Mainsource Financial Group Sample Contracts

ARTICLE I THE MERGER
Agreement and Plan of Merger • March 28th, 2003 • Mainsource Financial Group • State commercial banks • Indiana
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GUARANTEE AGREEMENT
Guarantee Agreement • August 14th, 2003 • Mainsource Financial Group • State commercial banks • New York
1,850,000 Preferred Securities IUB Capital Trust
Indiana United Bancorp • November 19th, 1997 • State commercial banks • Missouri
JUNIOR SUBORDINATED INDENTURE
Mainsource Financial Group • August 14th, 2003 • State commercial banks • New York
TRUST AGREEMENT
Trust Agreement • November 19th, 1997 • Indiana United Bancorp • State commercial banks • Delaware
AMENDED AND RESTATED TRUST AGREEMENT
Trust Agreement • August 14th, 2003 • Mainsource Financial Group • State commercial banks • Delaware
among
Agreement and Plan of Merger • May 10th, 2005 • Mainsource Financial Group • State commercial banks • Indiana
October 8, 1997
Indiana United Bancorp • March 18th, 1998 • State commercial banks
EXHIBIT 2 AGREEMENT AND PLAN OF MERGER DATED AS OF NOVEMBER 5, 1999
Agreement and Plan of Merger • November 16th, 1999 • Indiana United Bancorp • State commercial banks • Illinois
GUARANTEE AGREEMENT MAINSOURCE FINANCIAL GROUP, INC. Dated as of October 13, 2006
Guarantee Agreement • October 17th, 2006 • Mainsource Financial Group • State commercial banks • New York

This GUARANTEE AGREEMENT (the “Guarantee”), dated as of October 13, 2006, is executed and delivered by MainSource Financial Group, Inc., incorporated in Indiana (the “Guarantor”), and Wells Fargo Bank, National Association, a national banking association with its principal place of business in the State of Delaware, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of MainSource Statutory Trust IV, a Delaware statutory trust (the “Issuer”).

LOAN AGREEMENT
Loan Agreement • August 8th, 2016 • Mainsource Financial Group • State commercial banks • Ohio

This LOAN AGREEMENT (this “Agreement”) is dated as of April 28, 2016, and is made by and between MAINSOURCE FINANCIAL GROUP, INC., an Indiana corporation (“Borrower”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“Lender”).

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • May 10th, 2012 • Mainsource Financial Group • State commercial banks • Indiana

THIS CHANGE IN CONTROL AGREEMENT (the “Agreement”) is entered into as of the 4th day of May, 2011 by and between MAINSOURCE FINANCIAL GROUP, INC. (the “Company”), an Indiana corporation, and CHRIS HARRISON (the “Executive”).

AWARD AGREEMENT UNDER THE MAINSOURCE FINANCIAL GROUP, INC. Notice of Grant
Award Agreement • February 27th, 2009 • Mainsource Financial Group • State commercial banks • Indiana

This Agreement is dated as of the Grant Date and is between the Company and the Grantee, in accordance with the terms of the Plan. Capitalized terms used in this Agreement and not otherwise defined have the meanings given to them in the Plan.

EXHIBIT 4.8 GUARANTEE AGREEMENT
Guarantee Agreement • March 28th, 2003 • Mainsource Financial Group • State commercial banks • New York
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October 8, 1997
Indiana United Bancorp • March 18th, 1998 • State commercial banks
and
Guarantee Agreement • August 14th, 2003 • Mainsource Financial Group • State commercial banks • New York
CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • July 24th, 2008 • Mainsource Financial Group • State commercial banks • Indiana

THIS CHANGE IN CONTROL AGREEMENT (“Agreement”) is entered into as of the 4th day of August, 2008 by and between MAINSOURCE FINANCIAL GROUP, INC. (the “Company”), an Indiana corporation, and ARCHIE M. BROWN, JR. (“Executive”).

October 8, 1997
Indiana United Bancorp • March 18th, 1998 • State commercial banks
EMPLOYMENT AGREEMENT
Employment Agreement • March 25th, 2016 • Mainsource Financial Group • State commercial banks • Ohio

THIS EMPLOYMENT AGREEMENT is made this day of , 2016, by and between MainSource Bank (“Employer” or “Bank”) and Patricia L. Walter (“Employee”) (collectively referred to as the “Parties”).

WITNESSETH:
Plan of Reorganization and Merger • December 17th, 2003 • Mainsource Financial Group • State commercial banks • Indiana
IUB CAPITAL TRUST AMENDED AND RESTATED TRUST AGREEMENT AMONG
Trust Agreement • November 19th, 1997 • Indiana United Bancorp • State commercial banks • Delaware
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN MAINSOURCE FINANCIAL GROUP, INC. AND CHEVIOT FINANCIAL CORP. NOVEMBER 23, 2015
Agreement and Plan of Merger • November 24th, 2015 • Mainsource Financial Group • State commercial banks • Indiana

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 23, 2015, is by and between MainSource Financial Group, Inc., an Indiana corporation (“MainSource”) and Cheviot Financial Corp., a Maryland corporation (“Cheviot Financial”). Each of MainSource and Cheviot Financial is sometimes individually referred to herein as a “party,” and MainSource and Cheviot Financial are collectively sometimes referred to as the “parties.”

AGREEMENT AND PLAN OF MERGER by and between First Financial Bancorp. and MainSource Financial Group, Inc. Dated as of July 25, 2017
Voting Agreement • July 27th, 2017 • Mainsource Financial Group • State commercial banks • Ohio

AGREEMENT AND PLAN OF MERGER, dated as of July 25, 2017 (this “Agreement”), by and between MainSource Financial Group, Inc., an Indiana corporation (“MainSource”), and First Financial Bancorp, an Ohio corporation (“First Financial”).

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