT(S)
Section 1:  Date of Incorporation:  May 31, 1972
Section 2:  The name of the Corporation following this amendment:
Irwin Financial Corporation
Section 3:  The exact text of Article(s) see attached of the
Articles of Incorporation is now as follows (attach additional
pages it necessary).
Date of each Amendment's Adoption:  August 21, 1990
Section 4:  (Complete this section only if amendments provides
for an exchange, reclassification or cancellation of issued
shares and provisions for implementing the amendment are not
contained in the amendment itself.

Provisions for implementing the exchange, reclassification or

cancellation of issued shares are set forth below (Attach

additional sheets if necessary):

N/A





            ARTICLE 11 - MANNER OF ADOPTION AND VOTE

SECTION 1: Shareholder vote not required.
The amendment(s) was/were adopted by the incorporators or board
of directors without shareholder action and shareholder action
was not required.

SECTION 2: Vote of Shareholders.
The designation (i.e. common, preferred and any classification
were different classes of stock exists). number of outstanding
shares. number of votes entitled to be Cast by each voting group)
entitled to vote separately on the amendment and the number of
votes of each voting group represented at the meeting is set
forth below:  see attached.

DESIGNATION OF EACH VOTING GROUP.

NUMBER OF OUTSTANDING SHARES:

NUMBER OF VOTES ENTITLED TO BE CAST:
NUMBER OF VOTES REPRESENTED AT THE MEETING:

SHARES VOTED IN FAVOR.

SHARES VOTED AGAINST:





In Witness Whereof, the undersigned being Vice President and

Secretary of said Corporation executes these Articles of

Amendments of the Articles  of Incorporation and verifies.

subject to penalties of perjury that the statements contained

herein are true, this 4th day of September, 1990.

/s/ Matthew F. Souza               Matthew F. Souza

Signature                          Printed

                            ARTICLE I

AMENDMENT

Section 1.  The date of incorporation of the Corporation is May
31, 1972.


Section 2.  The name of the Corporation following this amendment
is Irwin Financial Corporation.


Section  3.   The  exact text of Article I  of  the  Articles  of
Incorporation is now as follows:


Name.    The   name   of  the  Corporation  is  Irwin   Financial
Corporation.


Section 4.  The Amendment was adopted by the shareholders of  the
Corporation on August 21, 1990, and are to be effective upon  the
filing of these Articles of Amendment.
                           ARTICLE II
                   MANNER OF ADOPTION AND VOTE


The  designation (i.e. common,, preferred and any  classification
where  different classes of stock exists), number of  outstanding
shares, number of votes entitled to be cast by each voting  group
entitled  to vote separately on the amendment and the  number  of
votes  of  each  voting group represented at the meeting  is  set
forth below:

               Designation of voting Group  Common

                Number of outstanding shares:          934,780
                Number of votes entitled to be cast:   934,780
                Number of votes represented at the
                meeting:                          713,402
                Shares voted in favor:                 701,376

                Shares voted against:                   10,175









                        STATE OF INDIANA
                OFFICE OF THE SECRETARY OF STATE

                      ARTICLES OF AMENDMENT

To Whom These Presents Come, Greeting:

WHEREAS, there has been presented to em at this office, Articles
of Amendment for:

     Irwin Financial Corporation

and said Articles of Amendment have been prepared and signed in
accordance with the provisions of the Indiana Business
Corporation Law, as amended.

NOW, THEREFORE, I JOSEPH H. HOGSETT, Secretary of State of
Indiana, hereby certify that I have this day filed said articles
in this office.

The effective date of these Articles of Amendment is April 30,
1992.

IN Witness Whereof, I have hereunto set my hand and affixed the
seal of the State of Indiana, at the City of Indianapolis, this
Thirtieth day of April, 1992.

JOSEPH H. HOGSETT, Secretary of State

                  ARTICLES OF AMENDMENT OF THE
                  ARTICLES OF INCORPORATION OF:


The undersigned officers of Irwin Financial Corporation

(hereinafter referred to as the "Corporation") existing pursuant
to the provisions of: Indiana Business Corporation Law

as amended (hereinafter referred to as the "Act"), desiring to
give notice of corporate action effectuating amendment of certain
provisions of Articles of Incorporation, certify the following
facts:

                     ARTICLE I Amendment(s)

SECTION I The date of incorporation of the corporation is:  May
31, 1972

SECTION 2 The name of the corporation following this amendment to
the Articles of Incorporation is:  same as above


SECTION 3

The exact text of Article(s): V Section 1 Number of the Articles
of Incorporation now as follows:

The number of shares which the Corporation has the authority to
issue is 7,550,000 shares consisting of common shares with a par
value of $5 per share, and 50,000 preferred shares without par
value.

SECTION 4 Date of each amendment's adoption:

April 21, 1992

                           ARTICLE 11

                   Manner of Adoption and Vote

SECTION 1 Action by Directors:
The Board of Directors of the Corporation duly adopted a
resolution proposing to amend the terms and provisions of
Article(s) of the Articles of Incorporation directing a meeting
of the Shareholders, to be held on allowing such Shareholders to
vote on the proposed amendment.
The resolution was adopted by (Select appropriate paragraph)
(a)Vote of the Board of Directors at a meeting held on ______ at
which a quorum of such Board was present.

(b) Written consent executed on --------, and signed by all
member of the Board of Directors.

SECTION 2 Action by Shareholders:

The Shareholders of the Corporation entitled to vote in respect
of the Articles of Amendment adopted the proposed amendment.

The amendment was adopted by: (Select appropriate paragraph)

(a)  Vote of such Shareholders during the meeting called by the
Board of Directors.  The result of such vote is as follows:

TOTAL
        SHAREHOLDERS ENTITLED TO VOTE.               1,417,891
        SHAREHOLDERS VOTED IN FAVOR:  1,211,029
        SHAREHOLDERS VOTED AGAINST.      10,668
(b)  Written consent executed on __________19 and signed by all
such Shareholders
SECTION 3 Compliance with Legal requirements.
The manner of the adoption of the Articles of Amendment and the
vote by which they were adopted constitute full legal compliance
the provisions of the Act. the Articles of Incorporation, and the
By-Laws of the Corporation.
I hereby verify subject to the Penalties of perjury that the
statements contained are true this
/s/ Matthew F. Souza
-------------------------
Vice President and Secretary




                           STATE OF INDIANA
                OFFICE OF THE SECRETARY OF STATE

                      ARTICLES OF AMENDMENT

To Whom These Presents Come, Greeting:

WHEREAS, there has been presented to them at this office,
Articles of Amendment for:

     Irwin Financial Corporation

and said Articles of Amendment have been prepared and signed in
accordance with the provisions of the Indiana Business
Corporation Law, as amended.

NOW, THEREFORE, I JOSEPH H. HOGSETT, Secretary of State of
Indiana, hereby certify that I have this day filed said articles
in this office.

The effective date of these Articles of Amendment is April 28,
1994.

IN Witness Whereof, I have hereunto set my hand and affixed the
seal of the State of Indiana, at the City of Indianapolis, this
Twenty-eighth day of April, 1994.

/s/ JOSEPH H. HOGSETT
-------------------------------
JOSEPH H. HOGSETT, Secretary of State

By /s/ Peggy Runes ----------------------------
Peggy Runes, Deputy

                  ARTICLES OF AMENDMENT OF THE
ARTICLES OF INCORPORATION OF:



The undersigned officers of IRWIN FINANCIAL CORPORATION

(hereinafter referred to as the "Corporation") existing pursuant
to the provisions of:
(Indicate appropriate act) Indiana Business Corporation Law
as amended (hereinafter referred to as the "Act"), desiring to
give notice of corporate action effectuating amendment certain
provisions of Articles of Incorporation, certify the following
facts:
                     ARTICLE I Amendment(s)

SECTION 1 The date of incorporation of the corporation is:  May
31, 1972

SECTION 2 The name of the corporation following this amendment to
the Articles of Incorporation is:

same as above

SECTION 3

The exact text of Article(s) V., Section 1. Number of the
Articles of Incorporation
        now as follows:
The number of shares which the Corporation has the authority to
issue is 7,550,000 shares consisting of 7,500,000 common shares

without par value, and 50,000 preferred shares without par value.

SECTION 4 Date of each amendment's adoption:

April 26, 1994

             ARTICLE II Manner of Adoption and Vote





Section 1 Action by Directors:

The Board of Directors of the Corporation duly adopt a resolution
proposing to amend the terms and provisions of Articles ---------
of the Articles of Incorporation such Shareholders to vote on the
proposed amendment.


The resolution was adopted by: (Select appropriate paragraph)


(a) Vote of the Board of Directors at a meeting held on ---------
--- 19--
at which a quorum of such Board was present.

(b)  Written consent executed on ------------------ 19-- and
signed by ail members
the Board of Directors.

The Shareholders of the Corporation entitled to vote in respect
of the Articles of Amendment adopted the Proposed amendment. The
amendment was adopted by: (Select appropriate paragraph) (a)



(a)  Vote of such Shareholders during the meeting called by the
Board of Directors.  The result of such vote is as follows:

SHAREHOLDERS ENTITLED TO VOTE:          5,833,135

SHAREHOLDERS VOTED IN FAVOR:            4,986,081

SHAREHOLDERS VOTED AGAINST:                27,183



(b) Written consent executed on -------------- and signed by all
such Shareholder of the adoption of the Articles of Amendment and
the vote by which they were adopted constitute full legal
Compliance of the Act, the Articles of Incorporation, and the By
Laws of the Corporation.



I hereby verify subject to the penalties of perjury that the
statements contained are true the 27th day of April, 1994.

/s/ Matthew F. Souza          Matthew F. Souza
Signature                     Printed Name
Officer's Title:  Vice President and Secretary
                        STATE OF INDIANA
                OFFICE OF THE SECRETARY OF STATE

                      ARTICLES OF AMENDMENT

To Whom These Presents Come, Greeting:

WHEREAS, there has been presented to me at this office, Articles
of Amendment for:

                   IRWIN FINANCIAL CORPORATION

and said Articles of Amendment have been prepared and signed in
accordance with the provisions of the Indiana Business
Corporation Law, as amended.

NOW, THEREFORE, I, SUE ANNE GILROY, Secretary of State of
Indiana, hereby certify that I have this day filed said articles
in this office.

The effective date of these Articles of Amendment is May 02,
1996.

In Witness Whereof, I have hereunto set my hand and affixed the
seal of the State of Indiana, at the City of Indianapolis, this
Second day of May, 1996.

/s/ Sue Anne Gilroy
--------------------------
SUE ANNE GILROY, Secretary of State

JB
---------------------------
Deputy
ARTICLES OF AMENDMENT OF THE ARTICLES OF INCORPORATION

                  ARTICLES OF AMENDMENT OF THE ARTICLES OF
                  INCORPORATION OF:

Name of Corporation
Irwin Financial Corporation

The undersigned officers of:  Irwin Financial Corporation
(hereinafter referred to as the "Corporation") existing pursuant
to the provisions of: (indicate appropriate act) Indiana Business
Corporation Law as amended

(hereinafter referred to as the 'Act'), desiring to give notice
of corporate action effectuating amendment of certain provisions
of its Articles of Incorporation, certify the following facts:

                     Article I Amendment(s)

SECTION 1 The date of incorporation of the Corporation is:  May
31, 1972

SECTION 2 The name of the Corporation following this amendment to
the Articles of Incorporation is:  same as above

SECTION 3

The exact text of Article(s) V. Section 1. Number of
Incorporation is now as follows:

The number of shares which the Corporation has the authority to
issue is
of the Articles 40,050,000 shares consisting of 40,000,000 common
shares without par value, and 50,000 preferred shares without par
value.
SECTION 4 Date of each amendment's adoption: April 30, 1996
ARTICLE 11 Manner of Adoption and Vote

SECTION I This amendment was adopted by the Board of Directors or
incorporators and shareholder action was not required.

SECTION 2 The shareholders of the Corporation entitled to vote in
respect to the amendment adopted the proposed amendment.  The
amendment was adopted by:

A.   Vote of such shareholders during a meeting called by the

Board of Directors.  The result of such vote is as follows:

Shares entitled to vote.                    5,670,586

Number of shares represented at the meeting.5,296,068 Shares

voted in favor.                      4,928,818

Shares voted against.                                  344,339





B. Written consent executed on                     19  and signed

by all such shareholders.





