IRWIN FINANCIAL CORPORATION, DEF 14A, 1995-04-03

IRWIN FINANCIAL CORPORATION
DEF 14A, 1995-04-03
STATE COMMERCIAL BANKS

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<PAGE> 1

SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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 / /

Check the appropriate box:

/ / Preliminary proxy statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))

/X/ Definitive proxy statement

/ / Definitive additional materials

/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 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)

Payment of filing fee (Check the appropriate box):

/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

- - --------------------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

- - --------------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):

- - --------------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

- - --------------------------------------------------------------------------------

(5) Total fee paid:

- - --------------------------------------------------------------------------------

/ / Fee paid previously with preliminary materials.

- - --------------------------------------------------------------------------------

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.

(1) Amount previously paid:

- - --------------------------------------------------------------------------------

(2) Form, schedule or registration statement no.:

- - --------------------------------------------------------------------------------

(3) Filing party:

- - --------------------------------------------------------------------------------

(4) Date filed:

- - --------------------------------------------------------------------------------
<PAGE> 2

Irwin Financial Corporation 500 Washington Street, Columbus, Indiana 47201
- - --------------------------------------------------------------------------------
April 4, 1995

Notice of Annual Meeting of Shareholders
- - --------------------------------------------------------------------------------
To the Shareholders:
The Annual Meeting of Shareholders of Irwin Financial
Corporation (the "Corporation") will be held at the main
offices of the Corporation, 500 Washington Street, Columbus,
Indiana, on Tuesday, May 9, 1995 at 4:00 p.m., Columbus time,
for the following purposes:

1. to elect a Board of Directors to serve for the ensuing year;

2. to act upon the confirmation of independent auditors for the
calendar year 1995;

3. to hear such reports as may be presented; and

4. 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 urge you to date, sign, and mail the enclosed proxy promptly
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.

A copy of the Corporation's Annual Report to Shareholders for
1994 is enclosed and a Proxy Statement accompanies this
notice.

By Order of the Board of Directors
MATTHEW F. SOUZA, Secretary
<PAGE> 3

Proxy Statement of Irwin Financial Corporation
- - --------------------------------------------------------------------------------
For Annual Meeting of Shareholders to be held May 9, 1995

General Information
- - --------------------------------------------------------------------------------

This proxy statement and the accompanying form of proxy is
furnished in connection with the solicitation by the Board of
Directors of Irwin Financial Corporation (the "Corporation")
of proxies to be used at the Annual Meeting of Shareholders on
Tuesday, May 9, 1995, at the main offices of the Corporation,
Columbus, Indiana, at 4:00 p.m., Columbus time, or any
adjournment thereof.

The costs of the solicitation of proxies in the accompanying
form will be borne by the Corporation. 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 the Secretary of the
Corporation. 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.

The main offices of the Corporation are located at 500
Washington Street, Columbus, Indiana 47201.

This proxy statement will be mailed to shareholders on or
about April 4, 1995.

1.
<PAGE> 4

Voting Securities and Principal Holders
- - --------------------------------------------------------------------------------

Only shareholders of record at the close of business on March
21, 1995, will be entitled to vote. On March 21, 1995, there
were 5,619,689 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 March 21, 1995, for
persons known by management to beneficially own more than 5%
of the common shares of the Corporation. All of the shares
listed are beneficially owned through voting and investment
power held solely by the reported owner, except as otherwise
indicated.
- - --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Title of Amount and Nature of
Class Name and Address Beneficial Ownership % of Class
<S> <C> <C> <C>
--------------------------------------------------------------------------------
Common Clementine Tangeman 1,290,1481 22.96%
Shares 301 Washington Street
Columbus, Indiana

Common Irwin Miller 1,318,3921,2 23.46%
Shares 301 Washington Street
Columbus, Indiana

Common William I. Miller 2,652,8941,3 47.21%
Shares 500 Washington Street
Columbus, Indiana
--------------------------------------------------------------------------------
</TABLE>

1. Certain shares owned by Mrs. Clementine Tangeman (1,290,148
shares) and Mr. Irwin Miller (1,290,136 shares) are subject to
an irrevocable proxy to vote such shares held by Mr. William
I. Miller. Mr. William I. Miller holds a right to acquire
these same 2,580,284 shares, pursuant to options purchased by
Mr. Miller from Mrs. Tangeman and Mr. Irwin Miller, within 60
days but subject to certain contingencies.

2. Includes 26,000 shares owned by Mr. Irwin Miller's wife,
Xenia S. Miller, as to which Mr. Miller holds no voting or
investment power and for which Mr. Miller expressly disclaims
any beneficial interest and 744 shares held for the account of
Mr. Irwin Miller under the Corporation's Outside Director
Restricted Stock Compensation Plan as to which Mr. Miller
holds sole voting power but no investment power. See "Outside
Director Restricted Stock Compensation Plan."

3. See Footnote 1 above. Includes 21,850 shares which Mr. Miller
has the right to acquire within 60 days of the record date
through the exercise of stock options.

2.
<PAGE> 5

Security Ownership
of Management: The following information is given as of March 21, 1995 for the
nominees for director as well as for the executive officers
named in the Summary Compensation Table and for the nominees
for director and all executive officers of the Corporation as a
group.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
Amount and Nature of
Title of Name of Beneficial
Class Beneficial Owner Ownership(4) % of Class
--------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Shares Sally A. Dean(3) 1,110 .02%
Common Shares David W. Goodrich(3) 4,858 .09%
Common Shares John T. Hackett(3) 6,172 .11%
Common Shares William H. Kling(3) 500 .01%
Common Shares John C. McGinty, Jr.(3) 2,330 .04%
Common Shares Irwin Miller(3) 1,318,392(1) 23.46%
Common Shares Lance R. Odden(3) 1,168 .02%
Common Shares James T. Sakai(3) 3,753 .07%
Common Shares Theodore M. Solso(3) 3,176 .06%
Common Shares William I. Miller(3) 2,652,894(2) 47.21%
Common Shares John A. Nash(3) 204,475 3.64%
Common Shares Michael F. Ryan 67,875 1.21%
Common Shares Thomas D. Washburn 49,203 .88%
Common Shares David C. Fulton 6,779 .12%
Common Shares Director Nominees and
Executive Officers as
a Group (20 persons) 3,062,626 54.50%
--------------------------------------------------------------------------------
</TABLE>

