Irwin Financial Corporation   500 Washington Street, Columbus, Indiana 47201

	1. to elect three Directors to serve on the Board until our 2007 annual meeting;
	2. to approve amendments to the Irwin Financial Corporation 2001 Stock Plan;
	3. to approve an amendment to the Irwin Financial Corporation 1999 Outside Director Restricted Stock Compensation Plan;
	4. to approve the Irwin Financial Corporation Short Term Incentive Program;
	5. to hear such reports as may be presented; and
	6. to transact such other business as may properly come before the meeting or any adjournment thereof.

	Registration of shareholders will start at 3:15 p.m. and the meeting will start at 4:00 p.m. Following the meeting, refreshments will be served.
	I encourage you to date, sign, and mail the enclosed proxy in the postpaid envelope that is provided. If you are present at the meeting and desire to do so, you may revoke your proxy and vote in person.
	Enclosed with this notice are our Annual Report to Shareholders for 2003, our Annual Report on Form 10-K and our Proxy Statement.
	Matt Souza, Secretary

General Information

	We are providing this proxy statement and the accompanying form of proxy in connection with the solicitation by our Board of Directors of proxies to be used at our Annual Meeting of Shareholders on Thursday, April 8, 2004, at the Holiday Inn Conference Center, 2480 Jonathan Moore Pike, Columbus, Indiana, at 4:00 p.m., Columbus time, or any adjournment thereof.
	We will bear the costs of the solicitation of proxies in the accompanying form. The solicitation of proxies will be limited to the use of the mails.
	A shareholder who signs and returns a proxy in such form will have the power to revoke it at any time before it is exercised by giving notice of revocation to our Secretary. All shares represented by the accompanying proxy, if the proxy is executed and returned, will be voted as directed by the shareholder. If a shareholder executes and returns a proxy, but makes no direction as to such shareholder’s vote, then the shares will be voted on each matter to come before the meeting in accordance with the recommendation of the Board of Directors.
	Our main offices are located at 500 Washington Street, Columbus, Indiana 47201.
	This proxy statement will be mailed to shareholders on or about March 19, 2004.

1.

Voting Securities and Principal Holders

	Only shareholders of record at the close of business on February 19, 2004, will be entitled to vote. On February 19, 2004, there were 28,250,371 common shares outstanding and entitled to vote. Each common share is entitled to one vote on each matter to be voted on at the meeting.
	The following information is given as of February 19, 2004, for persons known by management to beneficially own more than 5% of our common shares. All of the shares listed are beneficially owned through voting and investment power held solely by the reported owner, except as otherwise indicated.

	(1)	Certain shares owned by the IFC Trust (5,160,592 shares, which were donated to the Trust by the Estate of Mrs. Clementine Tangeman) and Mr. Irwin Miller (5,160,544 shares) are subject to an irrevocable proxy held by Mr. William I. Miller to vote such shares. Mr. William I. Miller holds a right to acquire these same 10,321,136 shares, pursuant to options purchased by Mr. Miller from Mrs. Clementine Tangeman and Mr. Irwin Miller, within 60 days of February 19, 2004, but subject to certain contingencies.
	(2)	Includes 132,535 shares owned by Mr. Irwin Miller’s wife, Xenia S. Miller, as to which Mr. Irwin Miller holds no voting or investment power and for which Mr. Miller expressly disclaims any beneficial interest; and 15,494 shares as to which Mr. Miller holds voting and investment power.
	(3)	See Footnote 1 above. Includes 78,117 shares as to which Mr. William I. Miller holds voting and investment power; 22,812 shares for which Mr. William I. Miller is the custodian of on behalf of his children and for which Mr. William I. Miller expressly disclaims any beneficial interest; 14,625 shares that are held in the 1998 William I. Miller Annual Exclusion Trust, Lynne M. Maguire, Trustee, for which Mr. William I. Miller expressly disclaims any beneficial interest; and 523,650 shares that Mr. William I. Miller has the right to acquire within 60 days of February 19, 2004 through the exercise of stock options.

2.

