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Exhibit 10.6
 IRWIN FINANCIAL CORPORATION
2001 STOCK PLAN
RESTRICTED STOCK AGREEMENT
 1.
    
    Grant of Restricted Stock Award. Irwin Financial Corporation, an Indiana corporation (the
Company) hereby grants to ___(Participant) a restricted stock award (the
Award) on the number of shares of Stock as set forth in the Notice of Restricted Stock Award
subject to the terms, definitions and provisions of the Companys 2001 Stock Plan (the
Plan), the terms of which are incorporated herein by reference. Pursuant to Section 4 of
the Plan, all determinations and interpretations with respect to the Plan or this Agreement
shall be made by the Committee. Except to the extent expressly provided herein, capitalized
terms used in this Agreement shall have the same meaning ascribed thereto in the Plan.2.
    
    Award. Pursuant to Section 9 of the Plan, Participant is hereby granted an Award of
Restricted Stock described on the Notice of Restricted Stock Award attached hereto.3.
    
    Restrictions; Restricted Period. The Restricted Stock covered by the Award shall be subject
to the restrictions set forth in Section 9 of the Plan, which include, but are not limited to,
prohibitions on the sale, transfer, assignment, pledge or encumbrance of the Restricted Stock,
prior to the vesting date(s) set forth on the Notice of Restricted Stock Award attached hereto
(the period ending on the vesting date for a certain share of Restricted Stock is hereinafter
referred to as the Restricted Period). Sale, transfer and other disposition of the shares
following termination of the Restricted Period may be limited by the absence of an established
trading market for such shares and/or the provisions of applicable securities laws.4.
    
    Termination of Employment or Service.
 Termination of Employment Due to Death
 (b)
    
    Termination of Employment due to Reasons other than Death. In the event that a Participants
employment or service as a director is terminated for any reason other than death, the
Participant will forfeit any shares of Restricted Stock that are not yet vested and shall have
no further rights to the Restricted Stock or any amounts attributable thereto.




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5.
    
    Change in Control. Upon change in control of the Company, the Restricted Period on all
outstanding shares of Restricted Stock shall terminate and the Restricted Stock shall vest in
full to the Participant upon receipt of the Purchase Price.6.
    
    Forms of Payment by Participant. If the Participant is to pay a purchase price for the
Restricted Stock, such price may be paid:




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7.
    
    Withholding Tax Obligations.
 General Withholding Obligations.
 Stock Withholding to Satisfy Withholding Tax Obligations.
 (i)
    
    the election must be made on or prior to the applicable Tax
Date (as defined in section (c) below);(ii)
    
    once made, the election shall be irrevocable as to the
particular shares to which the election is made; and(iii)
    
    all elections shall be subject to the consent or disapproval
of the Committee.




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Definitions.
 8.
    
    Deposit of Certificates; Restrictive Legend. Each certificate representing the Restricted
Stock subject to this Award shall be registered in the name of the Participant and deposited
with the Company, and shall bear appropriate legends regarding this Agreement and such other
restrictions on transferability.9.
    
    Beneficiary. The Participant may name, from time to time, any beneficiary or beneficiaries
to whom the Restricted Stock shall be paid in case of his death before receipt of such Stock.
Each designation shall be on a form prescribed for such purpose by the Committee and shall be
effective only as set forth therein.10.
    
    Tax Consequences. The tax laws and regulations governing the personal income tax impact of
this award and the receipt and disposition of the shares hereunder are complex and subject to
change. Participant should promptly consult his or her personal tax advisor upon receipt of
this award.11.
    
    Binding Effect. This Agreement shall inure to the benefit of and be binding upon the parties
hereto and their respective heirs, executors, administrators, successors, and assigns.
  IRWIN FINANCIAL CORPORATIONBy:Name:(print)Title:




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Dated:[Name of Participant]




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Date of Award:
    
    [date]Compensation CommitteeApproval Date:
    
    [date]Total Number of Shares Granted:
    
    [number][Purchase Price:
    
    $_______, per share]  complete if Participantpurchases restricted stock grantRestricted Period: