UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.     )

  Filed by the Registrant    x
  Filed by a Party other than the Registrant    o
 
  Check the appropriate box:

  o    Preliminary Proxy Statement
  o    Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
  x    Definitive Proxy Statement
  o    Definitive Additional Materials
  o    Soliciting Material Pursuant to §240.14a-12

Irwin Financial Corporation

(Name of Registrant as Specified In Its Charter)

Irwin Financial Corporation

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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SEC 1913 (02-02) Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

(IRWIN FINANCIAL LOGO)
Irwin Financial Corporation     500 Washington Street, Columbus, Indiana 47201
 
                                         March 17, 2006
Notice of 2006 Annual Meeting of Shareholders
 
To our Shareholders: You are cordially invited to attend the 2006 Annual Meeting of Shareholders of Irwin Financial Corporation, to be held at the Holiday Inn Conference Center, 2480 Jonathan Moore Pike, Columbus, Indiana, on Thursday, April 6, 2006, at 4:00 p.m., Columbus time, for the following purposes:
  Proposals:
  Item 1. to elect four Directors to serve on the Board until our 2009 annual meeting;
 
  Item 2. to approve the Irwin Union Bank Amended and Restated Performance Unit Plan;
 
  Item 3. to approve the Irwin Commercial Finance Amended and Restated Performance Unit Plan;
 
  Item 4. to approve the Irwin Home Equity Corporation Performance Unit Plan;
  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.
  Items 1 through 4 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. Following the meeting, refreshments will be served.
 
  Your vote is important. Whether or not you plan to attend the meeting, 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 2005, our Annual Report on Form  10-K and our Proxy Statement.
 
  Matt Souza, Secretary

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(IRWIN FINANCIAL LOGO)
Proxy Statement of Irwin Financial Corporation
 
  For the Annual Meeting of Shareholders to be held April 6, 2006

GENERAL INFORMATION AND VOTING PROCEDURES
 
  We are providing this proxy statement and the accompanying form of proxy (the “proxy card”) in connection with the solicitation by our Board of Directors of proxies to be used at our Annual Meeting of Shareholders on Thursday, April 6, 2006. The meeting will be held at the Holiday Inn Conference Center, 2480 Jonathan Moore Pike, Columbus, Indiana, at 4:00 p.m., Columbus time, or any adjournment thereof. Please see the back cover for directions.
 
  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.
 
  A shareholder who signs and returns a proxy card may revoke it at any time before it is exercised by giving notice of revocation to our Secretary. All shares represented by a proxy card, if it is executed and returned, will be voted as directed by the shareholder. If a shareholder executes and returns a proxy card, 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.
 
  Only shareholders of record at the close of business on February 17, 2006 (the “record date”), will be entitled to vote. On the record date, there were 28,683,634 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 card in order to constitute a quorum for the transaction of business. Based on the number of common shares outstanding on the record date, 14,341,818 shares will be required at the meeting for a quorum.
 
  Proxy cards 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 proxy cards returned with abstentions, will be treated as present

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  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 (collectively, 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 April 3, 2006, the shares attributable to your account will not be voted.
 
  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 .
 
  This proxy statement will be mailed to shareholders on or about March 17, 2006.

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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.

                     
 
Name and Address   Amount and Nature of   Percent    
of Beneficial Owner   Beneficial Ownership   of Class    
 
 
William I. Miller
500 Washington Street
Columbus, Indiana 47201		     11,176,137 (1)     38.05%      
Dimensional Fund Advisors Inc.
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401		     1,835,042 (2)     6.41%      
  (1)  Includes 5,176,038 common shares, which William I. Miller beneficially owns as the executor of the Estate of J. Irwin Miller (William I. Miller’s father) (the “Estate”). William I. Miller was qualified as the executor of the Estate on August 24, 2004. Previously, the Estate 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.
 
