Irwin Financial Corporation
500 Washington Street
P.O. Box 929
Columbus, IN 47202-0929
812.376.1909
812.376.1709 Fax
www.irwinfinancial.com
 
April 18, 2008
[IRWIN FINANCIAL LOGO]          
 
NOTICE OF 2008 ANNUAL MEETING OF SHAREHOLDERS
 
To our Shareholders:
 
You are cordially invited to attend the 2008 Annual Meeting of Shareholders of Irwin Financial Corporation, to be held at the Yes Cinema, 4th & Jackson Streets, Columbus, Indiana, on Friday, May 30, 2008, at 4:00 p.m. Eastern Daylight Time, for the following purposes:
 
Proposals:
 
  No. 1.  to elect three Directors to serve on the Board until our 2011 annual meeting;
 
  No. 2.  to re-approve the Irwin Financial Corporation Amended and Restated 2001 Stock Plan and to amend the Plan to delete the ability to award phantom stock units and add the ability to award restricted stock units; and
 
  No. 3.  to act upon the confirmation of independent auditors for 2008.
 
We recommend that you vote FOR Proposal Nos. 1, 2 and 3.
 
 
Other Items:
 
  •  to hear such reports as may be presented; and
 
  •  to transact any other business that may properly come before the meeting or any adjournment of it.
 
Proposal Nos. 1, 2 and 3 are described further in the proxy statement accompanying this Notice.
 
Registration of shareholders will start at 3:15 p.m. and the meeting will start at 4:00 p.m.
 
If you received a Notice of Internet Availability of Proxy Materials, it contains instructions on how to access our proxy materials over the Internet and how to vote your shares, as well as how to request a paper copy of our proxy materials by mail or an electronic copy by e-mail.
 
Your vote is important. Whether or not you plan to attend the meeting, I encourage you to vote your proxy as soon as possible to assure your representation at the meeting. If you are present at the meeting and desire to do so, you may revoke your proxy and vote in person. The back cover of the proxy statement contains a map with directions to the site of the Annual Meeting. Please see the section on “General Information and Voting Procedures” for instructions on voting your proxy.
 
 
MATT SOUZA
Secretary

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Irwin Financial Corporation
500 Washington Street
P.O. Box 929
Columbus, IN 47202-0929
812.376.1909
812.376.1709 Fax
www.irwinfinancial.com
 
[IRWIN FINANCIAL LOGO]          
 
PROXY STATEMENT OF IRWIN FINANCIAL CORPORATION
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 30, 2008
 
GENERAL INFORMATION AND VOTING PROCEDURES
 
We are providing this proxy statement and the accompanying form of proxy (the “proxy” or “proxy card”) in connection with the solicitation by our Board of Directors of proxies to be used at our Annual Meeting of Shareholders on Friday, May 30, 2008. The meeting will be held at the Yes Cinema, 4th & Jackson Streets, Columbus, Indiana, at 4:00 p.m. Eastern Daylight Time, or any adjournment thereof. Please see the back cover for a map with directions to the Annual Meeting location. This proxy statement will be sent to shareholders on or about April 18, 2008.
 
Pursuant to rules recently adopted by the Securities and Exchange Commission (“SEC”), we have sent a Notice of Internet Availability of Proxy Materials (the “Notice”) to certain of our registered shareholders and those that hold their shares through brokers, banks, broker-dealers or similar organizations. Shareholders will have access to our proxy materials over the Internet free of charge on the website identified in the Notice. The Notice contains instructions on how shareholders may access our proxy materials through the Internet and how shareholders may request electronic or paper copies if desired. If shares are held by a broker, bank, broker-dealer or similar organization in its name for the benefit of the shareholder, the shareholder is the beneficial owner of shares held in “street name,” and the Notice will be forwarded to the shareholder by the broker, bank, broker-dealer or similar organization. As the beneficial owner, the shareholder has the right to direct the broker, bank, broker-dealer or similar organization holding the shares how to vote the shares.
 
We will bear the costs of the solicitation of proxies. In addition to solicitation by mail, proxies may be solicited by our directors, officers and employees, at no additional compensation, by telephone, facsimile transmission, e-mail, and personal interviews or otherwise.


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If you are a shareholder of record, you may tell the Corporation’s representatives how to vote your shares in one of the following ways:
 
  •  By telephone — You may vote by calling the toll-free telephone number: 1-888-693-8683. Please have your proxy card or Notice available when you call, and follow the simple instructions to record your vote.
 
  •  On the Internet — The website for Internet voting is www.cesvote.com . Please have your proxy card or Notice available when you access the website, and follow the simple instructions to record your vote. If you vote on the Internet, you can also request electronic delivery of future proxy materials.
 
