SHAREHOLDER AGREEMENT

Exhibit 10.38

IRWIN COMMERCIAL FINANCE CORPORATION
SHAREHOLDER AGREEMENT

     THIS SHAREHOLDER AGREEMENT (the “Agreement”) is entered into on the 23rd day of December 2005, by and among IRWIN COMMERCIAL FINANCE CORPORATION, an Indiana business corporation (“ICF”), IRWIN UNION BANK AND TRUST COMPANY, an Indiana commercial bank (“IUBT”), and JOE LALEGGIA, (“LaLeggia”), ROBERT MURPHY (“Murphy”), ROBERT MORMINA (“Mormina”), LUIGI SPIZZIRRI (“Spizzirri”), MARK CANNON (“Cannon”) and JOHN RINALDI (“Rinaldi,” and together with LaLeggia, Murphy, Mormina, Spizzirri and Cannon, the “Option Holders”; ICF, IUBT, LaLeggia, Murphy, Mormina, Spizzirri, Cannon and Rinaldi are sometime referred to herein as the “Parties”).

RECITALS

A. ICF (f/k/a IRWIN CAPITAL HOLDINGS CORPORATION) was incorporated under the laws of the State of Indiana on April 6, 2001, and is a direct subsidiary of IUBT and an indirect subsidiary of Irwin Financial Corporation (“Irwin Financial”).

B. Irwin Financial, a bank holding company, organizes and conducts its various operations through a line of business organizational structure, within which the majority of its separate businesses fund their operations through IUBT.

C. One of Irwin Financial’s business segments within this structure is the consolidated commercial finance line of business, including ICF and its subsidiaries.

D. The authorized capital stock of ICF consists of 1,500 shares of common stock, without par value (“Common Shares”), and 100,000 shares of preferred stock, without par value (“Preferred Shares”).

E. All of the other authorized Common Shares that are issued and outstanding are owned by IUBT.

G. Each Option Holder has been granted an option (each, an “Options”) to purchase Common Shares pursuant to an Irwin Commercial Finance Corporation Stock Option Agreement dated even date herewith (the “Stock Option Agreements”).

H. The parties desire to set forth their agreement regarding the terms and conditions relating to the ownership of any Common Shares that may be received by the Option Holders upon the exercise of any of the Options, the transfer of such Common Shares and restrictions thereon, and certain other matters concerning ownership of such Common Shares.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

AGREEMENT

1. DEFINITIONS

      1.1. In this Agreement (the “Agreement”):

          (a) “Affiliate” means, with respect to a specified Person:

               (i) any Person that is Controlled by the specified Person; or

               (ii) if the specified Person is not an individual, any Person that Controls the specified Person; or

               (iii) if the specified Person is not an individual, any Person under common Control with the specified Person.

          (b) “Board” means the board of directors of ICF;

          (c) “Control” means, with respect to any Person, the (i) ownership, control or power to vote, directly or indirectly, 25 percent or more of the outstanding shares of any class of voting securities of such Person (if such Person is a corporation); (ii) control in any manner over the right to elect or appoint directly or indirectly a majority of the directors of such Person (if such Person is a corporation); or (iii) the power to manage or supervise or otherwise exercise, directly or indirectly, a controlling influence over the management of the business and affairs of such Person;

          (d) A “day” means calendar day, except where otherwise specified. If the day upon which any act or event is to occur under this Agreement falls on a Saturday, Sunday or other day on which banks in the State of Indiana or the Province of British Columbia, Canada are closed, the action or event shall occur on the following day.

          (e) “Effective Date” means the date upon which a binding agreement of purchase and sale is formed between any of the Parties to this Agreement under the terms of this Agreement, pursuant to which one Party will purchase some or all of another Party’s Common Shares, and includes the date on which an Exercise Notice or Right of First Refusal Notice is delivered;

          (f) “Exercise Notice” means any notice delivered by ICF or IUBT to an Option Holder for the purpose of exercising the Call under Section 4.1 or Section 4.2(b)(2), thereby triggering a purchase and sale of Common Shares pursuant to the provisions of Sections 4.3 and 4.4 hereof.

          (g) “Fair Market Value” means the fair market value of a Common Share as determined in accordance with Section 4.3 of this Agreement;

          (h) “Person” means an individual, a partnership, a corporation, an association, a joint stock company, a limited liability company, a trust, a joint venture, an unincorporated organization or any other entity.