1. See Footnotes 1 and 2 under "Voting Securities and Principal
Holders."

2. See Footnotes 1 and 3 under "Voting Securities and Principal
Holders."

3. Director nominee.

4. For director nominees, Dean (110 shares), Goodrich (760
shares), Hackett (760 shares), McGinty, Jr. (760 shares),
Irwin Miller (744 shares), Odden (760 shares), Sakai (760
shares), and Solso (176 shares) includes shares as to which
the director nominee holds sole voting power but no
investment power under the Corporation's Outside Director
Restricted Stock Compensation Plan.

5. Includes shares which the following director nominees and
executive officers have the right to acquire within 60 days
of the record date through the exercise of stock options:
William Miller (21,850 shares), Nash (108,800 shares),
Ryan (12,313 shares), Washburn (36,687 shares) Fulton (3,150
shares) and other executive officers (15,373 shares). Also
includes an aggregate of 4,830 shares held for the accounts
of eight director nominees as to which the director nominees
hold sole voting power, but limited or no investment power.
See "Outside Director Restricted Stock Compensation Plan" and
Footnote 4 above.

3.
<PAGE> 6

1. Election of Directors
- - --------------------------------------------------------------------------------

Eleven directors are to be elected to the Corporation's Board
of Directors at the Annual Meeting. Proxies granted for use at
the Annual Meeting cannot be voted for more than eleven
nominees.

Directors are elected annually to hold office until the next
Annual Meeting of Shareholders and until their successors are
elected and have qualified. The persons named as Proxies 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 the nominees named in the
following table. Management has no reason to believe that any
nominee named herein will be unable to serve. However, should
any nominee for director become unavailable for election, and
unless the Board of Directors or the Executive Committee shall
reduce the size of the Board to a number that shall be 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.

The following table sets forth, as of March 21, 1995: (a) the
name, age, year in which the nominee was first elected as a
director of the Corporation or of Irwin Union Bank and Trust
Company, and principal occupation for the past five years of
each nominee for election as a director; (b) the percentage of
the total number of meetings of the Board of Directors of the
Corporation and meetings of committees of the Board of
Directors of the Corporation of which the director is a member
attended by each director during 1994; and (c) all other
directorships held by each nominee in other corporations
subject to the reporting requirements of the Securities
Exchange Act of 1934 and in any investment company. There are
no family relationships among any of the director nominees or
executive officers, except that William I. Miller is the son
of Irwin Miller.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------
<S> <C> <C>
Name, Age, Directorships
Year of Appointment, % of 1994 in Other Public
and Meetings Corporations and
Principal Occupation Attended Other Positions
------------------------------------------------------------------------------
Sally A. Dean, 46, 1995 N/A President of the Board of
Consultant; Senior Advisor, Trustees, Randolph Macon
Dillon, Read & Co. (investment Woman's College; Trustee,
bank), 1991-1992; Senior Vice Paideia School
President, Dillon, Read & Co.,
1986-1990
------------------------------------------------------------------------------
David W. Goodrich, 47, 1986 89% Chairman of Methodist
Executive Vice President and Hospital of Indiana; Board
Treasurer, F.C. Tucker Company, Member of Citizens Gas and
Inc. (realty company) Coke Utility; American
United Life Insurance
Company
------------------------------------------------------------------------------
</TABLE>

4.
<PAGE> 7

<TABLE>
<CAPTION>
------------------------------------------------------------------------------
Name, Age, Directorships
Year of Appointment, % of 1994 in Other Public
and Meetings Corporations and
Principal Occupation Attended Other Positions
------------------------------------------------------------------------------
<S> <C> <C>
*John T. Hackett, 62, 1981 60% Board Member of Meridian
Managing General Partner, CID Insurance Group, Inc.;
Equity Partners, L.P. (a private Wabash National Corp.;
equity investment partnership); Ball Corporation
Vice President--Finance and
Administration, Indiana
University, 1989 to 1991
------------------------------------------------------------------------------
William H. Kling, 52, 1992 100% Board Member of The St.
President, Minnesota Public Radio Paul Companies; The Wenger
1966 to present (regional network Corporation; Continental
of 28 public radio stations) Cablevision of St. Paul;
President, Greenspring Company several Funds of the
1987 to present (diversified Capital Group American
media, direct marketing and mail Funds
order company)
------------------------------------------------------------------------------
*John C. McGinty, Jr. 44, 1991 100%
President, Southeastern Indiana
Health Management, Inc. (health
care management company);
President, Columbus Regional
Hospital
------------------------------------------------------------------------------
Irwin Miller, 85, 1939(1) 43% Board Member of Cummins
Former Chairman of Cummins Engine Engine Company, Inc.;
Company, Inc. (manufacturer of Member of the Business
diesel engines) Council; The American
Academy of Arts and
Sciences; American
Philosophical Society
------------------------------------------------------------------------------
*William I. Miller, 38, 1985 100% Board Member of Cummins
Chairman of the Corporation; Engine Company, Inc.; The
1984-90 President, Irwin Tennant Company; New
Management Company, Inc. Perspective Fund, Inc.;
(private management company) Board Chairman of Public
Radio International;
Trustee of EuroPacific
Growth Fund; Taft School
------------------------------------------------------------------------------
*John A. Nash, 57, 1972 100%
Chairman of the Executive
Committee and President of the
Corporation
------------------------------------------------------------------------------
Lance R. Odden, 55, 1991 100%
President, Taft School (private
educational institution),
Headmaster since 1972
------------------------------------------------------------------------------
</TABLE>

5.
<PAGE> 8

* Member of the Executive Committee

1. Includes service as a director of Irwin Union Bank and Trust
Company prior to the formation of the Corporation in 1972.

