Exhibit
10.6


EXECUTIVE
SEVERANCE AGREEMENT


THIS EXECUTIVE
SEVERANCE AGREEMENT (“Agreement”) is entered into as of the 16th day of January, 2001 by and between MainSource Financial Group (the “Company”), an Indiana
corporation, and Daryl R. Tressler (“Executive”).


R
E C I T A L S:


A.                                 The
Company considers the establishment and maintenance of a sound and vital
management to be essential to protecting and enhancing the best interests of
the Company and its shareholders;


B.            The Company recognizes that, as is the
case with many publicly held corporations, the possibility of a change in
control may arise and that such possibility may result in the departure or
distraction of management personnel to the detriment of the Company and its
shareholders;


C.            The Board of Directors of the
Company (the “Board”) has determined that it is in the best interests of the
Company and its shareholders to secure Executive’s continued services and to
ensure Executive’s continued and undivided dedication to his duties in the
event of any threat or occurrence of a Change in Control (as defined in Section
1) of the Company; and


D.            The Board has authorized the Company
to enter into this Agreement.


NOW,
THEREFORE, for and in consideration of the premises and the
mutual covenants and agreements herein contained, and intending to be legally
bound hereby, the Company and Executive hereby agree as follows:


A
G R E E M E N T:


1.
Definitions. As used in this
Agreement, the following terms shall have the respective meanings set forth
below:


(a) “Bonus
Amount” means the annual incentive bonus earned by Executive from the
Company during the last completed fiscal year of the Company immediately
preceding Executive’s Date of Termination (annualized in the event Executive
was not employed by the Company for the whole of any such fiscal year).













(b) “Cause”
means (i) the willful and continued failure of Executive to perform
substantially his duties with the Company (other than any such failure
resulting from Executive’s incapacity due to physical or mental illness or any
such failure subsequent to Executive being delivered a Notice of Termination
without Cause by the Company or delivering a Notice of Termination for Good
Reason to the Company) after a written demand for substantial performance is
delivered to Executive by the Board that specifically identifies the manner in
which the Board believes that Executive has not substantially performed
Executive’s duties, (ii) the willful engaging by Executive in illegal conduct
or gross misconduct that is demonstrably and materially injurious to the
Company, or (iii) the conviction of Executive of, or a plea by Executive of
nolo contendre to, a felony. For purpose of this paragraph (b), no act or
failure to act by Executive shall be considered “willful” unless done or
omitted to be done by Executive in bad faith and without reasonable belief that
Executive’s action or omission was legal, regulatory compliant, and in the best
interests of the Company. Any act, or failure to act, based upon authority
given pursuant to a resolution duly adopted by the Board, based upon the advice
of counsel for the Company or upon the instructions of the Company’s chief
executive officer or another senior officer of the Company, shall be
conclusively presumed to be done, or omitted to be done, by Executive in good
faith and in the best interests of the Company. Cause shall not exist unless
and until the Company has delivered to Executive a copy of a resolution duly
adopted by three-fourths (3/4) of the entire Board (excluding Executive if
Executive is a Board member) at a meeting of the Board called and held for such
purpose (after reasonable notice to Executive and an opportunity for Executive,
together with counsel, to be heard before the Board), finding that in the good
faith opinion of the Board an event set forth in clauses (i) or (ii) has
occurred and specifying the particulars thereof in detail. The Company must
notify Executive of any event constituting Cause within ninety (90) days
following the Company’s knowledge of its existence or such event shall not
constitute Cause under this Agreement.


(c) “Change in
Control” means the occurrence of any one of the following events:


(i) individuals
who, on January 16, 2001, constitute the Board (the “Incumbent Directors”)
cease for any reason to constitute at least a majority of the Board, provided
that any person becoming a director subsequent to January 16, 2001, whose
election or nomination for election was approved by a vote of at least
two-thirds of the Incumbent Directors then on the Board (either by a specific
vote or by approval of the proxy statement of the Company in which such person
is named as a



 2
 









nominee for
director, without written objection by such Incumbent Directors to such
nomination) shall be deemed to be an Incumbent Director; provided, however,
that no individual elected or nominated as a director of the Company initially
as a result of an actual or threatened election contest with respect to
directors or any other actual or threatened solicitation of proxies by or on behalf
of any person other than the Board shall be deemed to be an Incumbent Director;


(ii) any “person”
(as such term is defined in Section 3(a)(9) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), and as used in Sections 13(d)(3) and 14(d)(2)
of the Exchange Act) is or becomes a “beneficial owner” (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of securities of the
Company representing 25% or more of the combined voting power of the Company’s
then outstanding securities eligible to vote for the election of the Board (the
“Company Voting Securities”); provided, however, that the event described in
this paragraph (ii) shall not be deemed to be a Change in Control by virtue of
any of the following acquisitions: (A) by the Company or any Subsidiary, (B) by
any employee benefit plan sponsored or maintained by the Company or any
Subsidiary, or by any employee stock benefit trust created by the Company or
any Subsidiary, (C) by any underwriter temporarily holding securities pursuant
to an offering of such securities, (D) pursuant to a Non-Qualifying Transaction
(as defined in paragraph (iii)), (E) pursuant to any acquisition by Executive
or any group of persons including Executive (or any entity controlled by
Executive or any group of persons including Executive); or (F) a transaction
(other than one described in (iii) below) in which Company Voting Securities
are acquired from the Company, if a majority of the Incumbent Directors
approves a resolution providing expressly that the acquisition pursuant to this
clause (F) does not constitute a Change in Control under this paragraph (ii);


(iii) the
consummation of a merger, consolidation, share exchange or similar form of
corporate transaction involving the Company or any of its Subsidiaries that
requires the approval of the Company’s shareholders, whether for such
transaction or the issuance of securities in the transaction (a “Business
Combination”), unless immediately following such Business Combination: (A) more
than 40% of the total voting power of (x) the corporation resulting from the
consummation of such Business Combination (the “Surviving Corporation”) or (y)
if applicable, the ultimate parent corporation that directly or indirectly has
beneficial ownership of 100% of the voting securities eligible to elect
directors of the Surviving Corporation (the “Parent Corporation”), is
represented by Company Voting Securities that were outstanding immediately
prior to such Business Combination (or, if applicable, represented by shares
into which



 3
 









such Company
Voting Securities were converted pursuant to such Business Combination), and
such voting power among the holders thereof is in substantially the same
proportion as the voting power of such Company Voting Securities among the
holders thereof immediately prior to the Business Combination, (B) no person
(other than any employee benefit plan sponsored or maintained by the Surviving
Corporation or the Parent Corporation or any employee stock benefit trust
created by the Surviving Corporation or the Parent Corporation) is or becomes
the beneficial owner, directly or indirectly, of 25% or more of the total
voting power of the outstanding voting securities eligible to elect directors
of the Parent Corporation (or, if there is no Parent Corporation, the Surviving
Corporation) and (C) at least one-half of the members of the board of directors
of the Parent Corporation (or, if there is no Parent Corporation, the Surviving
Corporation) were Incumbent Directors at the time of the Board’s approval of
the execution of the initial agreement providing for such Business Combination
(any Business Combination which satisfies all of the criteria specified in (A),
(B) and (C) above shall be deemed to be a “Non-Qualifying Transaction”); or


(iv) the shareholders
of the Company approve a plan of complete liquidation or dissolution of the
Company or a sale of all or substantially all of the Company’s assets.


Notwithstanding
the foregoing, a Change in Control of the Company shall not be deemed to occur
solely because any person acquires beneficial ownership of more than 25% of the
Company Voting Securities as a result of the acquisition of Company Voting
Securities by the Company that reduces the number of Company Voting Securities
outstanding; provided, that if after such acquisition by the Company such
person becomes the beneficial owner of additional Company Voting Securities
that increases the percentage of outstanding Company Voting Securities
beneficially owned by such person, a Change in Control of the Company shall
then occur.


(d) “Date of
Termination” means (1) the effective date on which Executive’s employment
by the Company terminates as specified in a prior written notice by the Company
or Executive, as the case may be, to the other, delivered pursuant to Section
10, or (2) if Executive’s employment by the Company terminates by reason of
death, the date of death of Executive.


(e) “Disability”
means termination of Executive’s employment by the Company due to Executive’s
absence from Executive’s duties with the Company on a full-time basis for at
least one hundred eighty (180) consecutive days as a result of Executive’s
incapacity due to physical or mental illness.



 4
 









(f) “Good
Reason” means, without Executive’s express written consent, the occurrence of
any of the following events after a Change in Control:


(i) (A) any change
in the duties or responsibilities (including reporting responsibilities) of
Executive that is inconsistent in any material and adverse respect with
Executive’s positions, duties, responsibilities or status with the Company
immediately prior to such Change in Control (including any material and adverse
diminution of such duties or responsibilities);


(ii) (A) a
reduction by the Company in Executive’s rate of annual base salary as in effect
immediately prior to such Change in Control, or as the same may be increased
from time to time thereafter, or (B) the failure by the Company to pay
Executive an annual bonus in respect of the year in which such Change in
Control occurs or any subsequent year in an amount greater than or equal to the
annual bonus earned for the year prior to the year in which such Change in
Control occurs, provided that Executive has met any requisite performance
criteria threshold necessary to the payment of such annual bonus in respect of
the year in which such Change in Control occurs or such subsequent year.


(iii) any
requirement of the Company that Executive (A) be based anywhere more than
thirty (30) miles from the office where Executive is located at the time of the
Change in Control or (B)endure overnight travel on Company business to an
extent substantially greater than the travel obligations of Executive
immediately prior to such Change in Control;


(iv) the failure
of the Company to (A) continue in effect any employee benefit plan,
compensation plan, welfare benefit plan or material fringe benefit plan in
which Executive is participating immediately prior to such Change in Control or
the taking of any action by the Company that would adversely affect Executive’s
participation in or reduce Executive’s benefits under any such plan, unless
Executive is permitted to participate in other plans providing Executive with
the same benefits that the party effecting the Change in Control (or, if
applicable, its Parent Corporation) provides to its most senior executive
officers (or, in the case of a Parent Corporation, the most senior executive
officers of its principal banking or financial services subsidiary) or (B)
provide Executive with paid time-off in accordance with the most favorable
time-off policies of the Company and its affiliated companies as in effect for
Executive immediately prior to such Change in Control, including the crediting
of all service for which Executive had



 5
 









been credited
under such vacation policies prior to the Change in Control; or


(v) the failure of
the Company to obtain the assumption (and, if applicable, guarantee)  agreement from any successor (and Parent
Corporation) as contemplated in Section 9(b).


Notwithstanding
anything herein to the contrary, termination of employment by Executive for any
reason during the 30-day period commencing six (6) months after the date of a
Change in Control shall constitute Good Reason.


An isolated,
insubstantial and inadvertent action taken in good faith and which is remedied
by the Company within ten (10) days after receipt of notice thereof given by
Executive shall not constitute Good Reason. Executive’s right to terminate
employment for Good Reason shall not be affected by Executive’s incapacities
due to mental or physical illness and Executive’s continued employment shall
not constitute consent to, or a waiver of rights with respect to, any event or
condition constituting Good Reason; provided, however, that Executive must
provide notice of termination of employment within one-hundred twenty (120)
days following Executive’s knowledge of an event constituting Good Reason or
such event shall not constitute Good Reason under this Agreement.


 (g) “Qualifying Termination” means a
termination of Executive’s employment (i) by the Company other than for Cause
or (ii) by Executive for Good Reason. Termination of Executive’s employment on
account of death, Disability or Retirement shall not be treated as a Qualifying
Termination.


(h) “Retirement”
means the termination of Executive’s employment on or after the first of the
month coincident with or following Executive’s attainment of age 65, or such
later date as may be provided in a written agreement between the Company and
the Executive.


(i) “Subsidiary”
means any corporation or other entity in which the Company has a direct or
indirect ownership interest of 50% or more of the total combined voting power
of the then outstanding securities or interests of such corporation or other
entity entitled to vote generally in the election of directors or in which the
Company has the right to receive 50% or more of the distribution of profits or
50% of the assets upon liquidation or dissolution.


 (j) “Termination Period” means the period
of time beginning with a



 6
 









Change in Control
and ending two (2) years following such Change in Control. Notwithstanding
anything in this Agreement to the contrary, if (i) Executive’s employment is
terminated prior to a Change in Control for reasons that would have constituted
a Qualifying Termination if they had occurred following a Change in Control;
(ii) Executive reasonably demonstrates that such termination (or Good Reason
event) was at the request of a third party who had indicated an intention or
taken steps reasonably calculated to effect a Change in Control; and (iii) a
Change in Control involving such third party (or a party competing with such
third party to effectuate a Change in Control) does occur, then for purposes of
this Agreement, the date immediately prior to the date of such termination of
employment or event constituting Good Reason shall be treated as a Change in
Control. For purposes of determining the timing of payments and benefits to
Executive under Section 4, the date of the actual Change in Control shall be
treated as Executive’s Date of Termination under Section l(d).


2.
Obligation of Executive. In the event of a tender or exchange
offer, proxy contest, or the execution of any agreement that, if consummated,
would constitute a Change in Control, Executive agrees not to voluntarily leave
the employ of the Company that may employ Executive, other than as a result of
Disability, Retirement or an event that would constitute Good Reason if a
Change in Control had occurred, until the Change in Control occurs or, if
earlier, such tender or exchange offer, proxy contest, or agreement is
terminated or abandoned.


3.
Term of Agreement. This Agreement shall be effective on the
date hereof and shall continue in effect until the Company shall have given two
(2) years’ written notice of cancellation; provided, that, notwithstanding the
delivery of any such notice, this Agreement shall continue in effect for a
period of two (2) years after a Change in Control, if such Change in Control
shall have occurred during the term of this Agreement. Notwithstanding anything
in this Section to the contrary, this Agreement shall terminate if Executive or
the Company terminates Executive’s employment prior to a Change in Control
except as provided in Section 1(j).


4.
Payments Upon Termination of Employment.


(a) Qualifying
Termination — Cash Payment. If during the Termination Period the employment
of Executive shall terminate pursuant to a Qualifying Termination, then the
Company shall provide to Executive, subject to the provisions of Section 11
hereunder:


(i) within twenty
(20) days following the Date of Termination a



 7
 









lump-sum cash
amount equal to the sum of (A) Executive’s base salary through the Date of
Termination and any bonus amounts that have become payable, to the extent not
theretofore paid or deferred, (B) a pro rata portion of Executive’s annual
bonus for the fiscal year in which Executive’s Date of Termination occurs in an
amount at least equal to (x) Executive’s Bonus Amount, multiplied by (y) a
fraction, the numerator of which is the number of days in the fiscal year in
which the Date of Termination occurs through the Date of Termination and the
denominator of which is three hundred sixty-five (365), and reduced by (z) any
amounts paid from the Company’s annual incentive plan for the fiscal year in which
Executive’s Date of Termination occurs and (C) any accrued vacation pay, to the
extent not theretofore paid; plus


(ii) within twenty
(20) days following the Date of Termination, a lump-sum cash amount equal to
the sum of (i) two (2) times Executive’s highest annual rate of base salary
during the 12-month period immediately prior to Executive’s Date of
Termination, plus (ii) two (2) times Executive’s Bonus Amount; provided,
however, that if Executive’s Date of Termination is within two (2) years of the
earliest date on which termination by the Executive could otherwise be
considered a Retirement (“Retirement Date”), such sum shall be multiplied by a
fraction (“Adjustment Fraction”), the numerator of which is equal to the number
of full months from the Date of Termination to the Retirement Date, and the
denominator of which is equal to 24.


