IRWIN FINANCIAL CORPORATION

    1999 OUTSIDE DIRECTOR RESTRICTED STOCK COMPENSATION PLAN


1.   Purpose.  The purpose of this Plan is to encourage ownership
of  the  Common Shares of Irwin Financial Corporation by  Outside
Directors  of  the  Corporation and its subsidiary  companies  in
order  to  provide  Outside Directors  with  a  more  direct  and
proprietary  interest in the welfare and success of  the  Company
and  to  encourage their continuation as directors.  The Plan  is
further intended to increase the incentive to promote the welfare
of the Company by those who are primarily responsible for shaping
and  carrying  out  the  long-term plans and  objectives  of  the
Company,  thereby furthering and securing the Company's continued
growth and financial success.

2.    Definitions.  The following terms shall have  the  meanings
hereinafter set forth:

     (a)   "Affiliate" means a corporation that is  a  parent  or
       subsidiary corporation of the Company.

     (b)  "Board of Directors" means the board of directors of the
       Company as it shall exist from time to time.

     (c)  "Common Shares" means the Common Shares of the Company.

     (d)  "Company" means Irwin Financial Corporation, an Indiana
          corporation.

     (e)  "Director Fees" means the amounts payable to an Outside
       Director for Retainer Fees and/or Meeting Fees.

     (f)   "Meeting Fees" means the amounts payable to an Outside
       Director for his or her attendance at meetings of the Board of
       Directors or of committees of the Board of Directors.

     (g)   "Election" means an election by an Outside Director to
       receive Common Shares in payment for Meeting Fees and/or Retainer
       Fees in accordance with the terms of this Plan.

     (h)  "Market Value" means the closing price of the Common Shares
       on  the last trading day prior to the effective date of an
       Election, or on such other date as may be designated by the Plan
       Committee, as reported by the National Association of Securities
       Dealers, Inc. or, if not so reported, by such other source as the
       Plan Committee shall designate.

     (i)  "Outside Director" means any director of the Company or an
       Affiliate who is not employed by the Company or any Affiliate in
       any capacity.

     (j)  "Plan" means this Irwin Financial Corporation 1999 Outside
       Director Restricted Stock Compensation Plan.

     (k)   "Plan  Committee"  means the individual  or  group  of
       individuals appointed by the Board of Directors as the committee
       responsible for administration of the Plan.

     (l)  "Plan Year" means the twelve month period commencing on
       January 1 and ending on December 31 of each year or such other
       dates as may be established by the Plan Committee from time to
       time.

     (m)   "Retainer Fees" means the amount payable to an Outside
        Director for service as a director of the Company for a fixed
        period of time.

     (n)  "Secretary" means the Secretary of the Company.

3.    Administration.  The Plan shall be administered by the Plan
Committee.  The Plan Committee shall have the power to  interpret
and  construe the provisions of the Plan, and its interpretations
and constructions shall be final and binding.  The Plan Committee
may  prescribe, amend and rescind rules and regulations  relative
to  the  Plan or its construction or interpretation.  The initial
Plan Committee shall have one member, who shall be the Secretary.
The  Plan  Committee  shall  not be  liable  for  any  action  or
determination made in good faith.

4.    Participation.  All persons who are Outside Directors shall
be eligible to participate in the Plan.

5.    Shares.  The shares to be issued pursuant to the Plan shall
be  the  Company's authorized but unissued, or reacquired, Common
Shares.  The total number of the Common Shares that may be issued
under  the  Plan shall not exceed one hundred thousand  (100,000)
shares in the aggregate, subject to adjustment in accordance with
the  provisions set forth in paragraph 6(e) hereof.  In the event
any  Common  Shares  represented  by  certificates  held  by  the
Secretary  pursuant  to the Plan revert to the  Company  for  any
reason  during  the  term of this Plan, those Common  Shares  may
again be issued under the Plan.  During the term of the Plan, the
Company  shall reserve and keep available a sufficient number  of
Common Shares to satisfy its obligations hereunder.

6.   Operation of the Plan.  The Plan shall operate in accordance
with and subject to the following terms and conditions:


     (a)  Election  to Receive Common Shares.  Unless an Election
          is  made, Director Fees shall be paid in United  States
          dollars.  An  Election  may be  made  with  respect  to
          Retainer  Fees  or Meeting Fees, or  both.   Except  as
          provided herein with respect to calendar year 1999  and
          with  respect  to an Election relating to the  calendar
          year  in  which a person is first elected as an Outside
          Director, each Election shall be effective for not less
          than  one  calendar year but may be made for additional
          calendar  years subject to any limitation that  may  be
          imposed  by the Plan Committee at the time an  Election
          is  made.   In  order to make an Election,  an  Outside
          Director  must deliver a written Election form  to  the
          Plan  Committee  (i) within thirty (30) days  following
          the  effective date of the Plan (to be effective as  of
          July  1,  1999)  with respect to the Plan  Year  ending
          December  31,  1999,  (ii)  within  thirty  (30)   days
          following the date of his or her first election  as  an
          Outside  Director, or (iii) at least thirty  (30)  days
          prior  to  the first day of each Plan Year  thereafter,
          specifying  the Plan Year(s) covered by  the  Election.
          Elections, when made, are irrevocable.