There are no material proceedings to which any director,
executive officer or affiliate of the Corporation, any owner
of record or beneficial owner of more than five percent of any
class of voting securities of the Corporation, or any
associate of any such director, executive officer, affiliate
or security holder is a party adverse to the Corporation or
any of its subsidiaries or has a material interest adverse to
the Corporation or any of its subsidiaries.

Compliance with
Section 16(a) of the
Securities Exchange
Act of 1934 Section 16(a) of the Securities Exchange Act of 1934 requires
the Corporation's directors and executive officers, and
persons who own more than ten percent of a registered class of
the Corporation's equity securities, to file with the
Securities and Exchange Commission initial reports of
ownership and reports of changes in ownership of common shares
and other equity securities of the Corporation. Executive
officers, directors and greater than ten percent shareholders
are required by SEC regulation to furnish the Corporation with
copies of all Section 16(a) forms they file.

To the Corporation's knowledge, based solely on a review of
the copies of such reports furnished to the Corporation and
written representations that no other reports were required,
all Section 16(a) filing requirements applicable to its
executive officers, directors and greater than ten percent
shareholders were met with the exception of a gift by Mr.
Thomas D. Washburn, Senior Vice President, of 60 shares to a
bona fide charity in December, 1994 which was inadvertently
reported as a gift of 50 shares. When this oversight was
discovered, Mr. Washburn immediately amended the gift
transaction report.

6.
<PAGE> 9

Director Meetings and Committees
- - --------------------------------------------------------------------------------

The Board of Directors of the Corporation held five regular
meetings in 1994.

The Corporation's Audit Committee has primary responsibility
for the discharge of the following functions: recommendation
of the firm to be employed as the Corporation's independent
auditors; consultation with the independent auditors with
regard to the plan of audit; review, in consultation with the
independent auditors, of the report of audit, or proposed
report of audit, and the accompanying management letter, if
any; review and direction of the work performed by the
internal audit department of the Corporation; review of
regulatory examination reports received by the Corporation and
its subsidiaries; and consultation with the independent and
internal auditors with regard to the adequacy of internal
controls. In 1994, the Audit Committee was composed of
directors Sakai, Hackett, and McGinty, Jr. The Committee held
four meetings during 1994.

The Corporation's Compensation Committee reviews and considers
recommendations from management concerning the executive
compensation policies, employee benefit plans and salary
administration program of the Corporation, which includes an
annual review of the total compensation and recommended
adjustments for all officers of the Corporation and its
subsidiaries. The Committee administers the Management
Performance Plan and the Long-Term Performance Plan. The
Committee also administers existing stock option and employee
savings plans. The deliberations of the Committee are reported
to the Board of Directors for review and approval. In 1994,
the members of the Committee were directors Goodrich, Kling
and Sakai. The Compensation Committee held two meetings in
1994.

The Corporation's Nominating Committee makes recommendations
to the Board of Directors regarding general qualifications for
nominees as directors, desired areas of community and business
representation, size of the Board of Directors, director
compensation, and the retirement policy for directors. On the
basis of these general determinations, the Committee
recommends qualified individuals to serve as directors.
Shareholder recommendations for nominees will be accepted by
the Committee; however, no formal procedures have been
developed to consider such recommendations. In 1994, the
members of the Nominating Committee were directors Irwin
Miller, Goodrich, McGinty Jr., W. Miller, Nash and Odden. The
Nominating Committee held two meetings in 1994.

Outside Director
Restricted Stock
Compensation The Outside Director Restricted Stock Compensation Plan covers
Plan: only outside non-employee directors of the Corporation and its
subsidiaries. Under the outside directors' fee schedule,
effective January 1, 1995, each outside director of the
Corporation may earn a retainer of $8,000 for one year's
service. The retainer is payable in cash or in common shares
issued pursuant to the Plan. The Plan permits the grant of up
to 135,000 common shares over a ten-year period. The Plan
allows an outside director to elect to receive an annual
retainer in cash or in common shares with a market value
equivalent to the cash retainer. Grants under the Plan may be
for one or more years of future service and in such cases, the
common shares granted under the Plan are forfeitable until
vested in accordance with the Plan.

The Plan is administered by a Committee, appointed by the
Board of Directors, the members of which are not eligible to
participate in the Plan. Directors may elect

7.
<PAGE> 10

vesting of common shares issued pursuant to multiple-year
grants in equal amounts at the end of each year covered by the
grant or they may defer vesting until the end of the grant
period. Common share certificates issued by the Plan Committee
are held by the Corporation for at least two years prior to
their delivery to participants. Upon cessation of a
participant's service as an outside director for any reason
other than ordinary retirement, permanent disability or death,
non vested common shares will revert to the Corporation.
Directors have voting and dividend rights with respect to
granted shares commencing on the date of grant, but may not
sell, pledge or otherwise transfer or encumber any such shares
until they are vested or the director receives certificates
representing such shares from the Corporation, whichever is
later.

During 1994, director nominees Goodrich, Hackett, McGinty,
Jr., Irwin Miller, Odden, Sakai, and Solso participated in the
Plan. A three-year grant was made to each director participant
in 1992 pursuant to the Plan. At present, a total of 4,830
common shares are registered in the names of the participating
director nominees. Other grants made under the Plan since its
inception in 1989 total 24,042 common shares.

Directors' Fees: In addition to the annual retainer described above, each
outside director of the Corporation received in 1994, $500 for
attendance at each meeting of the Board of Directors of the
Corporation or each subsidiary Board meeting and $250 for
attendance at each meeting of a committee of the Board of
Directors and each meeting of a committee of the Board of
Directors of a subsidiary company.

No other fees are paid to directors for services rendered in
that capacity. Directors who are officers of the Corporation
or any of its subsidiaries do not receive any directors' fees.