       Also includes 5,160,592 common shares beneficially held through an irrevocable proxy granted by the IFC Trust under Trust Agreement dated 6/29/90, Clementine M. Tangeman, Donor (the “IFC Trust”). On September 7, 2004 the IFC Trust appointed William I. Miller sole trustee, in substitution for his deceased father. 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. The Estate is the sole beneficiary of the IFC Trust.
 
       Also includes (i) 22,812 common shares beneficially held through William I. Miller’s role as the custodian of accounts benefiting his children, (ii) 14,625 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) 685,175 common shares beneficially held through employee stock options that are exercisable within 60 days of February 17, 2006. 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, 2005, pursuant to a 13G filing that Dimensional Fund Advisors Inc. made with the Securities and Exchange Commission on February 1, 2006.

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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 for each of our directors and the “named executive officers,” (as identified in the summary compensation table below) individually, and all our directors and executive officers as a group.

                                             
     
        Right to Acquire    
        Irrevocable   within 60 days of       Total Number of    
        Voting   February 17,   Restricted   Shares Beneficially   Percent
    Name   Proxy   2006   Stock   Owned (1)   of Class
     
 
   Sally A. Dean (3)             20,368       2,358       41,350       *  
    Gregory F. Ehlinger (4)             125,325               130,345       *  
    David W. Goodrich (2, 3)             4,550       1,222       21,337       *  
    R. David Hoover (3)             5,450       4,587       10,537       *  
    Bradley J. Kime (4)             87,110               94,453          
    William H. Kling (3)             8,775       8,677       31,416       *  
    Joseph LaLeggia (4)             12,325               14,755          
    Brenda J. Lauderback (2, 3)             19,788       3,076       26,667       *  
    John C. McGinty, Jr. (2, 3)             14,860       11,695       38,632       *  
    William I. Miller (3, 4, 5)     10,321,136       685,175               11,176,137       38.05%  
    Lance R. Odden (3)             14,860       1,790       33,816       *  
    Theodore M. Solso (3)             4,550       6,869       48,088       *  
    Thomas D. Washburn (4)             122,340               168,110       *  
    Marita Zuraitis (2, 3)             375       2,363       2,738          
    Directors and Named Executive Officers as a Group (23 persons)     10,321,136       1,405,386       42,637       12,179,244       40.48%  
  *   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 and the Irwin Financial Corporation Amended and Restated 2001 Stock Plan (see Restricted Stock column).
 
  (2)  Director Nominee
 
  (3)  Director
 
  (4)  Named Executive Officer
 
  (5)  See Footnote 1 to the table under “Principal Holders of Irwin Financial Securities.”
  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 our common stock. The guidelines include: direct ownership of our common stock (excluding stock options) equal in value to at least five times the non-stock-option portion of the director annual retainer fee (or $150,000, based on the current non-stock-option retainer fee portion of $30,000); attainment of the minimum level of ownership within five years of adoption of the guidelines (for directors who were serving at the time the guidelines were adopted) or five years after joining the Board of Directors (for directors whose service began after the guidelines were adopted); and disclosure of the guidelines and director compliance in our annual proxy statement. 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.

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Compliance with Section 16(a) of the Securities Exchange Act of 1934
 
  Section 16(a) of the Securities Exchange Act of 1934 (“Exchange Act”) 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 registered under the Exchange Act. The SEC requires our executive officers, directors, and greater than 10% shareholders 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 we received and of written representations that no other reports were required, our executive officers, directors, and greater than 10% shareholders met all applicable Section 16(a) filing requirements for the fiscal year 2005.

CORPORATE GOVERNANCE
 
Proposal No. 1.  Election of Directors
 
  Four directors are to be elected to our Board of Directors at the Annual Meeting in 2006. The four nominees receiving the greatest number of votes at the meeting, either in person or by proxy, will be elected as directors for the ensuing three-year term, as indicated. Proxies granted for use at the Annual Meeting cannot be voted for more than four nominees. Directors who are standing for election at the Annual Meeting are sometimes referred to in this proxy statement as “Director 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.
 