Security Ownership of Management

	Except as noted below, the following information about the ownership of our common shares is given as of February 19, 2004 for our director nominees, directors and certain executive officers, individually, and all our director nominees, directors and executive officers as a group.

	*	Less than 1%

	(1)	See Footnote 1 to the table under “Voting Securities and Principal Holders.”
	(2)	Director nominee
	(3)	Director
	(4)	Executive Officer
	(5)	Mr. Hoover was appointed as a director by the Board of Directors on February 20, 2004 to fill the remainder of the term of John Nash, who retired on April 30, 2003.
	(6)	Represents shares owned by Mr. Hoover as of February 24, 2004 and stock option grant on February 20, 2004.
	(7)	Includes shares for which directors hold sole voting power but no investment power under our 1999 Outside Director Restricted Stock Compensation Plan (see Restricted Stock column).

	We believe stock ownership by directors helps align their interests with those of our shareholders. The Governance Committee of the Board of Directors has approved guidelines for director ownership of Irwin Financial Corporation common stock. The guidelines include: direct ownership of our stock (excluding stock options) equal in value to at least five times the non-stock-option portion of the director annual retainer fee (or $125,000, based on the current non-stock- option retainer fee portion of $25,000); attainment of the minimum level of ownership within five years of adoption of the guidelines (for current directors) or five years after joining the Board of Directors (for new directors); and disclosure of the guidelines and director compliance in our proxy solicitation materials. Apart from the above, we have created no incentives, disincentives or facilitative programs in connection with the guidelines. All directors are in compliance with our director stock ownership guidelines.
	Our proxy materials have, since July 27, 1990, disclosed director stock ownership.

3.

	Three directors are to be elected to our Board of Directors at the Annual Meeting in 2004. Proxies granted for use at the Annual Meeting cannot be voted for more than three nominees.
	Our Board of Directors currently consists of ten members divided into three classes of directors who are elected to hold office for staggered terms of three years as provided in our by-laws. Nominee Directors Dean, Kling and Odden currently are serving three-year terms expiring in 2004. Directors Hoover, Miller and Solso are currently serving three-year terms which expire in 2005, and Directors Goodrich, Hackett, Lauderback and McGinty are currently serving three-year terms which expire in 2006. Director Hackett will be retiring from the board effective April 8, 2004. R. David Hoover was appointed by the Board on February 20, 2004 to fill the remainder of the term of retired director John Nash. Mr. Hoover was recommended to the Governance Committee for service on our Board by a non-management director.
	The three nominees being proposed for election at the Annual Meeting to serve a three-year term of office are Sally A. Dean, William H. Kling, and Lance R. Odden.
	The person named as Proxy in the accompanying form of proxy will, unless otherwise indicated in the form of proxy, vote the shares covered by proxies for the election of nominees Dean, Kling and Odden, included in the following table. Management has no reason to believe that any of the nominees will be unable to serve. However, should a nominee for director become unavailable for election, and unless the Board of Directors or the Executive Committee reduces the size of the Board to a number equal to the number of nominees who are able and willing to serve, the persons named in the accompanying form of proxy will vote for a substitute who will be designated by the Board of Directors or the Executive Committee. If all nominees for director positions are elected at the Annual Meeting of Shareholders, a total of nine directors will be members of our Board of Directors following the retirement of Mr. Hackett. Any vacancy occurring in the Board of Directors caused by resignation, death or other incapacity, or increase in the number of directors may be filled by a majority vote of the remaining members of the Board of Directors. If a director ceases to serve before his or her term expires, the individual replacing the departing director shall be named to serve the remainder of the departing director’s term. Until any such vacancy is so filled, the existing directors shall constitute the Board of Directors. Shareholders shall be notified of any increase in the number of directors and the name, address, principle occupation, and other pertinent information about any director named by the Board of Directors to fill any vacancy.
	The following table sets forth, as of February 19, 2004 (except as noted below), the name; year in which the nominee or current director was first elected as a director; for nominee directors, expiration of term if elected at this year’s annual meeting; for current directors, expiration of the director’s current term; principal occupation for the past five years of each nominee director or current director; the percentage of the total number of meetings of our Board of Directors and

4.

meetings of committees of our Board of which the director is a member attended by each director during 2003; all other directorships or other positions held by each nominee in other corporations subject to the reporting requirements of the Securities Exchange Act of 1934 and in any investment company; and the director’s age. There are no family relationships among any of the director nominees or executive officers.

