52617--3/31/2009--IRWIN_FINANCIAL

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{condition, economic, financial}

{stock, price, share}

{loan, real, estate}

{competitive, industry, competition}

{capital, credit, financial}

{regulation, government, change}

{provision, law, control}

{personnel, key, retain}

{tax, income, asset}

{acquisition, growth, future}

{debt, indebtedness, cash}

{stock, price, operating}

The price of our common shares may fluctuate significantly, and this may make it difficult for shareholders to resell common shares they own at times or at prices they find attractive. There may be future sales or other dilution of our equity, which may adversely affect the market price of our common shares. The trading volume in the Corporation s common shares is less than that of other larger financial services companies. You may not receive dividends on the common shares. The issuance of additional series of our preferred shares could adversely affect holders of our common shares which may negatively impact shareholders investment. We have regulatory restrictions on our ability to receive dividends from bank subsidiaries. Current levels of market volatility are unprecedented. Our shareholder rights plan, provisions in our restated articles of incorporation, our by-laws, and Indiana law may delay or prevent an acquisition of us by a third party. Risks Related to the Capital and Credit Markets The current economic environment poses significant challenges for us and could adversely affect our financial condition and results of operations. Our inability to participate in the UST s CPP (or its equivalent) could have negative adverse effects on our share price, the rights offer and our future growth prospects. If we participate in the CPP or its equivalent your ownership interest and voting power will be diluted and other rights of shareholders could be adversely affected. We may need to raise additional capital in the future and such capital may not be available when needed or at all. Risks Related to Our Business We may be adversely affected by a general deterioration in economic conditions. We may be adversely affected by interest rate changes. Our operations may be adversely affected if we are unable to secure adequate funding; our use of wholesale funding sources exposes us to potential liquidity risk. If there were an acceleration of the recording of losses on our home equity portfolio from our current expectations, it could have a material adverse effect on our results of operations and capital position. We have credit risk inherent in our asset portfolios. We hold in our portfolio a significant number of construction, land and home equity loans, which may pose more credit risk than other types of mortgage loans. We may be required to repurchase mortgage loans that we previously sold because of breaches of representation and warrants we made when selling the loans. Certain of our consumer mortgage products were not sold by many financial institutions. We rely heavily on our management team and key personnel, and the unexpected loss of key managers and personnel, or significant changes in senior management, may affect our operations adversely. Ownership of our common shares is concentrated in persons affiliated with us. Our future success depends on our ability to compete effectively in a highly competitive financial services industry. We have entered into written agreements with our regulators and our business is affected by the highly regulated environment in which we operate. A deterioration in our regulatory capital position could adversely affect us. Our bank regulators are monitoring closely our liquidity, capital adequacy and ability to continue to operate in a safe and sound manner. Our strategic restructuring will decrease the diversification of our business and significantly increase our reliance on the performance of our commercial banking and franchise finance segments. If these segments do not perform as we anticipate, the decrease in diversification could have a material adverse effect on our results of operations.

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52617--3/31/2009--IRWIN_FINANCIAL_CORP