(b) Qualifying
Termination — Continued Coverage. If during the Termination Period the
employment of Executive shall terminate pursuant to a Qualifying Termination,
the Company shall continue to provide, for a period of two (2) years following
Executive’s Date of Termination, Executive (and Executive’s dependents, if
applicable) with the same level of medical, dental, accident, disability and
life insurance benefits upon substantially the same terms and conditions
(including contributions required by Executive for such benefits) as existed
immediately prior to Executive’s Date of Termination (or, if more favorable to
Executive, as such benefits and terms and conditions existed immediately prior
to the Change in Control); provided, however, that if Executive’s Date of
Termination is within two (2) years of Executive’s Retirement Date, the number
of years of continued benefits coverage (as described in this Section 4(b))
shall be equal to the product of (x) two, and (y) the Adjustment Fraction;
provided, further, if Executive cannot continue to participate in the Company
plans providing such benefits, the Company shall otherwise provide such
benefits on the same after-tax basis as if continued participation had been
permitted. Notwithstanding the foregoing, in the event Executive becomes reemployed
with another employer and



 8
 









becomes eligible
to receive welfare benefits from such employer, the welfare benefits described
herein shall be secondary to such benefits during the period of Executive’s
eligibility, but only to the extent that the Company reimburses Executive for
any increased cost and provides any additional benefits necessary to give
Executive the benefits provided hereunder. The Executive’s accrued benefits as
of the Date of Termination under the Company’s employee benefit plans shall be
paid to Executive in accordance with the terms of such plans.


(c) Qualifying
Termination — SERP Accrual. If during the Termination Period the employment
of Executive shall terminate pursuant to a Qualifying Termination, the Company
shall provide Executive with two (2)  additional
years  of service credit under all
non-qualified retirement plans and excess benefit plans in which the Executive
participated as of his Date of Termination; provided, however, that if
Executive’s Date of Termination is within two (2) years of Executive’s
Retirement Date, the number of years of additional service credit (as described
in this Section 4(c)) shall be equal to the product of (x) two, and (y) the
Adjustment Fraction.


(d) Qualifying
Termination — Voluntary Reduction of Payments. If during the Termination
Period the employment of Executive shall terminate pursuant to a Qualifying
Termination, Executive shall have the right to direct that the Company reduce
the amounts which it is otherwise required to pay to Executive under Section 4
of this Agreement to the Safe Harbor Cap (as defined in Section 5(a) of this
Agreement).


(e) Other than
Qualifying Termination. If during the Termination Period the employment of
Executive shall terminate other than by reason of a Qualifying Termination,
then the Company shall pay to Executive within thirty (30) days following the
Date of Termination, a lump-sum cash amount equal to the sum of (1) Executive’s
base salary through the Date of Termination and any bonus amounts that have
become payable, to the extent not theretofore paid or deferred, and (2) any
accrued vacation pay, to the extent not theretofore paid. The Company may make
such additional payments, and provide such additional benefits, to Executive as
the Company and Executive may agree in writing. The Executive’s accrued
benefits as of the Date of Termination under the Company’s employee benefit
plans shall be paid to Executive in accordance with the terms of such plans.


5.
Certain Additional Payments by the Company. (a) Anything in
this Agreement to the contrary notwithstanding, in the event it shall be
determined that any payment, award, benefit or distribution (or any



 9
 









acceleration of
any payment, award, benefit or distribution) by the Company (or any affiliated
entity) or any entity that effectuates a Change in Control (or any of its
affiliated entities) to or for the benefit of Executive (whether pursuant to
the terms of this Agreement or otherwise, but determined without regard to any
additional payments required under this Section 5) (the “Payments”) would be
subject to the excise tax imposed by Section 4999 of the Internal Revenue Code
of 1986, as amended (the “Code”), or any interest or penalties are incurred by
Executive with respect to such excise tax (such excise tax, together with any
such interest and penalties, are hereinafter collectively referred to as the “Excise
Tax”), then the Company shall pay to Executive an additional payment (a “Gross-Up
Payment”) in an amount such that after payment by Executive of all taxes
(including any Excise Tax) imposed upon the Gross-Up Payment, Executive retains
an amount of the Gross-Up Payment equal to the sum of (x) the Excise Tax
imposed upon the Payments and (y) the product of any deductions disallowed
because of the inclusion of the Gross-up Payment in Executive’s adjusted gross
income and the highest applicable marginal rate of federal income taxation for
the calendar year in which the Gross-up Payment is to be made. For purposes of
determining the amount of the Gross-up Payment, the Executive shall be deemed
to (i) pay federal income taxes at the highest marginal rates of federal income
taxation for the calendar year in which the Gross-up Payment is to be made,
(ii) pay applicable state and local income taxes at the highest marginal rate
of taxation for the calendar year in which the Gross-up Payment is to be made,
net of the maximum reduction in federal income taxes which could be obtained
from deduction of such state and local taxes and (iii) have otherwise allowable
deductions for federal income tax purposes at least equal to the Gross-up
Payment.