DIRECTOR NOMINEES:

		Sally A. Dean* (Director since 1995; expiration of term 2007) Ms. Dean is a retired Senior Vice President of Dillon, Read & Co. Inc. (investment bank, which is now part of UBS Warburg). She serves as Chairman of the Paideia School Endowment Board and is former President of the Board of Trustees, Randolph-Macon Woman’s College, where she is a member of the investment committee. In 2003, Ms. Dean attended 100% of our Board and Committee meetings of which she is a member. Age 56.
		William H. Kling* (Director since 1993; expiration of term 2007) Mr. Kling has been President and Chief Executive Officer of the American Public Media Group (APMG) since 2000. APMG is the parent company of Minnesota Public Radio, Southern California Public Radio and the Greenspring Company (a diversified media company). Mr. Kling became President of Minnesota Public Radio (a regional network of 35 public radio stations) in 1966, and a director in 1972. In 1987, he became the President of the Greenspring Company. He is a director/ trustee of The St. Paul Companies, The Wenger Corporation, Comcast of St. Paul and five funds of the American Funds family of the Capital Group. In 2003, Mr. Kling attended 100% of our Board and Committee meetings of which he is a member. Age 61.
		Lance R. Odden* (Director since 1991; expiration of term 2007) Mr. Odden retired as Head Master of The Taft School (a private educational institution) in June 2001, having served in that capacity since 1972. Mr. Odden serves as an advisor to Warburg Pincus and is a trustee of the Thatcher School and a director of the Chancellor Beacon Academies. In 2003, Mr. Odden attended 93% of our Board and Committee meetings of which he is a member. Age 64.

5.

		CURRENT DIRECTORS:
		David W. Goodrich* (Director since 1986; expiration of term 2006) Mr. Goodrich has been President and Chief Executive Officer of Central Indiana Corporate Partnership since June 1999. He was the former President of the Indianapolis, Indiana Colliers Turley Martin Tucker Company (a realty company) from May 1998 to July 1999. He is Chairman of the Board of Citizens Gas and Coke Utility and a director of Clarian Health Partners, Inc. and American United Life Insurance Company. In 2003, Mr. Goodrich attended 85% of our Board and Committee meetings of which he is a member. Age 56.
		R. David Hoover* (Director since February 20, 2004; expiration of term 2005) Mr. Hoover is Chairman, President and Chief Executive Officer of Ball Corporation. In 2002, he was elected Chairman, and has been the President and CEO since 2001. Mr. Hoover joined Ball Corporation in 1970. Prior to his career with Ball, Mr. Hoover was a corporate financial analyst for Eli Lilly and Co., Indianapolis. Mr. Hoover serves on the boards of Ball Corporation and Energizer Holdings, Inc. Age 58.
		Brenda J. Lauderback* (Director since 1996; expiration of term 2006) Ms. Lauderback was former President of the Retail and Wholesale Group of the Nine West Group, Inc. from May 1995 until January 1998. She is a director of Big Lots, Inc. (formerly Consolidated Stores) and Louisiana-Pacific Corporation. She joined the Board of Directors of Wolverine World Wide, Inc. in November 2003. In 2003, Ms. Lauderback attended 94% of our Board and Committee meetings of which she is a member. Age 53.
		John C. McGinty, Jr.* (Director since 1991; expiration of term 2006) Mr. McGinty has been the President of Peregrine Associates, Inc. (a healthcare, governance, and leadership consulting firm) since 1997. He has been the Managing Director of The Greeley Company (a healthcare leadership consulting, strategic planning, education, and publications firm) since 1997, and was a part-time faculty member at Indiana University from 1997 to 2001. From 1986 to 1997, Mr. McGinty was the President and Chief Executive Officer of Southeastern Indiana Health Management, Inc. and Columbus Regional Hospital. In 2003, Mr. McGinty attended 100% of our Board and Committee meetings of which he is a member. Age 54.