8.
<PAGE> 11

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 the Corporation and
its subsidiaries, to or on behalf of the Corporation's
Chairman (the Corporation does not formally use the title of
Chief Executive Officer) and each of the four other most
highly compensated executive officers of the Corporation for
the fiscal years ended December 31, 1992, 1993 and 1994:

SUMMARY COMPENSATION TABLE
- - --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Annual Compensation(1,4) Long-Term All Other
Compensation Compensation(7)
Awards
--------------------------------------------------------------------------------------
Name & Principal Position Year Salary(2) Bonus(3) Option/SAR(#)
(a) (b) (c) (d) (g) (i)
--------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
William I. Miller 1994 $260,000 $266,328 16,600 $ 37,080(5,6)
Chairman 1993 $235,833 $244,620 14,400 $ 29,953
1992 $221,667 $233,531 14,000 $ 21,416
--------------------------------------------------------------------------------------
John A. Nash 1994 $240,000 $214,816 11,800 $118,950(5,6)
President 1993 $225,833 $208,380 12,800 $ 45,941
1992 $215,833 $201,377 14,000 $ 44,504
--------------------------------------------------------------------------------------
David C. Fulton 1994 $185,000 $193,506 0 $ 12,2096
President-Inland 1993 $170,000 $253,638 0 $ 17,5636
Mortgage Corporation 1992 $153,750 $237,945 0 $ 24,226
--------------------------------------------------------------------------------------
Michael F. Ryan 1994 $170,414 $112,251 7,350 $ 18,621(5,6)
President-Irwin Union 1993 $166,335 $ 84,907 7,600 $ 14,443
Bank and Trust Company 1992 $145,667 $113,750 8,400 $ 7,918
--------------------------------------------------------------------------------------
Thomas D. Washburn 1994 $140,333 $109,710 5,350 $ 3,600(6)
Senior Vice President and 1993 $130,833 $107,021 5,200 $ 1,200
Chief Financial Officer 1992 $122,083 $ 89,419 5,000 $ 2,331
--------------------------------------------------------------------------------------
</TABLE>

1. Amounts other than salary are reported on an accrual basis.

2. Includes amounts directed by the executive officer to be
contributed on a pre-tax basis to Corporation savings plans.

3. Includes short-term bonus and profit sharing payments from
the Corporation and certain subsidiaries.

4. With respect to each individual named in the Summary
Compensation Table there were no perquisites or other personal
benefits, securities or property which, in the aggregate,
exceeded either $50,000 or 10% of the total of such
individual's annual salary and bonus.

5. Includes accruals made under a Supplemental Retirement
Benefit Plan. See "Supplemental Retirement Benefit Plan." (See
Note 7.)

6. Includes contributions by the Corporation or certain
subsidiaries to qualified savings plans. (See Note 7.)

7. Detailed information relevant to the "All Other Compensation"
column in the Summary Compensation Table above is as follows:

9.
<PAGE> 12

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------
Qualified Corporate Life
Name SERP Savings Plan Insurance
-------------------------------------------------------------------------------------
1994 1994 1994
-------------------------------------------------------------------------------------
<S> <C> <C> <C>
William I. Miller $ 33,480 $3,600 0
John A. Nash $115,350 $3,600 0
Michael F. Ryan $ 15,021 $3,600 0
Thomas D. Washburn 0 $3,600 0
David C. Fulton 0 $5,080 $7,129
-------------------------------------------------------------------------------------
</TABLE>

Stock Options and Stock Appreciation Rights
- - --------------------------------------------------------------------------------
The following table contains information concerning the grant
of stock options and tandem limited stock appreciation rights
("SARs") under the Corporation's 1992 Stock Option Plan to the
named executive officers:

OPTION/SAR GRANTS IN LAST FISCAL YEAR
--------------------------------------------------------------

<TABLE>
<CAPTION>
Percent of
Total Alternative to (f)
Options/SARs and (g):
Granted to Exercise Grant Date Value
Options/ Employees or Base ---------------
SARs in Fiscal Price Expiration Grant Date
Name Granted(1)(#) Year ($/SH) Date Present Value(2)
(a) (b) (c) (d) (e) (h)
------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
William I. Miller 16,600 13% $22.75 4/6/04 $ 178,450
John A. Nash 11,800 9% $22.75 4/6/04 $ 126,850
Michael F. Ryan 7,350 6% $22.75 4/6/04 $ 79,013
Thomas D. Washburn 5,350 4% $22.75 4/6/04 $ 57,513
David C. Fulton 0 0 n/a n/a 0
</TABLE>

- - --------------------------------------------------------------------------------

1. All grants are subject to a vesting schedule where 25% of
each grant is vested on the date of the grant and 25% of each
grant vests on the anniversary date of each grant in each of
the three years following the grant.

2. Total option values shown in Column (h) were derived using
the Binomial option pricing model. Assumptions used in the
valuation included an expected volatility factor of 0.30, an
expected future dividend yield of 0.015, and a risk-free rate
of return of 0.0728. The Binomial model suggests a valuation
of $10.75 per share under these assumptions. The Black-Scholes
option pricing model would suggest a valuation of $10.60 per
share under these same assumptions. The use of a single value
as shown in the table above implies a precision to stock
option valuation which the Corporation does not believe exists
and which therefore may cause the above table to be
misleading. Accordingly, there is no assurance that the value
realized on the options, if any, will be at or near the value
estimated by the Binomial option pricing model. Future
compensation resulting from option grants is based solely upon
the performance of the Corporation's stock price.