  Director Nominees Goodrich, Lauderback and McGinty are currently serving three-year terms expiring in 2006. Director Nominee Zuraitis was elected as a director by the Board of Directors on August 24, 2005 upon the recommendation of the Governance Committee and an independent, non-management director of Irwin Financial Corporation.
 
  ON THE RECOMMENDATION OF THE GOVERNANCE COMMITTEE OF OUR BOARD OF DIRECTORS, IT IS PROPOSED THAT DIRECTOR NOMINEES GOODRICH, LAUDERBACK, MCGINTY AND ZURAITIS BE ELECTED AT THE ANNUAL MEETING TO SERVE FOR THREE-YEAR TERMS.
 
  Directors Dean, Kling and Odden are currently serving three-year terms that expire in 2007. Directors Hoover, Miller and Solso are currently serving three-year terms that expire in 2008.
 
  The persons named as Proxies on the proxy card will, unless otherwise indicated on the proxy card, vote the shares reflected on the proxy card for the election of the Director Nominees, whose biographies are included in the following table.

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  Management has no reason to believe that any of the Director Nominees will be unable to serve. However, should a Director Nominee become unavailable for election, and unless the Board of Directors or the Executive Committee reduces the size of the Board to a number reflecting the number of nominees who are able and willing to serve, the persons named on the proxy card will vote for a substitute who will be designated by the Board of Directors or the Executive Committee upon recommendation of the Board’s Governance Committee.
 
  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 filled, the existing directors shall constitute the Board of Directors. Shareholders will be notified of any increase in the number of directors and the name, address, principal 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 the record date: the name; year in which the Director Nominee or director was first elected as a director; for Director Nominees, the expiration of term if elected at this year’s annual meeting; for current directors, expiration of the directors’ term; principal occupation for the past five years of each Director Nominee or director; the percentage of the total number of meetings of our Board of Directors and meetings of committees of our Board of which the director or Director Nominee is a member attended by each director or Director Nominee during 2005; all other directorships or other positions held by each director and Director Nominee in other corporations subject to the reporting requirements of the Exchange Act and in any investment company; and each director and Director Nominee’s age.
 
  There are no family relationships among any of the Director Nominees, directors or executive officers.

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Director Nominees

 
     
     
(DAVID W. GOODRICH)
   David W. Goodrich*
(Director since 1986; expiration of current term 2006; if elected, expiration of term 2009)

Mr. Goodrich served as the President and Chief Executive Officer of the Central Indiana Corporate Partnership (a not-for-profit organization of corporate CEOs and University Presidents) from 1999 through the end of 2005. He was President of the Indianapolis, Indiana, Colliers Turley Martin Tucker Company (a realty company) from May 1998 to July 1999 and from January 1986 to May 1998, President of the F.C. Tucker Company’s Commercial Real Estate Services Division. He was a director of Indianapolis-based Citizens Gas and Coke Utility through December 2005 and is a director of Clarian Health Partners, Inc., One America Financial Partners, Inc., and the National Wine and Spirits Corporation. In 2005, Mr. Goodrich attended 100% of our Board and Committee meetings of which he is a member. Age 58.
     
(BRENDA J. LAUDERBACK)
   Brenda J. Lauderback*
(Director since 1996; expiration of current term 2006; if elected, expiration of term 2009)

Ms. Lauderback was 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. (a close-out retail company), Wolverine World Wide, Inc. (a manufacturer of casual and work-related footwear), and Select Comfort, Inc. (a bedding retail manufacturer). In April 2005, Ms. Lauderback joined the Board of Directors of Denny’s Corporation. In 2005, Ms. Lauderback attended 87% of our Board and Committee meetings of which she is a member. Age 55.
     