  •  By Mail — Be sure to complete, sign and date the paper proxy card or voting instruction card and return it in the postage-paid envelope provided or return it to: National City Bank, P.O. Box 535300, Pittsburgh, PA 15253-9837.
 
  •  In Person — You may vote in person by attending the Annual Meeting of Shareholders.
 
The availability of telephone and Internet voting for beneficial owners will depend on the voting procedures of your broker, bank or other holder of record. Therefore, we recommend that you follow the voting instructions in the materials you receive.
 
All shares represented by a proxy, if it is executed and returned using one of the methods above, 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, the shares will be voted on each matter to come before the meeting in accordance with the recommendation of the Board of Directors.
 
A shareholder who votes a proxy may revoke it at any time before it is exercised by giving notice of revocation to our Secretary. Only shareholders of record at the close of business on March 24, 2008 (the “record date”), will be entitled to vote. On the record date, there were 29,605,664 common shares outstanding. Each common share is entitled to one vote on each matter to be voted on at the meeting.
 
Shareholders owning a majority of all the common shares outstanding must be present in person or represented by a proxy in order to constitute a quorum for the transaction of business. Based on the number of common shares outstanding on the record date, 14,802,833 shares will be required at the meeting for a quorum.
 
Proxies returned by brokers with “non-votes” on any matter on behalf of shares held in street name because the beneficial owner has withheld voting instructions, and proxies returned with abstentions, will be treated as present for purposes of determining a quorum.
 
However, non-votes and abstentions will not be counted as voting on any matter for which a non-vote or abstention is indicated and will therefore not affect the outcome of those matters.
 
If you are a participant in the Irwin Financial Corporation Employees’ Savings Plan and/or the Irwin Mortgage Corporation Retirement and Profit Sharing Plan (the “Plans”), you have the right to direct Fidelity Management Trust Company (“Fidelity”), as Trustee of the Plans, regarding how to vote the shares of Irwin Financial Corporation attributable to your individual account under the Plans. Your instructions to Fidelity will be tabulated confidentially. If your voting directions are not received by May 28, 2008, the Trustee may vote the shares attributable to your account as specified by the applicable Plan.
 
More specific voting information accompanies the Proposals.
 
Our main offices are located at 500 Washington Street, Columbus, Indiana 47201. Our website is www.irwinfinancial.com.


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SECURITIES OWNERSHIP AND REPORTING
 
Principal Holders of Irwin Financial Securities
 
Persons known by management to own beneficially more than 5% of our common shares, as of the record date, are listed below. All of the shares listed are beneficially owned through voting and investment power held solely by the reported owner, except as otherwise indicated.
 
                   
      Amount and
       
Name and Address
    Nature of
      Percent of
of Beneficial Owner     Beneficial Ownership       Class
William I. Miller
500 Washington Street
Columbus, IN 47201 		      11,376,366  (1)       38.33%
Dimensional Fund Advisors LP
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401 		      2,389,126  (2)       8.14%
                   
 
(1)  Amount and nature of beneficial ownership is as of the record date March 24, 2008. This includes 5,176,038 common shares, which William I. Miller is deemed to beneficially own as the trustee of the J. Irwin Miller Marital Trust II (“Trust II”) and as to which shares William I. Miller has sole voting and dispositive power. William I. Miller was appointed as the Trustee on April 25, 2006. Previously, Trust II also granted William I. Miller an irrevocable proxy to vote and an option to acquire, subject to certain conditions, 5,160,544 of these common shares. His option to acquire the common shares became exercisable on February 19, 2008 and remains exercisable for a period of two years. William I. Miller disclaims beneficial ownership of the securities held in this trust except to the extent of his potential remainder interest in this trust.
 
Also includes 5,160,592 common shares deemed to be beneficially held through an irrevocable proxy granted by the IFC Trust under Trust Agreement dated June 29, 1990, Clementine M. Tangeman, Donor (the “IFC Trust”) and as to which shares William I. Miller has sole voting and dispositive power. On September 7, 2004 the IFC Trust appointed William I. Miller sole trustee, in substitution for his deceased father, J. Irwin Miller. The IFC Trust has granted William I. Miller an irrevocable proxy to vote such common shares, and an option to acquire such common shares, subject to certain conditions. His option to acquire the common shares became exercisable on February 19, 2008 and remains exercisable for a period of two years. William I. Miller disclaims beneficial ownership of the securities held in this trust except to the extent of his potential remainder interest in this trust.
 
