IRWIN FINANCIAL CORPORATION
2003 Committee Charter : IFC
EXECUTIVE COMMITTEE CHARTER
The purpose of the Executive Committee of the Board of Directors (the "Board") of Irwin
Financial Corporation (the "Company") is to provide a formal framework within which the
independent directors of the Company can meet without management and discuss, in an open
and candid manner, policy and strategic matters related to the business and affairs of the
Company. The Executive Committee also exercises, on an as- needed basis, such powers of the
Board as may from time to time be specified by resolution of the Board.
The Committee consists of all of the Company's independent directors, as determined by the
Board in accordance with guidelines of the New York Stock Exchange and other applicable
Committee members may be removed or replaced by the Board from time to time in its
Committee Authority and Responsibilities
The Committee regularly meets, without management, at the conclusion of each regular meeting
of the Board to discuss policy and strategic matters related to the business and affairs of the
Company. The Committee may from time to time formulate, and recommend to the Board for
approval, general policies regarding the management of the business and affairs of the Company.
During the intervals between meetings of the Board, and subject to such limitations as may be
required by law or the Company's Articles of Incorporation or Code of By-Laws, the Committee
has and may exercise such powers of the Board in the management of the Company's business
and affairs as may from time to time be specified by resolution of the Board.
Notwithstanding the foregoing, the Committee has no power or authority to:
(1) authorize distributions;
(2) approve or propose to shareholders any action requiring shareholder approval;
(3) fill vacancies on the Board or its various committees;
(4) amend the Company's Articles of Incorporation;
(5) adopt, amend or repeal the Company's Code of By- laws;
(6) approve a plan of merger not requiring shareholder approval; or
(7) authorize or approve the issuance or sale of shares or determine the designation of
relative rights or preferences of a class or series of shares.
Furthermore, the Executive Committee generally does not exercise any power or authority that
has been expressly delegated to another committee of the Board.
The Executive Committee may form subcommittees and delegate authority to those
subcommittees, as and when appropriate.
Section 6.03 of the Company's Code of By-Laws, as amended from time to time, sets forth
procedures for the operation of the Committee.
The members of the Committee may consult, in their discretion and as necessary, with the
Chairman and the President in carrying out their responsibilities; provided that such consultation
complies with the Company's corporate governance guidelines, including without limitation the
requirement that the independent directors must meet at regularly scheduled executive sessions
The Chairman of the Executive Committee communicates any results of the Committee's
deliberations to management, if and when appropriate.
The Committee reviews and reassesses the adequacy of this Charter annually, taking into account
the purpose of the Committee and the corporate governance guidelines approved by the Board,
and recommends to the Board any proposed changes to this Charter for approval.
The Committee annually reviews its own performance. In connection with such review, the
Committee, after taking into account its purpose and responsibilities, makes an assessment of the
manner in which it has met such responsibilities (including the number of meetings held, an
overall review of matters considered and approved, and the number of meetings attended by each
Approved by the Governance Committee
September 30, 2002
Approved by the Board of Directors
December 17, 2002