Notwithstanding
the foregoing provisions of this Section 5(a), if itshall be determined that
Executive is entitled to a Gross-Up Payment, but that the Payments would not be
subject to the Excise Tax if the Payments were reduced by an amount that is
less than 5% of the portion of the Payments that would be treated as “parachute
payments” under Section 28OG of the Code, then the amounts payable to Executive
under this Agreement shall be reduced (but not below zero) to the maximum
amount that could be paid to Executive without giving rise to the Excise Tax
(the “Safe Harbor Cap”), and no Gross-Up Payment shall be made to Executive.
The reduction of the amounts payable hereunder, if applicable, shall be made by
reducing first the payments under Section 4(a)(ii), unless an alternative
method of reduction is elected by Executive. For purposes of reducing the
Payments to the Safe Harbor Cap, only amounts payable under this Agreement (and
no other Payments) shall be reduced. If the reduction of the amounts payable
hereunder would not result in a reduction of the Payments to the Safe Harbor
Cap, no amounts payable under this Agreement shall be reduced



 10
 









pursuant to this
provision.


(b) Subject to the
provisions of Section 5(a), all determinations required to be made under this
Section 5, including whether and when a Gross-Up Payment is required, the
amount of such Gross-Up Payment, the reduction of the Payments to the Safe
Harbor Cap and the assumptions to be utilized in arriving at such
determinations, shall be made by the public accounting firm that is retained by
the Company as of the date immediately prior to the Change in Control (the “Accounting
Firm”), which shall provide detailed supporting calculations both to the
Company and Executive within fifteen (15) business days of the receipt of
notice from the Company or the Executive that there has been a Payment, or such
earlier time as is requested by the Company (collectively, the “Determination”).
In the event that the Accounting Firm is serving as accountant or auditor for
the individual, entity or group effecting the Change in Control, Executive may
appoint another regionally or nationally recognized public accounting firm to
make the determinations required hereunder (which accounting firm shall then be
referred to as the Accounting Firm hereunder). All fees and expenses of the
Accounting Firm shall be borne solely by the Company and the Company shall
enter into any agreement  requested by
the Accounting Firm in connection with the performance of the services
hereunder. The Gross-up Payment under this Section 5 with respect to any Payments
shall be made no later than thirty (30) days following such Payment. If the
Accounting Firm determines that no Excise Tax is payable by Executive, it shall
furnish Executive with a written opinion to such effect, and to the effect that
failure to report the Excise Tax, if any, on Executive’s applicable federal
income tax return will not result in the imposition of a negligence or similar
penalty. In the event the Accounting Firm determines that the Payments shall be
reduced to the Safe Harbor Cap, it shall furnish Executive with a written
opinion to such effect. The Determination by the Accounting Firm shall be
binding upon the Company and Executive. As a result of the uncertainty in the
application of Section 4999 of the Code at the time of the Determination, it is
possible that Gross-Up Payments which will not have been made by theCompany
should have been made (“Underpayment”) or Gross-up Payments are made by the
Company which should not have been made (“Overpayment”), consistent with the
calculations required to be made hereunder. In the event that the Executive
thereafter is required to make payment of any Excise Tax or additional Excise
Tax, the Accounting Firm shall determine the amount of the Underpayment that
has occurred and any such Underpayment (together with interest at the rate
provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the
Company to or for the benefit of Executive. In the event the amount of the
Gross-up Payment exceeds the amount necessary to reimburse the Executive for
his Excise Tax, the Accounting Firm shall determine the amount of the
Overpayment that has



 11
 









been made and any
such Overpayment (together with interest at the rate provided in Section
1274(b)(2) of the Code) shall be promptly paid by Executive (to the extent he
has received a refund if the applicable Excise Tax has been paid to the
Internal Revenue Service) to or for the benefit of the Company. Executive shall
cooperate, to the extent his expenses are reimbursed by the Company, with any
reasonable requests by the Company in connection with any contests or disputes
with the Internal Revenue Service in connection with the Excise Tax.