ARTICLE III Compliance with Legal Requirements





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


I hereby verify, subject to the penalties of perjury, that the
statements contained herein are true, this lst day of May, 1996


/s/ Matthew F. Souza
-----------------------------Matthew F. Souza
Vice President and Secretary


                  ARTICLES OF AMENDMENT OF THE
                    ARTICLES OF INCORPORATION
                  ARTICLES OF AMENDMENT OF THE ARTICLES OF
                  INCORPORATION OF:
Name of Corporation Irwin Financial Corporation
Date of Incorporation May 31, 1972

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

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

                            ARTICLE I

   The exact text of Article(s) V., Section I of the Articles

      (NOTE. if amending the name of corporation, write Article
      'I' in space above and write, "The name of the Corporation
      is below.)

    "Section 1. Number and Classes of Shares.' The total number

    of shares, which the Corporation shall have the authority to

    issue, is 44,000,000 shares.  The total authorized shares of

    the Corporation shall be divided into two classes: a class of

    up to 40,000,000 Common Shares without par value (the 'Common

    Shares") and a class of up to 4,000,000 Preferred Shares

    without par value (the "Preferred Shares").  The Common

    Shares and the Preferred Shares are collectively referred to

    herein as the "Shares."

                           ARTICLE II

Date of each amendments adoption:  April 29, 1999

             ARTICLE III Manner of Adoption and Vote

 Mark applicable section: NOTE - Only in limited situations does
 Indiana law permit an Amendment without shareholder approval.
 Because a name change requires shareholder approval, Section 2
 must be marked and either A or B completed.

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


X SECTION 2 The shareholders of the Corporation entitled to vote
          in respect to the amendment adopted the proposed
          amendment.  The amendment was adopted by: (Shareholder
          approval may be by either A or B.)
         A. Vote of such shareholders during a meeting called by
         the Board of Directors.  The result of such vote is as
         follows:

               21689574  Shares entitled to vote.
               19149002  Number of shares represented at the
               meeting. 15586607  Shares voted in favor.
                2023197  Shares voted against.

         B. Unanimous written consent executed on _______ 19__
         and signed by all shareholders entitled to vote.
          ARTICLE IV Compliance with Legal Requirements
   The manner of the adoption of the Articles of Amendment and
   the vote by which they were adopted constitute full legal
   compliance with the provisions of the Act, the Articles of
   Incorporation, and the By-Laws of the Corporation.
   I hereby verify, subject to the penalties of perjury, that the
   statements contained herein are true, this 3rd day of May,
   1999
   Signature of current officer or chairman of the board
   Printed name of officer or chairman of the board Matthew F.
   Souza

Signature's title   /s/ Matthew F. Souza
Secretary



                  ARTICLES OF AMENDMENT OF THE

                    ARTICLES OF INCORPORATION ARTICLES OF
                  AMENDMENT OF THE ARTICLES OF INCORPORATION OF:


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

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

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

                            ARTICLE I

The exact text of Article(s) V., Section 2, 5.20 of the Articles

      (NOTE. if amending the name of corporation, write Article

      'I' in space above and write, "The name of the Corporation

      is below.)

Section Deleted.

                           ARTICLE II

Date of each amendments adoption:  April 29, 1999

             ARTICLE III Manner of Adoption and Vote

 Mark applicable section: NOTE - Only in limited situations does
 Indiana law permit an Amendment without shareholder approval.
 Because a name change requires shareholder approval, Section 2
 must be marked and either A or B completed.

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

X SECTION 2 The shareholders of the Corporation entitled to vote
          in respect to the amendment adopted the proposed
          amendment.  The amendment was adopted by: (Shareholder
          approval may be by either A or B.)
         A. Vote of such shareholders during a meeting called by
         the Board of Directors.  The result of such vote is as
         follows:

               21689574  Shares entitled to vote.
               19149002  Number of shares represented at the
               meeting. 18987492  Shares voted in favor.
                  81949  Shares voted against.

         B. Unanimous written consent executed on _______ 19__
         and signed by all shareholders entitled to vote.

          ARTICLE IV Compliance with Legal Requirements

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

   I hereby verify, subject to the penalties of perjury, that the
   statements contained herein are true, this 3rd day of May,
   1999

   Signature of current officer or chairman of the board
   Printed name of officer or chairman of the board Matthew F.
   Souza

Signature's title   /s/ Matthew F. Souza
Secretary




                  ARTICLES OF AMENDMENT OF THE
                    ARTICLES OF INCORPORATION

                   IRWIN FINANCIAL CORPORATION


                       Article I Amendment

     The exact text of Article V., Section 2 of the Articles is
     amended to add a new Section 5.27, as set forth in Exhibit A
     and Exhibit B attached hereto, respectively.


                           Article II

      Date of each amendment's adoption:  August 26, 1999.


             Article III Manner of Adoption and Vote

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

          Article IV Compliance with Legal Requirements

The manner of the adoption of the Articles of Amendment and the
vote by which they were adopted constitute full legal compliance
with the provisions of the Act, the Articles of Incorporation,
and the By-Laws of the Corporation.
I hereby verify, subject to the penalties of perjury, that the
statements contained herein are true, this 2nd day of September,
1999.
/s/ Matthew F. Souza
Matthew F. Souza, Secretary

                                                  EXHIBIT A IRWIN

                  FINANCIAL CORPORATION

         TERMS OF SERIES A CONVERTIBLE PREFERRED SHARES

      By  resolutions adopted on April 29, 1999  and  August  26,
1999, the Board of Directors of Irwin Financial Corporation  (the
"Corporation"),  has  established  and  designated  a  series  of
Preferred  shares to be called the Series A Convertible Preferred
Shares  (the "Series A Preferred Shares"), to consist  of  67,000
shares having the following terms.
     1.   Definitions.
          "Bank" means Irwin Union Bank and Trust Company, a
     commercial bank chartered under the laws of the State of
     Indiana and a wholly-owned subsidiary of the Corporation.
     "Banking Office" means, collectively, the banking offices
     operated by the Bank in Monroe County, Indiana, including
     locations at 300 W 6th St., Bloomington, IN 47404; 1175
     College Mall Rd., Box A, Bloomington, IN 47401; and 528 S.
     College Ave., Box A, Bloomington, IN 47401.
           "Board" means the Board of Directors of the
     Corporation.

         "Common Shares" means the common shares of the
     Corporation.

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

          "Deposit Goal" means the goal that the average deposits
     at the Bank on behalf of the Banking Office for any calendar
     quarter equal or exceed $34,000,000, with the calculations
     to be made as set forth in Section 4(b)(iii) herein.

          "Person" means an individual, a partnership, a joint
     venture, a corporation, an association, a trust, or any
     other entity or organization.

          "Purchase Price" means the price per share at which the
     Series A Preferred Shares have been offered and sold by the
     Corporation to qualified investors pursuant to a
     Confidential Private Placement Memorandum.

         "Series A Preferred Shares" means the Series A
     Convertible Preferred Shares of the Corporation.

          "Start Date" means the first day of the calendar
     quarter following the closing date of the offering.  The
     Start Date is the date from which the Corporation will
     measure the amount of deposits at the Bank on behalf of the
    Banking Office for the purposes of determining conversion
     rights.
     2.   Dividends.  The holders of outstanding Series A
Preferred Shares shall not be entitled to receive any dividends
on the Series A Preferred Shares.

     3.   Redemption.

          (a)  The outstanding Series A Preferred Shares are
     redeemable at the option of the Corporation, out of the
     assets of the Corporation legally available therefor, at any
     time or from time to time, in whole and not in part, at a
     redemption price per share of Series A Preferred Shares (the
     "Redemption Price") equal to the Purchase Price; provided,
     however, that for a period of not less than 30 days prior to
     the date fixed for redemption (the "Redemption Date"), the
     holders of the outstanding Series A Preferred Shares shall
     have an option to convert each Series A Preferred Share into
     1.25 Common Shares.

          (b)  Notice of any redemption of Series A Preferred
     Shares, specifying the date fixed for redemption, the
     redemption price and the place at which shareholders may
     obtain payment of the Redemption Price upon surrender of
     their certificates, and the option of the shareholders to
     convert their Series A Preferred Shares into Common Shares,
     shall be mailed to each holder of record of the shares to be
     redeemed, at such holder's address of record, not less than
     35, nor more than 90 days prior to the Redemption Date.
     Such notice shall set forth the manner in which shareholders
     may convert their Series A Preferred Shares into Common
     Shares, or to receive the Redemption Price, upon surrender
     of their certificates.

          (c)  Unless the Corporation defaults in the payment in
     full of the Redemption Price, (i) all rights of the holders
     of such Series A Preferred Shares as shareholders of the
     Corporation by reason of the ownership of such shares
     (including, without limitation, the right to convert the
     Series A Preferred Shares into Common Shares) shall cease on
     the Redemption Date except the right to receive the amount
     payable upon redemption of such shares upon presentation and
     surrender of the respective certificates evidencing such
     shares, and (ii) such shares shall be deemed not to be
     outstanding after the Redemption Date.

          (d)  Any Series A Preferred Shares that have been
     redeemed shall, after such redemption, not be reissued as
     Series A Preferred Shares, but shall become authorized but
     unissued Preferred Shares of the Corporation, and the
     certificates evidencing such shares shall be canceled.

          (e)  Any notice required by the provisions of this
     Section 3 to be given to the holders of Series A Preferred
     Shares shall be deemed given if deposited in the United
     States mail postage prepaid, and addressed to each holder of
     record at his, her or its address appearing on the books of
     the Corporation.

     4.   Conversion Rights.  The Series A Preferred Shares shall
be convertible into Common Shares as follows:

          (a)  No Optional Conversion.  Other than pursuant to a
     redemption of the Series A Preferred Shares as set forth in
     Section 3 above, the holders of Series A Preferred Shares
shall have no optional rights to convert such shares into Common
Shares.
     (b)  Automatic Conversion.  Each Series A Preferred Share
shall be automatically converted, without any further act of the
Corporation or the holders of Series A Preferred Shares, into
fully paid and nonassessable Common Shares in the manner and at
the times specified below:
          (i)  Second Anniversary after Start Date.  If the
     Deposit Goal is met prior to twenty-four (24) months from
     the Start Date, (A) the date of the automatic conversion
     into Common Shares shall be twenty-seven (27) months after
     the Start Date, and (B) each Series A Preferred Share shall
     automatically be converted into 1.25 Common Shares.  If the
     Deposit Goal has not been met prior to twenty-four (24)
     months from the Start Date, the Series A Preferred Shares
     will not be converted into Common Shares until after the
     third anniversary of the Start Date.
          (ii) Third Anniversary after Start Date.  If the
     conversion of the Series A Preferred Shares into Common
     Shares has not previously taken place within thirty-six (36)
     months after the Start Date, then, thirty-nine (39) months
     after the Start Date, each outstanding Series A Preferred
     Share shall automatically be converted into (A) 1.10 Common
     Shares if the Deposit Goal has been met prior to the end of
     thirty-six (36) months after the Start Date, and (B) 1.02
     Common Shares if the Deposit Goal has not been met prior to
     the end of thirty-six (36) months after the Start Date.
          (iii)     Determination of Whether Deposit Goal Has
     Been Met.  The Deposit Goal shall have been met prior to a
     specified date if the average deposits at the Bank on behalf
     of the Banking Office for any calendar quarter prior to such
     date equal or exceed $34,000,000.  For the purposes of
     determining whether the Deposit Goal has been met, the
     corporation will follow the following procedures:
               Deposits:  For the purpose of making the Deposit
          Goal calculations, "deposits" means the book balances
          of all accounts which are insurable by the Federal
          Deposit Insurance Corporation (such as demand, savings,
          time, money market and NOW accounts and certificates of
          deposit), including the balances in such accounts in
          excess of $100,000; provided, however, that
          certificates of deposit shall be included in the total
          amount of deposits only to the extent that they do not
          exceed 10% of total deposits.
               Credit for Deposits:  The specific banking office
          at which a deposit account is opened receives the
          credit for the account; provided, however, that if the
          Banking Office is not authorized to accept deposits or
          has not yet opened for business, a deposit account may
          be established at another banking office on behalf of
          the Banking Office if designated as such.  The Bank's
          accounting system tracks and accounts for all
          depository accounts on a daily basis.
               Calendar Quarter Average:  After a calendar
          quarter has expired, the Bank will calculate the
          calendar quarter average of deposits for accounts
          designated as gathered on behalf of the Banking Office
          by adding the sum of the daily general ledger balance
          for such deposits and then dividing this sum by the
          number of days in the calendar quarter.

