0001104659-09-003084 Sample Contracts

January 13, 2009 Via Hand Delivery [Senior Executive Officer Name and Address] Dear [Senior Executive Officer],
Compensation Agreement • January 20th, 2009 • Mainsource Financial Group • State commercial banks

MainSource Financial Group, Inc. (the “Company”) anticipates entering into a Securities Purchase Agreement (the “Investment Agreement”), with the United States Department of Treasury (the “Treasury”) that provides for the Company’s participation in the Treasury’s TARP Capital Purchase Program (the “CPP”). If the Company does not participate or ceases at any time to participate in the CPP, this letter shall be of no further force and effect.

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