          (b)   Determination  of Number of Common  Shares.   The
          number  of  Common Shares to be issued  to  an  Outside
          Director  pursuant to an Election shall be the  largest
          number  of whole shares resulting from the division  of
          (i)  the dollar amount of the Director Fees covered  by
          the  Election  by (ii) the Market Value of  one  Common
          Share.  No fractional shares shall be issued under  the
          Plan  and cash shall be paid in lieu thereof based upon
          the Market Value of one Common Share.  For purposes  of
          this  paragraph,  the dollar amount  of  Retainer  Fees
          subject to an Election covering more than one Plan Year
          shall   be  an  amount  equal  to  the  Retainer   Fees
          established  for  the  first Plan  Year  to  which  the
          Election  applies, multiplied by the  total  number  of
          Plan  Years covered by the Election.  If Retainer  Fees
          are  increased  in subsequent Plan Years  to  which  an
          Election  applies, the Company shall  issue  additional
          Common  Shares with respect to the increase in Retainer
          Fees  in accordance with the formula contained  in  the
          paragraph,  and based upon the Market Value  of  Common
          Shares  on  the  effective  date  of  the  increase  in
          Retainer Fees.

      (c)   Issuance  of  Certificates and  Delivery  to  Outside
Director.

          (i)  As soon as practicable after the first day of  the
          first Plan Year covered by an Election with respect  to
          Retainer  Fees,  the  Plan Committee  shall  cause  the
          Company  to issue a share certificate, in the  name  of
          each  Outside Director making an Election with  respect
          to  Retainer  Fees, for that number of  Common  Shares,
          determined  in  the  manner  provided  in  this   Plan,
          issuable with respect to all Plan Years covered by  the
          Election.   The  rights of the Outside  Directors  with
          respect  to   Common  Shares  issued  in  payment   for
          Retainer  Fees shall vest as of the last  day  of  each
          Plan Year covered by an Election.

          (ii)  As soon as practicable after the last day of each
          calendar  quarter of each Plan Year, the Plan Committee
          shall  cause the Company to issue, in the name of  each
          Outside  Director making an Election  with  respect  to
          Meeting Fees payable for that calendar quarter, a share
          certificate with respect to the number of Common Shares
          determined in the manner provided in this Plan.

          (iii)   Each  share  certificate  issued  pursuant   to
          paragraph  6(c)(i) or (ii) shall be  delivered  to  the
          Secretary, who shall hold the share certificate(s)  for
          the   benefit  of  the  Outside  Director   until   the
          expiration of a period of one year following  the  last
          date  covered  by the Election pursuant  to  which  the
          Common  Shares were issued, or until such earlier  date
          as  the  Committee may determine in its discretion,  at
          which time the Secretary shall promptly deliver to  the
          Outside  Director  the certificate(s) representing  the
          Common   Shares  to  which  the  Outside  Director   is
          entitled.

          (iv) If requested by an Outside Director at the time an
          Election  is made, share certificate(s) may  be  issued
          jointly to the Outside Director and any other person or
          persons.

          (v)  An Outside Director may elect to defer delivery of share
          certificates until the expiration of the last Plan Year covered
          by an Election.  An election made pursuant to this subparagraph
          shall be irrevocable.

(d)  Forfeiture of Shares Issued in Payment for Retainer Fees. If
     an Outside Director does not continue to serve as an Outside
     Director  for the entirety of each Plan Year covered  by  an
     Election with respect to Retainer Fees, the Outside Director
     shall forfeit that number of Common Shares to be issued with
     respect  to  Retainer Fees for that Plan Year  in  the  same
     proportion that the number of full months of the Plan Year for
     which  the Outside Director did not serve bears to  12;  for
     example, if the Outside Director ceases to serve on August 15,
     and there were 120 Common Shares to be issued to him or her with
     respect to that Plan Year, he or she would forfeit 30 of those
     Common Shares.  In the event that the cessation of service is the
     result of the death, disability or retirement of the Outside
     Director,  the  Committee may waive the provisions  of  this
     subsection, with the result that the Outside Director may receive
     the Common Shares to be issued with respect to Retainer Fees for
     the Plan Year in which the cessation of service occurs.  Any
     Common Shares forfeited in accordance with this paragraph shall
     immediately revert to the Company.  Any waiver of the provisions
     of  this subsection granted by the Committee shall  not   be
     affected by the subsequent death or disability of the Outside
     Director.

