MainSource Financial Group (MSFG)

NOTE 21 — EMPLOYEE BENEFIT PLANS

       The Company has a defined-contribution retirement plan in which substantially all employees may participate. The Company matches a portion of employees' contributions and makes additional contributions based on employee compensation and the overall profitability of the Company. Expense was $1,829 in 2008, $1,586 in 2007, and $1,293 in 2006.

       The Company acquired a defined benefit retirement plan upon purchase of an affiliate in 2006. Per the merger agreement, the plan was frozen prior to the merger and an application was filed with the IRS to settle this plan. The Company settled this plan in the first half of 2007.

NOTE 21 — EMPLOYEE BENEFIT PLANS

       The Company has a defined-contribution retirement plan in which substantially all employees may participate. The Company matches a
portion of employees' contributions and makes additional contributions based on employee compensation and the overall profitability of the Company. Expense was $1,829 in 2008, $1,586 in 2007, and
$1,293 in 2006.

       The
Company acquired a defined benefit retirement plan upon purchase of an affiliate in 2006. Per the merger agreement, the plan was frozen prior to the merger and an application was
filed with the IRS to settle this plan. The Company settled this plan in the first half of 2007.

NOTE 21 — EMPLOYEE BENEFIT PLANS

       The Company has a defined-contribution retirement plan in which substantially all employees may participate. The Company matches a
portion of employees' contributions and makes additional contributions based on employee compensation and the overall profitability of the Company. Expense was $1,829 in 2008, $1,586 in 2007, and
$1,293 in 2006.

       The
Company acquired a defined benefit retirement plan upon purchase of an affiliate in 2006. Per the merger agreement, the plan was frozen prior to the merger and an application was
filed with the IRS to settle this plan. The Company settled this plan in the first half of 2007.

NOTE 19 — EMPLOYEE BENEFIT PLANS

       The Company has a defined-contribution retirement plan in which substantially all employees may participate. The Company matches a portion of employees' contributions and makes additional contributions based on employee compensation and the overall profitability of the Company. Expense was $1,586 in 2007, $1,293 in 2006, and $1,309 in 2005.

       The Company acquired a defined benefit retirement plan upon purchase of an affiliate in 2006. Per the merger agreement, the plan was frozen prior to the merger and an application was filed with the IRS to settle this plan. The Company settled this plan in the first half of 2007.

NOTE 19 — EMPLOYEE BENEFIT PLANS

       The Company has a defined-contribution retirement plan in which substantially all employees may participate. The Company matches a portion of employees'
contributions and makes additional contributions based on employee compensation and the overall profitability of the Company. Expense was $1,586 in 2007, $1,293 in 2006, and $1,309 in 2005.

       The
Company acquired a defined benefit retirement plan upon purchase of an affiliate in 2006. Per the merger agreement, the plan was frozen prior to the merger and an application was
filed with the IRS to settle this plan. The Company settled this plan in the first half of 2007.

NOTE 20 – EMPLOYEE BENEFIT PLANS

The Company has a defined-contribution retirement plan in which substantially all employees may participate. The Company matches a portion of employees’ contributions and makes additional contributions based on employee compensation and the overall profitability of the Company. Expense was $1,293 in 2006, $1,309 in 2005, and $1,621 in 2004.

The Company acquired a defined benefit retirement plan upon purchase of Peoples. Per the merger agreement, the plan was curtailed prior to the merger and an application was filed with the IRS to settle this plan. The Company expects to settle this plan in the first half of 2007. Plan assets of $1.1 million are invested in a money market fund in a trust and the projected termination liability is $1.6 million. The Company has a $0.5 million liability included in other liabilities on the balance sheet.

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NOTE 21 – EMPLOYEE BENEFIT PLANS

The Company has a defined-contribution retirement plan in which substantially all employees may participate. The Company matches a portion of employees’ contributions and makes additional contributions based on employee compensation. Expense was $1,309 in 2005, $1,621 in 2004, and $1,284 in 2003.

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Note 14 — Employee Benefit Plans

A profit sharing plan is maintained for all employees of the Bank who work a minimum of 1,000 hours per year, have completed twelve months of service, and have attained the age of 21.  Contributions are made at the discretion of the Bank’s Board of Directors under a formula based upon each employee’s salary.  Profit sharing expense totaled $84,119, $48,224, and $146,384 for the years ended March 31, 2005, 2004, and 2003.

The Bank has a deferred compensation plan for the benefit of certain directors and officers.  The plan is funded by life insurance contracts that have been purchased by the Bank.  The Bank’s directors and officers deferred compensation totaling $63,003, $64,790, and $51,074 in 2005, 2004, and 2003.  Interest expense on deferred compensation totaled $31,706, $29,658, and $22,592 for 2005, 2004, and 2003.