Agreement and Plan of Merger


    

      Exhibit
        10.1

      


      


      AGREEMENT
        AND PLAN OF MERGER

      


      THIS
        AGREEMENT AND PLAN OF MERGER
        (this
        "Agreement") is dated to be effective as of August 23, 2005, by and among
        MAINSOURCE
        FINANCIAL GROUP, INC.
        ("MainSource"), UNION
        COMMUNITY BANCORP
        (“UCBC”)
        and UNION
        FEDERAL SAVINGS AND LOAN ASSOCIATION
        ("Union
        Federal").

      


      W
        I T N E
        S S E T H:

      


      WHEREAS,
        MainSource is an Indiana corporation registered as a financial holding company
        under the federal Bank Holding Company Act of 1956, as amended (the "BHC
        Act"),
        with its principal office located in Greensburg, Decatur County, Indiana;
        and

      


      WHEREAS,
        UCBC is an Indiana corporation registered as a savings and loan holding company
        under the Home Owners’ Loan Act, as amended (“HOLA”), with its principal office
        located in Crawfordsville, Montgomery County, Indiana; and 

      


      WHEREAS,
        Union Federal is a federal savings association with its principal office
        located
        in Crawfordsville, Montgomery County, Indiana, and is a wholly-owned subsidiary
        of UCBC; and

      


      WHEREAS,
        MainSource and UCBC seek to affiliate through a corporate reorganization
        whereby
        UCBC will first merge with and into MainSource and Union Federal will
        immediately thereafter merge with and into MainSource Bank - Crawfordsville
        (“Merger Corp”), a to-be-formed interim Indiana commercial bank with its
        principal offices located in Greensburg, Decatur County, Indiana, and the
        wholly-owned subsidiary of MainSource, as a result of which merger Union
        Federal
        will become a wholly owned subsidiary of MainSource; and 

      


      WHEREAS,
        the Boards of Directors of each of the parties hereto have determined that
        it is
        in the best interests of their respective corporations or banks and their
        respective shareholders to consummate the mergers provided for herein and
        have
        approved this Agreement, authorized its execution and designated this Agreement
        a plan of merger.

      


      NOW,
        THEREFORE, in consideration of the foregoing premises, the representations,
        warranties, covenants and agreements herein contained and other good and
        valuable consideration, the receipt and sufficiency of which is hereby
        acknowledged, the parties hereby make this Agreement and prescribe the terms
        and
        conditions of the merger of UCBC with and into MainSource, and the merger
        of
        Union Federal with and into Merger Corp, and the mode of carrying such mergers
        into effect as follows: 

      



      
        
          
          

        

        
          
            

          

        

        
          
          

        

      


      ARTICLE
        I

      


      THE
        COMPANY MERGER

      


      1.01. The
        Company Merger.

       

      (a)
        General
        Description.
        Upon the
        terms and subject to the conditions of this Agreement, at the Effective Time
        (as
        defined in Article X hereof), UCBC shall merge with and into and under the
        Articles of Incorporation of MainSource (the "Company Merger"). The Company
        Merger is subject to the Subsidiary Merger (as defined in Section 2.01 hereof)
        occurring immediately after the Company Merger, and if the Subsidiary Merger
        will not close immediately thereafter, the Company Merger shall not occur.
        MainSource shall survive the Company Merger (sometimes hereinafter referred
        to
        as the "Surviving Corporation") and shall continue its corporate existence
        under
        the laws of the State of Indiana pursuant to the provisions of and with the
        effect provided in the Indiana Business Corporation Law, as amended
        ("IBCL").

       

      (b)
        Name,
        Officers and Directors.
        The
        name
        of the Surviving Corporation shall be "MainSource Financial Group, Inc."
        Its
        principal office shall be located at 201 North Broadway, Greensburg, Decatur
        County, Indiana. The officers of MainSource serving at the Effective Time
        shall
        continue to serve as the officers of the Surviving Corporation, until such
        time
        as their successors shall have been duly elected and have qualified or until
        their earlier resignation, death or removal from office. The directors of
        the
        Surviving Corporation following the Effective Time shall be those individuals
        of
        MainSource serving as directors at the Effective Time until such time as
        their
        successors have been duly elected and have qualified or until their earlier
        resignation, death, or removal as a director.

       

      (c)
        Articles
        of Incorporation and By-Laws.
        The
        Articles of Incorporation and By-Laws of MainSource in existence at the
        Effective Time shall remain the Articles of Incorporation and By-Laws of
        the
        Surviving Corporation following the Effective Time, until such Articles of
        Incorporation and By-Laws shall be further amended as provided by applicable
        law.

       

      (d)
        Effect
        of the Company Merger.
        At the
        Effective Time, the title to all assets, real estate and other property owned
        by
        UCBC shall vest in Surviving Corporation as set forth in Indiana Code Section
        23-1-40-6, as amended, without reversion or impairment. At the Effective
        Time,
        all liabilities of UCBC shall be assumed by Surviving Corporation.

       

      (e)
        Integration.
        At the
        Effective Time, the parties hereto currently intend to effectuate, or cause
        to
        be effectuated, the Company Merger, pursuant to Articles of Merger,
        substantially in the form attached hereto as Exhibit
        1.01(e)(i),
        and a
        Plan of Merger substantially in the form attached hereto as Exhibit
        1.01(e)(ii).
        The
        parties agree to cooperate and it take all reasonable actions prior to or
        following the Effective Time, including executing all requisite documentation,
        as may be reasonably necessary to effect the Company Merger.

      


      1.02. Reservation
        of Right to Revise Structure.
        At
        MainSource’s election, the Company Merger may alternatively be structured so
        that (a) UCBC is merged with and into any other direct or indirect wholly
        owned
        subsidiary of MainSource or (b) any direct or indirect wholly owned subsidiary
        of MainSource is merged with and into UCBC; provided, however, that


      



      
        
          
          

        

        
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      no
        such
        change shall (x) alter or change the amount or kind of the Merger Consideration
        (as hereinafter defined) or the treatment of the holders of common stock,
        without par value, of UCBC (“UCBC Common Stock”) or options for UCBC Common
        Stock (“UCBC Stock Options”), (y) prevent the parties from obtaining the opinion
        of Bose McKinney & Evans LLP referred to in Sections 8.01 and 8.02, or (z)
        materially impede or delay consummation of the transactions contemplated
        by this
        Agreement. In the event of such an election, the parties agree to execute
        an
        appropriate amendment to this Agreement in order to reflect such
        election.

      


      ARTICLE
        II

      


      THE
        SUBSIDIARY MERGER

      


      2.01. The
        Subsidiary Merger.

       

      (a)
        General
        Description.
        Upon the
        terms and subject to the conditions of this Agreement, at the Effective Time,
        Union Federal shall merge with and into and under the Articles of Incorporation
        of Merger Corp (the “Subsidiary Merger”). Merger Corp shall survive the
        Subsidiary Merger (the “Surviving Bank”) and shall continue its corporate
        existence under the laws of the State of Indiana pursuant to the provisions
        of
        and with the effect provided in the Indiana Financial Institutions Act and
        the
        IBCL. 

       

      (b)
        Name,
        Offices, Officers and Directors.
        The name
        of the Surviving Bank shall be “MainSource Bank - Crawfordsville”. Its principal
        office shall be located at 221 East Main Street, Crawfordsville, Montgomery
        County, Indiana, and its branches shall consist of the branch offices of
        Union
        Federal as of the Effective Time. The officers of Merger Corp at the Effective
        Time shall continue to serve as the officers of the Surviving Bank until
        such
        time as their successors shall have been duly elected and have qualified
        or
        until their earlier resignation, death or removal from office. In addition,
        immediately following the Effective Time, Alan L. Grimble shall be appointed
        the
        Chairman of the Board, President, and Chief Executive Officer and J. Lee
        Walden
        shall be appointed as an executive officer of the Surviving Bank. The directors
        of the Surviving Bank following the Effective Time shall consist of Alan
        L.
        Grimble and four (4) other individuals mutually acceptable to MainSource
        and
        UCBC, until such time as their successors have been duly elected and have
        qualified or until their earlier resignation, death, or removal as a director.
        

       

      (c)
        Articles
        of Incorporation and By-Laws.
        The
        Articles of Incorporation and By-Laws of Merger Corp in existence at the
        Effective Time shall remain the Articles of Incorporation and By-Laws of
        the
        Surviving Bank following the Effective Time, until such Articles of
        Incorporation and By-Laws shall be further amended as provided by applicable
        law.

       

      (d)
        Effect
        of the Subsidiary Merger.
        At the
        Effective Time, the title to all assets, real estate and other property owned
        by
        Union Federal shall vest in Surviving Bank as set forth in Indiana Code Section
        28-1-7-19, as amended, without reversion or impairment. At the Effective
        Time,
        all liabilities of Union Federal shall be assumed by Surviving
        Bank.

       

      (e)
        Integration.
        At the
        Effective Time, the parties hereto currently intend to effectuate, or cause
        to
        be effectuated, the Subsidiary Merger, pursuant to Articles of Merger
        substantially in 

       


      
        
          
          

        

        
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      the
        form
        attached hereto as Exhibit
        2.01(e)(i)
        and an
        Agreement and Plan of Merger substantially in the form attached hereto as
        Exhibit
        2.01(e)(ii).
        The
        parties agree to cooperate and to take all reasonable actions prior to or
        following the Effective Time, including executing all requisite documentation,
        as may be reasonably necessary to effect the Subsidiary Merger. UCBC and
        Union
        Federal also agree to cooperate with MainSource and to take all reasonable
        restructuring steps for regulatory purposes, as may be reasonably requested
        by
        MainSource to effect the Company Merger and the Subsidiary Merger (collectively,
        the “Mergers”), or otherwise consolidate such legal entities to the extent
        desirable for regulatory or other reasons.

       

      2.02. Reservation
        of Right to Revise Structure.
        At
        MainSource’s election, the Subsidiary Merger may alternatively be structured so
        that (a) Union Federal is merged with and into any other direct or indirect
        wholly owned subsidiary of MainSource or (b) any direct or indirect wholly
        owned
        subsidiary of MainSource is merged with and into Union Federal; provided,
        however, that no such change shall (x) alter or change the amount or kind
        of the
        Merger Consideration or the treatment of the holders of UCBC Common Stock
        or
        UCBC Stock Options, (y) prevent the parties from obtaining the opinion of
        Bose
        McKinney & Evans LLP referred to in Sections 8.01 and 8.02, or (z)
        materially impede or delay consummation of the transactions contemplated
        by this
        Agreement. In the event of such an election, the parties agree to execute
        an
        appropriate amendment to this Agreement in order to reflect such
        election.

      


      


      ARTICLE
        III

      


      MANNER
        AND BASIS OF EXCHANGE OF STOCK

      


      3.01. Consideration.
        (a)
        Subject to the terms and conditions of this Agreement, at the Effective
        Time:

      


      (a)
        Each
        share of UCBC Common stock issued and outstanding immediately prior to the
        Effective Time (other than shares held as treasury stock of UCBC and shares
        held
        directly or indirectly by MainSource, except shares held in a fiduciary capacity
        or in satisfaction of a debt previously contracted, if any) shall become
        and be
        converted into the right to receive in accordance with this
        Article:

      


      (i)
        An
        amount of cash equal to the Purchase Price (as such amount is determined
        and
        adjusted in accordance with Section 3.02 below) divided by the number of
        shares
        of UCBC Common Stock outstanding as of the Effective Time (such amount is
        the
“Cash Consideration”), or

      


      (ii)
        Such
        number of shares of common stock, without par value, of MainSource (“MainSource
        Common Stock”) equal to the quotient (the “Exchange Ratio”) arrived at by
        dividing:

      


      
        	 	
                A.

              	
                the
                  Cash Consideration, by

              


      

      


      
        	 	
                B.

              	
                the
                  average of the per share closing prices of a share of MainSource
                  Common
                  Stock as quoted on the Nasdaq Stock Market during the ten trading
                  days
                  

              


      


      
        
          
          

        

        
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      preceding
        the fifth (5th) calendar day preceding the Effective Time (the “MainSource
        Average Stock Price”), subject to adjustment, if any, pursuant to Sections 3.02
        and 3.06 hereof (the “Stock Consideration”).

      


      The
        Cash
        Consideration and the Stock Consideration are sometimes referred to herein
        collectively as the “Merger Consideration.”

      


      (b)
        Subject to any consents required by law and Section 6.15 hereof, at the
        Effective Time, each outstanding option to purchase UCBC Common Stock (“UCBC
        Stock Option”) without any action on the part of any holder thereof, shall be
        converted into the right to receive from MainSource, at the Effective Time,
        an
        amount in cash equal to the excess of the Cash Consideration over the per
        share
        exercise price for each share of UCBC Common Stock subject to such UCBC Stock
        Option; provided, however, that the payer shall withhold from such cash payment
        those taxes required to be withheld by applicable law, if any. Each UCBC
        Stock
        Option to which this paragraph applies will be cancelled and shall cease
        to
        exist by virtue of such payment.

      


      (c)
        Each
        share of UCBC Common Stock that, immediately prior to the Effective Time,
        is
        held as treasury stock of UCBC or held directly or indirectly by MainSource
        (other than shares held in a fiduciary capacity or in satisfaction of a debt
        previously contracted) shall by virtue of the Company Merger be canceled
        and
        retired and shall cease to exist, and no exchange or payment shall be made
        therefor.

      


      3.02.
        Purchase
        Price; Adjustments to Purchase Price.

      


      (a)
        Purchase
        Price.
        Subject
        to the adjustments in this Section 3.02, the Purchase Price shall be equal
        to
        $52,993,000.

      


      (b)
        Adjustment
        Based Upon UCBC’s Consolidated Shareholders’ Equity.
        

      


      (i)
        Unless waived by MainSource pursuant to Article X of this Agreement, if as
        of
        the last business day of the month preceding the month in which the Effective
        Time occurs (the “Computation Date”)
        the UCBC
        Consolidated Shareholders’ Equity, as determined in accordance with Section
        3.02(b)(ii), is less than $30,600,000, the Purchase Price shall be reduced
        on a
        dollar-for-dollar basis by an amount equal to the difference between $30,600,000
        and the actual UCBC Consolidated Shareholders’ Equity as of the
        Computation Date determined in accordance with Section 3.02(b)(ii). If at
        the
        Computation Date UCBC’s Consolidated Shareholders’ Equity is greater than
        $31,100,000, the Purchase Price shall be increased on a dollar-for-dollar
        basis
        by an amount equal to the difference between $31,100,000 and the actual UCBC
        Consolidated Shareholders’ Equity as of the
        Computation Date determined in accordance with Section 3.02(b)(ii).


      


      (ii)
        The
        UCBC Consolidated Shareholders’ Equity shall be determined based upon the
        balance sheet of UCBC as of the
        Computation Date, prepared in accordance with generally accepted accounting
        principles consistently applied, after making adjustments for the following
        items and tax effecting those adjustments, using a 39% tax rate, where
        appropriate:


      
        
          
          

        

        
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                (A)

              	
                the
                  accrual of any fees payable to a broker or investment advisor by
                  UCBC as a
                  result of the consummation of the transactions contemplated
                  herein;

              


      

       

      
        	 	
                (B)

              	
                the
                  accrual of the payments contemplated by Section 6.19
                  hereof;

              


      

       

      
        	 	
                (C)

              	
                the
                  accrual or payment of a penalty in the amount of $1,841,840 for
                  the
                  termination of UCBC’s data processing
                  contract;

              


      

       

      
        	 	
                (D)

              	
                the
                  funding in full of the UCBC Financial Institutions Retirement Fund
                  upon
                  its termination;

              


      

       

      
        	 	
                (E)

              	
                the
                  accrual of all compensable vacation and sick days for employees
                  of UCBC as
                  of the Computation Date; and

              


      

       

      
        	 	
                (F)

              	
                the
                  accrual of an additional loan loss provision in the amount of $500,000
                  above the amount calculated in accordance with Section
                  6.03(xiv);

              


      

       

      (c)
        Adjustment Based on Market Price of MainSource Common Stock. 

      


      (i)
        If
        the MainSource Average Stock Price is less than $16.50 per share, the Exchange
        Ratio shall be equal to the Cash Consideration divided by $16.50 (as further
        adjusted pursuant to Section 3.06, as necessary).

      


      (ii)
        If
        the MainSource Average Stock Price is greater than $21.50 per share, the
        Exchange Ratio shall be equal to the Cash Consideration divided by $21.50
        (as
        further adjusted pursuant to Section 3.06, as necessary). 

      


      3.03. Fractional
        Shares.
        Notwithstanding any other provision in this Agreement, no fractional shares
        of
        MainSource Common Stock and no certificates or scrip therefor, or other evidence
        of ownership thereof, will be issued in the Company Merger; instead, MainSource
        shall pay to each holder of UCBC Common Stock who otherwise would be entitled
        to
        a fractional share of MainSource Common Stock an amount in cash (without
        interest) determined by multiplying such fraction by the MainSource Average
        Stock Price.

      


      3.04. Election
        and Proration Procedures.
        

      


      (a)
        An
        election form and letter of transmittal (the “Election Form”) shall be mailed to
        each record holder of UCBC Common Stock along with the proxy materials for
        the
        special shareholders’ meeting at which the Company Merger will be submitted to a
        vote of UCBC’s shareholders. The shareholders of UCBC entitled to receive the
        Election Form shall be those shareholders of record as of the record date
        fixed
        for the special shareholders’ meeting at which 


      
        
          
          

        

        
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      the
        Company Merger will be submitted to a vote of UCBC’s shareholders (the “Special
        Record Date”). UCBC and MainSource shall also establish a deadline for receipt
        of such Election Forms (the “Election Deadline”), which deadline shall be the
        close of business on the date of the special meeting at which the Company
        Merger
        will be submitted to a vote of UCBC’s shareholders. MainSource shall also use
        commercially reasonable efforts to provide the Election Form to shareholders
        of
        record who become such after the record date and before the Election Deadline.
        The Election Forms UCBC shall provide to MainSource shall include all
        information reasonably necessary for UCBC to perform its obligations as
        specified herein.

      


      (b)
        Each
        Election Form shall entitle the holder of shares of UCBC Common Stock
        to:

      


      (i)
        elect
        to receive the Cash Consideration for all of such holder's shares (a "Cash
        Election"); 

      


      (ii)
        elect to receive the Stock Consideration for all of such holder's shares
        (a
        "Stock Election"); 

      


      (iii)
        elect to receive the Cash Consideration with respect to some of such holder's
        shares and the Stock Consideration with respect to such holder's remaining
        shares (a "Mixed Election"); or

      


      (iv)
        make
        no election or to indicate that such holder has no preference as to the receipt
        of the Cash Consideration or the Stock Consideration (a
        "Non-Election").

      


      Shares
        of
        UCBC Common Stock as to which a Cash Election has been made (including pursuant
        to a Mixed Election) are referred to herein as "Cash Election Shares." Shares
        of
        UCBC Common Stock as to which a Stock Election has been made (including pursuant
        to a Mixed Election) are referred to herein as "Stock Election Shares." Shares
        of UCBC Common Stock as to which no election has been made are referred to
        herein as "Non-Election Shares." The aggregate number of Stock Election Shares
        and Non-Election Shares are referred to herein as the "Stock Election
        Number."

      


      (c)
        An
        election shall be duly made by completing the Election Form and any other
        required documents in accordance with the instructions set forth therein
        and
        delivering them to MainSource before 5:00 p.m., E.S.T., on the Election
        Deadline. An election shall have been properly made only if MainSource shall
        have actually received a properly completed Election Form by the Election
        Deadline. An Election Form shall be deemed properly completed only if
        accompanied by one or more certificates therefor representing UCBC Common
        Stock
        ("Certificates") (or customary affidavits and, if required by MainSource
        pursuant to Section 3.05(g), a bond as indemnity against any claim that may
        be
        made with respect to such Certificates or the guaranteed delivery of such
        Certificates) representing all shares of UCBC Common Stock covered by such
        Election Form, together with duly executed transmittal materials included
        with
        the Election Form. Subject to the terms of this Agreement and of the Election
        Form, MainSource shall have reasonable discretion to determine whether any
        election, revocation, or change has been properly or timely made and to
        disregard immaterial defects in 


      
        
          
          

        

        
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      any
        Election Form, and any good faith decisions of MainSource regarding such
        matters
        shall be binding and conclusive.

      


      (d)
        Notwithstanding any other provision contained in this Agreement, fifty-five
        percent (55%) of the total number of shares of UCBC Common Stock outstanding
        at
        the Effective Time (the "Stock Conversion Number") shall be converted into
        the
        Stock Consideration and the remaining outstanding shares of UCBC Common Stock
        shall be converted into the Cash Consideration; provided, however, that for
        federal income tax purposes, it is intended that the Mergers will qualify
        as an
        integrated plan of reorganization under the provisions of Section 368(a)(1)(A)
        of the Code and, notwithstanding anything to the contrary contained herein,
        in
        order that the aforementioned integrated plan of reorganization will not
        fail to
        satisfy continuity of interest requirements under applicable federal income
        tax
        principles relating to reorganizations under Section 368(a)(1)(A) of the
        Code,
        MainSource reserves the right to increase the number of shares of UCBC Common
        Stock that will be converted into Stock Consideration and reduce the number
        of
        shares of UCBC Common Stock that will be converted into the right to receive
        the
        Cash Consideration to ensure that the Stock Consideration will represent
        at
        least fifty percent (50%) of the value of the total of the aggregate Merger
        Consideration plus any amount treated as merger consideration for federal
        income
        tax purposes.

      


      (e)
        Within five (5) business days after the Effective Time, MainSource shall
        effect
        the allocation among holders of UCBC Common Stock of rights to receive the
        Cash
        Consideration and the Stock Consideration and to distribute such consideration
        as follows:

      


      (i)
        if
        the Stock Election Number equals the Stock Conversion Number, then (A) all
        Cash
        Election Shares shall be converted into the right to receive the Cash
        Consideration, and (B) all Stock Election Shares and Non-Election Shares
        shall
        be converted into the right to receive the Stock Consideration; 

      


      (ii)
        if
        the Stock Election Number is less than the Stock Conversion Number, the Cash
        Elections shall be eliminated (each in its entirety) and converted to Stock
        Elections (each in its entirety) by first eliminating and converting the
        Cash
        Election which covers the smallest number of shares of UCBC Common Stock,
        and
        then eliminating and converting the Cash Election which covers the next smallest
        number of shares and continuing this process until the total remaining number
        of
        outstanding UCBC shares covered by Cash Elections is such that fifty-five
        percent (55%) of the total number of shares of UCBC Common Stock outstanding
        at
        the Effective Time shall be converted into the Stock Consideration, subject
        to
        MainSource’s reserved right in Section 3.04(d) to increase the number of shares
        of UCBC Common Stock that will be converted into Stock Consideration to ensure
        that the Company Merger is a tax-free reorganization; and 

      


      (iii)
        if
        the Stock Election Number exceeds the Stock Conversion Number, the Non-Elections
        shall be eliminated (each in its entirety) and converted to Cash Elections
        (each
        in its entirety) by first eliminating and converting the Non-Election which
        covers the smallest number of shares of UCBC Common Stock, and then eliminating
        and converting the Non-Election which covers the next smallest number of
        shares
        and continuing this process until either all Non-Elections are converted
        into
        the Cash Consideration or the total remaining number of 


      
        
          
          

        

        
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      outstanding
        UCBC shares covered by Non-Elections (when added to all Stock Elections)
        is such
        that 55% of the total number of shares of UCBC Common Stock outstanding at
        the
        Effective Time shall be converted into the Stock Consideration, subject to
        MainSource’s reserved right in Section 3.04(d) to increase the number of shares
        of UCBC Common Stock that will be converted into Stock Consideration to ensure
        that the Company Merger is a tax-free reorganization. In the event that,
        following the elimination and conversion of all Non-Elections to Cash Elections,
        the Stock Election Number still exceeds the Stock Conversion Number, the
        Stock
        Elections will be eliminated (each in its entirety) and converted to Cash
        Elections (each in its entirety) in the same manner as the Non-Elections
        in this
        Section 3.04(e)(iii), until such time as the total remaining number of UCBC
        Common Shares covered by Stock Elections is such that 55% of the total number
        of
        shares of UCBC Common Stock outstanding at the Effective Time shall be converted
        into the Stock Consideration, subject to MainSource’s reserved right in Section
        3.04(d), as provided herein.

      


      For
        purposes of this Section 3.04(e), if MainSource is obligated to increase
        the
        number of shares of UCBC Common Stock to be converted into shares of MainSource
        Common Stock as a result of the application of the last clause of Section
        3.04(d) hereof, then the higher number shall be substituted for the Stock
        Conversion Number in the calculations set forth in this Section
        3.04(e).

      


      (f)
        Notwithstanding anything to the contrary in this Section 3.04, if (i) a
        shareholder of UCBC certifies in writing at the time of filing a Cash Election
        for all of his shares (the "Certifying Cash Elector"), that his outstanding
        UCBC
        shares are deemed to be constructively owned by another shareholder of UCBC
        (the
        "Constructive Owner") under the provisions of Section 318(a) of the Code,
        and
        (ii) the Constructive Owner has filed a valid Cash Election, then the elections
        of the Certifying Cash Elector or Electors and the Constructive Owner or
        Owners
        shall be treated as a single election, and their shares shall be aggregated
        for
        purposes of determining priority for conversion into cash.