6.

		William I. Miller (Director since 1985; expiration of term 2005) Mr. Miller has been our Chairman since August 1990 and our Chief Executive Officer since May 2003. He is a director/ trustee of Cummins Inc., The Tennant Company, and three mutual funds of the American Funds family of the Capital Group. He also serves as a trustee of The Taft School and of the National Building Museum. In 2003, Mr. Miller attended 100% of our Board and Committee meetings of which he is a member. Age 47.
		Theodore M. Solso* (Director since 1993; expiration of term 2005) Mr. Solso has been the Chairman and Chief Executive Officer of Cummins Inc. since January 2000. He served as President and Chief Operating Officer of Cummins from 1995 to 2000. He is a director of Ashland Inc., Ball Corporation, Heritage Fund of Bartholomew County, the Business Round Table, and the Business Council of Bartholomew County. In addition, Mr. Solso is on the Board of Trustees for Depauw University. In 2003, Mr. Solso attended 100% of our Board and Committee meetings of which he is a member. Age 57.

	*	Member of the Executive Committee.

Director Independence

	Our governance principles state that a substantial majority of the Board should consist of directors who are not employed by Irwin Financial and whose other relationships with Irwin Financial would not impair their independence, as affirmatively determined by the Board in accordance with requirements of the New York Stock Exchange on “independent” status.
	To assist in the Board’s determinations of director independence, the directors completed questionnaires designed to identify relationships that could affect their independence. The Board reached its determinations by considering all relevant facts and circumstances surrounding a director’s commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships, among others.
	On the basis of the responses to the questionnaires, the Board determined that Ms. Dean, Mr. Kling, and Ms. Lauderback are independent because no relationship between these directors and Irwin Financial was identified that in the Board’s opinion would affect the ability of these individuals to act independently, nor did any relationship exist that would preclude independence under our Corporate Governance Principals, the New York Stock Exchange Rules, or securities provisions.
	With respect to Mr. Solso, the Board considered that subsidiaries of Irwin Financial donated $116,478 to the Heritage Fund of Bartholomew County since 2001. Irwin Union Bank and Trust Company, a subsidiary of Irwin Financial, charges fees to manage funds of the Heritage Fund and returns a portion of the fees to assist with operating funds. Mr. Solso serves on the Board of Directors of the Heritage Fund. In addition, Irwin Financial and its subsidiaries donated $15,000 since 2002 and Irwin Financial has paid $10,000 in membership fees in

7.

	each of 2001, 2002 and 2003 to the Central Indiana Corporate Partnership. Mr. Solso is a member of the Central Indiana Corporate Partnership. The Board determined that the relationships were not material because the contributions represented an insignificant portion of the total revenues of each of these not-for-profit entities.
	With respect to Mr. Hoover, the Board considered that Mr. Hoover serves on the Dean’s Advisory Council of the Kelley School of Business of Indiana University and that Irwin Financial and subsidiaries matched employees’ contributions to Indiana University in an amount of $24,223 over the three-year period beginning in 2001. In addition, another subsidiary of Irwin Financial donated $3,000 to the Institute on Disability and Community at Indiana University in support of the Back Home Alliance. The Board determined that Mr. Hoover was independent because his position on the Dean’s Advisory Council was not materially related to the contributions made to Indiana University by Irwin Financial and its subsidiaries. The Board believed that Mr. Hoover’s independence as a director would not be influenced by the contributions made to Indiana University due to the relatively small amount involved and the nature of his position with the University.
	With respect to Mr. Odden, the Board considered that Irwin Financial made matching grants of $6,000 over the three-year period beginning in 2001 to The Taft School, where Mr. Odden served until June 2001 as Head Master. Mr. William Miller has served as Trustee of The Taft School since 1978 and as the Chairman of Trustees since September 30, 2002. The Board did not believe that the amount of contributions or Mr. Miller’s service at the school would significantly affect Mr. Odden’s independent judgment since he was no longer an employee or Trustee of the school.
	With respect to Mr. McGinty, the Board considered his service on the Board of Directors of the Volunteers in Medicine Institute since 2002. A subsidiary of Irwin Financial donated $1,000 in 2003 to the Volunteers in Medicine Institute through the Columbus Regional Hospital Foundation. In addition, a subsidiary of Irwin Financial has extended a first mortgage and a home equity line of credit at 6% interest in the aggregate amount of $239,000, of which $210,000 was outstanding as of December 31, 2003. The Board concluded that the donation would not materially affect Mr. McGinty’s judgment and that his loan was made on terms that were not more favorable than those available to others and that he therefore should be considered independent.
	With respect to Mr. Goodrich, the Board considered his position as Chief Executive Officer of the Central Indiana Corporate Partnership (CICP) and the service of Mr. Miller as a director and officer of the CICP. The CICP had no compensation committee prior to March 1, 2004, and Mr. Miller is not a member of this committee. In addition, the Board considered donations made by Irwin Financial and its subsidiaries of $15,000 since 2002 and Irwin Financial’s membership fees of $10,000 in each of 2001, 2002 and 2003 to the CICP. The Board concluded that the relationship of Mr. Miller with the CICP prior to the formation of the compensation committee would preclude Mr. Goodrich’s independence.