     All determinations regarding whether the Deposit Goal has
     been met as of any date shall be made by the Board of
     Directors of the Corporation, whose determinations in this
     regard shall be final and conclusive for all purposes.

      (c)  Mechanics of Conversion.  Upon the occurrence of
the dates specified in Section 4(b) above, the outstanding Series
A Preferred Shares shall be converted automatically without any
further action by the holders of such shares and whether or not
the certificates representing such shares are surrendered to the
Corporation or its transfer agent; provided, however, that the
Corporation shall not be obligated to issue to any holder
certificates evidencing the Common Shares issuable upon such
conversion unless certificates evidencing the Series A Preferred
Shares are delivered either to the Corporation or any transfer
agent designated by the Corporation.  Conversion shall be deemed
to have been effected on the date of the occurrence of the dates
specified in Section 4(b) above, as the case may be, and such
date is referred to herein as the "Conversion Date." Subject to
the provisions of Section 4(b) above, as promptly as practicable
thereafter (and after surrender of the certificate or
certificates representing the Series A Preferred Shares to the
Corporation or any transfer agent designated by the Corporation),
the Corporation shall issue and deliver to such holder a
certificate or certificates for the number of full Common Shares
to which such holder is entitled as provided in Section 4(b)
hereof.  Subject to the provisions of Section 4(b), the person in
whose name the certificate or certificates for Common Shares are
to be issued shall be deemed to have become a holder of record of
such Common Shares on the applicable Conversion Date.

     (d)  Fractional Shares.  No fractional Common Shares or
scrip shall be issued upon conversion of Series A Preferred
Shares.  In lieu of any fractional Common Shares which would
otherwise be issuable upon conversion of any Series A Preferred
Shares, the number of full Common Shares issuable upon conversion
thereof shall be increased to the next higher number of whole
shares.

     (e)  Rights After Conversion Date.  From and after the
Conversion Date (unless the Corporation defaults in issuing
Common Shares in conversion for the outstanding Series A
Preferred Shares on the Conversion Date), such Series A Preferred
Shares shall be deemed not to be outstanding and all rights of
the holders of such shares as Shareholders of the Corporation by
reason of the ownership of such shares shall cease, except the
right to receive Common Shares as provided in Section 4(b) herein
on presentation and surrender of the respective certificates
evidencing such Series A Preferred Shares.  Upon presentation and
surrender, on or after the Conversion Date, of any certificate
evidencing Series A Preferred Shares (properly endorsed or
assigned for transfer, if the Corporation shall so require), such
shares shall be converted by the Corporation for Common Shares as
provided in this Section 4.

          (f)  Authorized, But Unissued Shares.  Any Series A
     Preferred Shares that shall at any time have been converted
     into Common Shares pursuant to this Section 4 shall, after
     such conversion become authorized but unissued Preferred
     Shares of the Corporation, and the certificates evidencing
     such shares shall be canceled.
          (g)  Reservation of Shares.  The Corporation shall
     reserve at all times so long as any Series A Preferred
     Shares remain outstanding, free from preemptive rights, out
     of its treasury shares or its authorized but unissued Common
     Shares, or both, solely for the purpose of effecting the
     conversion of the Series A Preferred Shares, sufficient
     Common Shares to provide for the conversion of all
     outstanding Series A Preferred Shares.
          (h)  Fully Paid and Nonassessable Shares.  All Common
     Shares or other securities which may be issued upon
     conversion of the Series A Preferred Shares will upon
     issuance by the Corporation be duly and validly issued,
     fully paid and nonassessable and free from all taxes, liens
     and charges with respect to the issuance thereof and the
     Corporation shall take no action which would cause a
     contrary result.
     5.   Conversion Ratio Adjustments.  The number of Common
Shares into which the Series A Preferred Shares shall be
converted pursuant to Section 4 (the "Conversion Ratios") and the
securities or other property deliverable upon conversion of the
Series A Preferred Shares shall be subject to adjustment from
time to time as follows:

          (a)  Share Subdivisions or Split-Ups.  If the number of
     Common Shares outstanding at any time after the date of
     issuance of the Series A Preferred Shares is increased by a
     subdivision or split-up of Common Shares, then immediately
     after the record date fixed for the determination of holders
     of Common Shares entitled to receive such subdivision or
     split-up, as the case may be, the Conversion Ratios shall be
     appropriately increased so that the holder of any Series A
     Preferred Shares thereafter converted shall be entitled to
     receive the number of Common Shares of the Corporation which
     the holder would have owned immediately following such
     action had such Series A Preferred Shares been converted
     immediately prior thereto.

          (b)  Combinations of Shares.  If the number of Common
     Shares outstanding at any time after the date of issuance of
     the Series A Preferred Shares is decreased by a combination
     of the outstanding Common Shares, then, immediately after
     the effective date of such combination, the Conversion
     Ratios applicable thereto shall be appropriately decreased
     so that the holder of any Series A Preferred Shares
     thereafter converted shall be entitled to receive the number
     of Common Shares of the Corporation which the holder would
     have owned immediately following such action had such Series
     A Preferred Shares been converted immediately prior thereto.

          (c)  Reorganization, Reclassification, Merger, Sale of
     All Assets, etc. In case of any capital reorganization of
     the Corporation, or of any reclassification of the Common
     Shares, or in case of the consolidation of the Corporation
     with or the merger of the Corporation with or into any other
     Person or of the sale, lease or other transfer of all or
     substantially all of the assets of the Corporation to any
other Person, or in the case of any distribution of cash or other
assets or of notes or other indebtedness of the Corporation or
any other securities of the Corporation (except Common Shares) to
the holders of its Common Shares, each Series A Preferred Share
shall, after such capital reorganization, reclassification,
consolidation, merger, sale, lease or other transfer or such
distribution, be convertible into the number of shares or other
securities or property to which the Common Shares issuable (at
the time of such capital reorganization, reclassification,
consolidation, merger, sale, lease or other transfer or such
distribution) upon conversion of such Series A Preferred Shares
would have been entitled upon such capital reorganization,
reclassification, consolidation, merger, sale, lease or other
transfer or such distribution in place of (or in addition to, in
the case of any such event after which Common Shares remain
outstanding) the Common Shares into which such  Series A
Preferred Shares would otherwise have been convertible; and in
any such case, if necessary, the provisions set forth herein with
respect to the rights and interest thereafter of the holders of
Series A Preferred Shares shall be appropriately adjusted so as
to be applicable, as nearly as may reasonably be, to any shares
or other securities or property thereafter deliverable on the
conversion of the Series A Preferred Shares.
     (d)  Rounding of Calculations; Minimum Adjustment.  All
calculations under this Section 5 shall be made to the nearest
one hundredth (1/100th) of a Common Share, as the case may be.
Any provision of this Section 5 to the contrary notwithstanding,
no adjustment in the Conversion Ratios shall be made if the
amount of such adjustment would be less than one hundredth of a
Common Share, but any such amount shall be carried forward and an
adjustment with respect thereto shall be made at the time of any
subsequent adjustment which, together with such amount and any
other amount or amounts so carried forward, shall aggregate one
hundredth of a Common Share or more.
       (e)  Timing of Issuance of Additional Common Shares
upon Certain Adjustments.  In any case in which the provisions of
this Section 5 shall require that an adjustment shall become
effective immediately after a record date for an event, the
Corporation may defer until the occurrence of such event issuing
to the holder of any Series A Preferred Shares converted after
such record date and before the occurrence of such event the
additional Common Shares or other property issuable or
deliverable upon such conversion by reason of the adjustment
required by such event over and above the Common Shares or other
property issuable or deliverable upon such conversion before
giving effect to such adjustment; provided, however, that the
Corporation upon request shall deliver to such holder a due bill
or other appropriate instrument evidencing such holder's right to
receive such additional shares or other property, and such cash,
upon the occurrence of the event requiring such adjustment.

       (f)  Statement Regarding Adjustments.  Whenever the
Conversion Ratios shall be adjusted as provided in this Section
5, the Corporation shall forthwith file, at the office of any
transfer agent for the Series A Preferred Shares and at the
principal office of the Corporation a statement showing in detail
the facts requiring such adjustment and the Conversion Ratios
that shall be in effect after such adjustment, and the
Corporation shall also cause
     a copy of such statement to be mailed, first class postage
     prepaid, to each holder of Series A Preferred Shares at its
     address appearing on the Corporation's records.
          (g)  Cost.  The Corporation shall pay all documentary,
     stamp, transfer or other transactional taxes attributable to
     the issuance or delivery of Common Shares of the Corporation
     or other securities or property upon conversion of any
     Series A Preferred Shares; provided, however, that the
     Corporation shall not be required to pay any taxes which may
     be payable in respect of any transfer involved in the
     issuance or delivery of any certificate for such shares or
     securities in the name other than that of the holder of
     Series A Preferred Shares in respect of which such shares
     are being issued.
     6.   Voting.  The holders of Series A Preferred Shares shall
have no right or power to vote on any matter except as required
by law.  In any matter on which the holders of Series A Preferred
Shares shall, as a matter of law, be entitled to vote, the
holders shall be entitled to one vote for each Series A Preferred
Share held.

     7.   Liquidation Rights.

          (a)  Upon the dissolution, liquidation or winding up of
     the Corporation, whether voluntary or involuntary, the
     holders of Series A Preferred Shares then outstanding shall
     be entitled to receive out of the assets of the Corporation
     available for distribution to equity holders, an amount per
     share in cash equal to the Purchase Price before any payment
     or distribution shall be made on the Common Shares or on any
     other class of capital shares of the Corporation ranking
     junior to the Series A Preferred Shares upon liquidation.
     All outstanding shares of any other series of preferred
     shares shall rank at parity with the Series A Preferred
     Shares.  The consolidation or merger of the Corporation, or
     a sale, exchange or transfer of all or substantially all of
     its assets as an entirety, shall not be regarded as a
     "dissolution, liquidation or winding up of the Corporation"
     within the meaning of this Section 7(a).

          (b)  After the payment to the holders of Series A
     Preferred Shares of the full preferential amounts fixed
     hereby for Series A Preferred Shares, the holders of Series
     A Preferred Shares as such shall have no right or claim to
     any of the remaining assets of the Corporation.

          (c)  If the assets of the Corporation available for
     distribution to the holders of Series A Preferred Shares
     upon dissolution, liquidation or winding up of the
     Corporation are insufficient to pay in full all amounts to
     which such holders are entitled pursuant to Section 7(a), no
     distribution shall be made on account of any shares of a
     class or series of capital shares of the Corporation ranking
     on a parity with the Series A Preferred Shares, if any, upon
     such dissolution, liquidation or winding up unless
     proportionate distributive amounts shall be paid on account
     of the Series A Preferred Shares, ratably, in proportion to
     the full distributable amounts for which holders of all such
     parity shares are respectively entitled upon such
     dissolution, liquidation or winding up.

     8.   Reports to Holders of Series A Preferred Shares.  For
so long as there shall remain outstanding any Series A Preferred
Shares, the Corporation shall furnish to each holder of record of
Series A Preferred Shares (i) all reports or other correspondence
sent by the Corporation to holders of record of the Common Shares
of the Corporation, and (ii) a quarterly report setting forth the
average monthly deposits on behalf of the Banking Office.
     9.   Certain Covenants.  So long as any Series A Preferred
Shares are outstanding, without the prior written consent of the
holders of a majority of the outstanding Series A Preferred
Shares, the Corporation shall not amend, alter or repeal any
provisions of this Resolution Establishing Series A Convertible
Preferred Shares, or otherwise amend, alter or repeal any
provision of the Articles of Incorporation of the Corporation so
as to affect adversely the preferences, rights, powers or
privileges of the Series A Preferred Shares.

