Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

     As previously announced, on September 15, 2009, Irwin Financial Corporation (the “Corporation”) was told by the Federal Reserve Bank of Chicago (the “Chicago Reserve Bank”) and the Indiana Department of Financial Institutions (the “DFI”) that they disagree with the Corporation’s view of the timing of the recognition of certain loan losses at its principal depository institution subsidiary, Irwin Union Bank and Trust Company (“IUBT”). As a result, IUBT has been required to submit to the Federal Deposit Insurance Corporation amended Consolidated Reports of Condition and Income (the “Amended Call Report”) for the three months ended June 30, 2009 consistent with the Chicago Reserve Bank's and the DFI’s view of the timing of these losses.

     On September 16, 2009, the Corporation’s Audit Committee determined that, until the Amended Call Report can be completed and the effects of the revisions on the Corporation’s financials can be assessed, the Quarterly Report on Form 10-Q filed by the Corporation on August 5, 2009, should not be relied upon.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.