8.

Executive Sessions of the Board

The Board holds executive sessions at least four times per year without employee directors present for a general discussion of relevant subjects. (Our Chairman and Chief Executive Officer is the only employee director currently on the Board.) Additional executive sessions or meetings of outside (non-employee) directors may be held from time to time as required. Lance Odden, the Chair of the Executive Committee appointed by the outside directors, presides over such executive sessions and is responsible for communicating any concerns or conclusions expressed in these sessions to management.

Compliance with Section 16(a) of the Securities Act of 1934

	Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers, and persons who own more than 10% of a registered class of our equity securities, to file with the Securities and Exchange Commission (SEC) initial reports of ownership and reports of changes in ownership of our common shares and our other equity securities. Executive officers, directors, and greater than 10% shareholders are required by the SEC to furnish us with copies of all Section 16(a) forms they file.
	To our knowledge, based solely on a review of the copies of the reports furnished to us and written representations that no other reports were required, all Section 16(a) filing requirements applicable to our executive officers, directors, and greater than 10% shareholders for fiscal 2003 were met.

Director Meetings and Standing Committees

	Our Board of Directors held four meetings during 2003.
	We have appointed certain members of our Board to serve on various committees of our Board of Directors. Our Board of Directors has established four standing committees: (1) the Audit and Risk Management Committee; (2) the Compensation Committee; (3) the Governance Committee; and (4) the Executive Committee. Membership in those committees is reflected in the following charts:

2003 Committee Members (January 2003-August 14, 2003)

	*	Indicates Committee Chair

9.

2003 Committee Members (August 15, 2003-February 19, 2004)

	*	Indicates Committee Chair

2004 Committee Members (February 20, 2004-Present)

	*	Indicates Committee Chair

10.

                               COMMITTEES AND CURRENT MEMBERSHIP:

                               Audit and Risk Management Committee

	As of February 2004, the Audit and Risk Management Committee is composed of Mr. McGinty (Committee Chair), Ms. Dean, Mr. Hackett, Mr. Hoover and Ms. Lauderback, although Mr. Hackett plans to retire from the Committee and the Board on the date of the annual meeting. The Board of Directors has determined that each member of the Committee is “independent” for purposes of New York Stock Exchange listing standards, the Sarbanes-Oxley Act of 2002 and related rules of the SEC. Additionally, the Board of Directors has determined that each member of the Committee is financially literate, and that several members of the Committee, among them Mr. McGinty, are audit committee financial experts, as defined by the SEC.
	The Audit and Risk Management Committee, which held 10 meetings in 2003, operates under a written charter adopted by the Board of Directors (see Appendix A). The Committee has primary responsibility for engaging, overseeing, and compensating our independent auditors; reviewing and approving the independent auditors’ audit plan; reviewing the report of audit and the accompanying management letter, if any; reviewing and directing the work performed by our internal audit department; reviewing regulatory examination reports received by us and our subsidiaries; and consulting with the independent and internal auditors about the adequacy of internal controls.