      


      (g)
        A
        holder of UCBC's shares that is a bank, trust company, security broker-dealer
        or
        other recognized nominee, may submit one or more Election Forms for the persons
        for whom it holds shares as nominee provided that such bank, trust company,
        security broker-dealer or nominee certifies to the satisfaction of UCBC and
        MainSource the names of the persons for whom it is so holding shares (the
        "Beneficial Owners"). In such case, each Beneficial Owner for whom an Election
        Form is submitted shall be treated as a separate owner for purposes of the
        election procedure and allocation of shares set forth herein.

      


      3.05. Exchange
        Procedures.

      


      (a)
        Distributions by MainSource of the Merger Consideration shall be made in
        accordance with Section 3.04. At and after the Effective Time, each certificate
        representing shares of UCBC Common Stock shall represent only the right to
        receive the Merger Consideration in accordance with the terms of this
        Agreement.

      


      (b)
        At or
        prior to the Effective Time, MainSource shall reserve a sufficient number
        of
        shares of MainSource Common Stock to be issued as part of the Merger
        Consideration and shall 


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


      deposit
        with MainSource Bank an estimated amount of cash to be issued as part of
        the
        Merger Consideration.

      


      (c)
        MainSource shall cause a certificate representing that number of whole shares
        of
        MainSource Common Stock that each holder of UCBC Common Stock has the right
        to
        receive pursuant to Section 3.04, if any, and a check in the amount of any
        cash
        that such holder has the right to receive pursuant to Section 3.04, if any,
        including any cash in lieu of fractional shares, or dividends or distributions
        which such person shall be entitled to receive, to be delivered to such
        shareholder upon delivery (if not previously delivered) to MainSource of
        certificates representing such shares of UCBC Common Stock ("Old Certificates")
        (or bond as indemnity satisfactory to MainSource if any of such certificates
        are
        lost, stolen or destroyed) owned by such shareholder. No interest will be
        paid
        on any Merger Consideration that any such person shall be entitled to receive
        pursuant to this Article III upon such delivery.

      


      (d)
        No
        dividends or other distributions on MainSource Common Stock with a record
        date
        occurring after the Effective Time shall be paid to the holder of any
        unsurrendered Old Certificate representing shares of UCBC Common Stock converted
        in the Company Merger into the right to receive shares of such MainSource
        Common
        Stock until the holder thereof surrenders such Old Certificates in accordance
        with this Section 3.05. After becoming so entitled in accordance with this
        Section 3.05, the record holder thereof also shall be entitled to receive
        any
        such dividends or other distributions, without any interest thereon, which
        theretofore had become payable with respect to shares of MainSource Common
        Stock
        such holder had the right to receive upon surrender of the Old
        Certificate.

      


      (e)
        The
        stock transfer books of UCBC shall be closed immediately upon the Effective
        Time
        and from and after the Effective Time there shall be no transfers on the
        stock
        transfer records of UCBC of any shares of UCBC Common Stock. If, after the
        Effective Time, Old Certificates are presented to MainSource, they shall
        be
        canceled and exchanged for the Merger Consideration deliverable in respect
        thereof pursuant to this Agreement in accordance with the procedures set
        forth
        in this Section 3.05.

      


      (f)
        MainSource shall be entitled to rely upon UCBC's stock transfer books to
        establish the identity of those persons entitled to receive the Merger
        Consideration, which books shall be conclusive with respect thereto. In the
        event of a dispute with respect to ownership of stock represented by any
        Certificate, MainSource shall be entitled to deposit any Merger Consideration
        represented thereby in escrow with an independent third party and thereafter
        be
        relieved with respect to any claims thereto.

      


      (g)
        If
        any Old Certificate shall have been lost, stolen, or destroyed, upon the
        making
        of an affidavit of that fact by the person claiming such Old Certificate
        to be
        lost, stolen, or destroyed and, if required by MainSource, the posting by
        such
        person of a bond in such amount as MainSource may reasonably direct as indemnity
        against any claim that may be made against it with respect to such Old
        Certificate, MainSource will issue in exchange for such lost, stolen, or
        destroyed Old Certificate the Merger Consideration deliverable in respect
        thereof pursuant to Section 3.04 hereof.


      
        
          
          

        

        
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      (h)
        Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto
        shall be liable to any former holder of UCBC Common Stock for any amount
        properly delivered to a public official pursuant to applicable abandoned
        property, escheat or similar laws.

      


      3.06. Anti-Dilution
        Adjustments.
        Should
        MainSource change (or establish a record date for changing) the number of
        shares
        of MainSource Common Stock issued and outstanding prior to the Effective
        Time by
        way of a stock split, stock dividend, recapitalization or similar transaction
        with respect to the outstanding MainSource Common Stock, and the record date
        therefor shall be prior to the Effective Time, the Stock Consideration
        shall
        be
        adjusted so the shareholders shall receive, in the aggregate, such number
        of
        shares of MainSource Common Stock representing the same percentage of
        outstanding shares of MainSource Common Stock at the Effective Time as would
        have been represented by the number of shares of MainSource Common Stock
        the
        shareholders of UCBC would have received if any of the foregoing actions
        had not
        occurred.

      


      3.07. Exchange
        Agent.
        UCBC
        and MainSource agree that Registrar and Transfer Company shall be appointed
        to
        act as agent (the “Exchange Agent”) for purposes of mailing and receiving the
        Election Forms, tabulating the results and distributing the Merger Consideration
        pursuant to the terms and conditions of this Agreement.

      


      


      ARTICLE
        IV

      


      REPRESENTATIONS
        AND WARRANTIES OF UCBC

      


      On
        or
        prior to the date hereof, UCBC has delivered to MainSource a schedule (the
        "Disclosure Schedule") setting forth, among other things, items the disclosure
        of which is necessary or appropriate either in response to an express disclosure
        requirement contained in a provision hereof or as an exception to one or
        more
        representations or warranties contained in this Article IV or to one or more
        of
        its covenants contained in Article VI; provided that the mere inclusion of
        an
        item in the Disclosure Schedule as an exception to a representation or warranty
        shall not be deemed an admission by UCBC that such item represents a material
        exception or fact, event or circumstance or that such item is reasonably
        likely
        to result in a Material Adverse Effect (as defined below).

      


      For
        the
        purpose of this Agreement, and in relation to UCBC, a "Material Adverse Effect"
        means any effect that (i) is material and adverse to the financial position,
        results of operations or business of UCBC and its subsidiaries taken as a
        whole,
        or (ii) would materially impair the ability of UCBC to perform its obligations
        under this Agreement or otherwise materially threaten or materially impede
        the
        consummation of the Mergers and the other transactions contemplated by this
        Agreement; provided, however, that Material Adverse Effect shall not be deemed
        to include the impact of (a) changes in banking and similar laws of general
        applicability to banks or savings associations or their holding companies
        or
        interpretations thereof by courts or governmental authorities, (b) changes
        in
        generally accepted accounting principles or regulatory accounting requirements
        applicable to banks, savings associations, or their holding companies generally,
        (c) any modifications or changes to valuation policies and practices in
        connection with


      
        
          
          

        

        
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      the
        Mergers or restructuring charges taken in connection with the Mergers, in
        each
        case in accordance with generally accepted accounting principles, (d) effects
        of
        any action taken with the prior written consent of MainSource, (e) changes
        in
        the general level of interest rates (including the impact on UCBC’s or Union
        Federal’s securities portfolios) or conditions or circumstances relating to or
        that affect the United States economy, financial or securities markets or
        the
        banking industry, generally, (f) reasonable and customary expenses incurred
        in
        connection with the Mergers and all expenses related to any employment or
        severance contract as provided in Section 6.19 and 7.05 of this Agreement
        and
        any benefit or retirement plan disclosed on the Disclosure Schedule, (g)
        the
        impact of the announcement of this Agreement and the transactions contemplated
        hereby, and compliance with this Agreement on the business, financial condition
        or results of operations of UCBC or Union Federal, and (h) the occurrence
        of any
        military or terrorist attack within the United States or any of its possessions
        or offices.

      


      For
        the
        purpose of this Agreement, and in relation to UCBC, "knowledge" means the
        actual
        knowledge of any officer or director of UCBC or any of its subsidiaries and
        any
        other person having supervisory or management responsibilities with respect
        to
        material aspects of the operation of the business of UCBC or its subsidiaries
        of
        a particular fact.

      


      Accordingly,
        UCBC and Union Federal hereby represent and warrant to MainSource as follows:
        

      


      4.01. Organization
        and Authority.
        (a)
        UCBC is a corporation duly organized and validly existing under the laws
        of the
        state of Indiana and is a registered savings and loan holding company under
        the
        HOLA. UCBC has full power and authority (corporate and otherwise) to own
        and
        lease its properties as presently owned and leased and to conduct its business
        in the manner and by the means utilized as of the date hereof. Union Federal
        is
        UCBC’s only direct or indirect subsidiary and except as set forth on the
        Disclosure Schedule, UCBC owns no voting stock or equity securities of any
        corporation, partnership, association or other entity. 

      


      (b)
        Union
        Federal is a federal savings association duly incorporated and organized
        and
        existing pursuant to the laws of the United States. Union Federal has full
        power
        and authority (corporate and otherwise) to own and lease its properties as
        presently owned and leased and to conduct its business in the manner and
        by the
        means utilized as of the date hereof. Except as set forth on the Disclosure
        Schedule, Union Federal has no subsidiaries and owns no voting stock or equity
        securities of any corporation, partnership, association or other
        entity.

      


      4.02. Authorization.
        (a)
        UCBC has the requisite corporate power and authority to enter into this
        Agreement and to perform its obligations hereunder, subject to the fulfillment
        of the conditions precedent set forth in Sections 8.02(d), (e) and (f) hereof.
        As of the date hereof, UCBC is not aware of any reason why the approvals
        set
        forth in Section 8.02(e) will not be received in a timely manner and without
        the
        imposition of a condition, restriction or requirement of the type described
        in
        Section 8.02(e). This Agreement and its execution and delivery by UCBC have
        been
        duly authorized and approved by the Board of Directors of UCBC and, assuming
        due
        execution and delivery by MainSource, constitutes a valid and binding obligation
        of UCBC, subject to the fulfillment of the conditions precedent set forth
        in
        Section 8.02 hereof, and is enforceable in accordance with its terms, except
        to
        the extent limited by general principles 


      
        
          
          

        

        
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      of
        equity
        and public policy and by bankruptcy, insolvency, fraudulent transfer,
        reorganization, liquidation, moratorium, readjustment of debt or other laws
        of
        general application relating to or affecting the enforcement of creditors'
        rights.

      


      (b)
        Neither the execution of this Agreement nor consummation of the Mergers
        contemplated hereby: (i) conflicts with or violates the Articles of
        Incorporation or By-Laws of UCBC or the Charter or Bylaws of Union Federal;
        (ii)
        conflicts with or violates in any material respect any local, state, federal
        or
        foreign law, statute, ordinance, rule or regulation (provided that the approvals
        of or filings with applicable government regulatory agencies or authorities
        required for consummation of the Mergers are obtained) or any court or
        administrative judgment, order, injunction, writ or decree; (iii) conflicts
        with, results in a breach of or constitutes a default under any note, bond,
        indenture, mortgage, deed of trust, license, lease, contract, agreement,
        arrangement, commitment or other instrument to which UCBC or Union Federal
        is a
        party or by which UCBC or Union Federal is subject or bound; (iv) results
        in the
        creation of or gives any person, corporation or entity the right to create
        any
        lien, charge, claim, encumbrance or security interest, or results in the
        creation of any other rights or claims of any other party (other than
        MainSource) or any other adverse interest, upon any right, property or asset
        of
        UCBC or Union Federal which would be material to UCBC; or (v) terminates
        or
        gives any person, corporation or entity the right to terminate, accelerate,
        amend, modify or refuse to perform under any note, bond, indenture, mortgage,
        agreement, contract, lease, license, arrangement, deed of trust, commitment
        or
        other instrument to which UCBC or Union Federal is bound or with respect
        to
        which UCBC or Union Federal is to perform any duties or obligations or receive
        any rights or benefits.

      


      (c)
        Other
        than in connection or in compliance with the provisions of the applicable
        federal and state banking, securities, antitrust and corporation statutes,
        all
        as amended, and the rules and regulations promulgated thereunder, no notice
        to,
        filing with, exemption by or consent, authorization or approval of any
        governmental agency or body is necessary for consummation of the Mergers
        by UCBC
        or Union Federal.

      


      4.03. Capitalization.
        (a) The
        authorized capital stock of UCBC as of the date hereof consists, and at the
        Effective Time will consist, of 5,000,000 shares of UCBC Common
        Stock, 1,939,000 of which shares are issued and outstanding, and 2,000,000
        shares of preferred stock, no par value, none of which preferred shares are
        issued and outstanding. Such issued and outstanding shares of UCBC Common
        Stock
        have been duly and validly authorized by all necessary corporate action of
        UCBC,
        are validly issued, fully paid and nonassessable and have not been issued
        in
        violation of any pre-emptive rights of any present or former UCBC shareholder.
        Except as set forth in the Disclosure Schedule, UCBC has no capital stock
        authorized, issued or outstanding other than as described in this Section
        4.03(a) and has no intention or obligation to authorize or issue any other
        capital stock or any additional shares of UCBC Common Stock. Each share of
        UCBC
        Common Stock is entitled to one vote per share. A description of the UCBC
        Common
        Stock is contained in the Articles of Incorporation of UCBC, as set forth
        in the
        Disclosure Schedule pursuant to Section 4.04 hereof.

      


      (b)
        The
        authorized capital stock of Union Federal as of the date hereof consists,
        and at
        the Effective Time will consist, of 1,000 shares of common stock, $.01 par
        value
        per share, all of 


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      


      which
        shares are validly issued and outstanding (such issued and outstanding shares
        are referred to herein as "Union Federal Common Stock"). Such validly issued
        and
        outstanding shares of Union Federal Common Stock have been duly and validly
        authorized by all necessary corporate action of Union Federal, are validly
        issued, fully paid and nonassessable, and have not been issued in violation
        of
        any pre-emptive rights of any present or former Union Federal stockholder.
        All
        of the issued and outstanding shares of Union Federal Common Stock are owned
        by
        UCBC free and clear of all liens, pledges, charges, claims, encumbrances,
        restrictions, security interests, options and pre-emptive rights and of all
        other rights or claims of any other person, corporation or entity with respect
        thereto. Union Federal has no capital stock authorized, issued or outstanding
        other than as described in this Section 4.03(b) and has no intention or
        obligation to authorize or issue any other capital stock or any additional
        shares of Union Federal Common Stock. 

      


      (c)
        Except as set forth in the Disclosure Schedule, there are no options, warrants,
        commitments, calls, puts, agreements, understandings, arrangements or
        subscription rights relating to any shares of UCBC Common Stock or Union
        Federal
        Common Stock, or any securities convertible into or representing the right
        to
        purchase or otherwise acquire any common stock or debt securities of UCBC
        or
        Union Federal, by which UCBC is or may become bound. UCBC does not have any
        outstanding contractual or other obligation to repurchase, redeem or otherwise
        acquire any of the issued and outstanding shares of UCBC Common Stock. To
        the
        knowledge of UCBC and Union Federal, there are no voting trusts, voting
        arrangements, buy-sell agreements or similar arrangements affecting the capital
        stock of either of them.

      


      (d)
        Except as set forth in the Disclosure Schedule, UCBC has no knowledge of
        any
        person or entity which beneficially owns 5% or more of its outstanding shares
        of
        common stock.

      


      


      4.04. Organizational
        Documents.
        The
        Articles of Incorporation and By-Laws of UCBC and the Charter and By-Laws
        of
        Union Federal, representing true, accurate and complete copies of such corporate
        documents in effect as of the date of this Agreement, have been delivered
        to
        MainSource and are included in the Disclosure Schedule.

      


      4.05. Compliance
        with Law.
        (a)
        Neither UCBC nor Union Federal has engaged in any activity or taken or omitted
        to take any action which has resulted in the violation of any local, state,
        federal or foreign law, statute, regulation, rule, ordinance, order, restriction
        or requirement, and neither is in violation of any order, injunction, judgment,
        writ or decree of any court or government agency or body, except where such
        activity, omission to act or violation would not have a Material Adverse
        Effect.
        UCBC and Union Federal possess and hold all licenses, franchises, permits,
        certificates and other authorizations necessary for the continued conduct
        of
        their business without interference or interruption, and such licenses,
        franchises, permits, certificates and authorizations are transferable (to
        the
        extent required) to MainSource or to Merger Corp at the Effective Time without
        any restrictions or limitations thereon or the need to obtain any consents
        of
        government agencies or other third parties other than as set forth in this
        Agreement.

      


      (b)
        All
        agreements, understandings and commitments with, and all orders and directives
        


      
        
          
          

        

        
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      of,
        all
        government regulatory agencies or authorities with respect to the financial
        condition, results of operations, business, assets or capital of UCBC or
        Union
        Federal which presently are binding upon or require action by, or at any
        time
        during the last five (5) years have been binding upon or have required action
        by, UCBC or Union Federal, including, without limitation, all correspondence,
        written communications and written commitments related thereto, are set forth
        in
        the Disclosure Schedule. There are no refunds or restitutions required to
        be
        paid as a result of any criticism of any regulatory agency or body cited
        in any
        examination report of UCBC or Union Federal as a result of an examination
        by any
        regulatory agency or body, or set forth in any accountant's or auditor's
        report
        to UCBC or Union Federal.

      


      (c)
        All
        of the existing offices and branches of Union Federal have been legally
        authorized and established in accordance with all applicable federal, state
        and
        local laws, statutes, regulations, rules, ordinances, orders, restrictions
        and
        requirements, except such as would not have a Material Adverse Effect. Union
        Federal has no approved but unopened offices or branches.

      


      4.06. Accuracy
        of Statements Made and Materials Provided to MainSource.
        No
        representation, warranty or other statement made, or any information provided,
        by UCBC or Union Federal in this Agreement or the Disclosure Schedule (and
        any
        update thereto) and no written information which has been or shall be supplied
        by UCBC or Union Federal with respect to its financial condition, results
        of
        operations, business, assets, capital or directors and officers for inclusion
        in
        the proxy statement-prospectus relating to the Mergers, contains or shall
        contain (in the case of information relating to the proxy statement-prospectus
        at the time it is first mailed to UCBC's shareholders) any untrue statement
        of
        material fact or omits or shall omit to state a material fact necessary to
        make
        the statements contained herein or therein, in light of the circumstances
        in
        which they are made, not false or misleading, except that no representation
        or
        warranty has been made by UCBC or Union Federal with respect to statements
        made
        or incorporated by reference in the Form S-4 or the proxy statement-prospectus
        therein based on information supplied by MainSource specifically for inclusion
        or incorporation by reference in the Form S-4 or the proxy statement-prospectus
        therein.

      


      4.07. Litigation
        and Pending Proceedings.
        Except
        as set forth in the Disclosure Schedule: 

      


      (a)
        There
        are no material claims, actions, suits, proceedings, mediations, arbitrations
        or
        investigations pending or, to the knowledge of UCBC or Union Federal, threatened
        in any court or before any government agency or authority, arbitration panel
        or
        otherwise (nor does UCBC or Union Federal have any knowledge of a basis for
        any
        such claim, action, suit, proceeding, litigation, arbitration or investigation)
        against UCBC or Union Federal. 

      


      (b)
        Neither UCBC nor Union Federal is: (i) subject to any material outstanding
        judgment, order, writ, injunction or decree of any court, arbitration panel
        or
        governmental agency or authority; (ii) presently charged with or, to the
        knowledge of UCBC or Union Federal, under governmental investigation with
        respect to any actual or alleged material violations of any law, statute,
        rule,
        regulation or ordinance; or (iii) the subject of any pending or, to the
        knowledge of UCBC or Union Federal, threatened proceeding by any government
        regulatory agency or 


      
        
          
          

        

        
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      authority
        having jurisdiction over their respective business, assets, capital, properties
        or operations.

      


      4.08. Financial
        Statements and Reports.
        (a)
        UCBC has delivered to MainSource copies of the following financial statements
        and reports of UCBC and Union Federal, including the notes thereto
        (collectively, the "UCBC Financial Statements"):

      


      (i)
        Consolidated Balance Sheets and the related Consolidated Statements of Income
        and Consolidated Statements of Changes in Shareholders' Equity of UCBC as
        of and
        for the fiscal years ended December 31, 2004 and 2003 and as of and for the
        six
        months ended June 30, 2005;

      


      (ii)
        Consolidated Statements of Cash Flows of UCBC for the fiscal years ended
        December 31, 2004 and 2003 and for the six months ended June 30,
        2005;

      


      (iii)
        Thrift financial Reports ("TFRs") for Union Federal as of the close of business
        on December 31, 2004 and 2003 and for the six months ended June 30,
        2005;

      


      (b)
        The
        UCBC Financial Statements present fairly the consolidated financial position
        of
        UCBC as of and at the dates shown and the consolidated results of operations
        for
        the periods covered thereby and to the knowledge of UCBC and Union Federal
        are
        complete, correct, represent bona fide transactions, and have been prepared
        from
        the books and records of UCBC and its subsidiaries. The UCBC Financial
        Statements described in clauses (i) and (ii) above for completed fiscal years
        are audited financial statements and have been prepared in conformance with
        generally accepted accounting principles applied on a consistent basis, except
        as may otherwise be indicated in any accountants' notes or reports with respect
        to such financial statements.

      


      (c)
        Since
        June 30, 2005 on a consolidated basis UCBC and its subsidiaries have not
        incurred any material liability other than in the ordinary course of business
        consistent with past practice.

      


      4.09. Properties,
        Contracts, Employees and Other Agreements.
        (a) Set
        forth in the Disclosure Schedule are true, accurate and complete copies of
        the
        following:

      


      (i)
        A
        brief description and the location of all real property owned by UCBC or
        Union
        Federal (other than Other Real Estate Owned (“OREO”)) and the principal
        buildings and structures located thereon, together with a legal description
        of
        such real property and, within forty-five (45) days of the date of this
        Agreement, at MainSource’s expense, a title insurance policy insuring the same
        and a survey drawing of each parcel of real property owned by UCBC or Union
        Federal, and each lease of real property to which UCBC or Union Federal is
        a
        party, identifying the parties thereto, the annual rental payable, the
        expiration date of the lease and a brief description of the property
        covered;

      


      (ii)
        All
        conditional sales contracts or other title retention agreements relating
        to UCBC
        or Union Federal and agreements for the purchase of federal funds;



      
        
          
          

        

        
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      (iii)
        All
        agreements, contracts, leases, licenses, lines of credit, understandings,
        commitments or obligations of UCBC or Union Federal which individually or
        in the
        aggregate:

      


      
        	 	
                (A)
                  

              	
                involve
                  payment or receipt by UCBC or Union Federal (other than as disbursements
                  of loan proceeds to customers, loan payments by customers or customer
                  deposits) of more than $25,000;

              


      

      


      
        	 	
                (B)
                  

              	
                involve
                  payments based on profits of UCBC or Union Federal;
                  

              


      

      


      
        	 	
                (C)
                  

              	
                relate
                  to the purchase of goods, products, supplies or services in excess
                  of
                  $15,000;

              


      

      


      
        	 	
                (D)
                  

              	
                were
                  not made in the ordinary course of business;


              


      

      


      
        	 	
                (E)
                  

              	
                may
                  not be terminated without penalty at will or upon notice of ninety
                  (90)
                  days or less; or

              


      

      


      
        	 	
                (F)
                  

              	
                involve
                  the employment of, or payment to, any present or former directors,
                  officers, employees or consultants relating to their services as
                  such with
                  UCBC; and 

              


      

      


      (iv)
        The
        name and current annual salary of each director, officer and employee of
        UCBC or
        Union Federal whose current annual salary is in excess of $50,000, and the
        profit sharing, bonus or other form of compensation (other than salary) paid
        or
        payable by UCBC or Union Federal to or for the benefit of each such person
        for
        the fiscal year ended December 31, 2004, and any employment, severance or
        deferred compensation agreement or arrangement with respect to each such
        person.

      


      (b)
        UCBC
        has, prior to the date of this Agreement, provided or given access to MainSource
        to the files and documentation of all borrowers of Union Federal, or persons
        or
        entities that are or may become obligated to Union Federal under an existing
        letter of credit, line of credit, loan transaction, loan agreement, promissory
        note or other commitment of Union Federal, in excess of $15,000 individually
        or
        in the aggregate, whether in principal, interest or otherwise, and including
        all
        guarantors of such indebtedness. 