6.
Withholding Taxes. The Company may withhold from all payments
due to Executive (or his beneficiary or estate) hereunder all taxes that, by applicable
federal, state, local or other law, the Company is required to withhold
therefrom.


7.
Reimbursement of Expenses. If any contest or dispute shall
arise under this Agreement involving termination of Executive’s employment with
the Company or involving the failure or refusal of the Company to perform fully
in accordance with the terms hereof, the Company shall reimburse Executive, on
a current basis, for all reasonable legal fees and expenses, if any, incurred
by Executive in connection with such contest or dispute (regardless of the
result thereof), together with interest in an amount equal to the prime rate as
published in the The Wall Street Journal
from time to time in effect, but in no event higher than the maximum legal rate
permissible under applicable law, such interest to accrue from the date the
Company receives Executive’s statement for such fees and expenses through the
date of payment thereof, regardless of whether or not Executive’s claim is
upheld by an arbitration panel.


8.
Scope of Agreement. Nothing in this Agreement shall be deemed
to entitle Executive to continued employment with the Company or its
Subsidiaries, and if Executive’s employment with the Company shall terminate
prior to a Change in Control, Executive shall have no further rights under this
Agreement (except as otherwise provided hereunder); provided, however, that any
termination of Executive’s employment during the Termination Period shall be
subject to all of the provisions of this Agreement.


9.
Successors; Binding Agreement.


(a) This Agreement
shall not be terminated by any Business Combination. In the event of any
Business Combination, the provisions of this Agreement shall be binding upon
the Surviving Corporation, and such Surviving Corporation shall be treated as
the Company hereunder.



 12
 









(b) The Company
agrees that in connection with any Business Combination, it will cause any
successor entity to the Company unconditionally to assume (and for any Parent
Corporation in such Business Combination to guarantee), by written instrument
delivered to Executive (or his beneficiary or estate), all of the obligations
of the Company hereunder. Failure of the Company to obtain such assumption and
guarantee prior to the effectiveness of any such Business Combination that
constitutes a Change in Control shall be a breach of this Agreement and shall
constitute Good Reason hereunder and shall entitle Executive to compensation
and other benefits from the Company in the same amount and on the same terms as
Executive would be entitled hereunder if Executive’s employment were terminated
following a Change in Control by reason of a Qualifying Termination. For
purposes of implementing the foregoing, the date on which any such Business
Combination becomes effective shall be deemed the date Good Reason occurs, and
shall be the Date of Termination if requested by Executive.


(c) This Agreement
shall inure to the benefit of and be enforceable by Executive’s personal or
legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees. If Executive shall die while any amounts
would be payable to Executive hereunder had Executive continued to live, all
such amounts, unless otherwise provided herein, shall be paid in accordance
with the terms of this Agreement to such person or persons appointed in writing
by Executive to receive such amounts or, if no person is so appointed, to
Executive’s estate.


10.  Notice.


(a)  For purposes of this Agreement, all notices
and other communications required or permitted hereunder shall be in writing
and shall be deemed to have been dully given when delivered or five (5) days
after deposit in the United States mail, certified and return receipt
requested, postage prepaid, addressed as follows:


	
  If to Executive:

  	
  At the address
  set forth below

  
	
   

  	
  the signatory

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  If to the
  Company:

  	
  MainSource
  Financial Group

  
	
   

  	
  201 North
  Broadway

  
	
   

  	
  Greensburg,
  Indiana 47240

  
	
   

  	
  Attn: Chairman
  of the Board

  



 


 


 



 13
 









or to such other
address as either party may have furnished to the other in writing in
accordance herewith, except that notices of change of address shall be
effective only upon receipt.