10.
<PAGE> 13

Option/SAR Exercises and Holdings
- - --------------------------------------------------------------------------------
The following table provides information, with respect to the
named executive officers, concerning the exercise of options
and/or SARs during the last fiscal year and unexercised
options and SARs held as of the end of the fiscal year:

AGGREGATED OPTIONS/SARs EXERCISED IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
SHARES
ACQUIRED NUMBER OF UNEXERCISED
ON OPTIONS/SARS AT FISCAL VALUE OF UNEXERCISED
EXERCISE VALUE YEAR-END IN-THE-MONEY OPTIONS/SARS
NAME (#) REALIZED (#) AT FISCAL YEAR-END(1)
--------------------------------------------------------------------------------------------------------
(A) (B) (C) (D) (E)
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
--------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
William I. Miller n/a n/a 21,850 23,150 $ 206,734 $135,354
John A. Nash n/a n/a 108,800 18,750 $ 2,108,787 $117,258
Michael F. Ryan n/a n/a 12,313 11,413 $ 511,378 $ 70,982
Thomas D. Washburn 2,025 $44,118 36,687 7,863 $ 717,710 $ 46,739
David C. Fulton n/a n/a 3,150 0 $ 70,277 $ 0
--------------------------------------------------------------------------------------------------------
</TABLE>

1. The 1994 year-end stock price was $26.75 per share.

Long-Term Incentive Plans
- - --------------------------------------------------------------------------------
The following table provides information concerning an award
made during the last fiscal year to the named executive
officer under the Inland Mortgage Corporation Long-Term
Incentive Plan. The award represents an accrued liability by
Inland Mortgage Corporation for the benefit of the named
executive officer. Amounts payable are determined by measuring
annual growth in stockholders' equity and mortgage loan
servicing portfolio value at Inland Mortgage. Potential awards
are calculated as three percent of such growth in years in
which return on equity of Inland Mortgage exceeds ten percent.
Awards are subject to a vesting schedule that is tied to years
of employment and participation in the Plan. No amounts have
been paid or distributed under the Plan to date. Distribution
and vesting of benefits under the Plan are subject to certain
future events.

LONG-TERM INCENTIVE PLANS AWARDS IN LAST FISCAL YEAR
--------------------------------------------------------------

<TABLE>
<CAPTION>
Number of
Shares, Performance or
Units or Other Period Until Estimated Future Payouts
Other Maturation or Under Non-Stock Price-Based
Name Rights Payout Plans ($ or #)
(a) (b) (c) (d)
-----------------------------------------------------------------------------------------
<S> <C> <C> <C>
David C. Fulton $ 560,628 Payable upon Retirement $ 560,628
-----------------------------------------------------------------------------------------
</TABLE>

11.
<PAGE> 14

PENSION PLAN TABLE
--------------------------------------------------------------

<TABLE>
<CAPTION>
Years of Service
-------------------------------------------------------------------------------
Remuneration 15 20 25 30 35
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$ 50,000........................... 12,300 16,300 20,400 21,300 22,100
75,000........................... 19,600 26,100 32,600 34,300 35,900
100,000........................... 26,900 35,800 44,800 47,300 49,700
125,000........................... 34,200 45,600 57,000 60,300 63,500
150,000........................... 41,500 55,300 69,200 73,300 77,300
175,000........................... 41,500 55,300 69,200 73,300 77,300
200,000........................... 41,500 55,300 69,200 73,300 77,300
236,000........................... 41,500 55,300 69,200 73,300 77,300
-------------------------------------------------------------------------------
</TABLE>

Pension Plan: A non-contributory qualified defined benefit Employees'
Pension Plan is maintained by the Corporation and certain of
its subsidiaries. The Plan provides principally for retirement
benefits to substantially all of the officers and employees of
these companies. Under the provisions of the Plan,
participating companies will contribute assets sufficient to
pay all benefits to Plan participants. Contributions to the
Plan are actuarially determined to fund the Plan's current
service cost on a current basis and to fund initial past
service costs over a period of 30 years. Employees who have
completed one year of service (1,000 hours worked during a
12-month period) are eligible for participation. Benefits vest
after five years credited service. In addition to benefits
paid to retiring employees, death and deferred termination
benefits are available to employees who meet certain
conditions under the Plan.

The table above shows the estimated annual benefits payable,
based on the assumptions indicated, under the Plan as in
effect on December 31, 1994. At normal retirement, the Plan
provides a monthly benefit equal to 1.3% of average monthly
compensation times benefit service not in excess of 25 years,
plus .65% of average monthly compensation in excess of Social
Security covered compensation times benefit service not in
excess of 35 years. Basic wages considered for the Plan are
for the five consecutive Plan years of highest compensation,
and include basic compensation, commissions and payments from
short-term bonus plans. The table above does not reflect
reductions resulting from the receipt of Social Security
benefits.

The current years of service at December 31, 1994, for the
individuals named in the compensation tables above, are as
follows: Mr. Nash (28), Mr. Ryan (18), Mr. Washburn (18) and
Mr. Miller (4). Mr. Fulton is not covered by the Plan.

Supplemental Retirement Benefit Plan
- - --------------------------------------------------------------------------------
On May 19, 1992, the Board of Directors approved the
Compensation Committee's recommendation to provide a
supplemental executive retirement benefit to
William I. Miller and Michael F. Ryan. A similar Plan was
approved prior to 1992 for John A. Nash. The Plan provides
Messrs. Miller & Ryan with an amount of company-provided
benefits not provided under the Pension Plan because of the
limitations imposed by Sections 415 and 401(a)(17) of the
Internal Revenue Code of 1986, as amended. Criteria used to
determine amounts payable under the supplemental Plan are the
same as those used by the Pension Plan; that is, service with
the Corporation, age at retirement and earnings. Benefits are
measured in the

12.
<PAGE> 15

same manner as under the Pension Plan, using credited service
with the Corporation. Method of payment of the supplemental
benefit is a monthly annuity payable for life, with a
guarantee of 180 payments.

Compensation Committee Interlocks and Insider Participation
- - --------------------------------------------------------------------------------
Members of the Compensation Committee of the Corporation's
Board of Directors during 1994 were outside directors
Goodrich, Kling, and Sakai. No Committee member was, during
1994, an officer or employee of the Corporation or any of its
subsidiaries.

Board Compensation Committee Report On Executive Compensation
- - --------------------------------------------------------------------------------
Executive compensation is reviewed and approved annually by
the Compensation Committee of the Board of Directors. Each
member of the Compensation Committee is a non-employee
Director. Members of the Committee are Mr. David W. Goodrich,
Mr. William H. Kling, and Mr. James T. Sakai. Set forth below
is a report submitted by Messrs. Goodrich, Kling and Sakai in
their capacity as the Board's Compensation Committee
addressing the Corporation's compensation policies for 1994.
The Corporation does not formally use the title "Chief
Executive Officer". The principal executive officer of the
Corporation is the Chairman, Mr. William I. Miller.