     10.  Certain Events.  If any event occurs of the type
contemplated but not expressly provided for by the provisions of
Section 4 or Section 5 herein, then the Corporation's Board of
Directors will make an appropriate adjustment in the Conversion
Ratios for the Series A Preferred Shares to protect the rights of
the holders thereof.

     11.  Exclusion of Other Rights.  Unless otherwise required
by law, the Series A Preferred Shares shall not have any voting
powers, preferences or relative, participating, optional or other
special rights other than those specifically set forth herein.

                  ARTICLES OF AMENDMENT OF THE

                    ARTICLES OF INCORPORATION

                  ARTICLES OF AMENDMENT OF THE
                  ARTICLES OF INCORPORATION OF:

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

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

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

                     ARTICLE I Amendment(s)

   The exact text of Article(s) V., Section 2 of the Articles

      (NOTE: if amending the name of corporation, write Article
      'I' in space above and write, "The name of the Corporation
      is_____" below.)

    1.   Section 5.27 is amended as set forth in Exhibit A
attached
      hereto, respectively.
 2.   Section 5/28 is amended as set forth in Exhibit B attached
      hereto, respectively.
    3.   Amended to add a new Section 5.29 as set forth in
      Exhibit C attached hereto, respectively.

                           ARTICLE II

Date of each amendment's adoption: October 8, 1999

             ARTICLE III Manner of Adoption and Vote

 Mark applicable section: NOTE - Only in limited situations does
 Indiana law permit an Amendment without shareholder approval.
 Because a name change requires shareholder approval, Section 2
 must be marked and either A or B completed.

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

          ARTICLE IV Compliance with Legal Requirements

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

   I hereby verify, subject to the penalties of perjury, that the
   statements contained herein are true, this 26th day of
   October, 1999.

    Signature of current officer or chairman of the board /s/
   Ellen Z. Mufson
    Printed name of officer or chairman of the board Ellen Z.
   Mufson

   Signature's title Assistant Secretary





                 CERTIFIED COPY OF A RESOLUTION





I HEREBY CERTIFY that I am the Assistant Secretary of Irwin
Financial Corporation, an Indiana corporation, and that the
following resolution was adopted by the Board of Directors of
said Corporation on October 8, 1999:


                        [Attached Herein]


IN WITNESS WHEREOF, I have hereunto subscribed my name and
affixed the corporate seal this 26th day of October 1999.



                              /s/ Ellen Z. Mufson
_________________________________
                              Ellen Z. Mufson, Assistant
Secretary

                                                  EXHIBIT A
                  IRWIN FINANCIAL CORPORATION
                          AMENDMENT TO
         TERMS OF SERIES A CONVERTIBLE PREFERRED SHARES

      By  Unanimous  Written Consent effective as of  October  8,
1999, the Board of Directors of Irwin Financial Corporation  (the
"Corporation"), has amended the terms of its Series A Convertible
Preferred Shares (the "Series A Preferred Shares"), to consist of
66,666 shares, and further as follows:


     1.   Definitions.
          "Bank" means Irwin Union Bank and Trust Company, a
     commercial bank chartered under the laws of the State of
     Indiana and a wholly-owned subsidiary of the Corporation.
          "Banking Office" means, collectively, the banking
     offices operated by the Bank in Monroe County, Indiana,
     including locations at 300 W. 6th St., Bloomington, IN
     47404; 1175 College Mall Rd., Box A, Bloomington, IN 47401;
     and 528 S. College Ave., Box A, Bloomington, IN 47401.
           "Board" means the Board of Directors of the
     Corporation.
         "Common Shares" means the common shares of the
     Corporation.

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

          "Deposit Goal" means the goal that the average deposits
     at the Bank on behalf of the Banking Office for any calendar
     quarter equal or exceed $50,000,000, with the calculations
     to be made as set forth in Section 4(b)(iii) herein.

          "Person" means an individual, a partnership, a joint
     venture, a corporation, an association, a trust, or any
     other entity or organization.

          "Purchase Price" means the price per share at which the
     Series A Preferred Shares have been offered and sold by the
     Corporation to qualified investors pursuant to a
     Confidential Private Placement Memorandum.

         "Series A Preferred Shares" means the Series A
     Convertible Preferred Shares of the Corporation.

          "Start Date" means the first day of the calendar
     quarter following the closing date of the offering.  The
     Start Date is the date from which the Corporation will
     measure the amount of deposits at the Bank on behalf of the
     Banking Office for the purposes of determining conversion
     rights.

     2.   Dividends.  The holders of outstanding Series A
Preferred Shares shall not be entitled to receive any dividends
on the Series A Preferred Shares.

     3.   Redemption.

          (a)  The outstanding Series A Preferred Shares are
     redeemable at the option of the Corporation, out of the
     assets of the Corporation legally available therefor, at any
     time or from time to time, in whole and not in part, at a
     redemption price per share of Series A Preferred Shares (the
     "Redemption Price") equal to the Purchase Price; provided,
     however, that for a period of not less than 30 days prior to
     the date fixed for redemption (the "Redemption Date"), the
     holders of the outstanding Series A Preferred Shares shall
     have an option to convert each Series A Preferred Share into
     1.25 Common Shares.

          (b)  Notice of any redemption of Series A Preferred
     Shares, specifying the date fixed for redemption, the
     redemption price and the place at which shareholders may
     obtain payment of the Redemption Price upon surrender of
     their certificates, and the option of the shareholders to
     convert their Series A Preferred Shares into Common Shares,
     shall be mailed to each holder of record of the shares to be
     redeemed, at such holder's address of record, not less than
     35, nor more than 90 days prior to the Redemption Date.
     Such notice shall set forth the manner in which shareholders
     may convert their Series A Preferred Shares into Common
     Shares, or to receive the Redemption Price, upon surrender
     of their certificates.

          (c)  Unless the Corporation defaults in the payment in
     full of the Redemption Price, (i) all rights of the holders
     of such Series A Preferred Shares as shareholders of the
     Corporation by reason of the ownership of such shares
     (including, without limitation, the right to convert the
     Series A Preferred Shares into Common Shares) shall cease on
     the Redemption Date except the right to receive the amount
     payable upon redemption of such shares upon presentation and
     surrender of the respective certificates evidencing such
     shares, and (ii) such shares shall be deemed not to be
     outstanding after the Redemption Date.
          (d)  Any Series A Preferred Shares that have been
     redeemed shall, after such redemption, not be reissued as
     Series A Preferred Shares, but shall become authorized but
     unissued Preferred Shares of the Corporation, and the
     certificates evidencing such shares shall be canceled.
          (e)  Any notice required by the provisions of this
     Section 3 to be given to the holders of Series A Preferred
     Shares shall be deemed given if deposited in the United
     States mail postage prepaid, and addressed to each holder of
     record at his, her or its address appearing on the books of
     the Corporation.
     4.   Conversion Rights.  The Series A Preferred Shares shall
be convertible into Common Shares as follows:

          (a)  No Optional Conversion.  Other than pursuant to a
     redemption of the Series A Preferred Shares as set forth in
     Section 3 above, the holders of Series A Preferred Shares
     shall have no optional rights to convert such shares into
     Common Shares.

          (b)  Automatic Conversion.  Each Series A Preferred
     Share shall be automatically converted, without any further
     act of the Corporation or the holders of Series A Preferred
     Shares, into fully paid and nonassessable Common Shares in
     the manner and at the times specified below:

               (i)  Second Anniversary after Start Date.  If the
          Deposit Goal is met prior to twenty-four (24) months
          from the Start Date, (A) the date of the automatic
          conversion into Common Shares shall be twenty-seven
          (27) months after the Start Date, and (B) each Series A
          Preferred Share shall automatically be converted into
          1.25 Common Shares.  If the Deposit Goal has not been
          met prior to twenty-four (24) months from the Start
          Date, the Series A Preferred Shares will not be
          converted into Common Shares until after the third
          anniversary of the Start Date.
               (ii) Third Anniversary after Start Date.  If the
          conversion of the Series A Preferred Shares into Common
          Shares has not previously taken place within thirty-six
          (36) months after the Start Date, then, thirty-nine
          (39) months after the Start Date, each outstanding
          Series A Preferred Share shall automatically be
     converted into (A) 1.10 Common Shares if the Deposit Goal
     has been met prior to the end of thirty-six (36) months
     after the Start Date, and (B) 1.02 Common Shares if the
     Deposit Goal has not been met prior to the end of thirty-six
     (36) months after the Start Date.
          (iii)     Determination of Whether Deposit Goal Has
     Been Met.  The Deposit Goal shall have been met prior to a
     specified date if the average deposits at the Bank on behalf
     of the Banking Office for any calendar quarter prior to such
     date equal or exceed $50,000,000.  For the purposes of
     determining whether the Deposit Goal has been met, the
     Corporation will follow the following procedures:
               Deposits:  For the purpose of making the Deposit
          Goal calculations, "deposits" means the book balances
          of all accounts which are insurable by the Federal
          Deposit Insurance Corporation (such as demand, savings,
          time, money market and NOW accounts and certificates of
          deposit), including the balances in such accounts in
          excess of $100,000; provided, however, that
          certificates of deposit in amounts of $100,000 or more
          shall be included in the total amount of deposits only
          to the extent such certificates of deposit do not
          exceed 10% of total deposits.
               Credit for Deposits:  The specific banking office
          at which a deposit account is opened receives the
          credit for the account; provided, however, that if the
          Banking Office is not authorized to accept deposits or
          has not yet opened for business, a deposit account may
          be established at another banking office on behalf of
          the Banking Office if designated as such.  The Bank's
          accounting system tracks and accounts for all
          depository accounts on a daily basis.
               Calendar Quarter Average:  After a calendar
          quarter has expired, the Bank will calculate the
          calendar quarter average of deposits for accounts
          designated as gathered on behalf of the Banking Office
          by adding the sum of the daily general ledger balance
          for such deposits and then dividing this sum by the
          number of days in the calendar quarter.
      All determinations regarding whether the Deposit Goal
     has been met as of any date shall be made by the
     Corporation.  Such determinations in this regard shall be
     final and conclusive for all purposes.

      (c)  Mechanics of Conversion.  Upon the occurrence of
the dates specified in Section 4(b) above, the outstanding Series
A Preferred Shares shall be converted automatically without any
further action by the holders of such shares and whether or not
the certificates representing such shares are surrendered to the
Corporation or its transfer agent; provided, however, that the
Corporation shall not be obligated to issue to any holder
certificates evidencing the Common Shares issuable upon such
conversion unless certificates evidencing the Series A Preferred
Shares are delivered either to the Corporation or any transfer
agent designated by the Corporation.  Conversion shall be deemed
to have been effected on the date of the occurrence of the
dates specified in Section 4(b) above, as the case may be, and
such date is referred to herein as the "Conversion Date." Subject
to the provisions of Section 4(b) above, as promptly as
practicable thereafter (and after surrender of the certificate or
certificates representing the Series A Preferred Shares to the
Corporation or any transfer agent designated by the Corporation),
the Corporation shall issue and deliver to such holder a
certificate or certificates for the number of full Common Shares
to which such holder is entitled as provided in Section 4(b)
hereof.  Subject to the provisions of Section 4(b), the person in
whose name the certificate or certificates for Common Shares are
to be issued shall be deemed to have become a holder of record of
such Common Shares on the applicable Conversion Date.

     (d)  Fractional Shares.  No fractional Common Shares or
scrip shall be issued upon conversion of Series A Preferred
Shares.  In lieu of any fractional Common Shares which would
otherwise be issuable upon conversion of any Series A Preferred
Shares, the number of full Common Shares issuable upon conversion
thereof shall be increased to the next higher number of whole
shares.
     (e)  Rights After Conversion Date.  From and after the
Conversion Date (unless the Corporation defaults in issuing
Common Shares in conversion for the outstanding Series A
Preferred Shares on the Conversion Date), such Series A Preferred
Shares shall be deemed not to be outstanding and all rights of
the holders of such shares as Shareholders of the Corporation by
reason of the ownership of such shares shall cease, except the
right to receive Common Shares as provided in Section 4(b) herein
on presentation and surrender of the respective certificates
evidencing such Series A Preferred Shares.  Upon presentation and
surrender, on or after the Conversion Date, of any certificate
evidencing Series A Preferred Shares (properly endorsed or
assigned for transfer, if the Corporation shall so require), such
shares shall be converted by the Corporation for Common Shares as
provided in this Section 4.
     (f)  Authorized, But Unissued Shares.  Any Series A
Preferred Shares that shall at any time have been converted into
Common Shares pursuant to this Section 4 shall, after such
conversion become authorized but unissued Preferred Shares of the
Corporation, and the certificates evidencing such shares shall be
canceled.
       (g)  Reservation of Shares.  The Corporation shall
reserve at all times so long as any Series A Preferred Shares
remain outstanding, free from preemptive rights, out of its
treasury shares or its authorized but unissued Common Shares, or
both, solely for the purpose of effecting the conversion of the
Series A Preferred Shares, sufficient Common Shares to provide
for the conversion of all outstanding Series A Preferred Shares.