Also includes (i) 22,812 common shares deemed to be beneficially held through William I. Miller’s role as the custodian of accounts benefiting his children, (ii) 24,775 common shares held by William I. Miller’s spouse, Lynne M. Maguire, as trustee of the 1998 William I. Miller Annual Exclusion Trust (the “Exclusion Trust”), and (iii) 847,684 common shares beneficially held through employee stock options that are exercisable within 60 days of March 24, 2008. William I. Miller expressly disclaims beneficial ownership of the common shares held as custodian on behalf of his children and the common shares held through the Exclusion Trust.
 
(2)  The number of shares indicated is determined as of December 31, 2007, pursuant to a filing on Schedule 13G that Dimensional Fund Advisors LP (“Dimensional”) made with the SEC on February 6, 2008, in which Dimensional reports it has sole voting and depositive power as to all such shares.


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Securities Ownership of Directors and Management
 
The following information about the ownership of our common shares is given as of the record date, except as noted below, for each of our current directors and the “Named Executive Officers” (as identified in the “Summary Compensation Table” in the “Compensation” section of this proxy statement) individually, and all our current directors and executive officers as a group. Our executive officers are our Chief Executive Officer, Chief Financial Officer, Chief Administrative Officer and line-of-business Presidents. Prior to December 31, 2007, the position of Executive Vice President, which has since been eliminated, was also among this group.
                                                   
              Right to Acquire
                   
      Irrevocable
      within 60 days of
          Total Number of
       
      Voting
      March 24,
    Restricted
    Shares Beneficially
    Percent
 
  Name     Proxy       2008     Stock     Owned (1)     of Class  
Sally A. Dean (3)
                43,408         5,989         74,762         *  
                                                   
Gregory F. Ehlinger (4)
                170,884         22,949         239,213         *  
                                                   
David W. Goodrich (3)
                6,225         5,036         35,859         *  
                                                   
R. David Hoover (2)(3)
                10,882         10,962         37,739         *  
                                                   
Bradley J. Kime (4)
                97,010         7,027         113,368         *  
                                                   
William H. Kling (3)
                10,450         5,036         49,254         *  
                                                   
Joseph LaLeggia (4)
                32,275         0         42,071         *  
                                                   
Brenda J. Lauderback (3)
                20,343         5,036         36,516         *  
                                                   
Jocelyn Martin-Leano (4)
                24,995         7,027         32,810            
                                                   
John C. McGinty, Jr. (3)
                15,415         5,036         35,204         *  
                                                   
William I. Miller (2)(3)(4)(5)
      10,321,136         847,684         19,582         11,376,366         38.33%  
                                                   
Dayton H. Molendorp (2)(3)
                0         4,588         5,588         *  
                                                   
Lance R. Odden (3)
                15,415         5,036         41,910         *  
                                                   
Marita Zuraitis (3)
                1,125         13,514         18,598         *  
                                                   
Current Directors and Executive Officers as a Group (15 persons) (6)
      10,321,136         1,417,644         131,088         12,330,190         41.54%  
                                                   
Thomas D. Washburn (4)(7)
                172,890         7,540         227,367         *  
                                                   
 
 *   Less than 1%
 
(1)  Includes shares for which directors hold sole voting power but no investment power under our 1999 Outside Director Restricted Stock Compensation Plan. In addition, includes shares for which directors and officers hold sole voting power but no investment power under the Irwin Financial Corporation Amended and Restated 2001 Stock Plan, as amended (the “2001 Stock Plan”), (see Restricted Stock column) and shares that directors and executive officers have the right to acquire within 60 days of March 24, 2008. The “Total Number of Shares Beneficially Owned” column also includes shares not shown in other columns of this table.
 
(2)  Director Nominee
 
(3)  Director
 
(4)  Named Executive Officer
 
(5)  See Footnote 1 to the table under “Principal Holders of Irwin Financial Securities.”
 
(6)  Shares owned by Mr. Washburn are not included in the total shares owned by “Current Directors and Executive Officers as a Group” because Mr. Washburn’s service as an executive officer ended after December 30, 2007.
 
(7)  Shares owned by Mr. Washburn are based on ownership as of December 31, 2007.


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Mr. LaLeggia received a grant of 7,660 performance-based restricted stock units instead of performance-based restricted stock to avoid adverse tax consequences. In addition, Mr. LaLeggia has a currently exercisable option to purchase 45.02 shares of the common stock of Irwin Commercial Finance Corporation (“ICF”), an indirect subsidiary of the Corporation. Based on the number of shares currently outstanding, if Mr. LaLeggia exercised his option, he would hold 4.7% of the outstanding shares of ICF common stock.
 
Mr. Odden owns 1,200 shares of non-convertible preferred stock through the IFC Capital Trust VI.