                               Compensation Committee

The Compensation Committee reviews and considers recommendations from management concerning our executive compensation policies, employee benefit plans, and salary administration program, including reviewing annually the total compensation and recommended adjustments for all of our executive officers and the executive officers of our subsidiaries. This Committee administers the short-term and long-term management incentive plans and the existing stock option and employee savings plans. The deliberations of the Committee are reported to the Board of Directors for review and approval. Members of the Committee are Ms. Dean (Committee Chair), Mr. Kling and Ms. Lauderback. Ms. Lauderback replaced Mr. Goodrich as a member of the Committee on August 15, 2003. No member of the Compensation Committee, during 2003, was an officer or employee of ours or any of our subsidiaries. All members of the Compensation Committee are “independent” for purposes of the New York Stock Exchange listing standards. The Committee held four meetings in 2003.

                               Governance Committee

As of February 2004, the Governance Committee, which serves as a standing nominating committee of the Board of Directors, is composed of Mr. Odden (Lead Director and Committee Chair), Mr. McGinty and Mr. Solso. The Board of Directors has determined that each member of the Governance Committee is “independent” for purposes of New York Stock Exchange listing standards. The Committee, which held four meetings in 2003, operates under a written charter adopted by the Board of Directors, a copy of which can be found on the Investor Relations section of the Company’s website at www.irwinfinancial.com.

11.

	The Governance Committee makes recommendations to the Board of Directors regarding general qualifications for nominees as directors, mix of experience and skills on the Board, size of the Board and the terms of its members, director compensation, and the retirement policy for directors. In discharging its responsibility for screening and recommending candidates for election to the Board, the Governance Committee periodically evaluates the Board’s effectiveness and composition, including matters such as the business and professional experience (including any requisite financial expertise or other special qualifications), background, age, current employment, community service and other board service of its members, as well as racial, ethnic and gender diversity of the Board as a whole. The Governance Committee considers a candidate’s qualifications in light of these criteria, as well as its assessment of whether a candidate can make decisions on behalf of, or while representing, Irwin Financial that are aligned with our Guiding Philosophy. The Committee will also consider a candidate’s “independent” status in accordance with applicable regulations and listing standards, as well as any conflicts of interest the candidate may have in serving on the Board of Directors.
	The Governance Committee will consider director candidates recommended by security holders from time to time, provided that such a recommendation is accompanied by (i) a sufficiently detailed description of the candidate’s background and qualifications to allow the Governance Committee to evaluate the candidate in light of the criteria described above, (ii) a document signed by the candidate indicating his or her willingness to serve if elected, and (iii) evidence of the nominating security holder’s ownership of Irwin Financial stock. Any such recommendation and related documentation must be delivered in writing to Lance Odden, currently our Lead Director, in care of Irwin Financial Corporation, PO Box 929, Columbus, Indiana 47202.
	The three nominees being proposed for election at the Annual Meeting to serve a three-year term of office are Sally A. Dean, William H. Kling and Lance R. Odden. Ms. Dean and Messrs. Kling and Odden are existing directors who have been recommended by the Governance Committee to stand for re-election this year. Having been recommended by a non-management director as a candidate for the Board, Mr. Hoover, the most recent addition to the Board of Directors, was named by the Board of Directors in February 2004 to fill the term of former director John A. Nash, who retired in 2003.

                               Executive Committee

The Executive Committee consists of the non-employee directors of our Board. Its purpose is to meet regularly in executive session without management present. The Committee has the power to act on the Board of Directors’ behalf at such times as may be designated by the Board of Directors to conduct the business of the Board of Directors, subject to limitations imposed by law, our articles, our by-laws, or resolutions of our Board of Directors. The Committee held four meetings in 2003.

12.