      


      (c)
        Each
        of the agreements, contracts, commitments, leases, instruments and documents
        set
        forth in the Disclosure Schedule relating to this Section 4.09 is valid and
        enforceable in accordance with its terms, except to the extent limited by
        general principles of equity and public policy or by bankruptcy, insolvency,
        fraudulent transfer, readjustment of debt or other laws of general application
        relative to or affecting the enforcement of creditor's rights. UCBC and Union
        Federal is, and to its knowledge, all other parties thereto are, in material
        compliance with the provisions thereof, and neither UCBC nor Union Federal
        is,
        and to its knowledge, no other party thereto is, in default in the performance,
        observance or fulfillment of any material obligation, covenant or provision
        contained therein. Except as set forth in the Disclosure Schedule, none of
        the
        foregoing requires the consent of any party to its assignment in connection
        with
        the Mergers 


      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      


      contemplated
        by this Agreement. Other than as disclosed pursuant to this Section 4.09,
        to the
        knowledge of UCBC or Union Federal, no circumstances exist resulting from
        transactions effected or to be effected, from events which have occurred
        or may
        occur or from any action taken or omitted to be taken which could reasonably
        be
        expected to result in the creation of any agreement, contract, obligation,
        commitment, arrangement, lease or document described in or contemplated by
        this
        Section 4.09.

      


      (d)
        Neither UCBC nor Union Federal is in material default under or in material
        breach of or, to the knowledge of UCBC or Union Federal, alleged to be in
        material default under or in material breach of, any loan or credit agreement,
        conditional sales contract or other title retention agreement, security
        agreement, bond, indenture, mortgage, license, contract, lease, commitment
        or
        any other instrument or obligation. 

      


      4.10. Absence
        of Undisclosed Liabilities.
        Except
        as provided in the UCBC Financial Statements and in the Disclosure Schedule,
        except for unfunded loan commitments and obligations on letters of credit
        to
        customers of Union Federal made in the ordinary course of business, except
        for
        trade payables incurred in the ordinary course of Union Federal’s business, and
        except for the transactions contemplated by this Agreement and obligations
        for
        services rendered pursuant thereto, neither UCBC nor Union Federal has, nor
        will
        have at the Effective Time, any obligation, agreement, contract, commitment,
        liability, lease or license which exceeds $25,000 individually, or any
        obligation, agreement, contract, commitment, liability, lease or license
        made
        outside of the ordinary course of business, nor does there exist any
        circumstances resulting from transactions effected or events occurring on
        or
        prior to the date of this Agreement or from any action omitted to be taken
        during such period which could reasonably be expected to result in any such
        obligation, agreement, contract, commitment, liability, lease or license.
        Neither UCBC nor Union Federal is delinquent in the payment of any amount
        due
        pursuant to any trade payable, and each has properly accrued for such payables
        in accordance with generally accepted accounting principles.

      


      4.11. Title
        to Assets.
        Except
        as described in this Section 4.11 or the Disclosure Schedule: 

      


      (a)
        UCBC
        or Union Federal, as the case may be, has good and marketable title in fee
        simple absolute to all real property (including, without limitation, all
        real
        property used as bank premises and all other real estate owned) which is
        reflected in the UCBC Financial Statements as of June 30, 2005; good and
        marketable title to all personal property reflected in the UCBC Financial
        Statements as of June 30, 2005, other than personal property disposed of
        in the
        ordinary course of business since June 30, 2005; good and marketable title
        to or
        right to use by valid and enforceable lease or contract all other properties
        and
        assets (whether real or personal, tangible or intangible) which UCBC or Union
        Federal purports to own or which UCBC or Union Federal uses in its respective
        business; good and marketable title to, or right to use by terms of a valid
        and
        enforceable lease or contract, all other property used in its respective
        business; and good and marketable title to all property and assets acquired
        and
        not disposed of or leased since June 30, 2005. All of such properties and
        assets
        are owned by UCBC or Union Federal free and clear of all land or conditional
        sales contracts, mortgages, liens, pledges, restrictions, security interests,
        charges, claims, rights of third parties or encumbrances of any nature except:
        (i) as set 


      
        
          
          

        

        
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      forth
        in
        the Disclosure Schedule; (ii) as specifically noted in reasonable detail
        in the
        UCBC Financial Statements; (iii) statutory liens for taxes not yet delinquent
        or
        being contested in good faith by appropriate proceedings; (iv) pledges or
        liens
        required to be granted in connection with the acceptance of government deposits
        or granted in connection with repurchase or reverse repurchase agreements;
        and
        (v) easements, encumbrances and liens of record, imperfections of title and
        other limitations which are not material in amounts to UCBC on a consolidated
        basis and which do not materially detract from the value or materially interfere
        with the present or contemplated use of any of the properties subject thereto
        or
        otherwise materially impair the use thereof for the purposes for which they
        are
        held or used. All real property owned or leased by UCBC or Union Federal
        is in
        compliance with all applicable zoning and land use laws. All real property,
        machinery, equipment, furniture and fixtures owned or leased by UCBC or Union
        Federal is structurally sound, in good operating condition and has been and
        is
        being maintained and repaired in the ordinary condition of
        business.

      


      (b)
        With
        respect to all real property presently or formerly owned, leased or used
        by UCBC
        or Union Federal, UCBC and Union Federal and to UCBC’s knowledge each of the
        prior owners, have conducted their respective business in compliance with
        all
        federal, state, county and municipal laws, statutes, regulations, rules,
        ordinances, orders, directives, restrictions and requirements relating to,
        without limitation, responsible property transfer, underground storage tanks,
        petroleum products, air pollutants, water pollutants or storm water or process
        waste water or otherwise relating to the environment, air, water, soil or
        toxic
        or hazardous substances or to the manufacturing, recycling, handling,
        processing, distribution, use, generation, treatment, storage, disposal or
        transport of any hazardous or toxic substances or petroleum products (including
        polychlorinated biphenyls, whether contained or uncontained, and
        asbestos-containing materials, whether friable or not), including, without
        limitation, the Federal Solid Waste Disposal Act, the Hazardous and Solid
        Waste
        Amendments, the Federal Clean Air Act, the Federal Clean Water Act, the
        Occupational Health and Safety Act, the Federal Resource Conservation and
        Recovery Act, the Toxic Substances Control Act, the Federal Comprehensive
        Environmental Response, Compensation and Liability Act of 1980 and the Superfund
        Amendments and Reauthorization Act of 1986, all as amended, and regulations
        of
        the Environmental Protection Agency, the Nuclear Regulatory Agency, the Army
        Corp of Engineers, the Department of Interior, the United States Fish and
        Wildlife Service and any state department of natural resources or state
        environmental protection agency now or at any time thereafter in effect
        (collectively, "Environmental Laws"). There are no pending or, to the knowledge
        of UCBC or Union Federal, threatened, claims, actions or proceedings by any
        local municipality, sewage district or other governmental entity against
        UCBC or
        Union Federal with respect to the Environmental Laws, and to UCBC’s knowledge
        there is no reasonable basis or grounds for any such claim, action or
        proceeding. No environmental clearances or other governmental approvals are
        required for the conduct of the business of UCBC or Union Federal or the
        consummation of the Mergers contemplated hereby. To UCBC’s knowledge, neither
        UCBC nor Union Federal is the owner, or has been in the chain of title or
        the
        operator or lessee, of any property on which any substances have been used,
        stored, deposited, treated, recycled or disposed of, which substances if
        known
        to be present on, at or under such property would require clean-up, removal,
        treatment, abatement, response costs, or any other remedial action under
        any
        Environmental Law. To UCBC’s knowledge, neither UCBC nor Union Federal has any
        liability for any clean-up or remediation under any of the Environmental
        Laws
        with respect to any real property.


      
        
          
          

        

        
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      4.12. Loans
        and Investments.

      


      (a)
        Except as set forth in the Disclosure Schedule, there is no loan by Union
        Federal in excess of $10,000 that has been classified by regulatory examiners
        or
        management as "Other Loans Specially Mentioned," "Substandard," "Doubtful"
        or
        "Loss" or in excess of $10,000 that has been identified by accountants or
        auditors (internal or external) as having a significant risk of
        uncollectability. The most recent loan watch list of Union Federal and a
        list of
        all loans in excess of $10,000 which Union Federal has determined to be thirty
        (30) days or more past due with respect to principal or interest payments
        or has
        placed on nonaccrual status are set forth in the Disclosure
        Schedule.

      


      (b)
        All
        loans reflected in the UCBC Financial Statements as of June 30, 2005, and
        which
        have been made, extended, renewed, restructured, approved, amended or acquired
        since June 30, 2005: (i) have been made for good, valuable and adequate
        consideration in the ordinary course of business; (ii) constitute the legal,
        valid and binding obligation of the obligor and any guarantor named therein,
        except to the extent limited by general principles of equity and public policy
        or by bankruptcy, insolvency, fraudulent transfer, reorganization, liquidation,
        moratorium, readjustment of debt or other laws of general application relative
        to or affecting the enforcement of creditors' rights; (iii) are evidenced
        by
        notes, instruments or other evidences of indebtedness which are true, genuine
        and what they purport to be; and (iv) are secured, to the extent that Union
        Federal has a security interest in collateral or a mortgage securing such
        loans,
        by perfected security interests or recorded mortgages naming Union Federal
        as
        the secured party or mortgagee (unless by written agreement to the
        contrary).

      


      (c)
        The
        reserves, the allowance for possible loan and lease losses and the carrying
        value for real estate owned which are shown on the UCBC Financial Statements
        are, in the judgment of management of UCBC and Union Federal, adequate in
        all
        material respects under the requirements of generally accepted accounting
        principles applied on a consistent basis to provide for possible losses on
        items
        for which reserves were made, on loans and leases outstanding and real estate
        owned as of the respective dates.

      


      (d)
        Except as set forth in the Disclosure Schedule, none of the investments
        reflected in the UCBC Financial Statements as of and for the period ended
        June
        30, 2005, and none of the investments made by Union Federal since June 30,
        2005
        are subject to any restriction, whether contractual or statutory, which
        materially impairs the ability of Union Federal to dispose freely of such
        investment at any time. Union Federal is not a party to any repurchase
        agreements with respect to securities. 

      


      (e)
        Set
        forth in the Disclosure Schedule is a true, accurate and complete list of
        all
        loans in which Union Federal has any participation interest or which have
        been
        made with or through another financial institution on a recourse basis against
        Union Federal.

      


      (f)
        Except as set forth in the Disclosure Schedule, and except for customer deposits
        and ordinary trade payables, Union Federal has not, nor will it have at the
        Effective Time, any indebtedness for borrowed money. 


      
        
          
          

        

        
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      4.13. Shareholder
        Rights Plan and Anti-takeover Mechanisms.
        UCBC
        has taken all actions required to exempt MainSource, the Agreement and the
        Mergers from any provisions of an anti-takeover nature contained in its
        organizational documents, any shareholder rights plan or similar plan, and
        the
        provisions of any "anti-takeover," "fair price," "moratorium," "control share
        acquisition" or similar laws or regulations to which UCBC is
        subject.

      


      4.14.
        Employee
        Benefit Plans.

      


      (a)
        With
        respect to the employee benefit plans, as defined in Section 3(3) of the
        Employee Retirement Income Security Act of 1974, as amended ("ERISA"), sponsored
        or otherwise maintained by UCBC or Union Federal, whether written or oral,
        in
        which UCBC or Union Federal participates as a participating employer, to
        which
        UCBC or Union Federal contributes, with respect to which UCBC or Union Federal
        acts as administrator, trustee or fiduciary, or any nonqualified employee
        benefit plans or deferred compensation, bonus, stock or incentive plans,
        or
        other employee benefit or fringe benefit programs for the benefit of former
        or
        current employees or directors (or their beneficiaries or dependents) of
        UCBC or
        Union Federal, and including any such plans, to UCBC’s knowledge, which have
        been terminated, merged into another plan, frozen or discontinued since January
        1, 2000 (collectively, "UCBC Plans"), except as set forth in the Disclosure
        Schedule:

      


      (i)
        all
        such UCBC Plans have, on a continuous basis since their adoption, been, in
        all
        material respects, maintained in compliance with the requirements prescribed
        by
        all applicable statutes, orders and governmental rules or regulations,
        including, without limitation, ERISA, the Code, and the Department of Labor
        ("Department") and Treasury Regulations promulgated thereunder;

      


      (ii)
        all
        UCBC Plans intended to constitute tax-qualified plans under Section 401(a)
        of
        the Code have complied since their adoption or have been timely amended to
        comply in all material respects with all applicable requirements of the Code
        and
        the Treasury Regulations promulgated thereunder, and, to the extent available,
        favorable determination and/or opinion letters have been timely received
        from
        the Internal Revenue Service ("Service") with respect to each such UCBC Plan
        stating that each, in its current form (or at the time of its disposition
        if it
        has been terminated, merged, frozen or discontinued), is qualified under
        and
        satisfies all applicable provisions of the Code and Treasury
        Regulations;

      


      (iii)
        all
        UCBC Plans intended to constitute tax qualified plans under Section 401(a)
        of
        the Code have received any favorable opinion letters required from the Service
        with respect to "GUST" (as defined in Section 2 of Rev. Proc. 2002-6), and
        the
        document has been amended by the adoption of a "good faith EGTRRA amendment"
        as
        that phrase is defined in IRS Notice 2001-42, as well as amendments
        incorporating the final Treasury Regulations to Code Section 401(a)(9) and
        the
        mandatory distribution provisions of Code Section 401(a)(31), and UCBC is
        not
        aware of any circumstances likely to result in revocation of any such favorable
        opinion letter;

      


      (iv)
        except for the UCBC Employee Stock Ownership Plan (the “UCBC ESOP”),



      
        
          
          

        

        
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      no
        UCBC
        Plan (or its related trust) holds any stock or other securities of UCBC or
        any
        related or affiliated person or entity;

      


      (v)
        Neither UCBC nor Union Federal has any liability to the Department or the
        Service with respect to any UCBC Plan;

      


      (vi)
        Neither UCBC nor Union Federal has engaged in any transaction that may subject
        UCBC or Union Federal, or any UCBC Plan, to a civil penalty imposed by Section
        502 or any other provision of ERISA or excise taxes under Sections 4971,
        4975,
        4976, 4977, 4979 or 4980B of the Code or for a fine under Section 502 of
        ERISA
        with respect to any UCBC Plan;

      


      (vii)
        no
        prohibited transaction (as defined in Section 406 of ERISA or as defined
        in
        Section 4975(c) of the Code) has occurred with respect to any UCBC
        Plan;

      


      (viii)
        each UCBC Plan subject to ERISA or intended to be qualified under Section
        401(a)
        of the Code has been and, if applicable, is being operated in all material
        respects in accordance with the applicable provisions of ERISA and the Code
        and
        the Department and Treasury Regulations promulgated thereunder; 

      


      (ix)
        no
        participant or beneficiary or non-participating employee has been denied
        any
        benefit due or to become due under any UCBC Plan or has been misled as to
        his or
        her rights under any UCBC Plan;

      


      (x)
        all
        obligations required to be performed by UCBC or Union Federal under any
        provision of any UCBC Plan have been performed by it in all material respects
        and it is not in default under or in violation of any provision of any UCBC
        Plan;

      


      (xi)
        no
        event has occurred which would constitute grounds for an enforcement action
        by
        any party under Part 5 of Title I of ERISA under any UCBC Plan; 

      


      (xii)
        there are no actions, suits, proceedings or claims pending (other than routine
        claims for benefits) or, to the knowledge of UCBC or Union Federal, threatened,
        against UCBC or Union Federal, any UCBC Plan or the assets of any UCBC
        Plan;

      


      (xiii)
        with respect to any UCBC Plan sponsored, participated in or contributed to
        by
        UCBC or Union Federal, or with respect to which UCBC or Union Federal is
        responsible for complying with the reporting and disclosure requirements
        of
        ERISA or the Code, there has been no violation of the reporting and disclosure
        requirements imposed either under ERISA or the Code for which a penalty has
        been
        or may be imposed;

      


      (xiv)
        with respect to any UCBC Plan there has been no breach of the fiduciary
        provisions of ERISA and there is no known outstanding fiduciary liability;
        and

      


      (xv)
        any
        UCBC Plan may be terminated at any time and this right has always been
        maintained by UCBC or Union Federal.


      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      


      


      (b)
        With
        regard to any UCBC Plan intended to be qualified under Section 401(a) of
        the
        Code, no director, officer, employee or agent of UCBC or Union Federal has
        engaged in any action or failed to act in such a manner that, as a result
        of
        such action or failure to act, the Service could revoke or deny that plan's
        qualification under Section 401(a) of the Code or the exemption under Section
        501(a) of the Code for any trust related to such Plan. 

      


      (c)
        UCBC
        has provided to MainSource true, accurate and complete copies and, in the
        case
        of any plan or program which has not been reduced to writing, a materially
        complete summary, of all of the following, as applicable (including all plans
        and programs which have been terminated since January 1, 2000): 

      


      (i)
        pension, retirement, profit-sharing, savings, stock purchase, stock bonus,
        stock
        ownership, stock option and stock appreciation right plans, all amendments
        thereto, and, if required under the reporting and disclosure requirements
        of
        ERISA, all amendments thereto and all summary plan descriptions thereof
        (including any modifications thereto);

      


      (ii)
        all
        employment, deferred compensation (whether funded or unfunded), salary
        continuation, consulting, bonus, severance and collective bargaining agreements,
        arrangements or understandings;

      


      (iii)
        all
        executive and other incentive compensation plans, programs and
        agreements;

      


      (iv)
        all
        group insurance and health insurance contracts, policies or plans; 

      


      (v)
        all
        other incentive, welfare or employee benefits plans, understandings,
        arrangements or agreements, maintained or sponsored, participated in, or
        contributed to by UCBC for its current or former directors, officers or
        employees; 

      


      (vi)
        all
        reports filed with the Service or Department of Labor within the preceding
        three
        years by UCBC or Union Federal with respect to any UCBC Plan;

      


      (vii)
        descriptions of all current participants in such plans and programs and all
        participants with benefit entitlements under such plans and programs;
        and

      


      (viii)
        valuations for any defined benefit plan or defined contribution plan, including
        the UCBC ESOP, as of the most recent date.

      


      (d)
        Except as set forth on the Disclosure Schedule, no current or former director,
        officer or employee of UCBC or Union Federal (i) is entitled to or may become
        entitled to any benefit under any welfare benefit plans (as defined in Section
        3(1) of ERISA) after termination of employment with UCBC or Union Federal,
        except that such individuals may be entitled to continue their group health
        care
        coverage pursuant to Section 4980B of the Code if they pay the cost of such
        coverage pursuant to the applicable requirements of that plan or of the Code
        with respect thereto, or (ii) is currently receiving, or entitled to receive,
        a
        disability benefit under a long term or short term disability plan maintained
        by
        UCBC or Union Federal.


      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      


      


      (e)
        The
        UCBC Financial Institutions Retirement Fund (“Benefit Plan”) is the only defined
        benefit pension plan maintained by UCBC or Union Federal which is subject
        to
        Title IV of ERISA. Other than the Benefit Plan, no UCBC Plan is, and neither
        UCBC nor Union Federal has any liability with respect to any plan that is
        (i) a
        defined benefit pension plan subject to Title IV of ERISA, (ii) a pension
        plan
        subject to Section 302 of ERISA or Section 412 of the Code, or (iii) a
        multi-employer pension plan (as that term is defined in Sections 4001(a)(3)
        and
        3(37) of ERISA). 

      


      (f)
        With
        respect to any group health plan (as defined in Section 607(1) of ERISA)
        sponsored or maintained by UCBC or Union Federal, in which UCBC or Union
        Federal
        participates as a participating employer or to which UCBC or Union Federal
        contributes, no director, officer, employee or agent of UCBC or Union Federal
        has engaged in any action or failed to act in such a manner that, as a result
        of
        such action or failure to act, would cause a tax to be imposed on UCBC or
        Union
        Federal under Code Section 4980B(a). With respect to all such plans, all
        applicable provisions of Section 4980B of the Code and Section 601 of ERISA
        have
        been complied with in all material respects by UCBC or Union Federal.


      


      (g)
        Except as otherwise provided in the Disclosure Schedule, there are no collective
        bargaining, employment, management, consulting, deferred compensation,
        reimbursement, indemnity, retirement, early retirement, severance or similar
        plans or agreements, commitments or understandings, or any employee benefit
        or
        retirement plan or agreement, binding upon UCBC or Union Federal and no such
        agreement, commitment, understanding or plan is under discussion or negotiation
        by management with any employee or group of employees, any member of management
        or any other person.

      


      


      (h)
        Except as otherwise provided in the Disclosure Schedule, no Voluntary Employees'
        Beneficiary Association ("VEBA") as defined in Code Section 501(c)(9) is
        sponsored or maintained by UCBC or Union Federal. 

      


      (i)
        Except as otherwise provided in the Disclosure Schedule, there are no benefits
        or liabilities under any employee benefit plan or program that will be
        accelerated as a result of the transactions contemplated by the terms of
        this
        Agreement.

      


      (j)
        Except as may be disclosed in the Disclosure Schedule, UCBC and Union Federal
        are and have been in material compliance with all applicable laws respecting
        employment and employment practices, terms and conditions of employment and
        wages and hours, including, without limitation, any such laws respecting
        employment discrimination and occupational safety and health
        requirements.

      


      (k)
        All
        liabilities of the UCBC Plans have been funded on the basis of consistent
        methods in accordance with sound actuarial assumptions and practices, and
        no
        UCBC Plan, at the end of any plan year, had or has had an accumulated funding
        deficiency. No actuarial assumptions have been changed since the last written
        report of actuaries on such UCBC Plans. All insurance premiums (including
        premiums to the Pension Benefit Guaranty Corporation) have 


      
        
          
          

        

        
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      been
        paid
        in full, subject only to normal retrospective adjustments in the ordinary
        course. UCBC and Union Federal have no contingent or actual liabilities under
        Title IV of ERISA. No accumulated funding deficiency (within the meaning
        of
        Section 302 of ERISA or Section 412 of the Code) has been incurred with respect
        to any of the UCBC Plans, whether or not waived, nor does UCBC or any of
        its
        affiliates have any liability or potential liability as a result of the
        underfunding of, or termination of, or withdrawal from, any plan by UCBC
        or by
        any person which may be aggregated with UCBC for purposes of Section 412
        of the
        Code. No reportable event (as defined in Section 4043 of ERISA) has occurred
        with respect to any of the UCBC Plans as to which a notice would be required
        to
        be filed with the Pension Benefit Guaranty Corporation. No claim is pending,
        or
        to the knowledge of UCBC threatened or imminent with respect to any UCBC
        Plan
        (other than a routine claim for benefits for which plan administrative review
        procedures have not been exhausted) for which UCBC or Union Federal would
        be
        liable after June 30, 2005, except as is reflected on the UCBC Financial
        Statements.

      

        (l)
          As a
          result, directly or indirectly, of the transactions contemplated by this
          Agreement (including, without limitation, any termination of employment
          relating
          thereto and occurring prior to, at or following the Effective Time), UCBC,
          Union
          Federal, and their respective successors will not be obligated to make
          a payment
          that would be characterized as an “excess parachute payment” to an individual
          who is a “disqualified individual” (as such terms are defined in Section 280G of
          the Code). Among the nonexclusive list of payments to be considered are
          those
          payments referred to under Sections 3.01(b), 6.14, 6.15, 6.16, 6.18, 6.19,
          7.03(b), 7.05, and 8.01(i) of the Agreement, as well as any other payments
          made
          under the UCBC Plans because of the transactions contemplated
          herein.

      

      


      4.15. Obligations
        to Employees.
        All
        accrued obligations and liabilities of and all payments by UCBC or Union
        Federal
        and all UCBC Plans, whether arising by operation of law, by contract or by
        past
        custom, for payments to trusts or other funds, to any government agency or
        authority or to any present or former director, officer, employee or agent
        (or
        his or her heirs, legatees or legal representatives) have been and are being
        paid to the extent required by applicable law or by the plan, trust, contract
        or
        past custom or practice, and adequate actuarial accruals and reserves for
        such
        payments have been and are being made by UCBC or Union Federal in accordance
        with generally accepted accounting principles and applicable law applied
        on a
        consistent basis and actuarial methods with respect to the following: (a)
        withholding taxes, unemployment compensation or social security benefits;
        (b)
        all pension, profit-sharing, savings, stock purchase, stock bonus, stock
        ownership, stock option and stock appreciation rights plans and agreements;
        (c)
        all employment, deferred compensation (whether funded or unfunded), salary
        continuation, consulting, retirement, early retirement, severance,
        reimbursement, bonus or collective bargaining plans and agreements; (d) all
        executive and other incentive compensation plans, programs, or agreements;
        (e)
        all group insurance and health contracts, policies and plans; and (f) all
        other
        incentive, welfare (including, without limitation, vacation and sick pay),
        retirement or employee benefit plans or agreements maintained or sponsored,
        participated in, or contributed to by UCBC or Union Federal for its current
        or
        former directors, officers, employees and agents, including, without limitation,
        all liabilities and obligations to the UCBC Plans (as defined in Section
        4.14(a)
        hereof). All obligations and liabilities of UCBC or Union Federal, whether
        arising by operation of law, by contract or by past custom or practice, for
        all
        other forms of compensation which are or may be payable to its current or
        former
        directors, officers, employees or agents or to any UCBC Plan have been and
        are
        being paid to the extent required by applicable law or by the plan or contract,
        and adequate actuarial accruals and reserves for payment therefor have been
        and
        are being made by UCBC or Union Federal in accordance with generally accepted
        accounting and actuarial principles applied on a consistent basis. All accruals
        and reserves referred to in this Section 4.15 are correctly and accurately
        reflected and accounted for in all material respects in the UCBC Financial
        Statements and the books, statements and records of UCBC.