      (h)  Fully Paid and Nonassessable Shares.  All Common
Shares or other securities which may be issued upon conversion of
the Series A Preferred Shares will upon issuance by the
Corporation be duly and validly issued, fully paid and
nonassessable and free from all taxes, liens and charges with
respect to the issuance thereof and the Corporation shall take no
action which would cause a contrary result.

5.   Conversion Ratio Adjustments.  The number of Common
Shares into which the Series A Preferred Shares shall be
converted pursuant to Section 4 (the "Conversion Ratios") and the
securities or other property deliverable upon conversion of the
Series A Preferred Shares shall be subject to adjustment from
time to time as follows:
          (a)  Share Subdivisions or Split-Ups.  If the number of
     Common Shares outstanding at any time after the date of
     issuance of the Series A Preferred Shares is increased by a
     subdivision or split-up of Common Shares, then immediately
     after the record date fixed for the determination of holders
     of Common Shares entitled to receive such subdivision or
     split-up, as the case may be, the Conversion Ratios shall be
     appropriately increased so that the holder of any Series A
     Preferred Shares thereafter converted shall be entitled to
     receive the number of Common Shares of the Corporation which
     the holder would have owned immediately following such
     action had such Series A Preferred Shares been converted
     immediately prior thereto.
          (b)  Combinations of Shares.  If the number of Common
     Shares outstanding at any time after the date of issuance of
     the Series A Preferred Shares is decreased by a combination
     of the outstanding Common Shares, then, immediately after
     the effective date of such combination, the Conversion
     Ratios applicable thereto shall be appropriately decreased
     so that the holder of any Series A Preferred Shares
     thereafter converted shall be entitled to receive the number
     of Common Shares of the Corporation which the holder would
     have owned immediately following such action had such Series
     A Preferred Shares been converted immediately prior thereto.
          (c)  Reorganization, Reclassification, Merger, Sale of
     All Assets, etc. In case of any capital reorganization of
     the Corporation, or of any reclassification of the Common
     Shares, or in case of the consolidation of the Corporation
     with or the merger of the Corporation with or into any other
     Person or of the sale, lease or other transfer of all or
     substantially all of the assets of the Corporation to any
     other Person, or in the case of any distribution of cash or
     other assets or of notes or other indebtedness of the
     Corporation or any other securities of the Corporation
     (except Common Shares) to the holders of its Common Shares,
     each Series A Preferred Share shall, after such capital
     reorganization, reclassification, consolidation, merger,
     sale, lease or other transfer or such distribution, be
     convertible into the number of shares or other securities or
     property to which the Common Shares issuable (at the time of
     such capital reorganization, reclassification,
     consolidation, merger, sale, lease or other transfer or such
     distribution) upon conversion of such Series A Preferred
     Shares would have been entitled upon such capital
     reorganization, reclassification, consolidation, merger,
     sale, lease or other transfer or such distribution in place
     of (or in addition to, in the case of any such event after
     which Common Shares remain outstanding) the Common Shares
     into which such  Series A Preferred Shares would otherwise
     have been convertible; and in any such case, if necessary,
     the provisions set forth herein with respect to the rights
     and interest thereafter of the holders of Series A Preferred
     Shares shall be appropriately adjusted so as to be
     applicable, as nearly as may reasonably be, to any shares or
     other securities or property thereafter deliverable on the
     conversion of the Series A Preferred Shares.
          (d)  Rounding of Calculations; Minimum Adjustment.  All
     calculations under this Section 5 shall be made to the
     nearest one hundredth (1/100th) of a Common Share, as the
     case may be.  Any provision of this Section 5 to the
     contrary notwithstanding, no adjustment in the Conversion
     Ratios shall be made if the amount of such adjustment would
     be less than one hundredth of a Common Share, but any such
     amount shall be carried forward and an adjustment with
     respect thereto shall be made at the time of any subsequent
     adjustment which, together with such amount and any other
     amount or amounts so carried forward, shall aggregate one
     hundredth of a Common Share or more.

          (e)  Timing of Issuance of Additional Common Shares
     upon Certain Adjustments.  In any case in which the
     provisions of this Section 5 shall require that an
     adjustment shall become effective immediately after a record
     date for an event, the Corporation may defer until the
     occurrence of such event issuing to the holder of any Series
     A Preferred Shares converted after such record date and
     before the occurrence of such event the additional Common
     Shares or other property issuable or deliverable upon such
     conversion by reason of the adjustment required by such
     event over and above the Common Shares or other property
     issuable or deliverable upon such conversion before giving
     effect to such adjustment; provided, however, that the
     Corporation upon request shall deliver to such holder a due
     bill or other appropriate instrument evidencing such
     holder's right to receive such additional shares or other
     property, and such cash, upon the occurrence of the event
     requiring such adjustment.

          (f)  Statement Regarding Adjustments.  Whenever the
     Conversion Ratios shall be adjusted as provided in this
     Section 5, the Corporation shall forthwith file, at the
     office of any transfer agent for the Series A Preferred
     Shares and at the principal office of the Corporation a
     statement showing in detail the facts requiring such
     adjustment and the Conversion Ratios that shall be in effect
     after such adjustment, and the Corporation shall also cause
     a copy of such statement to be mailed, first class postage
     prepaid, to each holder of Series A Preferred Shares at its
     address appearing on the Corporation's records.

          (g)  Cost.  The Corporation shall pay all documentary,
     stamp, transfer or other transactional taxes attributable to
     the issuance or delivery of Common Shares of the Corporation
     or other securities or property upon conversion of any
     Series A Preferred Shares; provided, however, that the
     Corporation shall not be required to pay any taxes which may
     be payable in respect of any transfer involved in the
     issuance or delivery of any certificate for such shares or
     securities in the name other than that of the holder of
     Series A Preferred Shares in respect of which such shares
     are being issued.

     6.   Voting.  The holders of Series A Preferred Shares shall
have no right or power to vote on any matter except as required
by law.  In any matter on which the holders of Series A Preferred
Shares shall, as a matter of law, be entitled to vote, the
holders shall be entitled to one vote for each Series A Preferred
Share held.

     7.   Liquidation Rights.

          (a)  Upon the dissolution, liquidation or winding up of
     the Corporation, whether voluntary or involuntary, the
     holders of Series A Preferred Shares then outstanding shall
     be entitled to receive out of the assets of the Corporation
     available for distribution to equity holders, an amount per
     share in cash equal to the Purchase Price before any payment
     or distribution shall be made on the Common Shares or on any
     other class of capital shares of the Corporation ranking
     junior to the Series A Preferred Shares upon liquidation.
     All outstanding shares of any other series of preferred
     shares shall rank at parity with the Series A Preferred
     Shares.  The consolidation or merger of the Corporation, or
     a sale, exchange or transfer of all or substantially all of
     its assets as an entirety, shall not be regarded as a
     "dissolution, liquidation or winding up of the Corporation"
     within the meaning of this Section 7(a).

          (b)  After the payment to the holders of Series A
     Preferred Shares of the full preferential amounts fixed
     hereby for Series A Preferred Shares, the holders of Series
     A Preferred Shares as such shall have no right or claim to
     any of the remaining assets of the Corporation.

          (c)  If the assets of the Corporation available for
     distribution to the holders of Series A Preferred Shares
     upon dissolution, liquidation or winding up of the
     Corporation are insufficient to pay in full all amounts to
     which such holders are entitled pursuant to Section 7(a), no
     distribution shall be made on account of any shares of a
     class or series of capital shares of the Corporation ranking
     on a parity with the Series A Preferred Shares, if any, upon
     such dissolution, liquidation or winding up unless
     proportionate distributive amounts shall be paid on account
     of the Series A Preferred Shares, ratably, in proportion to
     the full distributable amounts for which holders of all such
     parity shares are respectively entitled upon such
     dissolution, liquidation or winding up.

     8.   Reports to Holders of Series A Preferred Shares.  For
so long as there shall remain outstanding any Series A Preferred
Shares, the Corporation shall furnish to each holder of record of
Series A Preferred Shares (i) all reports or other correspondence
sent by the Corporation to holders of record of the Common Shares
of the Corporation, and (ii) a quarterly report setting forth the
average monthly deposits on behalf of the Banking Office.

     9.   Certain Covenants.  So long as any Series A Preferred
Shares are outstanding, without the prior written consent of the
holders of a majority of the outstanding Series A Preferred
Shares, the Corporation shall not amend, alter or repeal any
provisions of this Resolution Establishing Series A Convertible
Preferred Shares, or otherwise amend, alter or repeal any
provision of the Articles of Incorporation of the Corporation so
as to affect adversely the preferences, rights, powers or
privileges of the Series A Preferred Shares.

     10.  Certain Events.  If any event occurs of the type
contemplated but not expressly provided for by the provisions of
Section 4 or Section 5 herein, then the Corporation's Board of
Directors will make an appropriate adjustment in the Conversion
Ratios for the Series A Preferred Shares to protect the rights of
the holders thereof.

     11.  Exclusion of Other Rights.  Unless otherwise required
by law, the Series A Preferred Shares shall not have any voting
powers, preferences or relative, participating, optional or other
special rights other than those specifically set forth herein.


                                                  EXHIBIT B
                   IRWIN FINANCIAL CORPORATION
                          AMENDMENT TO
         TERMS OF SERIES B CONVERTIBLE PREFERRED SHARES


     By Unanimous Written Consent effective as of October 8,
1999, the Board of Directors of Irwin Financial Corporation (the
"Corporation"), has amended the terms of its Series B Convertible
Preferred Shares (the "Series B Preferred Shares"), to consist of
66,666 shares, and further as follows:


     1.   Definitions.

          "Bank" means Irwin Union Bank and Trust Company, a
     commercial bank chartered under the laws of the State of
     Indiana and a wholly-owned subsidiary of the Corporation.

          "Banking Office" means the banking office operated by
     the Bank at 555 W. Crosstown Parkway, Kalamazoo, Michigan
     49008.

           "Board" means the Board of Directors of the
     Corporation.

         "Common Shares" means the common shares of the
     Corporation.

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

          "Deposit Goal" means the goal that the average deposits
     at the Bank on behalf of the Banking Office for any calendar
     quarter equal or exceed $25,000,000, with the calculations
     to be made as set forth in Section 4(b)(iii) herein.

          "Person" means an individual, a partnership, a joint
     venture, a corporation, an association, a trust, or any
     other entity or organization.

          "Purchase Price" means the price per share at which the
     Series B Preferred Shares have been offered and sold by the
     Corporation to qualified investors pursuant to a
     Confidential Private Placement Memorandum.

         "Series B Preferred Shares" means the Series B
     Convertible Preferred Shares of the Corporation.

          "Start Date" means the first day of the calendar
     quarter following the closing date of the offering.  The
     Start Date is the date from which the Corporation will
     measure the amount of deposits at the Bank on behalf of the
     Banking Office for the purposes of determining conversion
     rights.

     2.   Dividends.  The holders of outstanding Series B
Preferred Shares shall not be entitled to receive any dividends
on the Series B Preferred Shares.

