Form 5 KIME BRADLEY J For: Dec 31 (10K)

FORM 5

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

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

KIME BRADLEY J

(Last)

(First)

(Middle)

IRWIN FINANCIAL CORPORATION, 500 WASHINGTON STREET

(Street)

COLUMBUS

47201

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
IRWIN FINANCIAL CORP [IFC]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President, Commercial Banking

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date(Month/Day/Year)	2A. Deemed Execution Date, if any(Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date(Month/Day/Year)	2A. Deemed Execution Date, if any(Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
COMMON STOCK							17,051 ⁽¹⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Excercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any(Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Excercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any(Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
NON-QUALIFIED STOCK OPTION (RIGHT TO BUY)	$ 10.21						⁽²⁾	02/03/2018	COMMON STOCK	4,879		4,879	D
NON-QUALIFIED STOCK OPTION (RIGHT TO BUY)	$ 15.65						⁽²⁾	02/13/2012	COMMON STOCK	14,200		14,200	D
NON-QUALIFIED STOCK OPTION (RIGHT TO BUY)	$ 16.9687						⁽²⁾	04/25/2010	COMMON STOCK	6,700		6,700	D
NON-QUALIFIED STOCK OPTION (RIGHT TO BUY)	$ 17.09						⁽²⁾	05/08/2017	COMMON STOCK	6,600		6,600	D
NON-QUALIFIED STOCK OPTION (RIGHT TO BUY)	$ 18.08						⁽²⁾	04/16/2016	COMMON STOCK	8,600		8,600	D
NON-QUALIFIED STOCK OPTION (RIGHT TO BUY)	$ 20.47						⁽²⁾	05/02/2015	COMMON STOCK	7,000		7,000	D
NON-QUALIFIED STOCK OPTION (RIGHT TO BUY)	$ 21.38						⁽²⁾	04/24/2011	COMMON STOCK	2,325		2,325	D
NON-QUALIFIED STOCK OPTION (RIGHT TO BUY)	$ 21.38						⁽²⁾	04/25/2011	COMMON STOCK	6,975		6,975	D
NON-QUALIFIED STOCK OPTION (RIGHT TO BUY)	$ 22.46						⁽²⁾	04/24/2013	COMMON STOCK	26,500		26,500	D
NON-QUALIFIED STOCK OPTION (RIGHT TO BUY)	$ 23.89						⁽²⁾	04/28/2014	COMMON STOCK	15,200		15,200	D

Explanation of Responses:

1. Includes 758 additional shares acquired under the Irwin Financial Corporation Employees' Stock Purchase Plan. the information in this report is as of 12-31-08. The Plan provides for the purchase of fractional shares. The number reported is the nearest whole number.

2. The Plan provides for phased-in vesting of rights to exercise granted stock options. In the year of the grant, optionee may exercise 25% of total options granted. In each of the three years immediately following the year of the grant, optionee may exercise an additional 25% of the options granted. Grant of option was made to reporting person in transaction exempt under Rule 16b-3.

	/s/ Bradley J. Kime	01/12/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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