      


      4.16. Taxes,
        Returns and Reports.
        Except
        as set forth in the Disclosure Schedule, each of UCBC and Union Federal has
        since January 1, 2000 (a) duly and timely filed all federal, state,



      
        
          
          

        

        
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      local
        and
        foreign tax returns of every type and kind required to be filed, and each
        such
        return is true, accurate and complete in all material respects; (b) paid
        or
        otherwise adequately reserved in accordance with generally accepted accounting
        principles for all taxes, assessments and other governmental charges due
        or
        claimed to be due upon it or any of its income, properties or assets; and
        (c)
        not requested an extension of time for any such payments (which extension
        is
        still in force). UCBC has established, and shall establish in the Subsequent
        UCBC Financial Statements (as hereinafter defined), in accordance with generally
        accepted accounting principles, a reserve for taxes in the UCBC Financial
        Statements adequate to cover all of UCBC's and Union Federal’s tax liabilities
        (including, without limitation, income taxes, payroll taxes and withholding,
        and
        franchise fees) for the periods then ending. Neither UCBC nor Union Federal
        has,
        nor will either have, any liability for taxes of any nature for or with respect
        to the operation of its business, from the date hereof up to and including
        the
        Effective Time, except to the extent set forth in the Subsequent UCBC Financial
        Statements (as hereinafter defined) or as accrued or reserved for on the
        books
        and records of UCBC or Union Federal. Neither UCBC nor Union Federal is
        currently under audit by any state or federal taxing authority. No federal,
        state or local tax returns of UCBC or Union Federal have been audited by
        any
        taxing authority during the past five (5) years.

      


      4.17. Deposit
        Insurance.
        The
        deposits of Union Federal are insured by the Federal Deposit Insurance
        Corporation in accordance with the Federal Deposit Insurance Act, as amended,
        to
        the fullest extent provided by applicable law and UCBC or Union Federal has
        paid
        or properly reserved or accrued for all current premiums and assessments
        with
        respect to such deposit insurance. 

      


      4.18. Insurance.
        Set
        forth in the Disclosure Schedule is a list and brief description of all policies
        of insurance (including, without limitation, bankers' blanket bond, directors'
        and officers' liability insurance, property and casualty insurance, group
        health
        or hospitalization insurance and insurance providing benefits for employees)
        owned or held by UCBC or Union Federal on the date hereof or with respect
        to
        which UCBC or Union Federal pays any premiums. Each such policy is in full
        force
        and effect and all premiums due thereon have been paid when due, and a true,
        accurate and complete copy thereof has been made available to MainSource
        prior
        to the date hereof. 

      


      4.19. Books
        and Records.
        The
        books and records of UCBC are complete and correct and accurately reflect
        the
        basis for the financial condition, results of operations, business, assets
        and
        capital of UCBC on a consolidated basis set forth in the UCBC Financial
        Statements.

      


      4.20. Broker's,
        Finder's or Other Fees.
        Except
        for reasonable fees and expenses of UCBC' attorneys, accountants and investment
        bankers, all of which shall be paid by UCBC prior to the Effective Time,
        except
        as set forth in the Disclosure Schedule, no agent, broker or other person
        acting
        on behalf of UCBC or Union Federal or under any authority of UCBC or Union
        Federal is or shall be entitled to any commission, broker's or finder's fee
        or
        any other form of compensation or payment from any of the parties hereto
        relating to this Agreement and the Mergers contemplated hereby. 

      


      4.21. Disclosure
        Schedule and Documents.
        All
        written data, documents, materials and 


      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      


      information
        referred to in this Agreement and delivered by UCBC or Union Federal pursuant
        to
        or in connection with the Disclosure Schedule are true, accurate and complete
        in
        all material respects as of the date hereof and with respect to such items
        delivered subsequent to the date hereof with any update to the Disclosure
        Schedule, will be true, accurate and complete in all material respects on
        the
        date of delivery thereof.

      


      4.22. Interim
        Events.
        Except
        as otherwise permitted hereunder, since June 30, 2005, or as set forth in
        the
        Disclosure Schedule, neither UCBC nor Union Federal has:

      


      (a)
        Suffered any changes having an adverse impact on the financial condition,
        results of operations, business, assets or capital of UCBC on a consolidated
        basis in excess of $5,000 individually or in the aggregate; 

      


      (b)
        Suffered any damage, destruction or loss to any of its properties, not fully
        paid by insurance proceeds, in excess of $5,000 individually or in the
        aggregate;

      


      (c)
        Declared, distributed or paid any dividend or other distribution to its
        shareholders, except for payment of dividends as permitted by Section
        6.03(a)(iii) hereof;

      


      (d)
        Repurchased, redeemed or otherwise acquired shares of its common stock, issued
        any shares of its common stock or stock appreciation rights or sold or agreed
        to
        issue or sell any shares of its common stock or any right to purchase or
        acquire
        any such stock or any security convertible into such stock or taken any action
        to reclassify, recapitalize or split its stock;

      


      (e)
        Granted or agreed to grant any increase in benefits payable or to become
        payable
        under any pension, retirement, profit sharing, health, bonus, insurance or
        other
        welfare benefit plan or agreement to employees, officers or directors of
        UCBC or
        Union Federal except pursuant to the express terms thereof;

      


      (f)
        Increased the salary of any director, officer or employee, except for normal
        increases in the ordinary course of business and in accordance with past
        practices, or entered into any employment contract, indemnity agreement or
        understanding with any officer or employee or installed any employee welfare,
        pension, retirement, stock option, stock appreciation, stock dividend, profit
        sharing or other similar plan or arrangement;

      


      (g)
        Leased, sold or otherwise disposed of any of its assets except in the ordinary
        course of business or leased, purchased or otherwise acquired from third
        parties
        any assets except in the ordinary course of business;

      


      (h)
        Except for the Mergers contemplated by this Agreement, merged, consolidated
        or
        sold shares of its common stock, agreed to merge or consolidate with or into
        any
        third party, agreed to sell any shares of its common stock or acquired or
        agreed
        to acquire any stock, equity interest, assets or business of any third
        party;

      


      (i)
        Incurred, assumed or guaranteed any obligation or liability (fixed or
        contingent) other than obligations and liabilities incurred in the ordinary
        course of business;


      
        
          
          

        

        
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      (j)
        Mortgaged, pledged or subjected to a lien, security interest, option or other
        encumbrance any of its assets except for tax and other liens which arise
        by
        operation of law and with respect to which payment is not past due and except
        for pledges or liens: (i) required to be granted in connection with acceptance
        by Union Federal of government deposits; or (ii) granted in connection with
        repurchase or reverse repurchase agreements; 

      


      (k)
        Except as set forth in the Disclosure Schedule, canceled, released or
        compromised any loan, debt, obligation, claim or receivable other than in
        the
        ordinary course of business;

      


      (l)
        Entered into any transaction, contract or commitment other than in the ordinary
        course of business;

      


      (m)
        Agreed to enter into any transaction for the borrowing or loaning of monies,
        other than in the ordinary course of its lending business; or

      


      (n)
        Conducted its business in any manner other than substantially as it was being
        conducted through June 30, 2005.

      


      4.23. UCBC
        Securities and Exchange Commission Filings.
        UCBC
        has filed all reports and other documents required to be filed by it under
        the
        Securities Exchange Act of 1934 and the Securities Act of 1933, including
        UCBC’s
        Annual Report on Form 10-K for the year ended December 31, 2004 and Quarterly
        Report on Form 10-Q for the quarter ended June 30, 2005. All such Securities
        and
        Exchange Commission filings were true, accurate and complete in all material
        respects as of the dates of the filings, and no such filings contained any
        untrue statement of a material fact or omitted to state a material fact
        necessary in order to make the statements, at the time and in the light of
        the
        circumstances under which they were made, not false or misleading.

      


      4.24. No
        Third Party Options.
        Except
        as set forth in the Disclosure Schedule, there are no agreements, options,
        commitments or rights with, of or to any third party to acquire any shares
        of
        capital stock or assets of UCBC or Union Federal.

      


      4.25. Indemnification
        Agreements.

      


      (a)
        Other
        than as set forth in the Disclosure Schedule, neither UCBC nor Union Federal
        is
        a party to any indemnification, indemnity or reimbursement agreement, contract,
        commitment or understanding to indemnify any present or former director,
        officer, employee, shareholder or agent against liability or hold the same
        harmless from liability other than as expressly provided in the Articles
        of
        Incorporation or By-Laws of UCBC or the Charter or Bylaws of Union
        Federal.

      


      (b)
        No
        claims have been made against or filed with UCBC or Union Federal nor have,
        to
        the knowledge of UCBC, any claims been threatened against UCBC or Union Federal,
        for indemnification against liability or for reimbursement of any costs or
        expenses incurred in connection with any legal or regulatory proceeding by
        any
        present or former director, officer, shareholder, employee or agent of UCBC
        or
        Union Federal.


      
        
          
          

        

        
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      4.26. Shareholder
        Approval.
        The
        affirmative vote of the holders of a majority of the UCBC Common Stock (which
        are issued and outstanding on the record date relating to the meeting of
        shareholders) is required for shareholder approval of this Agreement and
        the
        Company Merger.

      


      4.27. Opinion
        of Financial Advisor.
        The
        Board of Directors of UCBC, at a duly constituted and held meeting at which
        a
        quorum was present throughout, has been informed orally by a reputable financial
        advisor that the terms of the Company Merger are fair to the shareholders
        of
        UCBC from a financial point of view.

      


      ARTICLE
        V

      


      REPRESENTATIONS
        AND WARRANTIES OF MAINSOURCE

      


      On
        or
        prior to the date hereof, MainSource has delivered to UCBC a schedule (the
        "Disclosure Schedule") setting forth, among other things, items the disclosure
        of which is necessary or appropriate either in response to an express disclosure
        requirement contained in a provision hereof or as an exception to one or
        more
        representations or warranties contained in this Article V or to one or more
        of
        its covenants contained in Article VII; provided that the mere inclusion
        of an
        item in the Disclosure Schedule as an exception to a representation or warranty
        shall not be deemed an admission by MainSource that such item represents
        a
        material exception or fact, event or circumstance or that such item is
        reasonably likely to result in a Material Adverse Effect (as defined
        below).

      


      For
        the
        purpose of this Agreement, and in relation to MainSource and its subsidiaries,
        a
        Material Adverse Effect on MainSource means any effect that (i) is material
        and
        adverse to the financial position, results of operations or business of
        MainSource and its subsidiaries taken as a whole, or (ii) would materially
        impair the ability of MainSource to perform its obligations under this Agreement
        or otherwise materially threaten or materially impede the consummation of
        the
        Mergers and the other transactions contemplated by this Agreement; provided,
        however, that Material Adverse Effect on MainSource shall not be deemed to
        include the impact of (a) changes in banking and similar laws of general
        applicability to banks or savings associations or their holding companies
        or
        interpretations thereof by courts or governmental authorities, (b) changes
        in
        generally accepted accounting principles or regulatory accounting requirements
        applicable to banks, savings associations, or their holding companies generally,
        (c) any modifications or changes to valuation policies and practices in
        connection with the Mergers or restructuring charges taken in connection
        with
        the Mergers, in each case in accordance with generally accepted accounting
        principles, (d) changes in general level of interest rate (including the
        impact
        on the securities portfolios of MainSource or its subsidiaries) or conditions
        or
        circumstances that affect the banking industry generally, (f) reasonable
        and
        customary expenses incurred in connection with the Mergers, (g) the impact
        of
        the announcement of this Agreement and the transactions contemplated hereby,
        and
        compliance with this Agreement or the business, financial condition or results
        of operations of MainSource and its subsidiaries, and (h) the occurrence
        of any
        military or terrorist attack within the United States or any of its possessions
        or offices. 


      
        
          
          

        

        
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      For
        the
        purpose of this Agreement, and in relation to MainSource, "knowledge" means
        (i)
        the actual knowledge of any officer or director of MainSource or any of its
        subsidiaries and any other person having supervisory or management
        responsibilities with respect to material aspects of the operation of the
        business of MainSource or its subsidiaries of a particular fact.

      


      Accordingly,
        MainSource represents and warrants to UCBC as follows: 

      


      5.01. Organization
        and Authority.
        Each of
        MainSource and its subsidiaries is an entity duly organized and validly existing
        under the laws of its applicable state or country. MainSource and its
        subsidiaries have full power and authority (corporate and otherwise) to own
        and
        lease its properties as presently owned and leased and to conduct its business
        in the manner and by the means utilized as of the date hereof. Each of
        MainSource and its subsidiaries is duly qualified to do business in each
        jurisdiction in which the nature of the business conducted or the properties
        or
        assets owned or leased by it make such qualification necessary except where
        the
        failure to so qualify would not have a Material Adverse Effect.

      


      5.02. Authorization.
        

      


      (a)
        MainSource has the requisite corporate power and authority to enter into
        this
        Agreement and to carry out its obligations hereunder, and following its
        formation Merger Corp will have the requisite corporate power and authority
        to
        carry out its obligations hereunder, subject to the fulfillment of the
        conditions precedent set forth in Section 8.01(d), (e) and (f) hereof. As
        of the
        date hereof, MainSource is not aware of any reason why the approvals set
        forth
        in Section 8.02(e) will not be received in a timely manner and without the
        imposition of a condition, restriction or requirement of the type described
        in
        Section 8.02(e). This Agreement and its execution and delivery by MainSource
        has
        been duly authorized by the Board of Directors of MainSource. Assuming due
        execution and delivery of UCBC, this Agreement constitutes a valid and binding
        obligation of MainSource and, upon its formation, will constitute a valid
        and
        binding obligation of Merger Corp, subject in both cases to the conditions
        precedent set forth in Section 8.01 hereof, and is enforceable in accordance
        with its terms, except to the extent limited by general principles of equity
        and
        public policy and by bankruptcy, insolvency, reorganization, liquidation,
        moratorium, readjustment of debt or other laws of general application relating
        to or affecting the enforcement of creditors' rights.

      


      (b)
        Neither the execution of this Agreement nor consummation of the Merger
        contemplated hereby: (i) conflicts with or violates the Articles of
        Incorporation or By-Laws of MainSource or any of its subsidiaries; (ii)
        conflicts with or violates in any material respect any local, state, federal
        or
        foreign law, statute, ordinance, rule or regulation (provided that the approvals
        of or filings with applicable government regulatory agencies or authorities
        required for consummation of the Merger are obtained) or any court or
        administrative judgment, order, injunction, writ or decree; or (iii) conflicts
        with, results in a breach of or constitutes a material default under any
        note,
        bond, indenture, mortgage, deed of trust, license, contract, lease, agreement,
        arrangement, commitment or other instrument to which MainSource is subject
        or
        bound and which is material to MainSource on a consolidated basis. 

      


      (c)
        Other
        than in connection or in compliance with applicable federal and state banking,
        


      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      


      securities,
        antitrust and corporation statutes, all as amended, and the rules and
        regulations promulgated thereunder, no notice to, filing with, exemption
        by or
        consent, authorization or approval of any governmental agency or body is
        necessary for the consummation by MainSource of the Merger contemplated by
        this
        Agreement.

      


      5.03. Capitalization.
        (a) The
        authorized capital stock of MainSource as of the date hereof consists, and
        at
        the Effective Time will consist, of 25,000,000 shares of MainSource Common
        Stock, 13,471,128 of which shares are outstanding and 400,000 shares
        of
        preferred stock, none of which are outstanding. Such issued and outstanding
        shares of MainSource Common Stock have been duly and validly authorized by
        all
        necessary corporate action of MainSource, are validly issued, fully paid
        and
        nonassessable and have not been issued in violation of any pre-emptive rights
        of
        any present or former MainSource shareholder. MainSource has no capital stock
        authorized, issued or outstanding other than as described in this Section
        5.03(a) and has no intention or obligation to authorize or issue any other
        capital stock or any additional shares of MainSource Common Stock other than
        in
        connection with employee and director stock options under its existing stock
        option plans or as described in the Disclosure Schedule. Each share of
        MainSource Common Stock is entitled to one vote per share. MainSource wholly
        owns the subsidiaries listed in the Disclosure Schedule which includes their
        names and jurisdictions of organization.

      


      (b)
        Except as set forth on the Disclosure Schedule, there are no options, warrants,
        commitments, calls, puts, agreements, understandings, arrangements or
        subscription rights relating to any shares of MainSource Common Stock, or
        any
        securities convertible into or representing the right to purchase or otherwise
        acquire any common stock or debt securities of MainSource, by which MainSource
        is or may become bound. MainSource does not have any outstanding contractual
        or
        other obligation to repurchase, redeem or otherwise acquire any of the issued
        and outstanding shares of MainSource Common Stock.

      


      5.04. Litigation
        and Pending Proceedings.
        There
        are no claims, actions, suits, proceedings, investigations, mediations or
        arbitrations pending or, to the knowledge of MainSource by the officers of
        MainSource, threatened in any court or before any government agency or
        authority, arbitration panel or otherwise (nor does MainSource have any
        knowledge of a basis for any claim, action, suit, proceeding, litigation,
        investigation or arbitration) against, by or affecting MainSource which would
        reasonably be expected to prevent the performance of this Agreement, declare
        the
        same unlawful or cause the rescission hereof.

      


      5.05. Organizational
        Documents.
        The
        Articles of Incorporation and By-Laws of MainSource, representing true, accurate
        and complete copies of such corporate documents in effect as of the date
        of this
        Agreement, have been delivered to UCBC and are included in the Disclosure
        Schedule.

      


      5.06 Accuracy
        of Statements Made and Materials Provided to UCBC.
        No
        representation, warranty or other statement made, or any information provided,
        by MainSource in this Agreement, and no written report, statement, list,
        certificate, materials or other information furnished or to be furnished
        by
        MainSource to UCBC through and including the Effective Time in connection
        with
        this Agreement or the Merger contemplated hereby, contains 


      
        
          
          

        

        
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      or
        shall
        contain (in the case of information relating to the proxy statement at the
        time
        it is mailed to UCBC's shareholders) any untrue or misleading statement of
        material fact or omits or shall omit to state a material fact necessary to
        make
        the statements contained herein or therein, in light of the circumstances
        in
        which they are made, not false or misleading.

      


      5.07 Financial
        Statements and Reports.
        (a)
        MainSource has delivered to UCBC copies of the following financial statements
        and reports of MainSource, including the notes thereto (collectively, the
        "MainSource Financial Statements"):

      


      (i)
        Consolidated Balance Sheets and the related Consolidated Statements of Income
        and Consolidated Statements of Changes in Shareholders' Equity of MainSource
        as
        of and for the fiscal years ended December 31, 2004 and 2003 and as of and
        for
        the six months ended June 30, 2005; and

      


      (ii)
        Consolidated Statements of Cash Flows of MainSource for the fiscal years
        ended
        December 31, 2004 and 2003 and for the six months ended June 30,
        2005;

      


      (b)
        The
        MainSource Financial Statements present fairly the consolidated financial
        position of MainSource as of and at the dates shown and the consolidated
        results
        of operations for the periods covered thereby and to the knowledge of MainSource
        are complete, correct, represent bona fide transactions, and have been prepared
        from the books and records of MainSource and its subsidiaries. The MainSource
        Financial Statements described in clauses (i) and (ii) above for completed
        fiscal years are audited financial statements and have been prepared in
        conformance with generally accepted accounting principles applied on a
        consistent basis, except as may otherwise be indicated in any accountants'
        notes
        or reports with respect to such financial statements.

      


      5.08 MainSource
        Securities and Exchange Commission Filings.
        MainSource has filed all reports and other documents required to be filed
        by it
        under the Securities Exchange Act of 1934 and the Securities Act of 1933,
        including MainSource's Annual Report on Form 10-K for the year ended December
        31, 2004 and Quarterly Report on Form 10-Q for the quarter ended June 30,
        2005.
        All such Securities and Exchange Commission filings were true, accurate and
        complete in all material respects as of the dates of the filings, and no
        such
        filings contained any untrue statement of a material fact or omitted to state
        a
        material fact necessary in order to make the statements, at the time and
        in the
        light of the circumstances under which they were made, not false or
        misleading.

      


      5.09 Shareholder
        Approval.
        Approval by MainSource's shareholders of the Merger or any other actions
        contemplated by this Agreement is not required.

      


      5.10 Compliance
        with Law.
        (a)
        Neither MainSource nor any of its subsidiaries has engaged in any activity
        nor
        taken or omitted to take any action which has resulted in the violation of
        any
        local, state, federal or foreign law, statute, regulation, rule, ordinance,
        order, restriction or requirement, nor are they in violation of any order,
        injunction, judgment, writ or decree of any court or government agency or
        body,
        except where such activity, omission to act or violation would not have a
        Material Adverse Effect.


      
        
          
          

        

        
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      (b)
        All
        agreements, understandings and commitments with, and all orders and directives
        of, all government regulatory agencies or authorities with respect to the
        financial condition, results of operations, business, assets or capital of
        MainSource or its subsidiaries which presently are binding upon or require
        action by, or at any time during the last five (5) years have been binding
        upon
        or have required action by, MainSource or its subsidiaries, including, without
        limitation, all correspondence, communications and commitments related thereto,
        are set forth in the Disclosure Schedule. There are no refunds or restitutions
        required to be paid as a result of any criticism of any regulatory agency
        or
        body, cited in any examination report of MainSource or its subsidiaries as
        a
        result of an examination by any regulatory agency or body, or set forth in
        any
        accountant's or auditor's report to MainSource or its subsidiaries.

      


      (c)
        All
        of the existing offices and branches of MainSource or its subsidiaries have
        been
        legally authorized and established in accordance with all applicable federal,
        state and local laws, statutes, regulations, rules, ordinances, orders,
        restrictions and requirements, except such as would not have a Material Adverse
        Effect. 

      


      5.11 Absence
        of Changes.
        Since
        June 30, 2005, there has not been any material change in the financial
        condition, the results of operations or the business of MainSource or its
        subsidiaries.

      


      5.12 Broker's,
        Finder's or Other Fees.
        Except
        for reasonable fees and expenses of MainSource's attorneys, accountants and
        investment bankers, all of which shall be paid by MainSource prior to the
        Effective Time, and except as set forth on the Disclosure Schedule, no agent,
        broker or other person acting on behalf of MainSource or its subsidiaries
        or
        under any authority of MainSource or its subsidiaries is or shall be entitled
        to
        any commission, broker's or finder's fee or any other form of compensation
        or
        payment from any of the parties hereto relating to this Agreement and the
        Merger
        contemplated hereby.

      


      ARTICLE
        VI

      


      COVENANTS
        OF UCBC

      


      UCBC
        covenants and agrees with MainSource and covenants and agrees to cause Union
        Federal to act as follows: 

      


      6.01. Shareholder
        Approval.
        (a)
        UCBC will submit this Agreement to its shareholders for approval and adoption
        at
        a meeting to be called and held in accordance with applicable law and the
        Articles of Incorporation and By-Laws of UCBC at the earliest possible
        reasonable date. Subject to Section 6.06 hereof, the Board of Directors of
        UCBC
        shall recommend to UCBC's shareholders that such shareholders approve and
        adopt
        this Agreement and the Company Merger contemplated hereby and will solicit
        proxies voting in favor of this Agreement from UCBC's shareholders.

      


      (b)
        Subject to Section 6.06 hereof, Union Federal shall submit this Agreement
        to
        UCBC, as its sole shareholder, for approval by unanimous written consent
        without
        a meeting in 


      
        
          
          

        

        
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      accordance
        with applicable law and the Charter and By-laws of Union Federal at a date
        reasonably in advance of the Effective Time. The Board of Directors of Union
        Federal shall recommend approval of this Agreement and the Subsidiary Merger
        to
        UCBC, as the sole shareholder of Union Federal, and UCBC as sole shareholder
        of
        Union Federal, shall approve this Agreement and the Subsidiary
        Merger.

      


      6.02. Other
        Approvals.
        (a)
        UCBC and Union Federal shall proceed expeditiously, cooperate fully and use
        their best efforts to assist MainSource in procuring upon reasonable terms
        and
        conditions all consents, authorizations, approvals, registrations and
        certificates, in completing all filings and applications and in satisfying
        all
        other requirements prescribed by law which are necessary for consummation
        of the
        Mergers on the terms and conditions provided in this Agreement at the earliest
        possible reasonable date.

      


      (b)
        UCBC
        and Union Federal will use commercially reasonable efforts to obtain any
        required third party consents to agreements, contracts, commitments, leases,
        instruments and documents described in the Disclosure Schedule and designated
        therein as material.

      


      (c)
        Any
        materials or information provided by UCBC or Union Federal to MainSource
        for use
        by MainSource in any filing with any state or federal regulatory agency or
        authority shall not contain any untrue or misleading statement of material
        fact
        or shall omit to state a material fact necessary to make the statements
        contained therein, in light of the circumstances in which they are made,
        not
        false or misleading.