     3.   Redemption.

          (a)  The outstanding Series B Preferred Shares are
     redeemable at the option of the Corporation, out of the
     assets of the Corporation legally available therefor, at any
     time or from time to time, in whole and not in part, at a
     redemption price per share of Series B Preferred Shares (the
     "Redemption Price") equal to the Purchase Price; provided,
     however, that for a period of not less than 30 days prior to
     the date fixed for redemption (the "Redemption Date"), the
     holders of the outstanding Series B Preferred Shares shall
     have an option to convert each Series B Preferred Share into
     1.25 Common Shares.
          (b)  Notice of any redemption of Series B Preferred
     Shares, specifying the date fixed for redemption, the
     redemption price and the place at which shareholders may
     obtain payment of the Redemption Price upon surrender of
     their certificates, and the option of the shareholders to
     convert their Series B Preferred Shares into Common Shares,
     shall be mailed to each holder of record of the shares to be
     redeemed, at such holder's address of record, not less than
     35, nor more than 90 days prior to the Redemption Date.
     Such notice shall set forth the manner in which shareholders
     may convert their Series B Preferred Shares into Common
     Shares, or to receive the Redemption Price, upon surrender
     of their certificates.

          (c)  Unless the Corporation defaults in the payment in
     full of the Redemption Price, (i) all rights of the holders
     of such Series B Preferred Shares as shareholders of the
     Corporation by reason of the ownership of such shares
     (including, without limitation, the right to convert the
     Series B Preferred Shares into Common Shares) shall cease on
     the Redemption Date except the right to receive the amount
     payable upon redemption of such shares upon presentation and
     surrender of the respective certificates evidencing such
     shares, and (ii) such shares shall be deemed not to be
     outstanding after the Redemption Date.

          (d)  Any Series B Preferred Shares that have been
     redeemed shall, after such redemption, not be reissued as
     Series B Preferred Shares, but shall become authorized but
     unissued Preferred Shares of the Corporation, and the
     certificates evidencing such shares shall be canceled.

          (e)  Any notice required by the provisions of this
     Section 3 to be given to the holders of Series B Preferred
     Shares shall be deemed given if deposited in the United
     States mail postage prepaid, and addressed to each holder of
     record at his, her or its address appearing on the books of
     the Corporation.

     4.   Conversion Rights.  The Series B Preferred Shares shall
be convertible into Common Shares as follows:

          (a)  No Optional Conversion.  Other than pursuant to a
     redemption of the Series B Preferred Shares as set forth in
     Section 3 above, the holders of Series B Preferred Shares
     shall have no optional rights to convert such shares into
     Common Shares.

          (b)  Automatic Conversion.  Each Series B Preferred
     Share shall be automatically converted, without any further
     act of the Corporation or the holders of Series B Preferred
     Shares, into fully paid and nonassessable Common Shares in
     the manner and at the times specified below:

               (i)  Second Anniversary after Start Date.  If the
          Deposit Goal is met prior to twenty-four (24) months
from the Start Date, (A) the date of the automatic conversion
into Common Shares shall be twenty-seven (27) months after the
Start Date, and (B) each Series B Preferred Share shall
automatically be converted into 1.25 Common Shares.  If the
Deposit Goal has not been met prior to twenty-four (24) months
from the Start Date, the Series B Preferred Shares will not be
converted into Common Shares until after the third anniversary of
the Start Date.
     (ii) Third Anniversary after Start Date.  If the conversion
of the Series B Preferred Shares into Common Shares has not
previously taken place within thirty-six (36) months after the
Start Date, then, thirty-nine (39) months after the Start Date,
each outstanding Series B Preferred Share shall automatically be
converted into (A) 1.10 Common Shares if the Deposit Goal has
been met prior to the end of thirty-six (36) months after the
Start Date, and (B) 1.02 Common Shares if the Deposit Goal has
not been met prior to the end of thirty-six (36) months after the
Start Date.
         (iii)     Determination of Whether Deposit Goal
Has Been Met.  The Deposit Goal shall have been met prior to a
specified date if the average deposits at the Bank on behalf of
the Banking Office for any calendar quarter prior to such date
equal or exceed $25,000,000.  For the purposes of determining
whether the Deposit Goal has been met, the Corporation will
follow the following procedures:

          Deposits:  For the purpose of making the Deposit Goal
     calculations, "deposits" means the book balances of all
     accounts which are insurable by the Federal Deposit
     Insurance Corporation (such as demand, savings, time, money
     market and NOW accounts and certificates of deposit),
     including the balances in such accounts in excess of
     $100,000; provided, however, that certificates of deposit in
     amounts of $100,000 or more shall be included in the total
     amount of deposits only to the extent such certificates of
     deposit do not exceed 10% of total deposits.
          Credit for Deposits:  The specific banking office at
     which a deposit account is opened receives the credit for
     the account; provided, however, that if the Banking Office
     is not authorized to accept deposits or has not yet opened
     for business, a deposit account may be established at
     another banking office on behalf of the Banking Office if
     designated as such.  The Bank's accounting system tracks and
     accounts for all depository accounts on a daily basis.
          Calendar Quarter Average:  After a calendar quarter has
     expired, the Bank will calculate the calendar quarter
     average of deposits for accounts designated as gathered on
     behalf of the Banking Office by adding the sum of the daily
     general ledger balance for such deposits and then dividing
     this sum by the number of days in the calendar quarter.
All determinations regarding whether the Deposit Goal has been
met as of any date shall be made by the
     Corporation.  Such determinations in this regard shall be
     final and conclusive for all purposes.
      (c)  Mechanics of Conversion.  Upon the occurrence of
the dates specified in Section 4(b) above, the outstanding Series
B Preferred Shares shall be converted automatically without any
further action by the holders of such shares and whether or not
the certificates representing such shares are surrendered to the
Corporation or its transfer agent; provided, however, that the
Corporation shall not be obligated to issue to any holder
certificates evidencing the Common Shares issuable upon such
conversion unless certificates evidencing the Series B Preferred
Shares are delivered either to the Corporation or any transfer
agent designated by the Corporation.  Conversion shall be deemed
to have been effected on the date of the occurrence of the dates
specified in Section 4(b) above, as the case may be, and such
date is referred to herein as the "Conversion Date." Subject to
the provisions of Section 4(b) above, as promptly as practicable
thereafter (and after surrender of the certificate or
certificates representing the Series B Preferred Shares to the
Corporation or any transfer agent designated by the Corporation),
the Corporation shall issue and deliver to such holder a
certificate or certificates for the number of full Common Shares
to which such holder is entitled as provided in Section 4(b)
hereof.  Subject to the provisions of Section 4(b), the person in
whose name the certificate or certificates for Common Shares are
to be issued shall be deemed to have become a holder of record of
such Common Shares on the applicable Conversion Date.

     (d)  Fractional Shares.  No fractional Common Shares or
scrip shall be issued upon conversion of Series B Preferred
Shares.  In lieu of any fractional Common Shares which would
otherwise be issuable upon conversion of any Series B Preferred
Shares, the number of full Common Shares issuable upon conversion
thereof shall be increased to the next higher number of whole
shares.
     (e)  Rights After Conversion Date.  From and after the
Conversion Date (unless the Corporation defaults in issuing
Common Shares in conversion for the outstanding Series B
Preferred Shares on the Conversion Date), such Series B Preferred
Shares shall be deemed not to be outstanding and all rights of
the holders of such shares as Shareholders of the Corporation by
reason of the ownership of such shares shall cease, except the
right to receive Common Shares as provided in Section 4(b) herein
on presentation and surrender of the respective certificates
evidencing such Series B Preferred Shares.  Upon presentation and
surrender, on or after the Conversion Date, of any certificate
evidencing Series B Preferred Shares (properly endorsed or
assigned for transfer, if the Corporation shall so require), such
shares shall be converted by the Corporation for Common Shares as
provided in this Section 4.
     (f)  Authorized, But Unissued Shares.  Any Series B
Preferred Shares that shall at any time have been converted into
Common Shares pursuant to this Section 4 shall, after such
conversion become authorized but unissued Preferred Shares of the
Corporation, and the certificates evidencing such shares shall be
canceled.
       (g)  Reservation of Shares.  The Corporation shall
reserve at all times so long as any Series B Preferred Shares
remain outstanding, free from preemptive rights, out
     of its treasury shares or its authorized but unissued Common
     Shares, or both, solely for the purpose of effecting the
     conversion of the Series B Preferred Shares, sufficient
     Common Shares to provide for the conversion of all
     outstanding Series B Preferred Shares.
          (h)  Fully Paid and Nonassessable Shares.  All Common
     Shares or other securities which may be issued upon
     conversion of the Series B Preferred Shares will upon
     issuance by the Corporation be duly and validly issued,
     fully paid and nonassessable and free from all taxes, liens
     and charges with respect to the issuance thereof and the
     Corporation shall take no action which would cause a
     contrary result.
     5.   Conversion Ratio Adjustments.  The number of Common
Shares into which the Series B Preferred Shares shall be
converted pursuant to Section 4 (the "Conversion Ratios") and the
securities or other property deliverable upon conversion of the
Series B Preferred Shares shall be subject to adjustment from
time to time as follows:

          (a)  Share Subdivisions or Split-Ups.  If the number of
     Common Shares outstanding at any time after the date of
     issuance of the Series B Preferred Shares is increased by a
     subdivision or split-up of Common Shares, then immediately
     after the record date fixed for the determination of holders
     of Common Shares entitled to receive such subdivision or
     split-up, as the case may be, the Conversion Ratios shall be
     appropriately increased so that the holder of any Series B
     Preferred Shares thereafter converted shall be entitled to
     receive the number of Common Shares of the Corporation which
     the holder would have owned immediately following such
     action had such Series B Preferred Shares been converted
     immediately prior thereto.

          (b)  Combinations of Shares.  If the number of Common
     Shares outstanding at any time after the date of issuance of
     the Series B Preferred Shares is decreased by a combination
     of the outstanding Common Shares, then, immediately after
     the effective date of such combination, the Conversion
     Ratios applicable thereto shall be appropriately decreased
     so that the holder of any Series B Preferred Shares
     thereafter converted shall be entitled to receive the number
     of Common Shares of the Corporation which the holder would
     have owned immediately following such action had such Series
     B Preferred Shares been converted immediately prior thereto.

          (c)  Reorganization, Reclassification, Merger, Sale of
     All Assets, etc. In case of any capital reorganization of
     the Corporation, or of any reclassification of the Common
     Shares, or in case of the consolidation of the Corporation
     with or the merger of the Corporation with or into any other
     Person or of the sale, lease or other transfer of all or
     substantially all of the assets of the Corporation to any
     other Person, or in the case of any distribution of cash or
     other assets or of notes or other indebtedness of the
     Corporation or any other securities of the Corporation
     (except Common Shares) to the holders of its Common Shares,
     each Series B Preferred Share shall, after such capital
     reorganization, reclassification, consolidation, merger,
     sale, lease or other transfer or such distribution, be
     convertible into the number of shares or other securities or
     property to which the Common Shares issuable (at the time of
     such capital reorganization, reclassification,
     consolidation, merger, sale, lease or other transfer or such
distribution) upon conversion of such Series B Preferred Shares
would have been entitled upon such capital reorganization,
reclassification, consolidation, merger, sale, lease or other
transfer or such distribution in place of (or in addition to, in
the case of any such event after which Common Shares remain
outstanding) the Common Shares into which such Series B Preferred
Shares would otherwise have been convertible; and in any such
case, if necessary, the provisions set forth herein with respect
to the rights and interest thereafter of the holders of Series B
Preferred Shares shall be appropriately adjusted so as to be
applicable, as nearly as may reasonably be, to any shares or
other securities or property thereafter deliverable on the
conversion of the Series B Preferred Shares.
     (d)  Rounding of Calculations; Minimum Adjustment.  All
calculations under this Section 5 shall be made to the nearest
one hundredth (1/100th) of a Common Share, as the case may be.
Any provision of this Section 5 to the contrary notwithstanding,
no adjustment in the Conversion Ratios shall be made if the
amount of such adjustment would be less than one hundredth of a
Common Share, but any such amount shall be carried forward and an
adjustment with respect thereto shall be made at the time of any
subsequent adjustment which, together with such amount and any
other amount or amounts so carried forward, shall aggregate one
hundredth of a Common Share or more.
       (e)  Timing of Issuance of Additional Common Shares
upon Certain Adjustments.  In any case in which the provisions of
this Section 5 shall require that an adjustment shall become
effective immediately after a record date for an event, the
Corporation may defer until the occurrence of such event issuing
to the holder of any Series B Preferred Shares converted after
such record date and before the occurrence of such event the
additional Common Shares or other property issuable or
deliverable upon such conversion by reason of the adjustment
required by such event over and above the Common Shares or other
property issuable or deliverable upon such conversion before
giving effect to such adjustment; provided, however, that the
Corporation upon request shall deliver to such holder a due bill
or other appropriate instrument evidencing such holder's right to
receive such additional shares or other property, and such cash,
upon the occurrence of the event requiring such adjustment.

