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Exhibit 3.1 RESTATED ARTICLES OF INCORPORATION
OF
IRWIN FINANCIAL CORPORATION
 Irwin Financial Corporation, existing pursuant to the Indiana Business Corporation Law,
desiring to give notice of corporate action effectuating the restatement of its Articles of
Incorporation, sets forth the following: Irwin Financial Corporation (the Corporation) was incorporated on May 31, 1972 under the
name Irwin Union Corporation. On August 21, 1990, the name was changed to Irwin Financial
Corporation. The Articles of Incorporation be and the same are hereby restated and amended to read
in its entirety as follows: Article I
Name The name of the Corporation is Irwin Financial 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: 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 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 1




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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. 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 2




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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 C 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. 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 3




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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. 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 Business Corporation Law. 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. 4




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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 III
Period of Existence The period during which the Corporation shall continue is perpetual. Article IV
Resident Agent and Principal Office 4.1 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. 4.2 Principal Office. The post office address of the principal office of the
Corporation is 500 Washington Street, Columbus, Indiana 47201. Article V
Shares 5.1 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 5




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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. 5.2 Terms. 5.21 Rights. 5.21.1 Common Shares. All Common Shares shall have the same rights and
privileges. Common Shareholders shall have no preemptive rights. 5.21.2 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 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 6




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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. 5.26 Transfer of Shares. Transfer of Shares shall be governed by the By-Laws
of the Corporation subject to applicable law. 5.27 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: 5.27.1 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 5.27.4(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 7




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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. 5.27.2 Dividends. The holders of outstanding Series A
Preferred Shares shall not be entitled to receive any dividends on the
Series A Preferred Shares. 5.27.3 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 8




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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
5.27.3 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. 5.27.4 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
5.27.3 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. 9




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(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. 10




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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 5.27.4(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 5.27.4(b) above, as the
case may be, and such date is referred to herein as the
Conversion Date. Subject to the provisions of Section
5.27.4(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 5.27.4(b) hereof. Subject to the provisions of
Section 5.27.4(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 11




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shall be increased to the next higher number of whole shares. (e) Rights After Conversion Date. From and after
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 5.27.4(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
5.27.4. (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 5.27.4 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. 5.27.5 Conversion Ratio Adjustments. The number of Common Shares into which the Series A Preferred Shares shall be converted 12




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pursuant to Section 5.27.4 (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 13




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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 5.27.5 shall be made to the
nearest one hundredth (1/100th) of a Common Share, as the case may
be. Any provision of this Section 5.27.5 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 5.27.5 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 14




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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
5.27.5, 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. 5.27.6 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
ote for each Series A Preferred Share held. 5.27.7 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 15




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##### 



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 5.27.7(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 5.27.7(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. 5.27.8 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. 5.27.9 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. 16




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5.27.10 Certain Events. If any event occurs of the type
contemplated but not expressly provided for by the provisions of Section
5.27.4 or Section 5.27.5 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. 5.27.11 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. 5.28 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: 5.28.1 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 17




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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. 5.28.2 Dividends. The holders of outstanding Series B
Preferred Shares shall not be entitled to receive any dividends on the
Series B Preferred Shares. 5.28.3 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 18




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##### 



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
5.28.3 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. 5.28.4 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 5.28.3 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 19




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##### 



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. 20




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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 5.28.4(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 5.28.4(b) above, as the
case may be, and such date is referred to herein as the
Conversion Date. Subject to the provisions of Section
5.28.4(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 21




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##### 



as provided in Section 5.28.4(b) hereof. Subject to the
provisions of Section 5.28.4(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 5.28.4(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
5.28.4. (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 5.28.4 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. 22




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(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. 5.28.5 Conversion Ratio Adjustments. The number of Common Shares into which the Series B Preferred Shares shall be converted pursuant
to Section 5.28.4 (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 23




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##### 



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 5.28.5 shall be made to the
nearest one hundredth (1/100th) of a Common Share, as the case may
be. Any provision of this Section 5.28.5 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 5.28.5 shall require that an adjustment shall become 24




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##### 



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
5.28.5, 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. 5.28.6 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. 25




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##### 



5.28.7 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 5.28.7(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 5.28.7(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. 5.28.8 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 26




---



##### 



Banking Office. 5.28.9 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. 5.28.10 Certain Events. If any event occurs of the type
contemplated but not expressly provided for by the provisions of Section
5.28.4 or Section 5.28.5 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. 5.28.11 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. 5.29 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: 5.29.1 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. 27