      


      6.03. Conduct
        of Business.
        (a) On
        and after the date of this Agreement and until the Effective Time or until
        this
        Agreement is terminated as herein provided, neither UCBC nor Union Federal
        will,
        without the prior written consent of MainSource: 

      


      (i)
        make
        any changes in its capital stock accounts (including, without limitation,
        any
        stock issuance, stock split, stock dividend, recapitalization or
        reclassification);

      


      (ii)
        authorize a class of stock or issue, or authorize the issuance of, securities
        other than or in addition to the issued and outstanding common stock as set
        forth in Section 4.03 hereof;

      


      (iii)
        distribute or pay any dividends on its shares of common stock, or authorize
        a
        stock split, or make any other distribution to its shareholders, except that
        (A)
        Union Federal may pay cash dividends to UCBC in the ordinary course of business
        for payment of reasonable and necessary business and operating expenses of
        UCBC
        and to provide funds for UCBC's dividends to its shareholders in accordance
        with
        this Agreement, and (B) UCBC may pay to its shareholders its usual and customary
        cash dividend of no greater than $.15 per share for any quarterly period,
        provided that no dividend may be paid for the quarterly period in which the
        Mergers are scheduled to be consummated or consummated if, during such period,
        UCBC shareholders will become entitled to receive dividends on their shares
        of
        MainSource Common Stock received pursuant to this Agreement;

      


      (iv)
        redeem any of its outstanding shares of common stock;


      
        
          
          

        

        
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      (v)
        merge, combine or consolidate or effect a share exchange with or sell its
        assets
        or any of its securities to any other person, corporation or entity or enter
        into any other similar transaction not in the ordinary course of
        business;

      


      (vi)
        purchase any assets or securities or assume any liabilities of a bank holding
        company, bank, corporation or other entity, except in the ordinary course
        of
        business necessary to manage its investment portfolio; 

      


      (vii)
        make any loan or commitment to lend money, issue any letter of credit or
        accept
        any deposit, except in the ordinary course of business in accordance with
        its
        existing banking practices;

      


      (viii)
        except as provided in the Disclosure Schedule and for the acquisition or
        disposition in the ordinary course of business of other real estate owned,
        acquire or dispose of any real or personal property or fixed asset constituting
        a capital investment in excess of $15,000 individually or $50,000 in the
        aggregate;

      


      (ix)
        make
        any investment subject to any restrictions, whether contractual or statutory,
        which materially impairs the ability of UCBC or Union Federal to dispose
        freely
        of such investment at any time; subject any of their properties or assets
        to a
        mortgage, lien, claim, charge, option, restriction, security interest or
        encumbrance, except for tax and other liens which arise by operation of law
        and
        with respect to which payment is not past due or is being contested in good
        faith by appropriate proceedings, pledges or liens required to be granted
        in
        connection with acceptance by UCBC or Union Federal of government deposits
        and
        pledges or liens in connection with FHLB borrowings;

      


      (x)
        promote to a new position or increase the rate of compensation (except for
        promotions and compensation increases in the ordinary course of business
        and in
        accordance with past practices), or enter into any agreement to promote to
        a new
        position or increase the rate of compensation, of any director, officer or
        employee of UCBC or Union Federal, modify, amend or institute new employment
        policies or practices, or enter into, renew or extend any employment, indemnity,
        reimbursement, consulting, compensation or severance agreements with respect
        to
        any present or former directors, officers or employees of UCBC or Union Federal;
        

      


      (xi)
        except as contemplated by this Agreement, execute, create, institute, modify,
        amend or terminate any pension, retirement, savings, stock purchase, stock
        bonus, stock ownership, stock option, stock appreciation or depreciation
        right
        or profit sharing plans; any employment, deferred compensation, consulting,
        bonus or collective bargaining agreement; any group insurance or health contract
        or policy; or any other incentive, retirement, welfare or employee welfare
        benefit plan, agreement or understanding for current or former directors,
        officers or employees of UCBC or Union Federal; or change the level of benefits
        or payments under any of the foregoing or increase or decrease any severance
        or
        termination of pay benefits or any other fringe or employee benefits other
        than
        as required by law or regulatory authorities or the terms of any of the
        foregoing.


      
        
          
          

        

        
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      (xii)
        amend, modify or restate UCBC's or Union Federal’s organizational documents from
        those in effect on the date of this Agreement and as delivered to MainSource
        hereunder;

      


      (xii)
        give, dispose of, sell, convey or transfer; assign, hypothecate, pledge or
        encumber, or grant a security interest in or option to or right to acquire
        any
        shares of common stock or substantially all of the assets of UCBC or Union
        Federal, or enter into any agreement or commitment relative to the
        foregoing;

      


      (xiv)
        fail to maintain UCBC's reserve for loan losses at the greater of either
        $1,020,000 or .45% of total gross loans outstanding unless doing so would
        be
        inconsistent with generally accepted accounting principles;

      


      (xv)
        fail
        to accrue, pay, discharge and satisfy all debts, liabilities, obligations
        and
        expenses, including, but not limited to, trade payables, incurred in the
        regular
        and ordinary course of business as such debts, liabilities, obligations and
        expenses become due;

      


      (xvi)
        issue, or authorize the issuance of, any securities convertible into or
        exchangeable for any shares of the capital stock of UCBC or Union Federal;
        

      


      (xvii)
        except for obligations disclosed within this Agreement or the Disclosure
        Statement, FHLB advances, trade payables and similar liabilities and obligations
        incurred in the ordinary course of business and the payment, discharge or
        satisfaction in the ordinary course of business of liabilities reflected
        in the
        UCBC Financial Statements or the Subsequent UCBC Financial Statements, borrow
        any money or incur any indebtedness including, without limitation, through
        the
        issuance of debentures, or incur any liability or obligation (whether absolute,
        accrued, contingent or otherwise), in an aggregate amount exceeding
        $25,000;

      


      (xiii)
        open, close, move or, in any material respect, expand, diminish, renovate,
        alter
        or change any of its offices or branches;

      


      (xix)
        pay
        or commit to pay any management or consulting or other similar type of fees;
        or

      


      (xx)
        enter into any contract, agreement, lease, commitment, understanding,
        arrangement or transaction or incur any liability or obligation (other than
        as
        contemplated by Section 6.03(a)(vii) hereof and legal, accounting and fees
        related to the Mergers) requiring payments by UCBC or Union Federal which
        exceed
        $25,000, whether individually or in the aggregate, or that is not a trade
        payable or incurred in the ordinary course of business.

      


      (b)
        On
        and after the date of this Agreement and until the Effective Time or until
        this
        Agreement is terminated as herein provided, each of UCBC and Union Federal
        shall: (i) carry on its business diligently, substantially in the manner
        as is
        presently being conducted and in the ordinary course of business; (ii) use
        commercially reasonable best efforts to preserve its business organization
        intact, keep available the services of the present officers and employees
        and
        preserve its present relationships with customers and persons having business
        dealings with it; 


      
        
          
          

        

        
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      (iii)
        maintain all of the properties and assets that it owns or utilizes in the
        operation of its business as currently conducted in good operating condition
        and
        repair, reasonable wear and tear excepted; (iv) maintain its books, records
        and
        accounts in the usual, regular and ordinary manner, on a basis consistent
        with
        prior years and in compliance in all material respects with all statutes,
        laws,
        rules and regulations applicable to them and to the conduct of its business;
        (v)
        maintain a rating of at least two (2) from its latest safety and soundness
        and
        compliance examination; (vi) maintain a CRA rating of satisfactory; (vii)
        timely
        file all documents and reports required to be filed pursuant to the Securities
        Exchange Act of 1934, as amended; and (viii) not knowingly do or fail to
        do
        anything which will cause a breach of, or default in, any contract, agreement,
        commitment, obligation, understanding, arrangement, lease or license to which
        it
        is a party or by which it is or may be subject or bound which would reasonably
        be expected to have a Material Adverse Effect on the financial condition,
        results of operations, business, assets, or capital of UCBC or Union
        Federal.

      


      6.04. Insurance.
        UCBC
        and Union Federal shall maintain, or cause to be maintained, in full force
        and
        effect, insurance on its assets, properties and operations, fidelity coverage
        and directors' and officers' liability insurance in such amounts and with
        regard
        to such liabilities and hazards as are currently insured by UCBC or Union
        Federal as of the date of this Agreement. 

      


      6.05. Affiliate
        Agreements.
        UCBC
        shall, within thirty (30) days after the date of this Agreement and promptly
        thereafter until the Effective Time to reflect any changes, provide MainSource
        with a list identifying each person who may be deemed to be an affiliate
        of UCBC
        for purposes of Rule 145 under the Securities Act of 1933 (the "1933 Act").
        On
        or before the date on which such initial list of affiliates is provided to
        MainSource, and thereafter as may be required for a person who may be deemed
        an
        affiliate of UCBC following such date, UCBC shall obtain from each director,
        executive officer and other person who may be deemed to be such an affiliate
        of
        UCBC to deliver to MainSource on or prior to the Effective Time a written
        agreement, substantially in the form as attached hereto as Exhibit
        6.05.

      


      6.06. Acquisition
        Proposals.
        (a) On
        and after the date of this Agreement and until the Effective Time or until
        this
        Agreement is terminated as herein provided, except with the prior written
        approval of MainSource, neither UCBC nor Union Federal shall permit or authorize
        its directors, officers, employees, agents or representatives to, directly
        or
        indirectly, initiate, solicit or encourage, or provide information to, any
        corporation, association, partnership, person or other entity or group
        concerning any merger, consolidation, share exchange, combination, purchase
        or
        sale of substantial assets, sale of shares of common stock (or securities
        convertible or exchangeable into or otherwise evidencing, or any agreement
        or
        instrument evidencing the right to acquire, capital stock) or similar
        transaction relating to UCBC or Union Federal or to which UCBC or Union Federal
        may become a party (all such transactions are hereinafter referred to as
        "Acquisition Transactions"). 

      


      (b)
        UCBC
        shall promptly communicate to MainSource the terms of any proposal or offer
        which UCBC or Union Federal may receive with respect to an Acquisition
        Transaction. Notwithstanding anything to the contrary elsewhere in this
        Agreement, UCBC may, in response to an unsolicited written proposal with
        respect
        to an Acquisition Transaction from a third party, furnish information to,
        and
        negotiate, explore or otherwise engage in substantive discussions



      
        
          
          

        

        
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      with
        such
        third party, and enter into any such agreement, arrangement or understandings,
        in each case, only if UCBC's Board of Directors determines in good faith
        by
        majority vote, after consultation with its financial advisors and outside
        legal
        counsel, that failing to take such action would be a breach of the fiduciary
        duties of UCBC's Board of Directors in connection with seeking an Acquisition
        Transaction.

      


      (c)
        In
        the event UCBC's Board of Directors, after consultation with its financial
        advisors and outside legal counsel, determines in good faith that it would
        result in a violation of its fiduciary duties under applicable law to recommend
        this Agreement and the Company Merger to UCBC's shareholders for their approval,
        then in submitting this Agreement to the shareholders at the meeting of
        shareholders, UCBC may submit this Agreement without recommendation of approval,
        in which case the Board of Directors may communicate the basis for its lack
        of a
        recommendation of approval to the shareholders in the proxy statement or
        an
        appropriate amendment or supplement thereto to the extent required by
        law.

      


      (d)
        This
        Section 6.06 shall not authorize UCBC or Union Federal, or any of their
        directors, officers, employees, agents or representatives, to initiate any
        discussions or negotiations with respect to an Acquisition Transaction with
        a
        third party.

      


      6.07. Press
        Releases.
        Neither
        UCBC nor Union Federal nor MainSource will issue any press or news releases
        or
        make any other public announcements or disclosures relating to the Mergers
        without providing a final copy of such press or news release to the other
        party
        and providing such party with a reasonable opportunity to comment on such
        press
        or news release.

      


      6.08. Material
        Changes to Disclosure Schedules.
        UCBC
        and Union Federal shall promptly supplement, amend and update, upon the
        occurrence of any change prior to the Effective Time, and as of the Effective
        Time, the Disclosure Schedule with respect to any matters or events hereafter
        arising which, if in existence or having occurred as of the date of this
        Agreement, would have been required to be set forth or described in the
        Disclosure Schedule or this Agreement and including, without limitation,
        any
        fact which, if existing or known as of the date hereof, would have made any
        of
        the representations or warranties of UCBC or Union Federal contained herein
        materially incorrect, untrue or misleading. No such supplement, amendment
        or
        update shall become part of the Disclosure Schedule unless MainSource shall
        have
        first consented in writing with respect thereto.

      


      6.09. Access;
        Information.
        (a)
        MainSource and UCBC, and their representatives and agents, shall, at all
        times
        during normal business hours prior to the Effective Time, have full and
        continuing access to the properties, facilities, operations, books and records
        of the other party. MainSource and UCBC, and their representatives and agents
        may, prior to the Effective Time, make or cause to be made such reasonable
        investigation of the operations, books, records and properties of the other
        party and their subsidiaries and of their financial and legal condition as
        deemed necessary or advisable to familiarize themselves with such operations,
        books, records, properties and other matters; provided, however, that such
        access or investigation shall not interfere unnecessarily with the normal
        business operations of UCBC, Union Federal or MainSource. Upon request, UCBC
        and
        MainSource will furnish the other party or its representatives or agents,
        their
        attorneys' responses to external auditors requests for information,



      
        
          
          

        

        
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      management
        letters received from their external auditors and such financial, loan and
        operating data and other information reasonably requested by MainSource or
        UCBC
        which has been or is developed by the other party, its auditors, accountants
        or
        attorneys (provided with respect to attorneys, such disclosure would not
        result
        in the waiver by the other party of any claim of attorney-client privilege),
        and
        will permit MainSource or UCBC or their representatives or agents to discuss
        such information directly with any individual or firm performing auditing
        or
        accounting functions for UCBC or MainSource, as applicable, and such auditors
        and accountants will be directed to furnish copies of any reports or financial
        information as developed to MainSource or UCBC or its representatives or
        agents,
        as applicable. No investigation by MainSource or UCBC shall affect the
        representations and warranties made by UCBC, Union Federal or MainSource
        herein.
        Any confidential information or trade secrets received by MainSource, UCBC
        or
        their representatives or agents in the course of such examination will be
        treated confidentially, and any correspondence, memoranda, records, copies,
        documents and electronic or other media of any kind containing such confidential
        information or trade secrets or both shall be destroyed by MainSource or
        UCBC,
        as applicable, or at MainSource’s or UCBC's request, returned to MainSource or
        UCBC, as applicable, in the event this Agreement is terminated as provided
        in
        Article IX hereof. This Section 6.09 will not require the disclosure of any
        information to MainSource or UCBC which would be prohibited by law. The ability
        of MainSource or UCBC to consult with any tax advisor (including a tax advisor
        independent from all other entities involved in the transactions contemplated
        hereby) shall not be limited by this Agreement in any way, provided that
        any
        such tax advisor is otherwise subject to and is bound by this Section 6.09.
        Notwithstanding anything herein to the contrary (other than the preceding
        sentence), except as reasonably necessary to comply with applicable securities
        laws, MainSource and UCBC (and each employee, representative or agent of
        MainSource and UCBC) may disclose to any and all persons, without limitation
        of
        any kind, the tax treatment (as defined in Treas. Reg. § 1.6011-4) of the
        transactions contemplated hereby and all materials of any kind (including
        opinions or other tax analyses) that are or have been provided to MainSource
        or
        UCBC relating to such tax structure, provided that, in the case of any materials
        that contain information other than the tax treatment or tax structure of
        the
        transactions contemplated hereby (including, but not limited to, any information
        relating to the pricing or any cost of the transactions contemplated hereby
        or
        the identity of any party to the transactions contemplated hereby), this
        sentence shall apply to such materials only to the extent that such materials
        contain the tax treatment or tax structure of the transactions contemplated
        hereby and MainSource and UCBC shall take all action necessary to prevent
        the
        disclosure of such other information as otherwise provided herein. The
        immediately preceding sentence shall not be effective until the earliest
        of (a)
        the date of the public announcement of discussions relating to any of the
        transactions contemplated hereby, (b) the date of the public announcement
        of any
        of the transactions contemplated hereby or (c) the date of the execution
        of an
        agreement, with or without conditions, to enter into any of the transactions
        contemplated hereby.

      


      (b)
        Beginning on the date of this Agreement, James L. Saner, President of
        MainSource, or his designees, shall be entitled to receive notice of and
        to
        attend all regular and special meetings of the board of directors and all
        committees of UCBC and Union Federal, including, without limitation, the
        loan
        committee, investment committee, the executive committee, the personnel
        committee, and any other committee of UCBC and Union Federal, except that
        any
        such person shall be excluded from the portion of any meeting where this
        Agreement or the 


      
        
          
          

        

        
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      transactions
        contemplated by this Agreement are being discussed.

      


      6.10. Financial
        Statements.
        As soon
        as reasonably available after the date of this Agreement, UCBC will deliver
        to
        MainSource any additional audited consolidated financial statements which
        have
        been prepared on its behalf or at its direction, the monthly consolidated
        unaudited balance sheets and profit and loss statements of UCBC prepared
        for its
        internal use, Union Federal’s TFRs for each quarterly period completed prior to
        the Effective Time, and all other financial reports or statements submitted
        to
        regulatory authorities after the date hereof, to the extent permitted by
        law
        (collectively, "Subsequent UCBC Financial Statements"). The Subsequent UCBC
        Financial Statements will be prepared on a basis consistent with past accounting
        practices and generally accepted accounting principles applied on a consistent
        basis to the extent applicable and shall present fairly the financial condition
        and results of operations as of the dates and for the periods presented.
        The
        Subsequent UCBC Financial Statements, including the notes thereto, will not
        include any assets, liabilities or obligations or omit to state any assets,
        liabilities or obligations, absolute or contingent, or any other facts, which
        inclusion or omission would render such financial statements inaccurate,
        incomplete or misleading in any material respect. As soon as internally
        available after the date of this Agreement, MainSource will deliver to UCBC
        any
        additional audited consolidated financial statements which have been prepared
        on
        its behalf or at its direction and the quarterly consolidated unaudited balance
        sheets and profit and loss statements of MainSource (collectively, "Subsequent
        MainSource Financial Statements"). The Subsequent MainSource Financial
        Statements will be prepared on a basis consistent with past accounting practices
        and generally accepted accounting principles applied on a consistent basis
        to
        the extent applicable and shall present fairly the financial condition and
        results of operations as of the dates and for the periods presented. The
        Subsequent MainSource Financial Statements, including the notes thereto,
        will
        not include any assets, liabilities or obligations or omit to state any assets,
        liabilities or obligations, absolute or contingent, or any other facts, which
        inclusion or omission would render such financial statements inaccurate,
        incomplete or misleading in any material respect.

      


      6.11. Environmental.
        If
        requested by MainSource, UCBC and Union Federal will cooperate with an
        environmental consulting firm designated by MainSource in connection with
        the
        conduct, at MainSource's expense, by such firm of a phase one environmental
        investigation on all real property owned or leased by UCBC or Union Federal
        as
        of the date of this Agreement, and any real property acquired or leased by
        UCBC
        or Union Federal after the date of this Agreement. In the event MainSource
        requests a phase two environmental investigation on any real property owned
        or
        leased by UCBC or Union Federal as of the date of this Agreement or acquired
        or
        leased by UCBC or Union Federal after the date of this Agreement, UCBC and
        Union
        Federal will cooperate with the environmental firm designated by MainSource
        in
        connection with the conduct by such firm of a phase two environmental
        investigation.

      


      In
        the
        event that the cost of taking all remedial or other corrective actions and
        measures (i) required by applicable law, or (ii) recommended or suggested
        by
        such report or reports or (iii) reasonably considered by MainSource to be
        prudent in light of serious life, health or safety concerns, exceed the sum
        of
        $150,000, in the aggregate, as reasonably estimated by such environmental
        firm,
        or if the cost of such actions and measures cannot be so reasonably estimated
        by
        such environmental firm to be such amount or less with any reasonable degree
        of



      
        
          
          

        

        
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      certainty,
        then MainSource shall have the right pursuant to Section 9.01(b) hereof,
        for a
        period of 15 business days following receipt of such estimate or indication
        that
        the cost of such actions and measures cannot be so reasonably estimated,
        to
        terminate this Agreement, which shall be MainSource’s sole remedy in such event.
        MainSource agrees to pay the costs of any phase two investigation prepared
        or
        conducted at MainSource’s request pursuant to this Section 6.11 which does not
        recommend or suggest as being appropriate the taking of any remedial or
        corrective actions. UCBC agrees to pay the costs of any phase two investigation
        prepared or conducted at MainSource’s request pursuant to this section which
        recommends or suggests as being appropriate the taking of any remedial or
        corrective action.

      


      6.12. Governmental
        Reports.
        Promptly upon its becoming available, UCBC shall furnish to MainSource one
        (1)
        copy of each financial statement, report, notice, or proxy statement sent
        by
        UCBC or Union Federal to any Governmental Authority or to UCBC’s shareholders
        generally and of each regular or periodic report, registration statement
        or
        prospectus filed by UCBC with the SEC or any successor agency, and of any
        order
        issued by any Governmental Authority in any proceeding to which UCBC or Union
        Federal is a party. Promptly upon its becoming publicly available, MainSource
        shall furnish to UCBC one (1) copy of each financial statement, report, notice,
        or proxy statement sent by MainSource to any Governmental Authority or to
        MainSource’s shareholders generally and of each regular or periodic report,
        registration statement or prospectus filed by MainSource with the SEC or
        any
        successor agency, and of any order issued by any Governmental Authority in
        any
        proceeding to which MainSource is a party. For purposes of this provision,
        "Governmental Authority" shall mean any government (or any political subdivision
        or jurisdiction thereof), court, bureau, agency or other governmental entity
        having or asserting jurisdiction over the applicable party or its business,
        operations or properties.

      


      6.13. Adverse
        Actions.
        Neither
        UCBC nor Union Federal shall knowingly take any action that is intended or
        is
        reasonably likely to result in (w) any of their representations and warranties
        set forth in this Agreement being or becoming untrue in any respect at any
        time
        at or prior to the Effective Time, (x) any of the conditions to the Mergers
        set
        forth in Article VIII not being satisfied, (y) a material violation of any
        provision of this Agreement or (z) a delay in the consummation of the Mergers
        except, in each case, as may be required by applicable law or
        regulation.

      


      6.14. ESOP.
        UCBC
        shall take any such actions as are necessary to ensure that (i) all UCBC
        employees who are participants in the UCBC ESOP have the opportunity to complete
        an Election Form and to vote with respect to the Company Merger, (ii) the
        ESOP
        trustee has the authority necessary to sell or exchange the UCBC stock held
        by
        the ESOP and to otherwise participate in the transactions contemplated by
        this
        Agreement, and (iii) no violation of ERISA or the Code occurs in the termination
        of the ESOP, the ESOP’s sale or exchange of the UCBC stock held by the ESOP, or
        the transactions contemplated by this Agreement, that cannot be cured to
        the
        satisfaction of the Service. Additionally, UCBC shall take any such actions
        as
        are necessary to ensure that, as
        of the
        Effective Time or as soon as practicable thereafter, subject to receipt of
        a
        favorable ruling of the Service with respect to the termination of the ESOP
        and
        conditioned upon consummation of the Mergers, the UCBC ESOP shall
        be
        terminated, all shares of UCBC Common Stock held by the UCBC ESOP shall be
        converted into rights to receive the 


      
        
          
          

        

        
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      Merger
        Consideration in respect thereof, to the extent consistent with Section 8.7(j)
        of the ESOP, all outstanding indebtedness of the UCBC ESOP shall be repaid
        using: (i) unallocated UCBC shares held by the UCBC ESOP or the Cash
        Consideration received for such unallocated shares, to the extent allowed
        by
        applicable law, (ii) all amounts held in the suspense account, and (iii)
        finally
        with such other payments as determined appropriate by UCBC and MainSource,
        any
        assets remaining in the suspense fund under the UCBC ESOP after payment of
        all
        outstanding indebtedness and other liabilities of the ESOP shall be allocated
        to
        the contribution accounts of the UCBC employees who are participants in the
        ESOP, and the net assets of the UCBC ESOP shall be distributed to such
        participants under the UCBC ESOP, subject to the receipt of a favorable
        determination letter from the Service and except as otherwise required by
        applicable law. UCBC shall file the notifications or applications with the
        Service necessary to comply with the provisions of this Section 6.14, subject
        to
        MainSource’s prior review and approval of such notifications and applications.
        If for any reason the Service will not permit the UCBC ESOP to be terminated
        or
        distributions to be made to employees of UCBC as provided above unless the
        UCBC
        ESOP is amended, UCBC may make such required amendments; provided, however,
        that
        (i) no such amendment shall require or have the effect of requiring MainSource
        to make any contributions to the UCBC ESOP after the Effective Time; (ii)
        no
        such amendments shall require or have the effect of requiring UCBC to make
        any
        contributions to the UCBC ESOP at or prior to the Effective Time in addition
        to
        any contributions that otherwise would be required; (iii) any such amendment
        shall be conditioned upon its not having an adverse effect upon the qualified
        status of the UCBC ESOP under Section 401(a) of the Code, and (iv) no such
        amendment shall require or have the effect of requiring the continuation
        of the
        UCBC ESOP after the Effective Time except to the extent and for so long as
        the
        UCBC ESOP may be so continued without having an adverse effect on the qualified
        status under Section 401(a) of the Code of any other employee pension benefit
        plan of MainSource that is intended to be so qualified. UCBC shall make no
        contributions to the UCBC ESOP between the date hereof and the Effective
        Time
        other than such as may be required to maintain the tax-qualified status of
        the
        UCBC ESOP or to enable the UCBC ESOP to make required payments on the loans
        currently outstanding to it.