Outside Director Compensation

	Under the outside directors’ fee schedule, from January 1, 2003 to December 31, 2003, each of our outside directors earned a retainer fee of $50,000, $25,000 of which was paid in the form of stock options. The remainder of the retainer was payable in cash, additional stock options, or in common shares issued under our 1999 Outside Director Restricted Stock Compensation Plan.
	In addition to the annual retainer described above, in 2003, our outside directors received $1,000 for attending each meeting of our Board of Directors and $1,000 for attendance at each meeting of the Compensation, Governance and Executive Committees of our Board of Directors, and members of our Audit and Risk Management Committee received $2,000 for each committee meeting attended and $1,000 for review of earnings releases. The committee chairpersons also received an additional retainer of $3,000.
	The 1999 Outside Director Restricted Stock Compensation Plan covers only our non-employee directors and the non-employee directors of our subsidiaries, allowing an outside director to elect to receive the remainder of his or her annual retainer fees ($25,000 in 2003) and/or meeting attendance fees (collectively, director fees) in the form of common shares rather than in cash, with a market value equivalent to the cash value of the fees. The outside director plan allows the grant of up to 100,000 common shares through December 31, 2009. Grants under the outside director plan may be for one or more years of future service. The common shares granted under the outside director plan are subject to forfeiture on a pro rata basis if the outside director recipient does not serve until the end of the outside director plan year to which the common shares apply. Forfeited common shares will revert to us.
	A committee, appointed by the Board of Directors, administers the plan. Except for an election for a calendar year in which a person first becomes an outside director, each election is effective for not less than one calendar year but may be made for additional calendar years subject to any limitation imposed by the committee at the time an election is made. A grant of common shares for multiple years of service will be equal to the value of the cash retainer and/or meeting fees earned during the number of years covered by the grant.
	Before delivery to outside directors, certificates issued by the committee under the plan will be held by our Secretary for one year after the last date covered by the election under which the common shares were issued, or an earlier date determined by the committee.
	An outside director has only limited rights as a shareholder with respect to common shares subject to an election until the certificates representing those shares are issued. When a certificate is issued, the outside director will have the power to vote the common shares represented by the certificate on all matters presented to a vote of our shareholders and will be entitled to receive all dividends and other distributions declared or paid by us on those shares. An outside director will have no right to sell, pledge, encumber, or otherwise dispose of any common shares issued under the outside director plan during the time the certificates

13.

	representing common shares are held by our Secretary, other than for transactions between the outside director and us or any of our directors or affiliates.
	Common shares totaling 20,056 are registered under the outside director plan in the names of the participating director nominees. Shares totaling 65,136 have been granted under the terms of the outside director plan. Grants made under the previous outside director plan since its inception in 1989 total 102,402 common shares. During 2003, directors Dean, Hackett, Lauderback, Kling, McGinty, Odden, and Solso participated in the outside director plan.
	Directors Dean, Odden and McGinty also serve as directors on the board of our subsidiary, Irwin Union Bank and Trust Company. They receive a payment of $2,000 for each meeting they attend for that board. Director Hackett serves on the board of Irwin Union Bank, F.S.B., for which he receives a $750 retainer and $500 for each meeting attended, and serves on the Irwin Union Bank Business Development Board and receives a yearly retainer fee of $1,000 and $350 for each meeting attended.
	No fees other than director fees are paid to directors for services rendered in that capacity. Directors who are our officers or officers of our subsidiaries do not receive any director fees.

14.

Executive Compensation and Other Information

Summary of Cash and Certain Other Compensation

	The following table provides certain summary information concerning compensation paid or accrued by us and our subsidiaries to or on behalf of our Chairman and Chief Executive Officer and each of our four other most highly compensated executive officers for the fiscal years ended December 31, 2001, 2002 and 2003:

SUMMARY COMPENSATION TABLE

																		Long-Term				Long-Term
																		Compensation				Compensation
		Annual Compensation(1)																Awards				Payouts
														Other
														Annual
														Compensa-
Name & Principal Position		Year				Salary(2)				Bonus(3)				tion(4)				Option(#)				LTIP Payouts
William I. Miller			2003			$	527,333			$	698,796								106,500
Chairman and CEO			2002				508,000				718,858			$	61,105	(10)			140,400
			2001				480,667				699,989								101,100
Robert H. Griffith			2003			$	266,667			$	833,284								11,600
President and CEO,			2002				243,333				1,011,185								7,200