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##### 



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 5.29.4(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. 5.29.2 Dividends. The holders of outstanding Series C
Preferred Shares shall not be entitled to receive any dividends on the
Series C Preferred Shares. 5.29.3 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 28




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##### 



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
5.29.3 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. 5.29.4 Conversion Rights. The Series C Preferred Shares shall
be convertible into Common Shares as follows: 29




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##### 



(a) No Optional Conversion. Other than pursuant to a
redemption of the Series C Preferred Shares as set forth in
Section 5.29.3 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: 30




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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 5.29.4(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 31




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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 5.29.4(b) above, as the case may be, and such date is
referred to herein as the Conversion Date. Subject to the
provisions of Section 5.29.4(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 5.29.4(b) hereof.
Subject to the provisions of Section 5.29.4(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 5.29.4(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
5.29.4. 32




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(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 5.29.4 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. 5.29.5 Conversion Ratio Adjustments. The number of Common Shares into which the Series C Preferred Shares shall be converted pursuant
to Section 5.29.4 (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 33




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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 5.29.5 shall be made to the
nearest one hundredth (1/100th) of a Common Share, as the case may
be. 34




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##### 



Any provision of this Section 5.29.5 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 5.29.5 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
5.29.5, 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 35




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##### 



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. 5.29.6 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. 5.29.7 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 5.29.7(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 5.29.7(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, 36




---



##### 



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. 5.29.8 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. 5.29.9 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. 5.29.10 Certain Events. If any event occurs of the type
contemplated but not expressly provided for by the provisions of Section
5.29.4 or Section 5.29.5 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. 5.29.11 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. 5.30 Series D Convertible Preferred Shares. By Resolution effective as
of December 16, 1999, the Board of Directors of Irwin Financial Corporation (the
Corporation), has approved and adopted the terms of Series D Convertible Preferred Shares (the Series D Preferred Shares), to consist of 66,666 shares, as follows: 37




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5.30.1 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 at 0-185 44th Street, Grandville,
Michigan 49418. 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 5.30.4(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 D Preferred Shares have been offered and sold by the
Corporation to qualified investors pursuant to a Confidential Private
Placement Memorandum. Series D Preferred Shares means the Series D
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. 5.30.2 Dividends. The holders of outstanding Series D
Preferred Shares shall not be entitled to receive any dividends on the
Series D Preferred Shares. 38




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##### 



5.30.3 Redemption. (a) The outstanding Series D 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 D
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 D Preferred Shares shall have an
option to convert each Series D Preferred Share into 1.25 Common Shares. (b) Notice of any redemption of Series D 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 D 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 D
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 D
Preferred Shares as shareholders of the Corporation by reason of the
ownership of such shares (including, without limitation, the right to
convert the Series D 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 D Preferred Shares that have been redeemed shall,
after such redemption, not be reissued as Series D Preferred Shares,
but shall become authorized but unissued Preferred Shares of the
Corporation, and the certificates evidencing such shares shall be
canceled. 39




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(e) Any notice required by the provisions of this Section
5.30.3 to be given to the holders of Series D 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. 5.30.4 Conversion Rights. The Series D Preferred Shares shall
be convertible into Common Shares as follows: (a) No Optional Conversion. Other than pursuant to a
redemption of the Series D Preferred Shares as set forth in
Section 3 above, the holders of Series D Preferred Shares
shall have no optional rights to convert such shares into Common Shares. (b) Automatic Conversion. Each Series D Preferred
Share shall be automatically converted, without any further act of
the Corporation or the holders of Series D 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 D 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 D 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 D 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 D 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 40




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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. 41




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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 5.30.4(b) above, the
outstanding Series D 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 D 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 5.30.4(b) above, as the
case may be, and such date is referred to herein as the
Conversion Date. Subject to the provisions of Section
5.30.4(b) above, as promptly as practicable thereafter (and after
surrender of the certificate or certificates representing the Series
D 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 5.30.4(b) hereof. Subject to the provisions of
Section 5.30.4(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 D Preferred Shares.
In lieu of any fractional Common Shares which would otherwise be
issuable upon conversion of any Series D 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 D Preferred Shares on
the Conversion Date), such Series D Preferred Shares shall be deemed
not to be outstanding and all rights of the holders of such shares as
Shareholders of the Corporation by 42