      


      With
        respect to UCBC stock allocated to the accounts of each ESOP participant,
        said
        participants shall be entitled to vote on the approval and adoption of this
        Agreement and shall be entitled to select the Merger Consideration, similar
        to
        any other shareholder of UCBC. Unallocated UCBC stock held by the ESOP shall
        be
        voted by the ESOP Trustee as provided in the ESOP; however, only Cash
        Consideration shall be paid for the unallocated UCBC stock held by the
        ESOP.

      


      Before
        the adoption of any amendment of the ESOP, UCBC shall first submit the amendment
        to MainSource for its review and approval. Throughout the ESOP termination
        process, UCBC shall keep MainSource timely informed of the planning for and
        occurrence of the transactions involved in the termination. Subsequent to
        the
        Effective Time, Merger Corp shall be the successor of UCBC with respect to
        the
        ESOP and Merger Corp shall hold all authority necessary to terminate the
        ESOP as
        otherwise provided herein.

      


      6.15. UCBC
        Stock Option Plan.
        Within
        forty-five (45) days of the date of this Agreement, UCBC shall use its best
        efforts to obtain written consents from each holder to whom a UCBC Stock
        Option
        is outstanding consenting to the disposition of such option in accordance
        


      
        
          
          

        

        
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      with
        the
        provisions of Section 3.01 above, and agreeing not to exercise such option
        on or
        before the Effective Date unless (A) this Agreement is terminated and the
        Company Merger is abandoned pursuant to Article IX or (B) such exercise is
        made
        not more than one week before the date on which the option otherwise would
        cease
        to be exercisable; provided, however, that UCBC shall obtain such consents
        from
        the members of the Board of Directors of UCBC who hold such UCBC Stock
        Options.

      


      6.16. Recognition
        and Retention Plan.
        Shares
        of UCBC Common Stock held in the Union Federal Recognition and Retention
        Plan
        (the “RRP”) which vest at the Effective Time shall be converted into the Merger
        Consideration to the extent provided in Article III and pursuant to Election
        Forms properly completed by or on behalf of the recipients of awards of such
        shares.

      


      6.17. Defined
        Contribution Plan.
        On and
        after the date of this Agreement, and until the plan is merged or disposed
        of in
        a legal manner, or participation in the plan is otherwise discontinued, and
        at a
        time to be determined by MainSource or until this Agreement shall be terminated
        as herein provided:

      


      (i)
        UCBC
        shall continue to participate in the Financial Institutions Thrift Plan (the
        “UCBC 401(k) Plan” or “401(k) Plan”) in accordance with its terms and
        conditions, as set forth in its plan and trust document as of the date of
        this
        Agreement, and in accordance with applicable law; 

      


      (ii)
        UCBC
        or Union Federal shall continue to fund all employee and employer contributions
        to the 401(k) Plan which are required during this time period. However, UCBC
        and
        Union Federal may only make discretionary employer contributions after receipt
        of written approval from MainSource, which approval shall not be unreasonably
        withheld if the amount of any discretionary employer contributions are not
        in
        excess of the discretionary employer contributions made by UCBC or Union
        Federal
        to the 401(k) Plan during the last Plan Year; and

      


      (iii)
        neither UCBC nor Union Federal shall amend, or cause an amendment of, the
        401(k)
        Plan without the prior written consent of MainSource, except for any amendment
        which is necessary to maintain the qualification of the 401(k) Plan and its
        related employee benefit trust for favorable income tax treatment under Sections
        401(a) and 501(a) of the Code, respectively, or as otherwise required by
        law,
        regulations, the Service or the Department of Labor.

      


      (iv)
        UCBC
        and Union Federal shall not terminate or agree to the termination of the
        appointment of any fiduciary as defined in ERISA with respect to the 401(k)
        Plan
        without the prior written consent of MainSource, which consent shall not
        be
        unreasonably withheld, except for any termination attributable to a breach
        by
        such fiduciary of any fiduciary duty imposed on the fiduciary under ERISA;
        and

      


      (v)
        neither UCBC nor Union Federal shall terminate, agree to the termination
        of, or
        cause the termination of any agreement with any service provider providing
        services to the 401(k) Plan as of the date of this Agreement without the
        prior
        written consent of MainSource, 


      
        
          
          

        

        
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      which
        consent shall not be unreasonably withheld, except for any termination
        attributable to a breach by such service provider of its service
        agreement.

      


      6.18. Defined
        Benefit Plan.
        Prior
        to the Effective Time, the Board of Directors of UCBC shall take the following
        actions with respect to UCBC’s participation in the Financial Institutions
        Retirement Fund (“Benefit Plan”): (a) amend UCBC’s participation in the Benefit
        Plan to (i) discontinue any further accrual of benefit under the Benefit
        Plan by
        a UCBC director or employee participating in the Benefit Plan (“UCBC
        Participant”) as of the date of execution of this Agreement and (ii) terminate
        and otherwise discontinue UCBC’s participation in the Benefit Plan on or before
        the Effective Time; (b) deposit funds sufficient to pay from the Benefit
        Plan to
        each UCBC Participant the present value of his accrued benefit; (c) calculate
        the present value of each UCBC Participant’s accrued benefit based on the
        mortality tables contained in the Benefit Plan and using the highest applicable
        interest rate provided by the Benefit Plan and as permitted by applicable
        law
        and the Pension Benefit Guaranty Corporation; and (d) pay from the Benefit
        Plan
        the amount referred to in (c) to each UCBC Participant, in a single sum in
        cash
        or, if elected by the payee, a paid up annuity contract, on or before the
        Effective Time. UCBC shall take any actions necessary to effectuate the
        foregoing, including filing
        appropriate applications with the Service necessary to comply with the
        provisions of this Section 6.18, but otherwise subject to MainSource’s prior
        review and approval of such actions and applications. In
        addition, prior to the adoption of any amendment to the Benefit Plan, MainSource
        shall be allowed to first review and approve such amendment, and MainSource
        shall be promptly copied on any correspondence between the Benefit Plan and
        UCBC
        or UCBC’s counsel. Subsequent to the Effective Time, Merger Corp shall be the
        successor of UCBC with respect to the Benefit Plan and Merger Corp shall
        hold
        all authority necessary to comply with the provisions of this Section
        6.18.

      


      6.19. Employment
        Agreements.

      


      (a)
        Prior
        to the Effective Time, Joseph E. Timmons will continue to be paid the
        compensation provided for in his employment agreement with Union Federal
        dated
        as of December 29, 1997, and will continue participating in the employee
        benefit, retirement, and compensation plans and other perquisites provided
        for
        in such Agreement. Any benefits payable under insurance, health, retirement
        and
        bonus plans through the Effective Date will be paid when due under those
        plans.
        At the Effective Time, Mr. Timmons’ employment agreement with Union Federal
        shall terminate, and Union Federal shall pay to Mr. Timmons, in consideration
        of
        such termination, a cash sum equal to the amount payable to Mr. Timmons under
        Section 8(B)(1) of the Agreement, subject to any reduction required by Section
        15 of the Agreement. Union Federal will use its best efforts to obtain from
        Mr.
        Timmons within thirty (30) days after the date as of which this Agreement
        is
        dated, a binding written commitment, in the event the Company Merger is
        consummated, to accept the amounts payable under this Section 6.19(a) in
        lieu of
        any amounts that otherwise would be payable, and benefits to which he would
        be
        entitled, under his employment agreement.

      


      (b)
        Prior
        to the Effective Time, Alan L. Grimble will continue to be paid the compensation
        provided for in his employment agreement with Union Federal dated as of July
        1,
        2001, and will continue participating in the employee benefit, retirement,
        and
        compensation plans and other perquisites provided for in such Agreement.
        Any
        benefits payable under 


      
        
          
          

        

        
          44

          
            

          

        

        
          
          

        

      


      insurance,
        health, retirement and bonus plans through the Effective Date will be paid
        when
        due under those plans. At the Effective Time, Mr. Grimble’s employment agreement
        with Union Federal shall terminate, and Union Federal shall pay to Mr. Grimble,
        in consideration of such termination, a cash sum equal to the amount payable
        to
        Mr. Grimble under Section 8(B)(1) of the Agreement, subject to any reduction
        required by Section 15 of the Agreement. Union Federal will use its best
        efforts
        to obtain from Mr. Grimble within thirty (30) days after the date as of which
        this Agreement is dated, a binding written commitment, in the event the Company
        Merger is consummated, to accept the amounts payable under this Section 6.19(b)
        in lieu of any amounts that otherwise would be payable, and benefits to which
        he
        would be entitled, under his employment agreement.

      


      (c)
        Prior
        to the Effective Time, J. Lee Walden will continue to be paid the compensation
        provided for in his employment agreement with Union Federal dated as of August
        2, 2002, and will continue participating in the employee benefit, retirement,
        and compensation plans and other perquisites provided for in such Agreement.
        Any
        benefits payable under insurance, health, retirement and bonus plans through
        the
        Effective Date will be paid when due under those plans. At the Effective
        Time,
        Mr. Walden’s employment agreement with Union Federal shall terminate, and Union
        Federal shall pay to Mr. Walden, in consideration of such termination, a
        cash
        sum equal to the amount payable to Mr. Walden under Section 8(B)(1) of the
        Agreement, subject to any reduction required by Section 15 of the Agreement.
        Union Federal will use its best efforts to obtain from Mr. Walden within
        thirty
        (30) days after the date as of which this Agreement is dated, a binding written
        commitment, in the event the Company Merger is consummated, to accept the
        amounts payable under this Section 6.19(c) in lieu of any amounts that otherwise
        would be payable, and benefits to which he would be entitled, under his
        employment agreement.

      


      6.20 Short-Swing
        Trading Exception.
        UCBC’s
        board of directors shall adopt such resolutions as are necessary to cause
        any
        shares of UCBC Common Stock or UCBC Stock Options owned by executive officers
        and directors of UCBC and canceled in the Company Merger to qualify for the
        exemptions provided in Rule 16b-3(d) under the Securities Exchange Act of
        1934,
        as amended.

      


      ARTICLE
        VII

      


      COVENANTS
        OF MAINSOURCE

      


      MainSource
        covenants and agrees with UCBC and Union Federal as follows: 

      


      7.01. Approvals.
        MainSource shall have primary responsibility for the preparation, filing
        and
        costs of all bank holding company and bank regulatory applications required
        for
        consummation of the Mergers, and shall file such applications as promptly
        as
        practicable and in the most expeditious manner practicable, and in any event,
        within thirty (30) days after the execution of this Agreement. MainSource
        shall
        provide to UCBC's counsel copies of all applications filed and copies of
        all
        material written communications with all state and federal bank regulatory
        agencies relating to such applications. MainSource shall proceed expeditiously,
        cooperate fully and use its best efforts to procure, upon terms and conditions
        reasonably acceptable to MainSource, all consents, authorizations, approvals,
        registrations and certificates, 


      
        
          
          

        

        
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      to
        complete all filings and applications and to satisfy all other requirements
        prescribed by law which are necessary for consummation of the Mergers on
        the
        terms and conditions provided in this Agreement at the earliest possible
        reasonable date. 

      


      7.02. SEC
        Registration.
        (a)
        MainSource shall file with the SEC as promptly as practicable and in the
        most
        expeditious manner practicable, and in any event, within forty-five (45)
        days
        after the execution of this Agreement, a Registration Statement on an
        appropriate form under the 1933 Act covering the shares of MainSource Common
        Stock to be issued pursuant to this Agreement and shall use its best efforts
        to
        cause the same to become effective and thereafter, until the Effective Time
        or
        termination of this Agreement, to keep the same effective and, if necessary,
        amend and supplement the same. Such Registration Statement and any amendments
        and supplements thereto are referred to in this Agreement as the "Registration
        Statement". The Registration Statement shall include a proxy
        statement-prospectus reasonably acceptable to MainSource and UCBC, prepared
        for
        use in connection with the meeting of shareholders of UCBC referred to in
        Section 6.01 hereof, all in accordance with the rules and regulations of
        the
        SEC. MainSource shall, as soon as practicable after filing the Registration
        Statement, make all filings required to obtain all blue sky exemptions,
        authorizations, consents or approvals required for the issuance of MainSource
        common stock.

      


      7.03. Employee
        Benefit Plans.

      


      (a)
        Following the Effective Time, at a time to be determined by MainSource in
        its
        sole discretion, MainSource will make available to the officers and employees
        of
        UCBC and Union Federal who continue as employees of Merger Corp or any
        subsidiary of MainSource after the Effective Time, subject to Section 7.03(c)
        hereof, substantially the same employee benefits on substantially the same
        terms
        and conditions as MainSource offers to similarly situated officers and
        employees. UCBC’s and Union Federal’s employees will receive full credit for
        prior service with UCBC or Union Federal or their predecessors, for purposes
        of
        eligibility, vesting and period of service requirements under these employee
        benefit plans of MainSource and its subsidiaries. Those employees of UCBC
        or
        Union Federal who become employees of MainSource or its subsidiaries at the
        Effective Time (“Former UCBC Employees”) shall become eligible to participate in
        MainSource’s employee benefit plans as soon as reasonably practicable after the
        Effective Time, and shall not be subject to any waiting periods or pre-existing
        condition limitations under the medical, dental and health plans of MainSource
        or its subsidiaries in which they are eligible to participate at the Effective
        Time.

      


      (b)
        As
        soon as reasonably practicable following the Effective Time, subject to
        applicable law and the requirements of the MainSource Financial Group, Inc.
        401(k) Plan (“MainSource 401(k) Plan”), MainSource shall succeed UCBC as the
        participating employer in the UCBC 401(k) Plan, thereafter discontinue
        participation in the UCBC 401(k) Plan, as otherwise provided in the UCBC
        401(k)
        Plan document, and amend as necessary the MainSource 401(k) Plan so that,
        (i)
        from and after the Effective Time, employees of UCBC who become employees
        of the
        Surviving Corporation will accrue benefits pursuant to the MainSource 401(k)
        Plan, and (ii) from and after the merger of those plans, former UCBC employees
        participating in the MainSource 401(k) Plan shall receive credit for eligibility
        and vesting purposes, for the service of such employees with UCBC and Union
        Federal or their predecessors prior to the Effective Time as if



      
        
          
          

        

        
          46

          
            

          

        

        
          
          

        

      


      such
        service were with MainSource or its subsidiaries; provided, however, that
        the
        benefit of any such former UCBC employee in respect of service prior to the
        Effective Time shall be determined under the contribution formulae under
        the
        UCBC 401(k) Plan as in effect from time to time prior to the Effective Time
        and
        the benefit of any such former UCBC employee in respect of service from and
        after the Effective Time shall be determined under the contribution formulae
        under the MainSource 401(k) Plan as in effect from time to time from and
        after
        the Effective Time.

      


      (c)
        Neither the terms of this Section 7.03 nor the provision of any employee
        benefits by MainSource or any of its subsidiaries to employees of UCBC or
        Union
        Federal shall:

      


      (i)
        create any employment contract, agreement or understanding with or employment
        rights for, or constitute a commitment or obligation of employment to, any
        of
        the officers or employees of UCBC or Union Federal; or 

      


      (ii)
        prohibit or restrict MainSource, whether before or after the Effective Time,
        from changing, amending or terminating any employee benefits provided to
        its
        employees from time to time, provided such change, amendment or termination
        does
        not affect the qualified status of such employee benefits or violate applicable
        law or regulations.

      


      7.04. Adverse
        Actions.
        MainSource shall not knowingly take any action that is intended or is reasonably
        likely to result in (i) any of its representations and warranties set forth
        in
        this Agreement being or becoming untrue in any respect at any time at or
        prior
        to the Effective Time, (ii) any of the conditions to the Merger set forth
        in
        Article VIII not being satisfied, (iii) a material violation of any provision
        of
        this Agreement or (iv) a delay in the consummation of the Mergers except,
        in
        each case, as may be required by applicable law or regulation.

      


      7.05. Severance.
        With
        the exception of Joseph E. Timmons, Alan L. Grimble and J. Lee Walden, those
        employees of UCBC or its subsidiaries as of the Effective Time whom MainSource
        or its subsidiaries elect not to employ after the Effective Time or who are
        terminated other than for cause within one year after the Effective Date
        or
        voluntarily resign within one year after the Effective Date after being notified
        that, as a condition of employment, they must work at a location more than
        30
        miles from their former location of employment or that their salary will
        be
        materially decreased, shall be entitled to severance benefits equal to those
        described in Exhibit
        7.05
        hereto
        (to the extent not inconsistent with the foregoing). Nothing in this Section
        7.05 shall be deemed to limit or modify MainSource’s at will employment
        policy.

      


      7.06. D
        &O Insurance/Indemnification.

      


      (a)
        For a
        period of three (3) years from the Effective Time, MainSource shall use its
        reasonable best efforts to obtain an endorsement to its director’s and officer’s
        liability insurance policy to cover the present and former officers and
        directors of UCBC and Union Federal (determined as of the Effective Time)
        with
        respect to claims against such directors and officers arising from facts
        or
        events which occurred before the Effective Time, which insurance shall contain
        at least the same coverage and amounts, and contain terms and conditions
        no less
        advantageous, as that coverage currently provided by UCBC; provided, however,
        that if 


      
        
          
          

        

        
          47

          
            

          

        

        
          
          

        

      


      MainSource
        is unable to obtain such endorsement, then UCBC may purchase tail coverage
        under
        its existing director and officer liability insurance policy for such claims;
        provide, further that in no event shall MainSource be required to expend
        in the
        aggregate during such three-year period more than three (3) times the current
        annual amount spent by UCBC (the “Insurance Amount”) to maintain or procure its
        current directors’ and officers’ insurance coverage; provided, further, that if
        MainSource is unable to maintain or obtain the insurance called for by this
        Section 7.06, MainSource shall use its reasonable best efforts to obtain
        as much
        comparable insurance as is available for the Insurance Amount; provided,
        further, that officers and directors of UCBC or Union Federal may be required
        to
        make application and provide customary representations and warranties to
        MainSource’s insurance carrier for the purpose of obtaining such insurance.


      


      (b)
        For
        six (6) years after the Effective Time, MainSource shall indemnify, defend
        and
        hold harmless the present and former officers and directors of UCBC and Union
        Federal against all losses, expenses (including attorneys’ fees), claims,
        damages or liabilities arising out of actions or omission occurring on or
        prior
        to the Effective Time (including, without limitation, the transactions
        contemplated by this Agreement) to the full extent then permitted under the
        IBCL
        and by MainSource’s Articles of Incorporation as in effect on the date hereto,
        including provisions relating to advances of expenses incurred in the defense
        of
        any action or suit.

      


      (c)
        If
        MainSource shall consolidate with or merge into any other entity and shall
        not
        be the continuing or surviving entity of such consolidation or merger or
        shall
        transfer all or substantially all of its assets to any entity, then and in
        each
        case, proper provision shall be made so that the successors and assigns of
        MainSource shall assume the obligations set forth in this Section
        7.06.

      


      


      7.07 Short-Swing
        Trading Exemption.
        Prior
        to the Effective Date, the board of directors of MainSource shall adopt such
        resolutions as necessary to cause any shares of MainSource Common Stock to
        be
        received by executive officers and directors of UCBC as part of the Merger
        Consideration to qualify for the exemptions provided in Rule 16b-3(d) under
        the
        Securities Exchange Act of 1934, as amended.

      


      7.08 Formation
        of MergerCorp and Execution of Agreement and Plan of Merger.
        MainSource agrees to file the necessary regulatory applications to organize
        MergerCorp promptly after the execution of this Agreement. MainSource shall
        cause MergerCorp to execute the Agreement for Subsidiary Merger attached
        as
Exhibit
        2.01(e)(ii)
        as soon
        as practicable after it has been organized.

      


      ARTICLE
        VIII

      


      CONDITIONS
        PRECEDENT TO THE MERGERS

      


      8.01. MainSource.
        The
        obligation of MainSource to consummate the Mergers is subject to the
        satisfaction and fulfillment of each of the following conditions on or prior
        to
        the Effective Time, unless waived in writing by MainSource:


      
        
          
          

        

        
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      (a)
        Representations
        and Warranties at Effective Time.
        Each of
        the representations and warranties of UCBC and Union Federal contained in
        this
        Agreement shall be true, accurate and correct in all material respects at
        and as
        of the Effective Time as though such representations and warranties had been
        made or given on and as of the Effective Time (except that representations
        and
        warranties that by their express terms speak as of the date of this Agreement
        or
        some other date shall be true and correct only as of such date); provided
        that
        no representation or warranty of UCBC or Union Federal shall be deemed untrue,
        inaccurate or incorrect for purposes hereunder as a consequence of the existence
        of any fact, event or circumstance inconsistent with such representation
        or
        warranty, unless such fact, event or circumstance, individually or taken
        together with all other facts, events or circumstances inconsistent with
        any
        representations or warranty of UCBC or Union Federal, has had or would result
        in
        a Material Adverse Effect on UCBC. 

      


      (b)
        Covenants.
        Each of
        the covenants and agreements of UCBC and Union Federal shall have been fulfilled
        or complied with in all material respects from the date of this Agreement
        through and as of the Effective Time. 

      


      (c)
        Deliveries
        at Closing.
        MainSource shall have received from UCBC at the Closing the items and documents,
        in form and content reasonably satisfactory to MainSource, set forth in Section
        11.02(b) hereof.

      


      (d)
        Registration
        Statement Effective.
        MainSource shall have registered its shares of MainSource Common Stock to
        be
        issued to shareholders of UCBC in accordance with this Agreement with the
        SEC
        pursuant to the 1933 Act, and all state securities and blue sky approvals,
        authorizations and exemptions required to offer and sell such shares shall
        have
        been received by MainSource. The Registration Statement with respect thereto
        shall have been declared effective by the SEC and no stop order shall have
        been
        issued or threatened. 

      


      (e)
        Regulatory
        Approvals.
        All
        regulatory approvals required to consummate the transactions contemplated
        hereby, shall have been obtained and shall remain in full force and effect
        and
        all statutory waiting periods in respect thereof shall have expired and no
        such
        approvals shall contain any conditions, restrictions or requirements which
        the
        Board of Directors of MainSource reasonably determines in good faith would
        (i)
        following the Effective Time, have a Material Adverse Effect on MainSource
        or
        (ii) reduce the benefits of the transactions contemplated hereby to such
        a
        degree that MainSource would not have entered into this Agreement had such
        conditions, restrictions or requirements been known at the date
        hereof.

      


      (f)
        Shareholder
        Approval.
        The
        shareholders of UCBC shall have approved and adopted this Agreement as required
        by applicable law and its Articles of Incorporation.

      


      (g)
        Officers'
        Certificate.
        UCBC
        shall have delivered to MainSource a certificate signed by its President
        and its
        Secretary, dated as of the Effective Time, certifying that: (i) to the effect
        set out in Section 8.01(a), the representations and warranties of UCBC and
        Union
        Federal contained in Article IV are true, accurate and correct in all material
        respects on and as of the Effective Time; (ii) all the covenants of UCBC
        and
        Union Federal have been complied with in all material respects from the date
        of
        this Agreement through and as of the Effective Time; and 


      
        
          
          

        

        
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      (iii)
        UCBC and Union Federal have satisfied and fully complied with all conditions
        necessary to make this Agreement effective as to it. 

      


      (h)
        Fairness
        Opinion.
        UCBC's
        investment banker shall have issued (as of a date not later than the mailing
        date of the proxy statement-prospectus relating to the Merger to be mailed
        to
        the shareholders of UCBC) its fairness opinion stating that the Merger
        Consideration relating to the Company Merger is fair to the shareholders
        of UCBC
        from a financial point of view.

      


      (i)
        Employment
        Agreements.
        Alan
        Grimble shall have entered into an employment agreement with the Surviving
        Corporation, effective as of the Effective Time, in substantially the form
        attached hereto as Exhibit
        8.01(i)(1).
        J. Lee
        Walden shall have entered into an employment agreement with the Surviving
        Corporation, effective as of the Effective Time, in substantially the form
        attached hereto as Exhibit
        8.01(i)(2).

      


      (j)
        Financing.
        MainSource shall have obtained financing sufficient to pay the cash portion
        of
        the Total Purchase Price on such terms as are acceptable to MainSource and
        enable MainSource to satisfy the capital adequacy guidelines and requirements
        of
        the Federal Reserve and any other applicable federal or state regulator or
        agency as those guidelines are applied to MainSource.

      


      (k)
        Tax
        Opinion of MainSource’s Counsel.
        MainSource shall have received an opinion of Bose McKinney & Evans LLP,
        counsel to MainSource, dated the Effective Date, to the effect that the Company
        Merger constitutes a “reorganization” within the meaning of Section 368 of the
        Code.

      


      (l)
        Opinion
        of UCBC’s Counsel.
        MainSource shall have received an opinion of Barnes & Thornburg LLP, counsel
        to UCBC, dated the Effective Time, in substantially the form of the opinion
        attached hereto as Exhibit
        8.01(l).

      


      (m)
        MainSource
        Average Stock Price.
        The
        MainSource Average Stock Price is no lower than $14.00 and no higher than
        $24.00.