2. ANTI-DILUTION PROVISIONS

      2.1. Adjustment Events.

          (a) An “Adjustment Event” occurs if ICF:

               (i) pays a dividend with respect to its capital stock in Common Shares or securities convertible into Common Shares;

               (ii) subdivides its outstanding Common Shares or securities convertible into Common Shares;

               (iii) combines its outstanding Common Shares into a smaller number of Shares of any class of Common Shares; or

               (iv) issues any Common Shares or securities convertible into Common Shares in a reclassification or recapitalization of the Common Shares.

          (b) If an “Adjustment Event” occurs, the number of Common Shares held by any Option Holders immediately prior to the Adjustment Event shall be adjusted so that such Option Holders shall thereafter be entitled to receive the number of Common Shares necessary to avoid dilution of such Option Holder’s percentage ownership of Common Shares from that existing immediately prior to such Adjustment Event. An adjustment made pursuant to this Section 2.1 shall become effective immediately after the effective date of such Adjustment Event, retroactive to the record date, if any, for such Adjustment Event.

3. RESTRICTIONS ON TRANSFER

      3.1. Transfers Restricted.

          Prior to the first anniversary of the date an Option Holder acquires Common Shares, such Option Holder may not sell, transfer or dispose of any of such Common Shares other than to another Option Holder. On or after the first anniversary of the date an Option Holder acquires Common Shares, such Option Holder may sell, transfer, or dispose of any such Common Shares only pursuant to the terms of this Agreement. Any Option Holder may sell, transfer or dispose of any of his Common Shares to another Option Holder at any time. Subject to the terms of this Agreement, IUBT may sell, transfer or dispose of any of its Common Shares to any Person at any time.

      3.2. No Encumbrance.

          Except as permitted by this Agreement, an Option Holder may not mortgage, pledge, charge, hypothecate or otherwise encumber any Common Shares without ICF’s prior written consent.

      3.3. Obligation of Transferee.

          No Common Shares may be sold, transferred or issued in any event unless the Person receiving the Common Shares has executed and delivered to ICF a joinder agreement in form and substance satisfactory to ICF pursuant to which such Person agrees to be bound by the terms of this Agreement.

      3.4. Effect of Non-Permitted Transfers.

          Any sale, transfer or other disposition of, or any attempted sale, transfer or other disposition of, Common Shares in contravention of this Agreement shall be void and of no effect for any purpose and shall not confer on any transferee or purported transferee any rights whatsoever. ICF shall not effect such a transfer on its books, nor will it treat any purported transferee as the holder of such Common Shares, and the Parties acknowledge that the certificates representing Common Shares shall bear a legend referring to the restrictions imposed by this Agreement.

      3.5. Legend on Share Certificates.

          The share certificates representing each of the Common Shares are to be legibly stamped or endorsed with the following statement:

“The shares represented by this Certificate have not been registered under the federal Securities Act of 1933 (the “1933 Act”) or any state securities law. These shares cannot be transferred, pledged or hypothecated except in accordance with the provisions of Regulation S under the 1933 Act, pursuant to registration under the 1933 Act and applicable state securities laws, or unless Irwin Commercial Finance Corporation has received an opinion of counsel satisfactory to it that registration under such laws is not required by virtue of an available exemption from such registration requirements. The sale, transfer, pledge and hypothecation of the shares represented by this Certificate are restricted under the terms of an Agreement among Irwin Commercial Finance Corporation, Irwin Union Bank and Trust Company and Certain Individuals, dated as of December 23, 2005. Hedging transactions involving such shares may not be conducted unless in compliance with the 1933 Act.”

4. CALL RIGHT; RIGHT OF FIRST REFUSAL

      4.1. ICF and IUBT Call Right.

          With respect to each Option Holder, each of ICF and IUBT shall have the right to purchase (the “Call”), and each such Option Holder shall have the obligation to sell upon the exercise of such Call, all or any portion of such Option Holder’s Common Shares (a) at any time after the first anniversary of the date on which such Option Holder acquires such

Common Shares, by delivery of an Exercise Notice to such Option Holder or his personal representative (with the date of such Exercise Notice constituting the “Effective Date” for purposes of determining the Fair Market Value of the Common Shares in accordance with Section 4.3) or (b) upon any proposed transfer of Common Shares by such Option Holder to a third party that is not an Affiliate of ICF or another Option Holder, in which case the Call shall be exercisable pursuant to the procedures set forth in Section 4.2.