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##### 



reason of the ownership of such shares shall cease, except the right
to receive Common Shares as provided in Section 5.30.4(b)
herein on presentation and surrender of the respective certificates
evidencing such Series D Preferred Shares. Upon presentation and
surrender, on or after the Conversion Date, of any certificate
evidencing Series D 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 5.30.4. (f) Authorized, But Unissued Shares. Any Series D
Preferred Shares that shall at any time have been converted into
Common Shares pursuant to this Section 5.30.4 shall, after
such conversion, become authorized but unissued (and undesignated)
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 D 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 D Preferred Shares,
sufficient Common Shares to provide for the conversion of all
outstanding Series D Preferred Shares. (h) Fully Paid and Nonassessable Shares. All Common Shares or other securities which may be issued upon conversion of the
Series D 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. 5.30.5 Conversion Ratio Adjustments. The number of Common Shares into which the Series D Preferred Shares shall be converted pursuant
to Section 5.30.4 (the Conversion Ratios) and the
securities or other property deliverable upon conversion of the Series D
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 D Preferred Shares is increased by a subdivision or
split-up of Common Shares, then immediately after the record date 43




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##### 



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 D 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 D 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 D 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 D
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 D
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 D 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 D 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 D Preferred Shares would 44




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##### 



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 D 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 D Preferred Shares. (d) Rounding of Calculations; Minimum Adjustment. All
calculations under this Section 5.30.5 shall be made to the
nearest one hundredth (1/100th) of a Common Share, as the case may
be. Any provision of this Section 5.30.5 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 5.30.5 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 D 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
5.30.5, the Corporation shall forthwith file, at the office of
any transfer agent for the Series D Preferred Shares and at the
principal office of the Corporation a statement showing in detail the
facts 45




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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 D 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 D 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 D Preferred Shares in respect of which such shares
are being issued. 5.30.6 Voting. The holders of Series D 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 D Preferred Shares shall, as a
matter of law, be entitled to vote, the holders shall be entitled to one
vote for each Series D Preferred Share held. 5.30.7 Liquidation Rights. (a) Upon the dissolution, liquidation or winding up of the
Corporation, whether voluntary or involuntary, the holders of Series
D 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 D Preferred Shares upon liquidation. The Series
D Preferred Shares shall rank at parity with all outstanding shares
of any other series of 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 5.30.7(a). (b) After the payment to the holders of Series D Preferred Shares of the full preferential amounts fixed hereby for Series D 46




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Preferred Shares, the holders of Series D 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 D 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 5.30.7(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 D Preferred Shares,
if any, upon such dissolution, liquidation or winding up unless
proportionate distributive amounts shall be paid on account of the
Series D 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. 5.30.8 Reports to Holders of Series D Preferred Shares. For so
long as there shall remain outstanding any Series D Preferred Shares, the
Corporation shall furnish to each holder of record of Series D 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. 5.30.9 Certain Covenants. So long as any Series D Preferred Shares are outstanding, without the prior written consent of the holders of
a majority of the outstanding Series D Preferred Shares, the Corporation
shall not amend, alter or repeal any provisions of this resolution
establishing Series D 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 D Preferred Shares. 5.30.10 Certain Events. If any event occurs of the type
contemplated but not expressly provided for by the provisions of Section
5.30.4 or Section 5.30.5 herein, then the Corporations Board of
Directors will make an appropriate adjustment in the Conversion Ratios for
the Series D Preferred Shares to protect the rights of the holders thereof. 47