(e)  Recapitalization.   The aggregate number  of  Common  Shares
     which may be issued hereunder, and the number of Common Shares
     subject to each outstanding Election, shall be proportionately
     adjusted for any increase or decrease in the number of issued and
     outstanding  Common Shares resulting from a  subdivision  or
     consolidation of shares of the Company or any other  capital
     adjustment of the Company, the payment of a share dividend, a
     share  split or any other increase or decrease in the Common
     Shares effected without receipt of consideration by the Company.

(f)  Nonassignability.  No right to receive shares pursuant to an
     Election shall be assignable or transferable except by will or
     under the laws of descent and distribution.

(g)  Issuance of Shares and Compliance with Securities Laws.  The
     Company may postpone the issuance and/or delivery of certificates
     representing Common Shares until (i) the admission of such shares
     to listing on any stock exchange on which shares of the Company
     of the same class are then listed or the admission of such shares
     for quotation in any automated inter-dealer quotation system in
     which such shares are then quoted and (ii) the completion of such
     registration or other qualification of such shares under any
     state  or  Federal law, rule or regulation or the rules  and
     regulations of any exchange upon which the Common Shares are
     traded  as  the Company shall determine to be  necessary  or
     advisable, which registration or other qualification the Company
     shall use its best efforts to complete. Any person acquiring
     Common Shares pursuant to the Plan may be required to make such
     representations and furnish such information as may, in  the
     opinion of counsel for the Company, be appropriate to permit the
     Company, in light of the existence or non-existence with respect
     to such shares of an effective registration under the Securities
     Act of 1933, as amended, or any similar state statute, to issue
     the shares in compliance with the provisions of those or any
     comparable acts. Certificates representing Common Shares issued
     pursuant to the Plan may bear such legends or other statements
     concerning restrictions on the transferability of the shares as
     the Company may determine to be necessary or advisable to comply
     with applicable securities laws.

(h)  Rights as a Shareholder.

     (i)   An  Outside  Director  shall  have  no  rights  as   a
     shareholder  with  respect to Common Shares  subject  to  an
     Election  until  the  date  of  issuance  of  a  certificate
     representing   those  shares.  Upon  the   issuance   of   a
     certificate, the shares represented thereby shall  be  fully
     paid  and  nonassessable Common Shares of the  Company,  the
     Outside  Director shall have the power to vote those  Common
     Shares   on  all  matters  presented  to  a  vote   of   the
     shareholders of the Company and shall be entitled to receive
     all  dividends and other distributions declared or  paid  by
     the Company with respect thereto. No adjustment will be made
     for  dividends or other rights for which the record date  is
     prior to the date such certificate is issued.

     (ii)  An  Outside  Director shall have  no  right  to  sell,
     convey, transfer, mortgage, pledge, hypothecate, encumber or
     otherwise  dispose of any Common Shares issued  pursuant  to
     the  Plan  during  the  time  the certificates  representing
     Common  Shares  are held by the Secretary,  other  than  for
     transactions between the Outside Director and the Company or
     any director of the Company or an Affiliate.

7.   Term of Plan.  If approved by the holders of majority of the
issued and outstanding Common Shares voting in person or by proxy
at  the  1999 Annual Meeting of Shareholders of the Company,  the
Plan  shall  become effective on July 1, 1999.   The  Plan  shall
terminate  on December 31, 2009, or on such earlier date  as  the
Board  of  Directors may determine.  No Common  Shares  shall  be
issued under the Plan after the termination date.

8.    Amendment of the Plan.  The Board of Directors, except  any
members participating in the Plan, may from time to time,  alter,
amend, suspend or discontinue the Plan with respect to any Common
Shares for which certificates have not been issued.

9.    No Right to Reelection as a Director.  Neither the adoption
of the Plan, the issuance of any Common Shares hereunder, nor any
other  action  taken  relating  to  the  Plan  shall  impose  any
obligation  on  the  Company or any Affiliate  or  the  Board  of
Directors thereof to nominate any Outside Director for reelection
as  a  director  by  the  shareholders  of  the  Company  or  any
Affiliate.

10.   Withholdings.  The Company shall have the right to  require
an Outside Director to remit to the Company amounts sufficient to
satisfy any applicable withholding requirements set forth in  the
Internal  Revenue  Code of 1986, as amended, or  under  state  or
local  law  relating  to  Common Shares issued  to  that  Outside
Director.   The  Company  shall have the  right,  to  the  extent
permitted  by  law,  to  deduct from  any  payment  of  any  kind
otherwise  due to an Outside Director who receives Common  Shares
under  the  Plan any federal, state or local taxes  of  any  kind
required  by  law to be withheld with respect to the issuance  of
those Common Shares.  An Outside Director may elect to reduce the
number  of Common Shares to be received by him under the Plan  in
order   to  satisfy  any  federal,  state  or  local  withholding
obligation.