(JOHN C. MCGINTY, JR.)
   John C. McGinty, Jr.*
(Director since 1991; expiration of current term 2006; if elected, expiration of term 2009)

Mr. McGinty has been the President of Peregrine Associates, Inc. (a healthcare, governance, and leadership consulting firm) since 1997. He was a Managing Director of The Greeley Company (a healthcare leadership consulting, strategic planning, education, and publications firm) from 1997 to 2003, and currently serves as a Senior Consultant. Mr. McGinty was a part-time faculty member at Indiana University from 1997 to 2001. From 1986 to 1997, Mr. McGinty was President and Chief Executive Officer of Southeastern Indiana Health Management, Inc. and Columbus Regional Hospital. In 2005, Mr. McGinty attended 100% of our Board and Committee meetings of which he is a member. Age 55.
     
(MARITA ZURAITIS)
   Marita Zuraitis*
(Director since August 24, 2005, expiration of current term 2006; if elected, expiration of term 2009)

Ms. Zuraitis is President of The Hanover Insurance Group, Inc.’s property and casualty insurance companies, Citizens Insurance Company of America and The Hanover Insurance Company. Prior to joining The Hanover Insurance Group, Ms. Zuraitis served as an Executive Vice President for the St. Paul Companies (a provider of insurance and surety products and risk management services) from 1998 to 2004, and as the President/CEO of its Commercial Lines Division from 2002 to 2004. She currently serves on the Board of Trustees for Worcester Academy. In 2005, Ms. Zuraitis attended 100% of the Board and Committee meetings of which she is a member. Age 45.
     

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Current Directors

 
     
     
(SALLY A. DEAN)
   Sally A. Dean*
(Director since 1995; expiration of term 2007)

Ms. Dean is a retired Senior Vice President of Dillon, Read & Co. Inc. (an investment bank, which is now part of UBS). She serves as Chairman of the Paideia School Endowment Board and is former President of the Board of Trustees, Randolph-Macon Woman’s College. In 2005, Ms. Dean attended 100% of our Board and Committee meetings of which she is a member. Age 57.
     
(R. DAVID HOOVER)
   R. David Hoover*
(Director since 2004; expiration of term 2008)

Mr. Hoover is Chairman, President and Chief Executive Officer of Ball Corporation (a beverage and food packaging and aerospace products and services company). 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 & Co. (a pharmaceutical company), Indianapolis. Mr. Hoover serves on the boards of Ball Corporation, Energizer Holdings, Inc., and Qwest Communications International, Inc.(a telecommunications provider). In 2005, Mr. Hoover attended 82% of our Board and Committee meetings of which he is a member. Age 60.
     
(WILLIAM H. KLING)
   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 38 public radio stations) in 1966, and a director in 1972. In 1987, he became the President of the Greenspring Company. He is a director of The Wenger Corporation, Comcast Cable of St. Paul and five funds of the American Funds family of the Capital Group. In addition, Mr. Kling serves as the non-executive Chair of The New Economy Fund and Small Cap World Fund. He was recently elected a Regent of St. John’s University and became the non-executive Chairman of Gather.com, a Boston-based internet company. In 2005, Mr. Kling attended 100% of our Board and Committee meetings of which he is a member. Age 63.
     
(WILLIAM I. MILLER)
   William I. Miller
(Director since 1985; expiration of term 2008)

Mr. Miller has been our Chairman and Chief Executive Officer of the Corporation since August 1990. He is a director of Cummins Inc., the New Perspective Fund, Inc. and the New World Fund, Inc. of the American Funds family of the Capital Group. He is a trustee of Euro Pacific Growth Fund of the American Funds family of the Capital Group. He also serves as a trustee of the National Building Museum, Yale University and a director of the John D. and Catherine T. MacArthur Foundation. Age 49.
     

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(LANCE R. ODDEN)
   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 (private equity investors) and is a trustee of the Thacher School Group. Mr. Odden currently serves as a director of the Aspen Education Group (educational program provider for struggling youth) and is a managing director of New Providence Asset Management Corporation (an investment manager of charitable endowments). In 2005, Mr. Odden attended 100% of our Board and Committee meetings of which he is a member. Age 66.
     
(THEODORE M. SOLSO)
   Theodore M. Solso*
(Director since 1993; expiration of term 2008)

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., (a chemical and transportation construction company) and Ball Corporation. In addition, Mr. Solso is on the Indiana Economic Development Corporation. In 2004, Mr. Solso attended 72% of our Board and Committee meetings of which he is a member. Age 58.
     