       (f)  Statement Regarding Adjustments.  Whenever the
Conversion Ratios shall be adjusted as provided in this Section
5, the Corporation shall forthwith file, at the office of any
transfer agent for the Series B Preferred Shares and at the
principal office of the Corporation a statement showing in detail
the facts requiring such adjustment and the Conversion Ratios
that shall be in effect after such adjustment, and the
Corporation shall also cause a copy of such statement to be
mailed, first class postage prepaid, to each holder of Series B
Preferred Shares at its address appearing on the Corporation's
records.

     (g)  Cost.  The Corporation shall pay all documentary,
stamp, transfer or other transactional taxes attributable to the
issuance or delivery of Common Shares of the Corporation or other
securities or property upon conversion of any Series B Preferred
Shares; provided, however, that the Corporation shall not be
required to pay any taxes which may be payable in respect of any
transfer involved in the
     issuance or delivery of any certificate for such shares or
     securities in the name other than that of the holder of
     Series B Preferred Shares in respect of which such shares
     are being issued.
     6.   Voting.  The holders of Series B Preferred Shares shall
have no right or power to vote on any matter except as required
by law.  In any matter on which the holders of Series B Preferred
Shares shall, as a matter of law, be entitled to vote, the
holders shall be entitled to one vote for each Series B Preferred
Share held.

     7.   Liquidation Rights.

          (a)  Upon the dissolution, liquidation or winding up of
     the Corporation, whether voluntary or involuntary, the
     holders of Series B Preferred Shares then outstanding shall
     be entitled to receive out of the assets of the Corporation
     available for distribution to equity holders, an amount per
     share in cash equal to the Purchase Price before any payment
     or distribution shall be made on the Common Shares or on any
     other class of capital shares of the Corporation ranking
     junior to the Series B Preferred Shares upon liquidation.
     All outstanding shares of any other series of preferred
     shares shall rank at parity with the Series B Preferred
     Shares.  The consolidation or merger of the Corporation, or
     a sale, exchange or transfer of all or substantially all of
     its assets as an entirety, shall not be regarded as a
     "dissolution, liquidation or winding up of the Corporation"
     within the meaning of this Section 7(a).

          (b)  After the payment to the holders of Series B
     Preferred Shares of the full preferential amounts fixed
     hereby for Series B Preferred Shares, the holders of Series
     B Preferred Shares as such shall have no right or claim to
     any of the remaining assets of the Corporation.

          (c)  If the assets of the Corporation available for
     distribution to the holders of Series B Preferred Shares
     upon dissolution, liquidation or winding up of the
     Corporation are insufficient to pay in full all amounts to
     which such holders are entitled pursuant to Section 7(a), no
     distribution shall be made on account of any shares of a
     class or series of capital shares of the Corporation ranking
     on a parity with the Series B Preferred Shares, if any, upon
     such dissolution, liquidation or winding up unless
     proportionate distributive amounts shall be paid on account
     of the Series B Preferred Shares, ratably, in proportion to
     the full distributable amounts for which holders of all such
     parity shares are respectively entitled upon such
     dissolution, liquidation or winding up.

     8.   Reports to Holders of Series B Preferred Shares.  For
so long as there shall remain outstanding any Series B Preferred
Shares, the Corporation shall furnish to each holder of record of
Series B Preferred Shares (i) all reports or other correspondence
sent by the Corporation to holders of record of the Common Shares
of the Corporation, and (ii) a quarterly report setting forth the
average monthly deposits on behalf of the Banking Office.

     9.   Certain Covenants.  So long as any Series B Preferred
Shares are outstanding, without the prior written consent of the
holders of a majority of the outstanding Series B Preferred
Shares, the Corporation shall not amend, alter or repeal any
provisions of this Resolution Establishing Series B Convertible
Preferred Shares, or otherwise amend, alter or repeal any
provision of the Articles of Incorporation of the Corporation so
as to affect adversely the preferences, rights, powers or
privileges of the Series B Preferred Shares.
     10.  Certain Events.  If any event occurs of the type
contemplated but not expressly provided for by the provisions of
Section 4 or Section 5 herein, then the Corporation's Board of
Directors will make an appropriate adjustment in the Conversion
Ratios for the Series B Preferred Shares to protect the rights of
the holders thereof.
     11.  Exclusion of Other Rights.  Unless otherwise required
by law, the Series B Preferred Shares shall not have any voting
powers, preferences or relative, participating, optional or other
special rights other than those specifically set forth herein.
                                                  EXHIBIT C

                  IRWIN FINANCIAL CORPORATION

         TERMS OF SERIES C CONVERTIBLE PREFERRED SHARES

      By  Unanimous  Written Consent effective as of  October  8,
1999, the Board of Directors of Irwin Financial Corporation  (the
"Corporation"), has approved and adopted the terms  of  Series  C
Convertible  Preferred Shares (the "Series C Preferred  Shares"),
to consist of 133,332 shares, as follows:




     1.   Definitions.

          "Bank" means Irwin Union Bank and Trust Company, a
     commercial bank chartered under the laws of the State of
     Indiana and a wholly-owned subsidiary of the Corporation.

          "Banking Office" means, collectively, the banking
     offices operated by the Bank in  Hamilton County, Indiana,
     and Marion County, Indiana, including locations at 11611 N.
     Meridian St., Suite 100, Carmel, Indiana 46032 and 300 N.
     Meridian St., Suite 1200, Indianapolis, Indiana 46204.

           "Board" means the Board of Directors of the
     Corporation.

         "Common Shares" means the common shares of the
     Corporation.

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

          "Deposit Goal" means the goal that the average deposits
     at the Bank on behalf of the Banking Office for any calendar
     quarter equal or exceed $50,000,000, with the calculations
     to be made as set forth in Section 4(b)(iii) herein.

          "Person" means an individual, a partnership, a joint
     venture, a corporation, an association, a trust, or any
     other entity or organization.

          "Purchase Price" means the price per share at which the
     Series C Preferred Shares have been offered and sold by the
     Corporation to qualified investors pursuant to a
     Confidential Private Placement Memorandum.

         "Series C Preferred Shares" means the Series C
     Convertible Preferred Shares of the Corporation.
          "Start Date" means the first day of the calendar
     quarter following the closing date of the offering.  The
     Start Date is the date from which the Corporation will
     measure the amount of deposits at the Bank on behalf of the
     Banking Office for the purposes of determining conversion
     rights.
     2.   Dividends.  The holders of outstanding Series C
Preferred Shares shall not be entitled to receive any dividends
on the Series C Preferred Shares.

     3.   Redemption.

          (a)  The outstanding Series C Preferred Shares are
     redeemable at the option of the Corporation, out of the
     assets of the Corporation legally available therefor, at any
     time or from time to time, in whole and not in part, at a
     redemption price per share of Series C Preferred Shares (the
     "Redemption Price") equal to the Purchase Price; provided,
     however, that for a period of not less than 30 days prior to
     the date fixed for redemption (the "Redemption Date"), the
     holders of the outstanding Series C Preferred Shares shall
     have an option to convert each Series C Preferred Share into
     1.25 Common Shares.

          (b)  Notice of any redemption of Series C Preferred
     Shares, specifying the date fixed for redemption, the
     redemption price and the place at which shareholders may
     obtain payment of the Redemption Price upon surrender of
     their certificates, and the option of the shareholders to
     convert their Series C Preferred Shares into Common Shares,
     shall be mailed to each holder of record of the shares to be
     redeemed, at such holder's address of record, not less than
     35, nor more than 90 days prior to the Redemption Date.
     Such notice shall set forth the manner in which shareholders
     may convert their Series C Preferred Shares into Common
     Shares, or to receive the Redemption Price, upon surrender
     of their certificates.

          (c)  Unless the Corporation defaults in the payment in
     full of the Redemption Price, (i) all rights of the holders
     of such Series C Preferred Shares as shareholders of the
     Corporation by reason of the ownership of such shares
     (including, without limitation, the right to convert the
     Series C Preferred Shares into Common Shares) shall cease on
     the Redemption Date except the right to receive the amount
     payable upon redemption of such shares upon presentation and
     surrender of the respective certificates evidencing such
     shares, and (ii) such shares shall be deemed not to be
     outstanding after the Redemption Date.

          (d)  Any Series C Preferred Shares that have been
     redeemed shall, after such redemption, not be reissued as
     Series C Preferred Shares, but shall become authorized but
     unissued Preferred Shares of the Corporation, and the
     certificates evidencing such shares shall be canceled.

          (e)  Any notice required by the provisions of this
     Section 3 to be given to the holders of Series C Preferred
     Shares shall be deemed given if deposited in the United
     States mail postage prepaid, and addressed to each holder of
     record at his, her or its address appearing on the books of
     the Corporation.

     4.   Conversion Rights.  The Series C Preferred Shares shall
be convertible into Common Shares as follows:

          (a)  No Optional Conversion.  Other than pursuant to a
     redemption of the Series C Preferred Shares as set forth in
     Section 3 above, the holders of Series C Preferred Shares
     shall have no optional rights to convert such shares into
     Common Shares.

          (b)  Automatic Conversion.  Each Series C Preferred
     Share shall be automatically converted, without any further
     act of the Corporation or the holders of Series C Preferred
     Shares, into fully paid and nonassessable Common Shares in
     the manner and at the times specified below:

               (i)  Second Anniversary after Start Date.  If the
          Deposit Goal is met prior to twenty-four (24) months
          from the Start Date, (A) the date of the automatic
          conversion into Common Shares shall be twenty-seven
          (27) months after the Start Date, and (B) each Series C
          Preferred Share shall automatically be converted into
          1.25 Common Shares.  If the Deposit Goal has not been
          met prior to twenty-four (24) months from the Start
          Date, the Series C Preferred Shares will not be
          converted into Common Shares until after the third
          anniversary of the Start Date.
               (ii) Third Anniversary after Start Date.  If the
          conversion of the Series C Preferred Shares into Common
          Shares has not previously taken place within thirty-six
          (36) months after the Start Date, then, thirty-nine
          (39) months after the Start Date, each outstanding
          Series C Preferred Share shall automatically be
          converted into (A) 1.10 Common Shares if the Deposit
          Goal has been met prior to the end of thirty-six (36)
          months after the Start Date, and (B) 1.02 Common Shares
          if the Deposit Goal has not been met prior to the end
          of thirty-six (36) months after the Start Date.
               (iii)     Determination of Whether Deposit Goal
          Has Been Met.  The Deposit Goal shall have been met
          prior to a specified date if the average deposits at
          the Bank on behalf of the Banking Office for any
          calendar quarter prior to such date equal or exceed
          $50,000,000.  For the purposes of determining whether
          the Deposit Goal has been met, the Corporation will
          follow the following procedures:
                    Deposits:  For the purpose of making the
               Deposit Goal calculations, "deposits" means the
               book balances of all accounts which are insurable
               by the Federal Deposit Insurance Corporation (such
               as demand, savings, time, money market and NOW
               accounts and certificates of deposit), including
               the balances in such accounts in excess of
               $100,000; provided, however, that certificates of
               deposit in amounts of $100,000 or more shall be
               included in the total amount of deposits only to
               the extent such certificates of deposit do not
               exceed 10% of total deposits.
                    Credit for Deposits:  The specific banking
               office at which a deposit account is opened
               receives the credit for the account; provided,
               however, that if the Banking Office is not
               authorized to accept deposits or has not yet
          opened for business, a deposit account may be
          established at another banking office on behalf of the
          Banking Office if designated as such.  The Bank's
          accounting system tracks and accounts for all
          depository accounts on a daily basis.
               Calendar Quarter Average:  After a calendar
          quarter has expired, the Bank will calculate the
          calendar quarter average of deposits for accounts
          designated as gathered on behalf of the Banking Office
          by adding the sum of the daily general ledger balance
          for such deposits and then dividing this sum by the
          number of days in the calendar quarter.
      All determinations regarding whether the Deposit Goal
     has been met as of any date shall be made by the
     Corporation.  Such determinations in this regard shall be
     final and conclusive for all purposes.