I. Compensation Policy for Executive Officers

-------------------------------------------------------------------------
The Compensation Committee believes that compensation plans
make up only one element in the overall management system of
the Corporation. Furthermore, appropriate compensation
policies are a necessary, but not sufficient, condition for
achieving the Corporation's goals. A good compensation system
will not guarantee that we achieve our goals, but a poor
system can result in those goals not being achieved.

This interdependence requires that the Corporation's
compensation system grow out of and be consistent with our
corporate philosophies and strategy. Accordingly, the kind of
company we want the Corporation to be, the strategic direction
we are pursuing, and the kinds of people needed to bring that
vision to life are the starting points for developing our
philosophy and system of compensation.

The Corporation's executive compensation system focuses on the
total compensation package of the Corporation's top
executives. The Corporation's objective is to correlate total
compensation with company performance so that median
performance relative to similar companies in its industry will
produce median total compensation for individuals relative to
comparable positions in peer companies; inferior performance
will produce below median compensation; and superior
performance will produce above median compensation.

This approach requires that the Corporation start by defining
the appropriate peer group, both for individual positions and
the Corporation as a whole. For individual positions, this
decision is based on the relative level and scope of
responsibilities inherent in the position, and the talent and
skills required for success. The traditional measure for the
scope of responsibilities in commercial banks and bank holding

13.
<PAGE> 16

companies is asset size. Mortgage banking companies generally
look at both loan closing volume and loan servicing size. The
Corporation's strategy is to enhance capital productivity,
which is defined as generating proportionately larger streams
of revenues and profits from a given capital and asset base.
Accordingly, asset growth in itself is not one of the
strategic objectives of the Corporation and the Corporation's
success at pursuing its strategy is not best defined by asset
size. As a result, in calibrating the scope of responsibility
of a given position, the Corporation looks at comparable
positions in other companies in multiple asset size groups as
well as peer companies defined by other measures (such as
total market capitalization or revenues) when they are
available.

Performance comparisons are generally made from the
shareholder's perspective. That is, groups of companies are
selected that may be seen as alternative investments by
current and prospective investors. Even so, the Corporation's
most direct competitors for executive talent are not
necessarily all of the companies that would be included in a
peer group selected to compare shareholder returns. Thus,
although there may be some overlap, the surveys selected for
compensation review purposes do not contain information on the
same companies as those found in the peer group indices in the
Comparison of Five-Year Cumulative Total Return graph included
in this proxy statement.

All of the Corporation's operating companies (including the
Corporation as a separate entity) use multiple sources of both
compensation and performance data. This is because experience
has shown that results can vary greatly from one survey to the
next. In the case of compensation market data, the
Compensation Committee is provided with multiple sources of
data on each executive position reviewed. When available, the
information is in the form of 25th percentile, median, and
75th percentile compensation. Four different market
compensation comparisons were considered for the Chairman in
1994.

Historically, total compensation has been defined in surveys
to include only base salary and the annual bonus. As reliable
information on the present value of long-term grants becomes
more available, it will be used as additional support for
compensation decisions.

The percent of total compensation that is variable increases
with the executive's position with the Corporation. This is
consistent both with the individual's influence on results and
his/her economic capacity to tolerate volatility in
compensation levels.

In addition to information on the market level of
compensation, members of the Committee review a summary of
individual performance over the past year including key
accomplishments, strengths, and weaknesses. They also may
consider their own subjective assessments of an executive's
performance and relative contribution to the organization.

14.
<PAGE> 17

II. The Elements of Executive Compensation and Corporate Performance
- - --------------------------------------------------------------------------------

A. Base Salary

Turning to a review of each of the elements of the total
compensation package, base salary is important in achieving
one of the Corporation's compensation goals which is
attracting and retaining qualified executives. Base salary is
generally targeted to be at the median of similar positions in
the industry. Exceptions may exist when a higher level of base
salary would be required to attract or retain a uniquely
qualified executive officer. In order to maintain the target
position, annual increases are approximately equal to the
median increases in the respective industries in which our
operating companies compete unless the growth of the company
warrants comparison with a larger peer group with that
industry. The total base salary paid to the Chairman in 1994
was $260,000, up 10.2% from 1993.

B. Annual Short-Term Bonus

The annual bonus is the component that provides a current cash
compensation reward for above median current performance. Each
executive officer participating in the annual bonus plan has a
payment target expressed as a percentage of base salary. The
Corporation believes that, when combined with properly
selected performance targets, this rewards managers for making
investments in future performance, valuing consistency, and
managing risk.

Operating company heads receive part of their target annual
bonus based upon the performance of their company, and part
based upon consolidated performance of the Corporation. In
this way, they have a financial incentive to achieve potential
synergies between operating companies.

We believe that the best performance targets are those which
are objectively and consistently measured, as well as easily
understood by participants. Most of the bonus plans of the
Corporation and its operating companies include return on
equity as the key performance measure. Specific performance
targets for each year are approved by the board of directors
of each operating company and of the Corporation and are based
upon a variety of factors including historical and expected
industry performance, the estimated required rate of return by
investors, and the prior year's budgeted and actual
performance.

Payments under the annual bonus plans vary with company
performance. The formulas used to calculate payouts are based
on changes in proportion with performance between three
defined points: a threshold, the target, and two-times target.
Included below is an illustrative diagram showing the general
structure of our annual bonus plan payout formulas. It does
not represent the actual formula for any specific plan.

15.
<PAGE> 18

Example Annual Bonus Payout Formula

[CRC To Come]

There is no payout until a minimum threshold of performance,
usually greater than half the target level, is achieved.
Payments increase proportionately until they reach target
payout at target performance. Performance above target
increases payments proportionately until they reach twice the
target level. This point is chosen with the intent of aligning
total relative compensation with relative performance. For
example, if the performance required to produce twice the
target level of bonus were set at approximately the 90th
percentile of industry performance, base salary plus twice the
target level of bonus produces total compensation no higher
than the 90th percentile for the industry. Plan payments are
not capped, but the rate of increased payment slows
considerably at performance levels above the level required
for twice the target amount.