      
        


        (n)
          280G
          Opinion.
          MainSource shall have received a letter of tax advice, in a form satisfactory
          to
          MainSource, from UCBC’s outside, independent certified public accountants to the
          effect that any amounts that are paid by UCBC or Union Federal before the
          Effective Time, or required under UCBC’s Plans or this Agreement to be paid at
          or after the Effective Time, to persons who are disqualified individuals
          in
          respect of UCBC, Union Federal or their successors, and that otherwise
          should be
          allowable as deductions for federal income tax purposes, should not be
          disallowed as deductions for such purposes by reason of Section 280G of
          the
          Code. Among the nonexclusive list of payments to be considered are those
          payments referred to under Sections 3.01(b), 6.14, 6.15, 6.16, 6.18, 6.19,
          7.03(b), 7.05, and 8.01(i) of the Agreement, as well as any other payments
          made
          under the UCBC Plans because of the transactions contemplated herein. For
          purposes of this letter, the basic compensation payable to Messrs. Grimble
          and
          Walden under the employment agreements referred to in Section 8.01(i) may
          be
          deemed to be reasonable compensation for services rendered by those individuals
          after the Effective Time; however, such payments shall still be considered
          for
          purposes of the excess parachute payment determination defined in Section
          280G
          of the Code.

      

      


      8.02. UCBC.
        The
        obligation of UCBC to consummate the Mergers is subject to the satisfaction
        and
        fulfillment of each of the following conditions on or prior to the Effective
        Time, unless waived in writing by UCBC:

      


      (a)
        Representations
        and Warranties at Effective Time.
        Each of
        the representations and warranties of MainSource contained in this Agreement
        shall be true, accurate and correct in all material respects on and as of
        the
        Effective Time as though the representations and warranties had been made
        or
        given at and as of the Effective Time (except that representations and
        warranties that by their express terms speak as of the date of this Agreement
        or
        some other date shall be true and correct only as of such date); provided
        that
        no representation or warranty of MainSource shall be deemed untrue, inaccurate
        or incorrect for purposes hereunder as a consequence of the existence of
        any
        fact, event or circumstance inconsistent with such representation or warranty,
        unless such fact, event or circumstance, individually or taken together with
        all
        other facts, events or circumstances inconsistent with any representations
        or



      
        
          
          

        

        
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      warranty
        of MainSource, has had or would result in a Material Adverse Effect on
        MainSource.

      


      (b)
        Covenants.
        Each of
        the covenants and agreements of MainSource shall have been fulfilled or complied
        with in all material respects from the date of this Agreement through and
        as of
        the Effective Time. 

      


      (c)
        Deliveries
        at Closing.
        UCBC
        shall have received from MainSource at the Closing the items and documents,
        in
        form and content reasonably satisfactory to UCBC, listed in Section 11.02(a)
        hereof.

      


      (d)
        Registration
        Statement Effective.
        MainSource shall have registered its shares of MainSource Common Stock to
        be
        issued to shareholders of UCBC in accordance with this Agreement with the
        SEC
        pursuant to the 1933 Act, and all state securities and Blue Sky approvals,
        authorizations and exemptions required to offer and sell such shares shall
        have
        been received by MainSource. The Registration Statement with respect thereto
        shall have been declared effective by the MainSource and no stop order shall
        have been issued or threatened. 

      


      (e)
        Regulatory
        Approvals.
        All
        regulatory approvals required to consummate the transactions contemplated
        hereby, shall have been obtained and shall remain in full force and effect
        and
        all statutory waiting periods in respect thereof shall have expired and no
        such
        approvals shall contain any conditions, restrictions or requirements which
        the
        Board of Directors of UCBC reasonably determines in good faith would (i)
        following the Effective Time, have a Material Adverse Effect or (ii) reduce
        the
        benefits of the transactions contemplated hereby to such a degree that UCBC
        would not have entered into this Agreement had such conditions, restrictions
        or
        requirements been known at the date hereof.

      


      (f)
        Shareholder
        Approval.
        The
        shareholders of UCBC shall have approved and adopted this Agreement as required
        by applicable law and UCBC's Articles of Incorporation.

      


      (g)
        Officers'
        Certificate.
        MainSource shall have delivered to UCBC a certificate signed by its Chairman
        or
        President and its Secretary, dated as of the Effective Time, certifying that:
        (i) to the effect set out in Section 8.02(a) that the representations and
        warranties of MainSource contained in Article V are true, accurate and correct
        in all material respects on and as of the Effective Time; (ii) all the covenants
        of MainSource have been complied with in all material respects from the date
        of
        this Agreement through and as of the Effective Time; and (iii) MainSource
        has
        satisfied and fully complied with all conditions necessary to make this
        Agreement effective as to it. 

      


      (h)
        Fairness
        Opinion.
        UCBC's
        investment banker shall have issued (as of a date not later than the mailing
        date of the proxy statement-prospectus relating to the Company Merger to
        be
        mailed to the shareholders of UCBC) its fairness opinion stating that the
        Merger
        Consideration relating to the Merger is fair to the shareholders of UCBC
        from a
        financial point of view.

      


      (i)
        Tax
        Opinion of MainSource’s Counsel.
        UCBC
        shall have received an opinion of Bose McKinney & Evans LLP, counsel to
        MainSource, to the effect that (1) the Company Merger constitutes a
“reorganization” within the meaning of Section 368 of the Code and (2) no



      
        
          
          

        

        
          51

          
            

          

        

        
          
          

        

      


      gain
        or
        loss will be recognized by shareholders of UCBC to the extent they receive
        shares of MainSource Common Stock as part of the Merger
        Consideration.

      


      (j)
        Listing.
        The
        shares of MainSource Common Stock to be issued in the Company Merger shall
        have
        been approved for listing on the National Market System of NASDAQ, subject
        to
        official notice of issuance.

      


      (k)
        Payments
        Required by Section 6.19.
        The
        payments to Messrs. Grimble, Timmons and Walden required by Section 6.19
        shall
        have been made.

      


      (l)
        Opinion
        of MainSource’s Counsel.
        UCBC
        shall have received an opinion of Bose McKinney & Evans LLP, counsel to
        MainSource, dated the Effective Time, in substantially the form of the opinion
        attached hereto as Exhibit
        8.02(l).

      


      (m)
        MainSource
        Average Stock Price.
        The
        MainSource Average Stock Price is no lower than $14.00 and no higher than
        $24.00.

      


      ARTICLE
        IX

      


      TERMINATION
        OF MERGERS

      


      9.01. Manner
        of Termination.
        This
        Agreement and the Mergers may be terminated at any time prior to the Effective
        Time by written notice delivered by MainSource to UCBC, or by UCBC to
        MainSource, as follows: 

      


      (a)
        By
        MainSource or UCBC, if:

      


      (i)
        the
        Mergers contemplated by this Agreement have not been consummated by June
        30,
        2006; provided, however, that a party hereto in willful breach of or willful
        default hereunder shall have no right to terminate this Agreement pursuant
        to
        this Section 9.01(a)(i); or 

      


      (ii)
        the
        Agreement and the Company Merger are not approved by the requisite vote of
        the
        shareholders of UCBC at the Special Meeting of Shareholders of UCBC;
        or

      


      (iii)
        the
        respective Boards of Directors of MainSource and UCBC mutually agree to
        terminate this Agreement.

      


      (b)
        By
        MainSource if:

      


      (i)
        at
        any time prior to the Effective Time, MainSource's Board of Directors so
        determines, in the event of either:

      


      
        	 	
                (A)

              	
                a
                  breach by UCBC of any representation or warranty contained herein
                  that
                  would be reasonably likely, individually or in the aggregate with
                  other
                  breaches to result in a Material Adverse Effect, unless the breach
                  is
                  cured within thirty (30) days from the giving of written notice
                  to UCBC of
                  such breach and the same does not


              


      


      
        
          
          

        

        
          52

          
            

          

        

        
          
          

        

      


      result
        in
        a Material Adverse Effect; or

      


      
        	 	
                (B)
                  

              	
                a
                  breach by UCBC of any of the covenants or agreements contained
                  herein that
                  would be reasonably likely, individually or in the aggregate with
                  other
                  breaches to result in a Material Adverse Effect, unless the breach
                  is
                  cured within thirty (30) days from the giving of written notice
                  to UCBC of
                  such breach and the same does not result in a Material Adverse
                  Effect;
                  or

              


      

      


      (ii)
        it
        shall reasonably determine that the Mergers contemplated by this Agreement
        have
        become impracticable by reason of commencement or threat of any material
        claim,
        litigation or proceeding against MainSource, UCBC, Union Federal, or any
        subsidiary of MainSource, or any director or officer of any of such entities
        relating to this Agreement or the Mergers; or 

      


      (iii)
        there has been a Material Adverse Effect in the business, assets,
        capitalization, financial condition or results of operations of UCBC or Union
        Federal as of the Effective Time, as compared to that in existence as of
        the
        date of this Agreement; or 

      


      (iv)
        UCBC's Board of Directors submits, or intends to submit, this Agreement to
        the
        shareholders without recommending the approval of this Agreement or fails
        to
        solicit proxies for approval of this Agreement; or

      


      (v)
        UCBC
        fulfills the requirements of Section 6.01 hereof but the shareholders of
        UCBC do
        not approve and adopt the Company Merger and this Agreement; or

      


      (vi)
        in
        the event that UCBC fails to maintain a composite rating of at least two
        (2)
        from its latest safety and soundness and compliance examination, or fails
        to
        maintain a CRA rating of satisfactory or better; or

      


      (vii)
        MainSource elects to exercise its right of termination pursuant to Section
        6.11
        hereof;

      


      (c)
        By
        UCBC, if:

      


      (i)
        at
        any time prior to the Effective Time, UCBC's Board of Directors so determines,
        in the event of either:

      


      
        	 	
                (A)
                  

              	
                a
                  breach by MainSource of any representation or warranty contained
                  herein
                  that would be reasonably likely, individually or in the aggregate
                  with
                  other breaches to result in a Material Adverse Effect, unless the
                  breach
                  is cured within thirty (30) days from the giving of written notice
                  to UCBC
                  of such breach and the cure does not result in a Material Adverse
                  Effect;
                  or

              


      

      


      
        	 	
                (B)
                  

              	
                a
                  breach by MainSource of any of the covenants or agreements contained
                  herein that would be reasonably likely, individually or in the
                  aggregate
                  with other breaches, to result in a Material Adverse Effect on
                  MainSource,
                  unless the breach 

              


      


      
        
          
          

        

        
          53

          
            

          

        

        
          
          

        

      


      is
        cured
        within thirty (30) days after the giving of written notice to MainSource
        of such
        breach and any such cure would not result in a Material Adverse Effect;
        or

      


      (ii)
        there has been a change constituting a Material Adverse Effect in the financial
        condition, results of operations, business, assets or capitalization of
        MainSource on a consolidated basis as of the Effective Time, as compared
        to that
        in existence on June 30, 2005; or

      


      (iii)
        it
        shall reasonably determine that the Mergers contemplated by this Agreement
        have
        become impracticable by reason of commencement or threat of any material
        claim,
        litigation or proceeding against MainSource, UCBC or Union Federal or any
        subsidiary of MainSource or any director or officer of any such entities
        (A)
        relating to this Agreement or the Mergers or (B) which is likely to have
        a
        Material Adverse Effect on MainSource; or

      


      (iv)
        UCBC
        fulfills the requirements of Section 6.01 hereof but the shareholders of
        UCBC do
        not approve and adopt the Company Merger and this Agreement.

      


      9.02. Effect
        of Termination.
        Upon
        termination by written notice, this Agreement shall be of no further force
        or
        effect, and there shall be no further obligations or restrictions on future
        activities on the part of MainSource or UCBC and their respective directors,
        officers, employees, agents and shareholders, except as provided in compliance
        with: (i) the confidentiality provisions of this Agreement set forth in Section
        6.09 hereof; and (ii) the payment of expenses set forth in Section 12.11
        hereof,
        provided, however, that termination will not in any way release a breaching
        party from liability for any willful breach of this Agreement giving rise
        to
        such termination; and (iii) the payment of the Termination Fee as provided
        by
        Section 9.03 hereof. The obligation to pay the Termination Fee in accordance
        with Section 9.03 hereof will survive any termination of this
        Agreement.

      


      9.03 Termination
        Fee.
        In
        recognition of the efforts, expenses and other opportunities foregone by
        MainSource and UCBC while structuring and pursuing the Mergers, the parties
        agree that a termination fee of $1,000,000 plus out-of-pocket expenses up
        to an
        amount of $200,000 (collectively, the “Termination
        Fee”)
        shall
        be paid by the applicable party if this Agreement is terminated:

      


      (i)
        by
        MainSource pursuant to Section 9.01 (b)(i) or (iv) above and MainSource
        is
        not in breach of this Agreement, in which case UCBC shall pay the Termination
        Fee to MainSource.

      


      (ii)
        by
        UCBC pursuant to Section 9.01 (c)(i) above and UCBC is not in breach
        of
        this Agreement, in which case MainSource shall pay the Termination Fee to
        UCBC.

      


      Each
        party acknowledges that the agreements contained in this Section 9.03
        are
        an integral part of the transactions contemplated by this Agreement, and
        that,
        without these agreements, each party would not have entered into this Agreement;
        accordingly, if a party fails promptly to pay the amount due pursuant to
        this
        Section 9.03, and, in order to obtain such payment, the other party
        commences an action which results in a judgment against the other party for
        the
        Termination Fee, the payor party shall pay to the payee party its costs and
        expenses

       


      
        
          
          

        

        
          54

          
            

          

        

        
          
          

        

      


      (including
        attorneys’ fees and expenses) in connection with such action, together with
        interest on the amount of the Termination Fee at the rate of six percent
        (6%)
        per annum.

       

      ARTICLE
        X

      


      EFFECTIVE
        TIME OF THE MERGERS

      


      Upon
        the
        terms and subject to the conditions specified in this Agreement, the Mergers
        will become effective on the day and at the time (the “Closing Date”) specified
        in the Articles of Merger of Merger Corp and Union Federal filed with the
        Indiana Department of Financial Institutions, and the Articles of Merger
        of
        MainSource and UCBC as filed with the Indiana Secretary of State (the "Effective
        Time"). Unless otherwise mutually agreed to by the parties hereto, the Effective
        Time will occur on the seventh full NASDAQ trading day immediately following
        the
        date on which the last of the conditions set forth in Article VIII (other
        than
        the delivery of certificates, opinions and other instruments and documents
        to be
        delivered at the Closing, but subject to the delivery at the Closing of such
        certificates, opinions and other instruments and documents) is fulfilled
        or
        waived following (a) the fulfillment of all conditions precedent to the Mergers
        set forth in Article VIII of this Agreement and (b) the expiration of all
        waiting periods in connection with the bank regulatory applications filed
        for
        the approval of the Mergers, and in no event will the Effective Time occur
        any
        earlier than January 2, 2006 or later than June 30, 2006; provided, however,
        that at MainSource's option, the Effective Time may occur prior to March
        10,
        2006, if MainSource agrees to waive any adjustment to the Purchase Price
        required by Section 3.02(b).

      


      ARTICLE
        XI

      


      CLOSING

      


      11.01. Closing
        Date and Place.
        So long
        as all conditions precedent set forth in Article VIII hereof have been satisfied
        and fulfilled, the closing of the Mergers (the "Closing") will take place
        at the
        Effective Time at a location to be reasonably determined by MainSource.


      


      11.02. Deliveries.
        (a) At
        the Closing, MainSource will deliver to UCBC the following:

      


      (i)
        the
        officers' certificate contemplated by Section 8.02(g) hereof; 

      


      (ii)
        copies of all approvals by government regulatory agencies necessary to
        consummate the Mergers;

      


      (iii)
        copies of (A) the resolutions adopted by the Board of Directors of MainSource
        certified by the Secretary of MainSource relative to the approval of this
        Agreement and the Company Merger; and (b) the resolution adopted by the Board
        of
        Directors and sole shareholder of Merger Corp certified by the Secretary
        of
        Merger Corp relative to the approval of this Agreement and the Subsidiary
        Merger; 

      


      (iv)
        the
        tax opinion required by Section 8.01(k) hereof; 

      


      (v)
        the
        opinion required by Section 8.02(l) hereof ; and


      
        
          
          

        

        
          55

          
            

          

        

        
          
          

        

      


      


      (iv)
        such
        other documents as UCBC or its legal counsel may reasonably
        request.

      


      (b)
        At
        the Closing, UCBC will deliver to MainSource the following:

      


      (i)
        the
        officers' certificate contemplated by Section 8.01(g) hereof; 

      


      (ii)
        copies of (A) the resolutions adopted by the Board of Directors and shareholders
        of UCBC certified by the Secretary of UCBC relative to the approval of this
        Agreement and the Company Merger; and (B) the resolutions adopted by the
        Board
        of Directors and sole shareholder of Union Federal certified by the Secretary
        of
        Union Federal relative to the adoption of this Agreement and Subsidiary
        Merger;

      


      (iii)
        such other documents as MainSource or its legal counsel may reasonably
        request;

      


      (iv)
        the
        fairness opinion required by Sections 8.01(h) and 8.02(h) hereof; 

      


      (v)
        the
        affiliate agreements required by Section 6.05 hereof; 

      


      (vi)
        the
        opinion required by Section 8.01(l) hereof; and

      


      (vii)
        the
        employment agreements required by Section 8.01(i) hereof.

      


      (c)
        As
        soon as possible after the Closing, UCBC will deliver to MainSource a list
        of
        UCBC’s shareholders as of the Effective Time certified by the President and
        Secretary of UCBC.

      


      


      ARTICLE
        XII

      


      MISCELLANEOUS

      


      12.01. Effective
        Agreement.
        This
        Agreement and the recitals hereof shall be binding upon and inure to the
        benefit
        of and be enforceable by the respective parties hereto and their respective
        successors and assigns; provided, however, that neither this Agreement nor
        any
        of the rights, interests or obligations of the respective parties hereto
        under
        this Agreement may not be assigned by any party hereto without the prior
        written
        consent of the other parties hereto. The representations, warranties, covenants
        and agreements contained in this Agreement, as well as the documents and
        instruments referred to herein, are for the sole benefit of the parties hereto
        and their successors and assigns, and they will not be construed as conferring
        any rights on any other persons, except for Sections 6.14, 6.18, 7.03, 7.05
        and
        7.06 hereof (which are intended for the benefit of those present and former
        officers and directors of UCBC and Union Federal affected thereby and may
        be
        enforced by such persons).

      


      12.02. Waiver;
        Amendment.
        (a) The
        parties hereto may by an instrument in writing: (i) extend the time for the
        performance of or otherwise amend any of the covenants, conditions or agreements
        of the other parties under this Agreement; (ii) waive any inaccuracies in
        the



      
        
          
          

        

        
          56

          
            

          

        

        
          
          

        

      


      representations
        or warranties of the other parties contained in this Agreement or in any
        document delivered pursuant hereto or thereto; (iii) waive the performance
        by
        the other parties of any of the covenants or agreements to be performed by
        it or
        them under this Agreement; or (iv) waive the satisfaction or fulfillment
        of any
        condition, the nonsatisfaction or nonfulfillment of which is a condition
        to the
        right of the party so waiving to consummate the Mergers. The waiver by any
        party
        hereto of a breach of or noncompliance with any provision of this Agreement
        will
        not operate or be construed as a continuing waiver or a waiver of any other
        or
        subsequent breach or noncompliance hereunder.

      


      (b)
        This
        Agreement may be amended, modified or supplemented only by a written agreement
        executed by the parties hereto.

      


      12.03. Notices.
        All
        notices, requests and other communications hereunder will be in writing (which
        will include telecopier communication) and will be deemed to have been duly
        given if delivered by hand and receipted for, sent by certified United States
        Mail, return receipt requested, first class postage pre-paid, delivered by
        overnight express receipted delivery service or telecopied if confirmed
        immediately thereafter by also mailing a copy of such notice, request or
        other
        communication by certified United States Mail, return receipt requested,
        with
        first class postage pre-paid as follows: 

      


      
        	
                If
                  to MainSource or Merger Corp:

              	
                with
                  a copy to (which will not constitute notice):

              
	 	 
	
                MainSource
                  Financial Group, Inc.

              	
                Bose
                  McKinney & Evans LLP

              
	
                201
                  North Broadway

              	
                2700
                  First Indiana Plaza

              
	
                Greensburg,
                  Indiana 47240

              	
                135
                  North Pennsylvania Street 

              
	
                ATTN:
                  James L. Saner, Sr.,

              	
                Indianapolis,
                  Indiana 46204

              
	
                President
                  and Chief Executive Officer

              	
                ATTN:
                  Karen Ball Woods 

              
	
                Telephone:
                  (812) 663-0157

              	
                Telephone:
                  (317) 684-5376

              
	
                Fax:
                  (812) 663-4812

              	
                Fax:
                  (317) 223-0376

              
	 	 
	
                If
                  to UCBC:

              	
                with
                  a copy to (which will not constitute notice):

              
	 	 
	
                Union
                  Community Bancorp.

              	
                Barnes
                  & Thornburg LLP

              
	
                221
                  E. Main 

              	
                111
                  South Meridian Street

              
	
                Crawfordsville,
                  Indiana 47933

              	
                Indianapolis,
                  Indiana 46204

              
	
                ATTN:
                  Alan L. Grimble

              	
                ATTN:
                  Claudia V. Swhier, Esq.

              
	
                Chief
                  Executive Officer

              	
                Telephone:
                  (317) 231-7231

              
	
                Telephone:
                  (765) 362-2400

              	
                Fax:
                  (317) 231-7433

              
	
                Fax:
                  (765) 364-9416

              	 


      

      


      or
        such
        substituted address or person as any of them have given to the other in writing.
        All such notices, requests or other communications will be effective: (a)
        if
        delivered by hand, when delivered; (b) if mailed in the manner provided herein,
        five (5) business days after deposit with the United States Postal Service;
        (c)
        if delivered by overnight express delivery service, on the 


      
        
          
          

        

        
          57

          
            

          

        

        
          
          

        

      


      next
        business day after deposit with such service; and (d) if by telecopier, on
        the
        next business day if also confirmed by mail in the manner provided herein.
        

      


      12.04. Headings.
        The
        headings in this Agreement have been inserted solely for ease of reference
        and
        should not be considered in the interpretation or construction of this
        Agreement.

      


      12.05. Severability.
        In case
        any one or more of the provisions contained herein will, for any reason,
        be held
        to be invalid, illegal or unenforceable in any respect, such invalidity,
        illegality or unenforceability will not affect any other provision of this
        Agreement, but this Agreement will be construed as if such invalid, illegal
        or
        unenforceable provision or provisions had never been contained
        herein.

      


      12.06. Counterparts.
        This
        Agreement may be executed in any number of counterparts, each of which will
        be
        an original, but such counterparts will together constitute one and the same
        instrument.

      


      


      12.07. Governing
        Law.
        This
        Agreement will be governed by and construed in accordance with the laws of
        the
        State of Indiana and applicable federal laws, without regard to principles
        of
        conflicts of law. The parties hereto hereby agree that all claims, actions,
        suits and proceedings between the parties hereto relating to this Agreement
        shall be filed, tried and litigated only in the Circuit or Superior Courts
        of
        Decatur County, Indiana or the United States District Court for the Southern
        District of Indiana--Indianapolis Division. In connection with the foregoing,
        the parties hereto consent to the jurisdiction and venue of such courts and
        expressly waive any claims or defenses of lack of personal jurisdiction of
        or
        proper venue by such courts.

      


      12.08. Indemnification.
        (a) All
        rights to indemnification and exculpation from liabilities for acts or omissions
        occurring at or prior to the Effective Time now existing in favor of the
        current
        or former directors or officers of UCBC or Union Federal as provided in either
        of their charters or by-laws (or comparable organizational documents) and
        any
        existing indemnification agreements or arrangements of UCBC or Union Federal,
        all of which indemnification agreements or arrangements are described in
        the
        Disclosure Schedule, shall survive the Merger and shall continue in full
        force
        and effect in accordance with their terms to the extent permitted by law,
        and
        shall not be amended, repealed or otherwise modified for a period of three
        (3)
        years after the Effective Time in any manner that would adversely affect
        the
        rights thereunder of such individuals for acts or omissions occurring at
        or
        prior to the Effective Time. 

      


      (b)
        In
        the event of any threatened or actual claim, action, suit, proceeding or
        investigation, whether civil, criminal or administrative, including, without
        limitation, any such claim, action suit, proceeding or investigation in which
        any individual who is now, or has been at any time prior to the date of this
        Agreement, or who becomes prior to the Effective Time, a director or officer
        of
        UCBC or Union Federal (the "Indemnified Parties"), is, or is threatened to
        be,
        made a party based in whole or in part on, or arising in whole or in part
        out
        of, or pertaining to (i) the fact that he is or was a director, officer or
        employee of UCBC or Union Federal or its predecessors or (ii) this Agreement
        or
        any of the transactions contemplated hereby, whether in any case asserted
        or
        arising before or after the Effective Time, the parties hereto agree to



      
        
          
          

        

        
          58

          
            

          

        

        
          
          

        

      


      cooperate
        and use their best efforts to defend against and respond thereto. 

      


      (c)
        MainSource shall cause any successor, whether by consolidation, merger or
        transfer of substantially all of its properties or assets, to comply with
        its
        obligations under this Article. The provisions of this Article shall survive
        the
        Effective Time and are intended to be for the benefit of, and shall be
        enforceable by, each Indemnified Party and other person named herein and
        his or
        her heirs and representatives.