      (c)  Mechanics of Conversion.  Upon the occurrence of
the dates specified in Section 4(b) above, the outstanding Series
C Preferred Shares shall be converted automatically without any
further action by the holders of such shares and whether or not
the certificates representing such shares are surrendered to the
Corporation or its transfer agent; provided, however, that the
Corporation shall not be obligated to issue to any holder
certificates evidencing the Common Shares issuable upon such
conversion unless certificates evidencing the Series C Preferred
Shares are delivered either to the Corporation or any transfer
agent designated by the Corporation.  Conversion shall be deemed
to have been effected on the date of the occurrence of the dates
specified in Section 4(b) above, as the case may be, and such
date is referred to herein as the "Conversion Date." Subject to
the provisions of Section 4(b) above, as promptly as practicable
thereafter (and after surrender of the certificate or
certificates representing the Series C Preferred Shares to the
Corporation or any transfer agent designated by the Corporation),
the Corporation shall issue and deliver to such holder a
certificate or certificates for the number of full Common Shares
to which such holder is entitled as provided in Section 4(b)
hereof.  Subject to the provisions of Section 4(b), the person in
whose name the certificate or certificates for Common Shares are
to be issued shall be deemed to have become a holder of record of
such Common Shares on the applicable Conversion Date.

     (d)  Fractional Shares.  No fractional Common Shares or
scrip shall be issued upon conversion of Series C Preferred
Shares.  In lieu of any fractional Common Shares which would
otherwise be issuable upon conversion of any Series C Preferred
Shares, the number of full Common Shares issuable upon conversion
thereof shall be increased to the next higher number of whole
shares.
     (e)  Rights After Conversion Date.  From and after the
Conversion Date (unless the Corporation defaults in issuing
Common Shares in conversion for the outstanding Series C
Preferred Shares on the Conversion Date), such Series C Preferred
Shares shall be deemed not to be outstanding and all rights of
the holders of such shares as Shareholders of the Corporation by
reason of the ownership of such shares shall cease, except the
right to receive Common Shares as provided in Section 4(b) herein
on presentation and surrender of the respective certificates
evidencing such
     Series C Preferred Shares.  Upon presentation and surrender,
     on or after the Conversion Date, of any certificate
     evidencing Series C Preferred Shares (properly endorsed or
     assigned for transfer, if the Corporation shall so require),
     such shares shall be converted by the Corporation for Common
     Shares as provided in this Section 4.
          (f)  Authorized, But Unissued Shares.  Any Series C
     Preferred Shares that shall at any time have been converted
     into Common Shares pursuant to this Section 4 shall, after
     such conversion become authorized but unissued Preferred
     Shares of the Corporation, and the certificates evidencing
     such shares shall be canceled.
          (g)  Reservation of Shares.  The Corporation shall
     reserve at all times so long as any Series C Preferred
     Shares remain outstanding, free from preemptive rights, out
     of its treasury shares or its authorized but unissued Common
     Shares, or both, solely for the purpose of effecting the
     conversion of the Series C Preferred Shares, sufficient
     Common Shares to provide for the conversion of all
     outstanding Series C Preferred Shares.
          (h)  Fully Paid and Nonassessable Shares.  All Common
     Shares or other securities which may be issued upon
     conversion of the Series C Preferred Shares will upon
     issuance by the Corporation be duly and validly issued,
     fully paid and nonassessable and free from all taxes, liens
     and charges with respect to the issuance thereof and the
     Corporation shall take no action which would cause a
     contrary result.
     5.   Conversion Ratio Adjustments.  The number of Common
Shares into which the Series C Preferred Shares shall be
converted pursuant to Section 4 (the "Conversion Ratios") and the
securities or other property deliverable upon conversion of the
Series C Preferred Shares shall be subject to adjustment from
time to time as follows:

          (a)  Share Subdivisions or Split-Ups.  If the number of
     Common Shares outstanding at any time after the date of
     issuance of the Series C Preferred Shares is increased by a
     subdivision or split-up of Common Shares, then immediately
     after the record date fixed for the determination of holders
     of Common Shares entitled to receive such subdivision or
     split-up, as the case may be, the Conversion Ratios shall be
     appropriately increased so that the holder of any Series C
     Preferred Shares thereafter converted shall be entitled to
     receive the number of Common Shares of the Corporation which
     the holder would have owned immediately following such
     action had such Series C Preferred Shares been converted
     immediately prior thereto.

          (b)  Combinations of Shares.  If the number of Common
     Shares outstanding at any time after the date of issuance of
     the Series C Preferred Shares is decreased by a combination
     of the outstanding Common Shares, then, immediately after
     the effective date of such combination, the Conversion
     Ratios applicable thereto shall be appropriately decreased
     so that the holder of any Series C Preferred Shares
     thereafter converted shall be entitled to receive the number
     of Common Shares of the Corporation which the holder would
     have owned immediately following such action had such Series
     C Preferred Shares been converted immediately prior thereto.

          (c)  Reorganization, Reclassification, Merger, Sale of
All Assets, etc. In case of any capital reorganization of the
Corporation, or of any reclassification of the Common Shares, or
in case of the consolidation of the Corporation with or the
merger of the Corporation with or into any other Person or of the
sale, lease or other transfer of all or substantially all of the
assets of the Corporation to any other Person, or in the case of
any distribution of cash or other assets or of notes or other
indebtedness of the Corporation or any other securities of the
Corporation (except Common Shares) to the holders of its Common
Shares, each Series C Preferred Share shall, after such capital
reorganization, reclassification, consolidation, merger, sale,
lease or other transfer or such distribution, be convertible into
the number of shares or other securities or property to which the
Common Shares issuable (at the time of such capital
reorganization, reclassification, consolidation, merger, sale,
lease or other transfer or such distribution) upon conversion of
such Series C Preferred Shares would have been entitled upon such
capital reorganization, reclassification, consolidation, merger,
sale, lease or other transfer or such distribution in place of
(or in addition to, in the case of any such event after which
Common Shares remain outstanding) the Common Shares into which
such  Series C Preferred Shares would otherwise have been
convertible; and in any such case, if necessary, the provisions
set forth herein with respect to the rights and interest
thereafter of the holders of Series C Preferred Shares shall be
appropriately adjusted so as to be applicable, as nearly as may
reasonably be, to any shares or other securities or property
thereafter deliverable on the conversion of the Series C
Preferred Shares.
     (d)  Rounding of Calculations; Minimum Adjustment.  All
calculations under this Section 5 shall be made to the nearest
one hundredth (1/100th) of a Common Share, as the case may be.
Any provision of this Section 5 to the contrary notwithstanding,
no adjustment in the Conversion Ratios shall be made if the
amount of such adjustment would be less than one hundredth of a
Common Share, but any such amount shall be carried forward and an
adjustment with respect thereto shall be made at the time of any
subsequent adjustment which, together with such amount and any
other amount or amounts so carried forward, shall aggregate one
hundredth of a Common Share or more.
       (e)  Timing of Issuance of Additional Common Shares
upon Certain Adjustments.  In any case in which the provisions of
this Section 5 shall require that an adjustment shall become
effective immediately after a record date for an event, the
Corporation may defer until the occurrence of such event issuing
to the holder of any Series C Preferred Shares converted after
such record date and before the occurrence of such event the
additional Common Shares or other property issuable or
deliverable upon such conversion by reason of the adjustment
required by such event over and above the Common Shares or other
property issuable or deliverable upon such conversion before
giving effect to such adjustment; provided, however, that the
Corporation upon request shall deliver to such holder a due bill
or other appropriate instrument evidencing such holder's right to
receive such additional shares or other property, and such cash,
upon the occurrence of the event requiring such adjustment.

       (f)  Statement Regarding Adjustments.  Whenever the
Conversion Ratios shall be adjusted as provided in this
     Section 5, the Corporation shall forthwith file, at the
     office of any transfer agent for the Series C Preferred
     Shares and at the principal office of the Corporation a
     statement showing in detail the facts requiring such
     adjustment and the Conversion Ratios that shall be in effect
     after such adjustment, and the Corporation shall also cause
     a copy of such statement to be mailed, first class postage
     prepaid, to each holder of Series C Preferred Shares at its
     address appearing on the Corporation's records.
          (g)  Cost.  The Corporation shall pay all documentary,
     stamp, transfer or other transactional taxes attributable to
     the issuance or delivery of Common Shares of the Corporation
     or other securities or property upon conversion of any
     Series C Preferred Shares; provided, however, that the
     Corporation shall not be required to pay any taxes which may
     be payable in respect of any transfer involved in the
     issuance or delivery of any certificate for such shares or
     securities in the name other than that of the holder of
     Series C Preferred Shares in respect of which such shares
     are being issued.
     6.   Voting.  The holders of Series C Preferred Shares shall
have no right or power to vote on any matter except as required
by law.  In any matter on which the holders of Series C Preferred
Shares shall, as a matter of law, be entitled to vote, the
holders shall be entitled to one vote for each Series C Preferred
Share held.

     7.   Liquidation Rights.

          (a)  Upon the dissolution, liquidation or winding up of
     the Corporation, whether voluntary or involuntary, the
     holders of Series C Preferred Shares then outstanding shall
     be entitled to receive out of the assets of the Corporation
     available for distribution to equity holders, an amount per
     share in cash equal to the Purchase Price before any payment
     or distribution shall be made on the Common Shares or on any
     other class of capital shares of the Corporation ranking
     junior to the Series C Preferred Shares upon liquidation.
     All outstanding shares of any other series of preferred
     shares shall rank at parity with the Series C Preferred
     Shares.  The consolidation or merger of the Corporation, or
     a sale, exchange or transfer of all or substantially all of
     its assets as an entirety, shall not be regarded as a
     "dissolution, liquidation or winding up of the Corporation"
     within the meaning of this Section 7(a).

          (b)  After the payment to the holders of Series C
     Preferred Shares of the full preferential amounts fixed
     hereby for Series C Preferred Shares, the holders of Series
     C Preferred Shares as such shall have no right or claim to
     any of the remaining assets of the Corporation.

          (c)  If the assets of the Corporation available for
     distribution to the holders of Series C Preferred Shares
     upon dissolution, liquidation or winding up of the
     Corporation are insufficient to pay in full all amounts to
     which such holders are entitled pursuant to Section 7(a), no
     distribution shall be made on account of any shares of a
     class or series of capital shares of the Corporation ranking
     on a parity with the Series C Preferred Shares, if any, upon
     such dissolution, liquidation or winding up unless
     proportionate distributive amounts shall be paid on account
     of the Series C Preferred Shares, ratably, in proportion to
     the full distributable amounts for which holders of all such
     parity shares are respectively entitled upon such
     dissolution, liquidation or winding up.

     8.   Reports to Holders of Series C Preferred Shares.  For
so long as there shall remain outstanding any Series C Preferred
Shares, the Corporation shall furnish to each holder of record of
Series C Preferred Shares (i) all reports or other correspondence
sent by the Corporation to holders of record of the Common Shares
of the Corporation, and (ii) a quarterly report setting forth the
average monthly deposits on behalf of the Banking Office.

     9.   Certain Covenants.  So long as any Series C Preferred
Shares are outstanding, without the prior written consent of the
holders of a majority of the outstanding Series C Preferred
Shares, the Corporation shall not amend, alter or repeal any
provisions of this resolution establishing Series C Convertible
Preferred Shares, or otherwise amend, alter or repeal any
provision of the Articles of Incorporation of the Corporation so
as to affect adversely the preferences, rights, powers or
privileges of the Series C Preferred Shares.

     10.  Certain Events.  If any event occurs of the type
contemplated but not expressly provided for by the provisions of
Section 4 or Section 5 herein, then the Corporation's Board of
Directors will make an appropriate adjustment in the Conversion
Ratios for the Series C Preferred Shares to protect the rights of
the holders thereof.

     11.  Exclusion of Other Rights.  Unless otherwise required
by law, the Series C Preferred Shares shall not have any voting
powers, preferences or relative, participating, optional or other
special rights other than those specifically set forth herein.