(b)    A written notice of Executive’s date of
termination by the Company or Executive, as the case may be, to the other,
shall (i) indicate the specific termination provision in this Agreement relied
upon, (ii) to the extent applicable, set forth in reasonable detail the facts
and circumstances claimed to provide a basis for termination of Executive’s
employment under the provision so indicated and (iii) specify the Date of
Termination (which date shall not be less than fifteen (15) (thirty (30), if
termination is by the Company for Disability) nor more than sixty (60) days
after the giving of such notice).  The
failure by Executive or the Company to set forth in such notice any fact or
circumstance that contributes to a showing of Good Reason or Cause shall not
waive any right of Executive or the Company hereunder or preclude Executive or
the Company from asserting such fact or circumstance in enforcing Executive’s
or the Company’s rights hereunder.


11.
Full Settlement; Resolution of Disputes.  The Company’s obligation to make any payments
provided for in this Agreement and otherwise to perform its obligations hereunder
shall be in lieu of and in full settlement of all other severance payments to
Executive under any other severance or employment agreement between Executive
and the Company, and any severance plan of the Company.  The Company’s obligations hereunder shall not
be affected by any set-off, counterclaim, recoupment, defense or other claim,
right or action that the Company may have against Executive or others.  In no event shall Executive be obligated to
seek other employment or take other action by way of mitigation of the amounts
payable to Executive under any of the provisions of this Agreement and, except
as provided in Section 4(b), such amounts shall not be reduced whether or not
Executive obtains other employment.  Any
dispute or controversy arising under or in connection with this Agreement shall
be settled exclusively by arbitration in Indianapolis, Indiana by three
arbitrators in accordance with the rules of the American Arbitration
Association then in effect.  Judgment may
be entered on the arbitrators’ award in any court having jurisdiction.  The Company shall bear all costs and expenses
arising in connection with any arbitration proceeding pursuant to this Section.


12.
Employment with Subsidiaries. Employment with the Company for



 14
 









purposes of this Agreement
shall include employment with any Subsidiary.


13.
Survival. The respective obligations and benefits afforded to
the Company and Executive as provided in Sections 4 (to the extent that
payments or benefits are owed as a result of a termination of employment that
occurs during the term of this Agreement), 5 (to the extent that Payments are
made to Executive as a result of a Change in Control that occurs during the
term of this Agreement), 6, 7, 9(c) and 11 shall survive the termination of
this Agreement.


14.
Governing Law; Validity. The interpretation, construction and
performance of this Agreement shall be governed by and construed and enforced
in accordance with the internal laws of the State of Indiana without regard to
the principle of conflicts of laws. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, which other provisions shall remain in
full force and effect.


15.
Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed to be an original and all of which together shall
constitute one and the same instrument.


16.
Miscellaneous. No provision of this Agreement may be modified
or waived unless such modification or waiver is agreed to in writing and signed
by Executive and by a duly authorized officer of the Company. No waiver by
either party hereto at any time of any breach by the other party hereto of, or
compliance with, any condition or provision of this Agreement to be performed
by such other party shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or subsequent time. Except
as set forth in Sections l(b) and l(f), the failure by Executive or the Company
to insist upon strict compliance with any provision of this Agreement or to
assert any right Executive or the Company may have hereunder shall not be
deemed to be a waiver of such provision or right or any other provision or
right of this Agreement. Except as otherwise specifically provided herein, the
rights of, and benefits payable to, Executive, his estate or his beneficiaries
pursuant to this Agreement are in addition to any rights of, or benefits
payable to, Executive, his estate or his beneficiaries under any other
employeebenefit plan or compensation program of the Company.


IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed
by a duly authorized officer of the Company and Executive has executed this
Agreement, in each case as of the day and year first set



 15
 









forth above.


	
  

  	
  MainSource Financial Group

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  James L. Saner,
  Sr., President

  
	
   

  	
   

  	
  and Chief
  Executive Officer

  
	
   

  	
   

  	
  (the “Company”)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Daryl R.
  Tressler

  
	
   

  	
   

  	
  1572 Nickolas
  Ct.

  
	
   

  	
   

  	
  Greensburg,
  Indiana 47240

  
	
   

  	
   

  	
  (“Executive”)

  



 



 16