C. Long-Term Incentives

Long-term incentive plans are provided to supplement the
incentive provided by annual bonus plans for building the
value of the Corporation over the long term. Operating company
heads may receive the majority of their long-term compensation
based upon growth in the value of their subsidiary operating
company. Certain holding company executive officers and some
operating company executive officers are provided with
long-term incentive compensation through grants of non-
qualified stock options. Existing stock option plans of the
Corporation include the ability to grant stock appreciation
rights in addition to options.

16.
<PAGE> 19

III. Formulation of the Chairman's Compensation

-------------------------------------------------------------------------

The Chairman's current compensation package includes a base
salary of $270,000 plus an annual bonus at target performance
of 45% of base salary or $121,500. As noted above, there is no
single, clear measure of market compensation for executive
positions in the Corporation. The Compensation Committee used
four different market surveys for the Chairman's position in
1994. Based on these surveys, estimates of the 25th
percentile, median, and 75th percentile points of total annual
compensation were made. Based on these estimates, the
Committee approved a package of base salary plus annual bonus
which was intended to produce total annual compensation from a
low of approximately the 41st percentile with no payout to a
high of approximately the 60th percentile of total annual
compensation based on data available at the time the package
was approved.

Actual total cash compensation paid to the Chairman for 1994
was $526,328, up 9.3% from 1993. Return on equity for 1994 was
23.91%, compared to 24.91% in 1993. We believe that both
returns are in the top decile of peer performance. Total
shareholder return (including dividends and price
appreciation) was 8.5% for 1994 and 10.0% for 1993 for Irwin
Financial. This compares to 0.6% in 1994 and 22.9% in 1993 for
the Russell 2000 Financial Services Sector Index.

For long-term incentive compensation purposes, the Chairman
received an option grant of 16,600 shares in 1994 at an
exercise price of $22.75 per share (representing the mean
between the bid and asked prices on the grant date). The
Chairman also received a grant of 14,400 shares in 1993 at an
exercise price of $22.13 (split adjusted) per share and a
grant of 14,000 shares in 1992 at an exercise price of $11.81
(split adjusted) per share. These three grants are the only
long-term grants outstanding for the Chairman. Through
employment of the "Black-Scholes" and "Binomial" option
pricing models, respectively, we estimate that the present
value of these options at grant date was $175,960 to $178,450.

David W. Goodrich William H. Kling James T. Sakai

17.
<PAGE> 20

Comparison of Five-Year Cumulative Total Return
Irwin Financial Corp., Russell 2000 & Russell 2000 Financial Services Sector1
- - --------------------------------------------------------------------------------

[CRS to Come]

Interest of Management in Certain Transactions
- - --------------------------------------------------------------------------------
Certain directors and officers of the Corporation or its
subsidiaries, and the associates of such persons, were
customers of, and had transactions with subsidiaries of the
Corporation in the ordinary course of business during the past
year, including insurance services, corporate and personal
trust services and general commercial and mortgage banking
business. Additional transactions may be expected to take
place between such persons and these subsidiaries. All
outstanding loans and commitments included in such
transactions were made in the ordinary course of business and
on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable
transactions with other persons and did not involve more than
the normal risk of collectibility or present other unfavorable
features.

Companies controlled by Irwin Miller, Clementine Tangeman and
William I. Miller purchased commercial paper from the
Corporation from time to time during the year. The maximum
amount outstanding during 1994 was $13,803,387 and the amount
outstanding at year end was $11,186,668. In the opinion of
management, the rates paid by the Corporation on these
commercial paper transactions were comparable to the
prevailing rates for such transactions at the time of the
respective transactions.

18.
<PAGE> 21

In addition to corporate and personal trust services and
general banking business, companies owned or controlled by
Messrs. Miller and Mrs. Tangeman purchased insurance services
(offered by a subsidiary of Irwin Union Bank, Irwin Union
Insurance, Inc., to the companies and to the public,
generally, as a regular service) for the sale of which Irwin
Union Insurance, Inc. received gross commissions in 1994 of
approximately $17,990. The commissions paid were at the same
rate as those prevailing on comparable sales to the general
public.

During 1994, the Corporation made payments totaling $38,628 to
a company controlled by Messrs. Miller and Mrs. Tangeman in
exchange for the administrative and support services of an
employee of such company. In the opinion of management, such
payment was comparable to, or more favorable to the
Corporation than, the cost of hiring an additional employee.

Irwin Union Bank has leased, on a year-to-year basis, certain
properties for parking purposes in downtown Columbus, Indiana
from a partnership owned and controlled by Mr. Irwin Miller
and Mrs. Tangeman and a company controlled by Mr. Miller and
Mrs. Tangeman. The aggregate annual rental for the parking
space is $3,840. In the opinion of management, these lease
terms are comparable to those unaffiliated persons would
charge.

Inland Mortgage has a correspondent relationship with Fulton
Financial Corp., a mortgage broker located in Cleveland, Ohio.
The President of Fulton Financial Corp., Thomas Q. Fulton, is
a brother of David C. Fulton, an executive officer of the
Corporation. In 1994, Inland Mortgage purchased $19 million of
mortgage loans at market prices from Fulton Financial Corp.
This amounted to approximately 1.6% of the total mortgage
loans purchased by Inland Mortgage from correspondents in
1994.

In 1979, Irwin Union Insurance, Inc., as an independent
property/casualty insurance agency, was appointed to represent
and offer property/casualty and liability products of the The
St. Paul Companies to its customers. Director Nominee Kling is
also a director of The St. Paul Companies. In 1994, Irwin
Union Insurance, Inc. received gross agency commissions of
$60,810 from The St. Paul Companies.