      4.2. Right of First Refusal.

          In the event on or after the first anniversary of the date on which an Option Holder acquires Common Shares, such Option Holder proposes to transfer such Common Shares pursuant to a bona fide purchase offer received from a third party that is not an Affiliate of ICF, the Call right of each of ICF and IUBT shall be in the form of a right of first refusal to purchase such Common Shares upon the following terms:

          (a) The Option Holder shall first notify ICF and IUBT in writing at least 30 days in advance of the proposed transfer. The notice shall contain all of the terms of the proposed transfer, including, without limitation, the name and address of the prospective transferee, the purchase price and other terms and conditions of payment (or the minimum purchase price or basis for determining the minimum purchase price and other minimum acceptable terms and conditions), the date on or about which the transfer is to be made, and the number of Common Shares to be transferred (the “Transfer Notice”).

          (b) Within 10 business days after receipt of the Transfer Notice, either ICF or IUBT (the “Exercising Party”) may notify the Option Holder that it intends either:

               (1) to exercise its Call by purchasing all (but not less than all) of the Common Shares proposed to be transferred pursuant to the terms and conditions as set forth in the Transfer Notice (the “Right of First Refusal Notice”), in which case the provisions of Subsection 4.2(c) shall govern such purchase and sale, or

               (2) to exercise its Call by purchasing all (but not less than all) of the Common Shares proposed to be transferred pursuant to the provisions of Sections 4.3 and 4.4, in which case the Exercising Party shall deliver an Exercise Notice, and the provisions of Sections 4.3 and 4.4 shall govern such purchase and sale.

If the Exercising Party exercises its Call under this Subsection 4.2(b), a binding contract of purchase and sale will be formed between it and the Option Holder upon the delivery of the Right of First Refusal Notice or the Exercise Notice, as the case may be.

          (c) If the Exercising Party delivers a Right of First Refusal Notice, the Exercising Party will buy, and the Option Holder will sell, the Common Shares at the time, at the price, and on the same terms and conditions as those contained in the Transfer Notice, subject to the following:

               (1) If the Transfer Notice provides for payment over time, the Exercising Party will have the option to make payment all in cash for clear title at the closing of the purchase and sale;

               (2) If the Transfer Notice provides for the closing to take place more than 30 days after the delivery of the Transfer Notice, the Exercising Party will have the option to close its purchase on or before the 30 ^th day after delivery of the Transfer Notice.

          (d) After compliance with the provisions of this Section 4.2, if no Call has been exercised, the Option Holder may transfer his Common Shares, but only to the transferee designated in the Transfer Notice, at the time, at the price, and on the same terms and conditions as those contained in the Transfer Notice. If no Call is exercised and such proposed transfer to a third party is not consummated within 30 days after delivery of the Transfer Notice, any proposed sale of the Common Shares will again become subject to the notice provisions and the right of first refusal provided in this Section 4.2.

      4.3. Purchase Price.

          If ICF or IUBT exercises its Call pursuant to Section 4.1 or Section 4.2(b)(2), the purchase price (“Purchase Price”) for each Common Share to be purchased shall be equal to the Fair Market Value of the Common Share, plus interest thereon from the Effective Date at the national prime rate as reported in The Wall Street Journal as of the Effective Date (the “National Prime Rate”). The Fair Market Value of a Common Share shall be determined as follows (with the date such Fair Market Value is finally determined hereunder being referred to as the “Valuation Date”):

          (a) The Board shall determine the Fair Market Value of each Common Share as of the Effective Date (the “Initial Valuation”), which Initial Valuation may be based on the opinion of an independent appraiser engaged by the Board. All costs incurred in connection with the Initial Valuation shall be borne by ICF. The Initial Valuation shall be set forth in a written notice (the “Valuation Notice”) delivered by ICF to the Option Holder as soon as practicable following the Board’s receipt of the independent appraiser’s opinion with respect to the value of the Common Shares, if any, but in any event within 60 days after delivery of the Exercise Notice.

          (b) If the Option Holder does not dispute the Initial Valuation by delivery of a written notice of dispute to ICF within 20 days after ICF’s delivery of the Valuation Notice, the Initial Valuation shall be bindi