 
    * All non-employee directors are 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 who satisfy the requirements of the New York Stock Exchange (“NYSE”) for being an independent director. The NYSE requires that independent directors not have material relationships with Irwin Financial, other than their directorship, that would impair their independence, as affirmatively determined by the Board in accordance with the NYSE standards.
 
  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 Directors Dean, Hoover, Kling, Lauderback, McGinty, Odden, Solso and Zuraitis are independent because they met the standards for independence set forth in our governance principles and the NYSE standards. There were no relationships between the Corporation and either Ms. Dean or Ms. Lauderback. The Board affirmatively determined that the relationships between the Corporation and each of Directors Hoover, Kling, McGinty, Odden, Solso and Zuraitis described below would not impair the independence for the following reasons:
 
  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 its subsidiaries matched employees’ contributions to

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  Indiana University in an amount of $19,075 over the three-year period beginning in 2003. In addition, a subsidiary donated $3,000 in 2003 to the Institute on Disability and Community at Indiana University in support of the Back Home Alliance. Between 2003 and 2005, the sum of $6,000 each year was donated to Project TEAM, an Indiana University School of Education honors enrichment program for future teachers of color, through the Irwin Financial Foundation. (The Irwin Financial Foundation is not a subsidiary of Irwin Financial Corporation; however, directors and officers of the Foundation, including Mr. Miller, are executive officers of Irwin Financial Corporation.) A subsidiary also donated $250 to Indiana University’s Center on Philanthropy Conference in 2005. 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-related entities. 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. Kling, the Board considered his former position as a director of The St. Paul Travelers Companies, Inc. (“St. Paul Travelers”) which ended effective May 3, 2005. During 2004 and 2005, Irwin Union Insurance (“IUI”), one of our indirect subsidiaries received gross agency commissions of $734 and $7,365, respectively, for placing insurance with St. Paul Travelers (the result of a merger between The St. Paul Companies and Travelers Property Casualty Corp. in 2004). In each of 2004 and 2005, Irwin Financial paid premiums of $110,845 to St. Paul Travelers to obtain enterprise-wide excess layer D&O insurance coverage for 2004, and IUI received an additional $4,157 in commissions for placing the excess layer policy in that year. The Board deemed Mr. Kling to be independent. The Board determined that the indirect relationship between Mr. Kling’s position as a director (now, former director) of St. Paul Travelers, and the commissions received from and premiums paid by Irwin entities to St. Paul Travelers, would not interfere with his independent service as a director of Irwin Financial.
 
  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 has donated $5,620 since 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 loan and a home equity line of credit to Mr. McGinty and his spouse at 6.00% interest in the aggregate amount of $222,000, of which $217,000 was outstanding as of December 31, 2005. The Board concluded that the donation would not materially affect Mr. McGinty’s judgment, 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. Odden, the Board considered that Irwin Financial made matching grants of $6,000 to The Taft School in each of the three-years from 2003-2005, where Mr. Odden served until June 2001 as Head Master. Mr. Miller has served as Trustee of The Taft School from 1978 and as the Chairman of Trustees from September 30, 2002 until January 27, 2006 when he retired from

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  his position as Trustee. The Board did not believe the amount of contribution or Mr. Miller’s service at the school would significantly affect Mr. Odden’s independent judgment, particularly since he has not been an employee or Trustee of the school since 2001.
 