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5.30.11 Exclusion of Other Rights. Unless otherwise required
by
law, the Series D Preferred Shares shall not have any voting powers,
preferences or relative, participating, optional or other special rights
other than those specifically set forth herein. 5.31 By resolution adopted on March 1, 2001, the Board of Directors of Irwin
Financial Corporation (the Corporation), has established and designated a series
of Preferred shares to be called the Junior Participating Series A Preferred Stock,
to consist of 400,000 shares having the following terms: 5.31.1 Designation and Amount. There shall be a series of
Preferred Stock of the Corporation which shall be designated as Junior
Participating Series A Preferred Stock without par value (hereinafter
called Junior Preferred Stock), and the number of shares constituting such
series shall be 400,000. Such number of shares may be increased or decreased
by resolution of the Board of Directors and by the filing of an amendment to
the Restated Articles of Incorporation pursuant to the provisions of the
Indiana Business Corporation Law stating that such increase or reduction has
been so authorized; provided, however, that no decrease
shall reduce the number of shares of Junior Preferred Stock to a number less
than that of the shares then outstanding plus the number of shares issuable
upon exercise of outstanding rights, options or warrants or upon conversion
of outstanding securities issued by the Corporation. 5.31.2 Dividends and Distributions. (a) The holders of shares of Junior Preferred Stock shall be entitled
to receive, when, as and if declared by the Board of Directors out of funds
legally available for the purpose, quarterly dividends payable in cash to
holders of record on the first business day of March, June, September and
December in each year (each such date being referred to herein as a
Quarterly Dividend Payment Date), commencing on the first Quarterly
Dividend Payment Date after the first issuance of a share or fraction of a
share of Junior Preferred Stock, in an amount per share (rounded to the
nearest cent) equal to the greater of (a) $1.00 or (b) subject to the
provision for adjustment hereinafter set forth, one hundred times the
aggregate per share amount of all cash dividends, and one hundred times the
aggregate per share amount (payable in kind) of all non-cash dividends or
other distributions other than a dividend payable in shares of Common Stock
(hereinafter defined) or a subdivision of the outstanding shares of Common
Stock (by reclassification or otherwise), declared on the Common Stock, no
par value per share, of the Corporation (the Common Stock) since the
immediately preceding Quarterly Dividend Payment Date, or, with respect to
the first Quarterly Dividend Payment Date, since the first issuance of any
share or fraction of a share of 48




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Junior Preferred Stock. In the event the Corporation shall at any time
(i) declare any dividend on Common Stock payable in shares of Common Stock,
(ii) subdivide the outstanding Common Stock or (iii) combine the outstanding
Common Stock into a smaller number of shares, then in each such case the
amount to which holders of shares of Junior Preferred Stock were entitled
immediately prior to such event under clause (b) of the preceding sentence
shall be adjusted by multiplying each such amount by a fraction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such
event. (b) The Corporation shall declare a dividend or distribution on the
Junior Preferred Stock as provided in paragraph (a) above at the time it
declares a dividend or distribution on the Common Stock (other than a
dividend payable in shares of Common Stock). (c) No dividend or distribution (other than a dividend payable in shares of Common Stock) shall be paid or payable to the holders of shares of
Common Stock unless, at the same time as such payment is made with respect
to the Common Stock or prior thereto, all accrued but unpaid dividends to
the date of such dividend or distribution shall have been paid to the
holders of shares of Junior Preferred Stock. (d) Dividends shall begin to accrue and be cumulative on outstanding shares of Junior Preferred Stock from the Quarterly Dividend Payment Date
next preceding the date of issue of such shares of Junior Preferred Stock,
unless the date of issue of such shares is prior to the record date for the
first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or
unless the date of issue is a Quarterly Dividend Payment Date or is a date
after the record date for the determination of holders of shares of Junior
Preferred Stock entitled to receive a quarterly dividend and before such
Quarterly Dividend Payment Date, in either of which events such dividends
shall begin to accrue and be cumulative from such Quarterly Dividend Payment
Date. Accrued but unpaid dividends shall not bear interest. Dividends paid
on the shares of Junior Preferred Stock in an amount less than the total
amount of such dividends at the time accrued and payable on such shares
shall be allocated pro rata on a share-by-share basis among all such shares
at the time outstanding. The Board of Directors may fix a record date for
the determination of holders of shares of Junior Preferred Stock entitled to
receive payment of a dividend or distribution declared thereon, which record
date shall be no more than 30 days prior to the date fixed for the payment
thereof. 49




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5.31.3 Voting Rights. Each share of Junior Preferred Stock shall
entitle the holder thereof to one hundred votes on all matters submitted to a vote
of the shareholders of the Corporation. Except as otherwise provided herein or by
law, the holders of shares of Junior Preferred Stock and the holders of Common Stock
shall vote together as one class on all matters submitted to a vote of shareholders
of the Corporation. 5.31.4 Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on
the Junior Preferred Stock as provided in Section 5.31.2 are in arrears, thereafter
and until all accrued and unpaid dividends and distributions, whether or not
declared, on shares of Junior Preferred Stock outstanding shall have been paid in
full, the Corporation shall not: (i) declare or pay dividends on, make any other distributions on, or redeem or purchase
or otherwise acquire for consideration any shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the Junior Preferred Stock; (ii) declare or pay dividends on or make any other distributions on any shares of stock
ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up)
with the Junior Preferred Stock, except dividends paid ratably on the Junior Preferred Stock
and all such parity stock on which dividends are payable or in arrears in proportion to the
total amounts to which the holders of all such shares are then entitled; (iii) redeem or purchase or otherwise acquire for consideration shares of any stock
ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up)
with the Junior Preferred Stock, provided that the Corporation may at any time redeem,
purchase or otherwise acquire shares of any such parity stock in exchange for shares of any
stock of the Corporation ranking junior (either as to dividends or upon dissolution,
liquidation or winding up) to the Junior Preferred Stock; or (iv) purchase or otherwise acquire for consideration any shares of Junior Preferred
Stock, except in accordance with a purchase offer made in writing or by publication (as
determined by the Board of Directors) to all holders of such shares upon such terms as the
Board of Directors, after consideration of the respective annual dividend rates and other
relative rights and preferences of the respective series and classes, shall determine in
good faith will result in fair and equitable treatment among the respective series or
classes. 50