2. Confirming Appointment of Auditors
- - --------------------------------------------------------------------------------
The Board of Directors recommends confirmation of the
appointment of Coopers & Lybrand L.L.P., certified public
accountants, to audit the books and accounts of the
Corporation for 1995. No member of the firm has any material
interest, financial or otherwise, in the Corporation or any of
its subsidiaries.

In accordance with past practice, management has invited
representatives of Coopers & Lybrand L.L.P. to be present at
the Annual Shareholders' Meeting. Management expects the
representatives to attend the meeting. If present, these
representatives will have an opportunity to make a statement,
if they so desire, and will be available to respond to
appropriate questions from shareholders.

See "Director Meetings and Committees" for information
regarding the Corporation's Audit Committee.

19.
<PAGE> 22

Annual Report on Form 10-K
- - --------------------------------------------------------------------------------
Management will furnish to any shareholder, without charge, a
copy of the Corporation's Annual Report on Form 10-K for 1994,
together with all financial statements, the schedules thereto
and a list of the Exhibits filed therewith. If any shareholder
wishes a copy of the Exhibits filed with the Corporation's
Annual Report on Form 10-K, the Corporation will furnish the
Exhibits without charge. All requests for copies should be in
writing and directed to Thomas D. Washburn, Chief Financial
Officer, Irwin Financial Corporation, P.O. Box 929, Columbus,
Indiana 47202. The Annual Report on Form 10-K will be
available to requesting shareholders on or about March 31,
1995.

Deadline for Shareholder Proposals for 1996 Annual Meeting
- - --------------------------------------------------------------------------------
As required by law, all proposals of shareholders of the
Corporation which are otherwise eligible for inclusion in the
Corporation's proxy material must be received at the
Corporation's principal executive offices, 500 Washington
Street, Columbus, Indiana 47201, prior to November 24, 1995,
in order for the proposals to be considered for inclusion in
the Corporation's proxy statement and form of proxy for the
1996 Annual Meeting.

Miscellaneous
- - --------------------------------------------------------------------------------
As of the date of this proxy statement, the Board of Directors
of the Corporation has no knowledge of any matters to be
presented for consideration at the meeting other than the
matters described herein. If (a) any matters not within the
knowledge of the Board of Directors as of the date of this
proxy statement should properly come before the meeting; (b) a
person not named herein is nominated at the meeting for
election as a director because a nominee named herein is
unable to serve or for good cause will not serve; (c) any
proposals properly omitted from this proxy statement and the
form of proxy should come before the meeting; or (d) any
matters should arise incident to the conduct of the meeting,
then the proxies will be voted in accordance with the
recommendation of the Board of Directors of the Corporation.

MATTHEW F. SOUZA, Secretary

April 4, 1995

20.
<PAGE> 23

- - --------------------------------------------------------------------------------

IRWIN FINANCIAL CORPORATION PROXY FOR ANNUAL MEETING OF
SHAREHOLDERS
PROXY SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS

The undersigned does hereby nominate, constitute, and appoint John
A. Nash and William I. Miller and each of them (with full power to
act without the other), with full power of substitution to each,
the true and lawful Proxies of the undersigned to attend the
Annual Meeting of the Shareholders of the Corporation, to be held
at the main offices of the Corporation, 500 Washington Street,
Columbus, Indiana, on Tuesday, May 9, 1995, at 4:00 p.m.,
(Columbus time), or at any adjournment thereof, and to vote all
shares of the Corporation which the undersigned is entitled to
vote upon the matters referred to in this proxy and in the notice
of said meeting to the same extent and with all the powers the
undersigned would possess if personally present and voting at such
meeting or at any adjournment thereof, and the Proxies are
directed to:

1. Vote FOR / / or WITHHOLD AUTHORITY to vote for / / the election
of the 11 directors listed below. (The Board of Directors
recommends a VOTE FOR this proposal.) S.A. Dean; D.W. Goodrich;
J.T. Hackett; W.H. Kling; J.C. McGinty, Jr.; J.I. Miller; W.I.
Miller; J.A. Nash; L.R. Odden; J.T. Sakai and T.M. Solso.
Instructions: To withhold authority to vote for any individual
nominee, print that nominee's name in the space provided below.

------------------------------------------------------------------

2. Vote FOR / / or AGAINST / / or ABSTAIN from voting for / /
confirmation of the appointment of the firm of Coopers &
Lybrand, certified public accountants, as the Corporation's
independent auditors. (The Board of Directors recommends a VOTE
FOR this proposal.)

3. Vote in their discretion upon such other business as may
properly come before the meeting or any adjournments thereof.
(Continued on other side)
- - --------------------------------------------------------------------------------

- - --------------------------------------------------------------------------------

(Continued from other side)
THIS PROXY WILL BE VOTED AS YOU SPECIFY ABOVE. IF NO SPECIFICATION
IS MADE, THE SHARES REPRESENTED BY THE PROXY WILL BE VOTED FOR THE
DIRECTORS NAMED IN THE PROXY STATEMENT, FOR THE CONFIRMATION OF
THE APPOINTMENT OF COOPERS & LYBRAND AS THE CORPORATION'S
INDEPENDENT AUDITORS, AND THE PROXIES MAY VOTE IN THEIR DISCRETION
UPON SUCH OTHER MATTERS AS PROPERLY MAY COME BEFORE THE MEETING OR
ANY ADJOURNMENT THEREOF.

The undersigned acknowledges receipt of notice of said meeting and
the accompanying proxy statement and hereby revokes all proxies
heretofore given by the undersigned for said meeting.

<TABLE>
<S> <C>
THIS PROXY MAY BE REVOKED AT ANY TIME PRIOR TO THE VOTING Dated: 1995
THEREOF. --------------------------------------------
SIGN EXACTLY AS NAME(S) APPEARS HERE. --------------------------------------------
--------------------------------------------
(Please sign exactly as name appears on
stock certificate. If there are two or more
co-owners, all must sign.)
IMPORTANT: Please sign, date and return this
proxy promptly in the enclosed envelope. No
postage required if mailed in the United
States.
</TABLE>

- - --------------------------------------------------------------------------------