  With respect to Mr. Solso, the Board considered that subsidiaries of Irwin Financial donated $108,582 to the Heritage Fund of Bartholomew County since 2003. Until September 30, 2005, Irwin Union Bank and Trust Company, a subsidiary of Irwin Financial, charged fees to manage funds of the Heritage Fund and returned a portion of the fees to assist with operating funds. Mr. Solso served on the Board of Directors of the Heritage Fund until January 1, 2006. In addition, Mr. Solso is a member of the Central Indiana Corporate Partnership (“CICP”). Irwin Financial paid $10,000 in membership fees in 2003, and $20,000 in membership fees in each of 2004 and 2005, to the CICP. Mr. Miller, our Chairman and CEO, is a director of the CICP and is also a director of Cummins Inc., where Mr. Solso is Chairman, Chief Executive Officer and a director. As disclosed in the section below entitled “Interest of Management in Certain Transactions,” we own a minority interest in an airplane in which Cummins owns the majority interest, and we pay fees to Cummins for use and maintenance of the plane. In addition, we have a timeshare agreement with Cummins for use of a substitute aircraft when the jointly owned aircraft is undergoing major maintenance.
 
  The Board determined that Mr. Solso is independent. The Board deemed the relationships with the Heritage Fund and the CICP as not material because the contributions represented a relatively small portion of the total revenues of each of these not-for-profit entities. The Board further determined that Mr. Miller’s service with the CICP and Cummins did not constitute a prohibited interlocking relationship with respect to Mr. Solso, and the Board deemed the arrangement in connection with the airplane to be reasonable and not likely to affect Mr. Solso’s judgment as an independent director.
 
  With respect to Ms. Zuraitis, the Board deemed her independent. The Board considered her former position as an Executive Vice President of The St. Paul Companies from 1998 through April of 2004, and as President/CEO of St. Paul’s Commercial Lines Division from 2002 through April of 2004. During Ms. Zuraitis’s tenure there, a subsidiary of Irwin Financial received commissions for insurance placed with The St. Paul Companies, and Irwin Financial purchased excess D&O insurance from The St. Paul Companies, but Ms. Zuraitis was not affiliated with Irwin Financial at that time. The Board does not consider her past relationship with The St. Paul Companies or St. Paul Travelers, or the commissions received from or premiums paid to the St. Paul Companies by Irwin, to be transactions in which Ms. Zuraitis had a material interest such as would affect her ability to perform independently the duties of director.

Director Meetings
 
  Our Board of Directors held five meetings during 2005.

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Standing Committees and Committee Membership
 
  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. We have appointed certain members of our Board to serve on various committees of our Board of Directors. Membership in those committees is reflected in the following chart:

                        Committee Memberships
                                     
     
        Audit and    
        Risk    
        Management   Compensation    
        Committee   Committee   Governance Committee   Executive Committee
     
    Sally A. Dean     X       X *             X  
    David W. Goodrich                             X  
    R. David Hoover     X                       X  
    William H. Kling             X               X  
    Brenda J. Lauderback     X       X               X  
    John C. McGinty     X *             X       X  
    William I. Miller                                
    Lance R. Odden                     X *     X *
    Theodore M. Solso                     X       X  
    Marita Zuraitis     X                       X  
     
  *  Indicates Committee Chair
Audit and Risk Management Committee
 
  The Audit and Risk Management Committee is composed of Mr. McGinty (Committee Chair), Ms. Dean, Mr. Hoover, Ms. Lauderback and Ms. Zuraitis. The Board of Directors has determined that each member of the Committee is “independent” for purposes of the NYSE listing standards, applicable to all independent directors and, as required by the Sarbanes-Oxley Act of 2002, to audit committee members specifically. Additionally, the Board of Directors has determined that each member of the Committee is financially literate as required by the NYSE listing standards, and that Mr. McGinty qualifies as an audit committee financial expert, as defined by the SEC, thereby also satisfying the financial or accounting management expertise requirement under the NYSE listing standards.
 
  The Audit and Risk Management Committee, which held twelve meetings in 2005, operates under a written charter adopted by the Board of Directors, a copy of which can be found on the Investor Relations (Corporate Governance) section of the Corporation’s website at www.irwinfinancial.com . (See also Appendix A to this proxy statement.) 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. ( See also the Report

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  of the Audit and Risk Management Committee on page 37 of this Proxy Statement and a discussion of Pre-approval for Services Rendered by Independent Auditors on page 40 of this Proxy Statement.)

Compensation Committee