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(b) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation could, under paragraph (a) of this
Section, purchase or otherwise acquire such shares at such time and in such manner. 5.31.5 Liquidation, Dissolution or Winding Up. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of
the Corporation, no distribution shall be made to the holders of shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or winding
up) to the Junior Preferred Stock unless, prior thereto, the holders of Junior
Participating Series A Preferred Stock shall have received for each whole share the
greater of (i) $100 per share, plus an amount equal to accrued and unpaid dividends
and distributions thereon, whether or not declared, to the date of such payment, or
(ii) one hundred times the aggregate per share amount received by holders of Common
Stock (the Series A Liquidation Preference). (b) In the event, however, that there are not sufficient assets available to
permit payment in full of the Series A Liquidation Preference and the liquidation
preferences of all other series of Preferred Stock, if any, which rank on a parity
with the Junior Preferred Stock, then such remaining assets shall be distributed
ratably to the holders of such parity shares in proportion to their respective
liquidation preferences. 51




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5.31.6 Consolidation, Merger, etc. In case the Corporation shall enter
into any consolidation, merger, share exchange, combination or other transaction in
which the shares of Common Stock are exchanged for or converted into other stock or
securities, cash and/or any other property, then in any such case the shares of
Junior Preferred Stock shall at the same time be similarly exchanged or converted in
an amount per share (subject to the provision for adjustment hereinafter set forth)
equal to one hundred times the aggregate amount of stock, securities, cash and/or
any other property (payable in kind), as the case may be, into which or for which
each share of Common Stock is converted or exchanged. In the event the Corporation
shall at any time (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such case the
amount set forth in the preceding sentence with respect to the exchange or
conversion of shares of Junior Preferred Stock shall be adjusted by multiplying such
amount by a fraction the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the number
of shares of Common Stock that were outstanding immediately prior to such event. 5.31.7 Redemption. The shares of a Junior Preferred Stock shall not be
redeemable by the Corporation. The preceding sentence shall not limit the ability
of the Corporation to purchase or otherwise deal in such shares of stock to the
extent permitted by law. 5.31.8 Fractional Shares. Junior Preferred Stock may be issued in
fractions of a share which shall entitle the holder, in proportion to such holders
fractional shares, to exercise voting rights, receive dividends, participate in
distributions and to have the benefit of all other rights of holders of Junior
Preferred Stock. 5.4 Voting Rights. 5.41 Voting Rights. 5.41.1 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 or her name on the books of the
Corporation. 5.41.2 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. 52




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5.42 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. 5.43 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. 5.44 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. 5.45 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. 5.46 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. 5.47 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 VI
Requirements Prior To Doing Business The stated capital of the Corporation is at least $1000.00. 53




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Article VII
Director(s) 7.01 Number of Directors. The Board of Directors is composed of sixteen (16)
members. 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. 7.02 Section Qualifications of Directors. No qualifications are prescribed by
these Articles. Article VIII
Incorporator(s) The name(s) and post office address(es) of the President and Executive Vice President,
Secretary of the Corporation are: 54




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Number and Street orName
    
    Building
    
    City
    
    State
    
    Zip CodePaul N. Dinkins
(President)
    
    500 Washington Street
    
    Columbus
    
    Indiana
    
    
    47201John A. Nash
(Executive Vice President, Secretary)
    
    500 Washington Street
    
    Columbus
    
    Indiana
    
    
    47201
 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 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 55




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contract or transaction and notwithstanding his or their participation 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. 9.05 Indemnification. The Board of Directors is authorized to adopt and amend,
as it shall determine in its discretion from time to time, By-Law provisions, resolutions or
contracts providing for the indemnification of any director, officer, employee or agent of
the Corporation to the full extent permitted by the Indiana Business Corporation Law or
other applicable law. 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 directors 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. 56