      


      12.09. Entire
        Agreement.
        This
        Agreement and the Exhibits hereto supersede all other prior or contemporaneous
        understandings, commitments, representations, negotiations or agreements,
        whether oral or written, among the parties hereto relating to the Merger
        or
        matters contemplated herein and constitute the entire agreement between the
        parties hereto, except as otherwise provided herein. Upon the execution of
        this
        Agreement by all the parties hereto, any and all other prior writings of
        either
        party relating to the Mergers, will terminate and will be rendered of no
        further
        force or effect. The parties hereto agree that each party and its counsel
        reviewed and revised this Agreement and that the normal rule of construction
        to
        the effect that any ambiguities are to be resolved against the drafting party
        will not be employed in the interpretation of this Agreement or any amendments
        or exhibits hereto. 

      


      12.10. Survival
        of Representations, Warranties or Covenants.
        Except
        as set forth in the following sentence, none of the representations, warranties
        or covenants of the parties will survive the Effective Time or the earlier
        termination of this Agreement, and thereafter MainSource, Merger Corp, UCBC,
        Union Federal, and all the respective directors, officers and employees of
        MainSource, Merger Corp, UCBC and Union Federal will have no further liability
        with respect thereto. The covenants contained in Sections 6.09 (regarding
        confidentiality), 9.02, 9.03, 12.07, 12.09, 12.10 and 12.11 shall survive
        termination of this Agreement. The covenants contained in Sections 6.09
        (regarding confidentiality), 6.14, 6.18, 7.03, 7.05, 7.06, 12.07, 12.08,
        12.09,
        12.10 and 12.11 shall survive the Effective Time. 

      


      12.11. Expenses.
        Except
        as provided in Section 6.11 hereof, each party to this Agreement shall pay
        its
        own expenses incidental to the Mergers contemplated hereby.

      


      12.12. Certain
        References.
        Whenever in this Agreement a singular word is used, it also will include
        the
        plural wherever required by the context and vice-versa, and the masculine
        or
        neuter gender shall include the masculine, feminine and neuter genders. Except
        expressly stated otherwise, all references in this Agreement to periods of
        days
        shall be construed to refer to calendar, not business, days. The term "business
        day" will mean any day except Saturday and Sunday when MainSource Bank, in
        Greensburg, Indiana, a wholly-owned subsidiary of MainSource, is open for
        the
        transaction of business.

      



      
        
          
          

        

        
          59

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, MainSource, UCBC and Union Federal have made and entered
        into
        this Agreement as of the day and year first above written and have caused
        this
        Agreement to be executed, attested in counterparts and delivered by their
        duly
        authorized officers.

      


      
        	 	
                MAINSOURCE
                  FINANCIAL GROUP, INC.

              
	 	 	 
	 	 	 
	 	
                By:

              	 /s/
James
                L. Saner, Sr.
	 	 	
                James
                  L. Saner, Sr., President

              
	 	 	 
	 	
                UNION
                  COMMUNITY BANCORP

              
	 	 	 
	 	 	 
	 	
                By:

              	 /s/
Alan
                L. Grimble
	 	 	
                Alan
                  L. Grimble, Chief Executive Officer

              
	 	 	 
	 	 	 
	 	
                UNION
                  FEDERAL SAVINGS AND LOAN ASSOCIATION

              
	 	 	 
	 	 	 
	 	
                By:

              	 /s/
Alan
                L. Grimble
	 	 	
                Alan
                  L. Grimble, Chief Executive Officer

              


      

      


       

       

       

       

      60

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    Exhibit
      1.01(e)(i)

    


    


    ARTICLES
      OF MERGER OF

    UNION
      COMMUNITY BANCORP

    INTO
      MAINSOURCE FINANCIAL GROUP, INC.

    


    


    In
      accordance with the requirements of the Indiana Business Corporation Law, as
      amended, the undersigned corporation, desiring to effect a merger, sets forth
      the following facts:

    


    ARTICLE
      I

    SURVIVING
      CORPORATION

    


    The
      name
      of the entity surviving the merger is MainSource Financial Group, Inc. It was
      organized as an Indiana corporation on March 30, 1983.

    


    ARTICLE
      II

    MERGING
      CORPORATION

    


    The
      merging entity is Union Community Bancorp, which was organized as an Indiana
      corporation on September 11, 1997.

    


    ARTICLE
      III

    PLAN
      OF MERGER

    


    The
      Plan
      of Merger, which contains the information required by Indiana Code 23-1-40-1(b),
      is set forth in Exhibit A
      which is
      attached hereto and made a part hereof.

    


    ARTICLE
      IV

    MANNER
      OF ADOPTION 

    


    The
      merger was approved by the board of directors of MainSource Financial
      Group, Inc.
      at a
      meeting duly called and held on August 15, 2005. Shareholder approval of the
      merger was not required.

    


    The
      merger was also approved by the board of directors of Union Community Bancorp
      at
      a meeting duly called and held on August 17, 2005.

    


    The
      merger was submitted to the shareholders of Union Community Bancorp for approval
      at a special meeting thereof duly called and held _______________, at which
      a
      quorum was present throughout.

    


    The
      designation, number of outstanding shares, number of votes entitled to be cast
      by each voting group entitled to vote separately on the merger, the number
      of
      votes of each voting group represented at the meeting of shareholders and the
      number of shares voted in favor or against or having abstained as to the merger
      are set forth below:

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    
      	
              Designation
                of Voting Group

            	
              Common
                Stock, without par value

            
	
              Number
                of Outstanding Shares

            	 
	
              Number
                of Votes Entitled to be Cast

            	 
	
              Number
                of Votes Represented at the Meeting

            	 
	
              Shares
                Voted in Favor

            	 
	
              Shares
                Voted Against

            	 
	
              Shares
                Abstained

            	 


    

    


    The
      number of votes cast for approval of the merger by the shareholders of the
      Merging Corporation was sufficient for approval thereof.

    


    ARTICLE
      V

    EFFECTIVE
      DATE

    


    THE
      MERGER TO BE EFFECTED BY THESE ARTICLES OF MERGER SHALL BE EFFECTIVE AT
      _____________________, 2006.

    


    IN
      WITNESS WHEREOF, the undersigned, being the President of the Surviving
      Corporation, executes these Articles of Merger and verifies, subject to
      penalties of perjury, that the statements contained herein are true, as of
      this
      ___ day of ___________, 2006.

    


    


    
      	 	
              MAINSOURCE
                FINANCIAL GROUP, INC.

            
	 	 	 
	 	 	 
	 	
              By:

            	 
	 	 	
              James
                L. Saner, Sr., President

            
	 	 	
              (Surviving
                Corporation)

            


    

    


    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    Exhibit
      1.01(e)(ii)

    


    


    PLAN
      OF MERGER

    of

    MAINSOURCE
      FINANCIAL GROUP, INC.,

    an
      Indiana corporation

    and

    UNION
      COMMUNITY BANCORP,

    an
      Indiana corporation

    


    1. The
      names
      of the corporations proposing to merge (the “Company Merger”) are MainSource
      Financial Group, Inc., an Indiana corporation (the “Surviving Corporation”), and
      Union Community Bancorp, an Indiana corporation (the “Merging Corporation”),
      pursuant to an Agreement and Plan of Merger dated as of August __, 2005 (the
      “Merger Agreement”).

    


    2. The
      Merging Corporation has 5,000,000 authorized shares of common stock, no par
      value (“UCBC Common Stock”), and 2,000,000 authorized shares of preferred stock,
      no par value, of which _________ shares of UCBC Common Stock and no shares
      of
      preferred stock are presently issued and outstanding.

    


    3. The
      Surviving Corporation has 25,000,000 authorized shares of common stock, no
      par
      value (“MainSource Common Stock”), and 400,000 authorized shares of preferred
      stock, no par value, of which ________________ shares of MainSource Common
      Stock
      and no shares of preferred stock are presently issued and
      outstanding.

    


    4. The
      effective date of the Company Merger, as that phrase is used herein, shall
      mean
      ________________, 2006 (the “Effective Date”). The date and time at which the
      Company Merger becomes effective shall be the Effective Time.

    


    5. (a)
      Each
      share of UCBC Common Stock issued and outstanding immediately prior to the
      Effective Time (other than shares held as treasury stock of Merging Corporation
      and shares held directly or indirectly by Surviving Corporation, except shares
      held in a fiduciary capacity or in satisfaction of a debt previously contracted,
      if any) shall become and be converted into the right to receive, subject to
      adjustment as provided in paragraph 6 below:

    


    (i)
      An
      amount of cash equal to the Purchase Price (as such amount is determined and
      adjusted in accordance with Section 6 below) divided by the number of shares
      of
      UCBC Common Stock outstanding as of the Effective Time (such amount is the
“Cash
      Consideration”), or

    


    (ii)
      Such
      number of shares of common stock, without par value, of MainSource (“MainSource
      Common Stock”) equal to the quotient (the “Exchange Ratio”) arrived at by
      dividing:

    


    
      	 	
              A.

            	
              the
                Cash Consideration, by

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    
      	 	
              B.

            	
              the
                average of the per share closing prices of a share of MainSource
                Common
                Stock as quoted on the Nasdaq Stock Market during the ten trading
                days
                preceding the fifth (5th) calendar day preceding the Effective Time
                (the
                “MainSource Average Stock Price”), subject to adjustment, if any, pursuant
                to Section 6 hereof (the “Stock
                Consideration”).

            


    

    


    The
      Cash
      Consideration and the Stock Consideration are sometimes referred to herein
      collectively as the “Merger Consideration.”

    


    (b)
      Subject to any consents required by law, at the Effective Time, each outstanding
      option to purchase UCBC Common Stock (“UCBC Stock Option”) without any action on
      the part of any holder thereof, shall be converted into the right to receive
      from MainSource, at the Effective Time, an amount in cash equal to the excess
      of
      the Cash Consideration over the per share exercise price for each share of
      UCBC
      Common Stock subject to such UCBC Stock Option; provided, however, that the
      payer shall withhold from such cash payment those taxes required to be withheld
      by applicable law, if any. Each UCBC Stock Option to which this paragraph
      applies will be cancelled and shall cease to exist by virtue of such
      payment.

    


    (c) Each
      share of UCBC Common Stock that, immediately prior to the Effective Time, is
      held as treasury stock of Merging Corporation or held directly or indirectly
      by
      MainSource, other than shares held in a fiduciary capacity or in satisfaction
      of
      a debt previously contracted, shall by virtue of the Company Merger be canceled
      and retired and shall cease to exist, and no exchange or payment shall be made
      therefor.

    


    6. (a)
      Subject to the adjustments in this Section 6, the Purchase Price shall be equal
      to $52,993,000.

    


    (b) (i)
      If as
      of the last business day of the month preceding the month in which the Effective
      Time occurs (the “Computation Date”)
      the UCBC
      Consolidated Shareholders’ Equity, as determined in accordance with Section
      6(b)(ii), is less than $30,600,000, the Purchase Price shall be reduced on
      a
      dollar-for-dollar basis by an amount equal to the difference between $30,600,000
      and the actual UCBC Consolidated Shareholders’ Equity as of the
      Computation Date determined in accordance with Section 6(b)(ii). If at the
      Computation Date UCBC’s Consolidated Shareholders’ Equity is greater than
      $31,100,000, the Purchase Price shall be increased on a dollar-for-dollar basis
      by an amount equal to the difference between $31,100,000 and the actual UCBC
      Consolidated Shareholders’ Equity as of the
      Computation Date determined in accordance with Section 6(b)(ii). 

    


    (ii)
      The
      UCBC Consolidated Shareholders’ Equity shall be determined based upon the
      balance sheet of UCBC as of the
      Computation Date, prepared in accordance with generally accepted accounting
      principles consistently applied, after making adjustments for the following
      items and tax effecting those adjustments, where appropriate:

    


    
      	 	
              (A)

            	
              earnings
                or
                losses
                of UCBC through the
                Computation Date;

            


    

     

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    


     

    
      	 	
              (B)

            	
              normal
                dividends paid to holders of UCBC Common Stock through the Computation
                Date;

            


    

     

    
      	 	
              (C)

            	
              the
                accrual of any fees payable to a broker or investment advisor by
                UCBC as a
                result of the consummation of the transactions contemplated
                herein;

            


    

     

    
      	 	
              (D)

            	
              the
                accrual of change in control
                payments;

            


    

     

    
      	 	
              (E)

            	
              the
                accrual or payment of a penalty in the amount of $___________ for
                the
                termination of UCBC’s data processing
                contract;

            


    

     

    
      	 	
              (F)

            	
              the
                funding in full of the UCBC Financial Institutions Retirement Fund
                upon
                its termination;

            


    

     

    
      	 	
              (G)

            	
              the
                accounting for all accrued and prepaid expenses as of the Computation
                Date; 

            


    

     

    
      	 	
              (H)

            	
              the
                accrual of all compensable vacation and sick days for employees of
                UCBC as
                of the Computation Date; and

            


    

     

    
      	 	
              (I)

            	
              the
                accrual of an additional loan loss provision in the amount of $500,000
                above the amount of that provision as of June 30,
                2005;

            


    

     

    (c)
       (i)
      If
      the MainSource Average Stock Price is less than $16.50 per share, the Exchange
      Ratio shall be equal to the Cash Consideration divided by $16.50 (as further
      adjusted pursuant to Section 3.06 of the Merger Agreement, as
      necessary).

    


    (ii)
      If
      the MainSource Average Stock Price is greater than $21.50 per share, the
      Exchange Ratio shall be equal to the Cash Consideration divided by $21.50 (as
      further adjusted pursuant to Section 3.06 of the Merger Agreement, as
      necessary). 

    


    7. Each
      share of MainSource Common Stock which is issued and outstanding immediately
      prior to the Effective Time shall continue to be an issued and outstanding
      share
      of MainSource Common Stock at and after the Effective Time.

    


    8. Subject
      to the allocation procedures set forth in paragraph 9, each record holder of
      UCBC Common Stock will be entitled to (1) elect to receive Cash Consideration
      for all of such holder’s shares (“Cash Election Shares”), (2) elect to receive
      Stock Consideration for all of such holder’s shares (“Stock Election Shares”),
      (3) elect to receive the Cash Consideration with respect to some of such
      holder’s shares and the Stock Consideration with respect to such holder’s
      remaining shares, or (4) make no election or indicate that such holder has
      no
      preference as to the receipt of the Cash Consideration or the Stock
      Consideration (“Non-Election Shares”). All such elections (each, an “Election”)
      shall be made on a form designed for that purpose by Surviving Corporation
      and
      reasonably acceptable to Merging Corporation (an “Election Form”). Any shares of
      UCBC Common Stock with respect to which the record holder thereof shall not,
      as
      of the election deadline established by the Surviving Corporation (the “Election
      Deadline”), have properly submitted to the Registrar and Transfer Company, or
      other exchange agent as shall be appointed by Surviving Corporation and Merging
      Corporation (the “Exchange Agent”) a properly completed Election Form shall be
      deemed to be Non-Election Shares. A record holder

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    acting
      in
      different capacities or acting on behalf of other persons in any way shall
      be
      entitled to submit an Election Form for each capacity in which such record
      holder so acts with respect to each person for which it so acts.

    


    Notwithstanding
      any other provision contained in this Plan of Merger, fifty-five percent (55%)
      of the total number of shares of UCBC Common Stock outstanding at the Effective
      Time (the "Stock Conversion Number") shall be converted into the Stock
      Consideration and the remaining outstanding shares of UCBC Common Stock shall
      be
      converted into the Cash Consideration; provided, however, that for federal
      income tax purposes, it is intended that the Merger will qualify as an
      integrated plan of reorganization under the provisions of Section 368(a)(1)(A)
      of the Internal Revenue Code of 1986, as amended (the "Code") and,
      notwithstanding anything to the contrary contained herein, in order that the
      aforementioned integrated plan of reorganization will not fail to satisfy
      continuity of interest requirements under applicable federal income tax
      principles relating to reorganizations under Section 368(a)(1)(A) of the Code,
      the Surviving Corporation reserves the right to increase the number of shares
      of
      UCBC Common Stock that will be converted into Stock Consideration and reduce
      the
      number of shares of UCBC Common Stock that will be converted into the right
      to
      receive the Cash Consideration to ensure that the Stock Consideration will
      represent at least fifty percent (50%) of the value of the total of the
      aggregate Merger Consideration plus any amount treated as merger consideration
      for federal income tax purposes.

    


    9. Within
      five (5) business days after the Effective Time, Surviving Corporation shall
      effect the allocation among the holders of UCBC Common Stock of rights to
      receive the Cash Consideration and the Stock Consideration and to distribute
      such consideration as follows:

    


    (i)
      if
      the Stock Election Number equals the Stock Conversion Number, then (A) all
      Cash
      Election Shares shall be converted into the right to receive the Cash
      Consideration, and (B) all Stock Election Shares and Non-Election Shares shall
      be converted into the right to receive the Stock Consideration; 

    


    (ii)
      if
      the Stock Election Number is less than the Stock Conversion Number, the Cash
      Elections shall be eliminated (each in its entirety) and converted to Stock
      Elections (each in its entirety) by first eliminating and converting the Cash
      Election which covers the smallest number of shares of UCBC Common Stock, and
      then eliminating and converting the Cash Election which covers the next smallest
      number of shares and continuing this process until the total remaining number
      of
      outstanding UCBC shares covered by Cash Elections is such that fifty-five
      percent (55%) of the total number of shares of UCBC Common Stock outstanding
      at
      the Effective Time shall be converted into the Stock Consideration, subject
      to
      MainSource’s reserved right to increase the number of shares of UCBC Common
      Stock that will be converted into Stock Consideration to ensure that the Company
      Merger is a tax-free reorganization; and 

    


    (iii)
      if
      the Stock Election Number exceeds the Stock Conversion Number, the Non-Elections
      shall be eliminated (each in its entirety) and converted to Cash Elections
      (each
      in its entirety) by first eliminating and converting the Non-Election which
      covers the smallest number of shares of UCBC Common Stock, and then eliminating
      and converting the Non-Election which covers the next smallest number of shares
      and 

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    continuing
      this process until either all Non-Elections are converted into the Cash
      Consideration or the total remaining number of outstanding UCBC shares covered
      by Non-Elections (when added to all Stock Elections) is such that 55% of the
      total number of shares of UCBC Common Stock outstanding at the Effective Time
      shall be converted into the Stock Consideration, subject to MainSource’s
      reserved right in Section 3.04(d) to increase the number of shares of UCBC
      Common Stock that will be converted into Stock Consideration to ensure that
      the
      Company Merger is a tax-free reorganization. In the event that, following the
      elimination and conversion of all Non-Elections to Cash Elections, the Stock
      Election Number still exceeds the Stock Conversion Number, the Stock Elections
      will be eliminated (each in its entirety) and converted to Cash Elections (each
      in its entirety) in the same manner as the Non-Elections in this Section 9(iii),
      until such time as the total remaining number of UCBC Common Shares covered
      by
      Stock Elections is such that 55% of the total number of shares of UCBC Common
      Stock outstanding at the Effective Time shall be converted into the Stock
      Consideration, subject to MainSource’s reserved right to increase the number of
      shares of UCBC Common Stock that will be converted into Stock Consideration
      to
      ensure that the Company Merger is a tax-free reorganization.

    


    For
      purposes of this Section 9, if MainSource is obligated to increase the number
      of
      shares of UCBC Common Stock to be converted into shares of MainSource Common
      Stock as a result of MainSource’s reserved right to increase the number of
      shares of UCBC Common Stock that will be converted into Stock Consideration
      to
      ensure that the Company Merger is a tax-free reorganization, then the higher
      number shall be substituted for the Stock Conversion Number in the calculations
      set forth in this Section 9.

    


    10. At
      the
      Effective Time, (a) holders of UCBC Common Stock shall cease to be, and shall
      have no rights as, shareholders of UCBC, other than the right to receive (1)
      any
      dividend or other distribution with respect to such UCBC Common Stock with
      a
      record date occurring prior to the Effective Time, and (2) the Consideration
      provided under this Plan of Merger. After the Effective Time, there shall be
      no
      transfers on the stock transfer books of Merging Corporation or the Surviving
      Corporation of shares of UCBC Common Stock.

    


    11. Notwithstanding
      any other provision in this Plan of Merger, no fractional shares of MainSource
      Common Stock and no certificates or scrip therefor, or other evidence of
      ownership thereof, will be issued in the Company Merger; instead, Surviving
      Corporation shall pay to each holder of UCBC Common Stock who otherwise would
      be
      entitled to a fractional share of MainSource Common Stock an amount in cash
      (without interest) determined by multiplying such fraction by the MainSource
      Average Stock Price.

    


    12. Upon
      the
      Effective Date, the Merging Corporation shall merge into and with the Surviving
      Corporation, which shall survive the Company Merger and the separate existence
      of the Merging Corporation shall thereupon cease.

    


    13. Upon
      and
      after the Effective Date, the Surviving Corporation shall thereupon and
      thereafter possess all the rights, privileges, powers and franchises, of a
      public, as well as a private nature, of each of the parties hereto; and all
      property, real, personal and mixed, all debts due on whatever account and all
      other choses in action and all and every other interests of or 

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    belonging
      to or due to each of the parties hereto shall be taken and deemed to be
      transferred to and vested in the Surviving Corporation without further act
      or
      deed; and the title to any real estate, or any interest therein, shall not
      revert or be in any way impaired by reason of the Company Merger.

    


    14. Upon
      and
      after the Effective Date, the Surviving Corporation shall be responsible and
      liable for all the liabilities and obligations of both of the parties hereto
      in
      the same manner and to the same extent as if the Surviving Corporation had
      itself incurred the same or contracted therefor; and any claim existing or
      action or proceeding by or against either of the parties hereto may be
      prosecuted to judgment as if the Company Merger had not taken place or the
      Surviving Corporation may be substituted in its place. Neither the rights of
      creditors nor liens upon the property of either of the parties hereto shall
      be
      impaired by such Company Merger; but any such lien shall be limited to the
      property upon which there were liens immediately prior to the time of the
      Company Merger.

    


    15. The
      Articles of Incorporation and By-Laws of the Surviving Corporation in existence
      at the Effective Time shall remain the Articles of Incorporation and By-Laws
      of
      the Surviving Corporation following the Effective Time, until such Articles
      of
      Incorporation and By-Laws shall be further amended as provided by applicable
      law. 

    


    16. The
      directors of the Surviving Corporation following the Effective Time shall be
      those individuals of the Surviving Corporation serving as directors of the
      Surviving Corporation at the Effective Time until such time as their successors
      have been duly elected and qualified or until their earlier resignation, death,
      or removal as a director. The officers of the Surviving Corporation following
      the Effective Time shall be those individuals of the Surviving Corporation
      serving as officers of the Surviving Corporation at the Effective Time until
      such time as their successors have been duly elected and qualified or until
      their earlier resignation, death, or removal as an officer.

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    Exhibit
      2.01(e)(i)

    


    


    ARTICLES
      OF MERGER OF

    UNION
      FEDERAL SAVINGS AND LOAN ASSOCIATION

    INTO
      MAINSOURCE BANK-CRAWFORDSVILLE

    


    


    In
      accordance with the requirements of Section 28-1-7-9 of the Indiana Code, as
      amended, the undersigned corporation, desiring to effect a merger, sets forth
      the following facts:

    


    ARTICLE
      I

    AGREEMENT
      OF MERGER

    


    The
      Agreement and Plan of Merger (the “Merger Agreement”) is attached hereto as
Annex
      A
      and is
      incorporated into this document by reference.

    


    ARTICLE
      II

    DFI
      APPROVAL

    


    The
      merger contemplated by the Merger Agreement was approved by the Indiana
      Department of Financial Institutions on __________, 2005.

    


    ARTICLE
      III

    MANNER
      OF ADOPTION AND VOTE

    


    The
      Merger Agreement was approved by the board of directors of MainSource
      Bank-Crawfordsville
      by
      unanimous written consent in lieu of a meeting effective __________, 2005,
      and
      by the sole shareholder of MainSource
      Bank-Crawfordsville
      by
      unanimous written consent in lieu of a meeting effective __________, 2005.
      

    


    The
      Merger Agreement was also approved by the board of directors of Union
      Federal Savings and Loan Association
      by
      unanimous written consent in lieu of a meeting effective August ____, 2005,
      and
      by the sole shareholder of Union
      Federal Savings and Loan Association
      by
      unanimous written consent in lieu of a meeting effective August _____,
      2005.

    


    


    THE
      MERGER TO BE EFFECTED BY THESE ARTICLES OF MERGER 

    SHALL
      BE EFFECTIVE AT ________________, 2006.

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXECUTED
      as of ___________, 2006.

    


    
      	 	
              UNION
                FEDERAL SAVINGS AND LOAN ASSOCIATION

            
	 	 	 
	 	 	 
	 	 	 
	 	
              By:

            	 
	 	 	
              Alan
                L. Grimble, Chief Executive Officer

            
	 	 	 
	 	 	
              (Merging
                Entity)

            
	 	 	 
	 	
              MAINSOURCE
                BANK-CRAWFORDSVILLE

            
	 	 	 
	 	 	 
	 	
              By

            	 
	 	 	
              _______________,
                President

            
	 	 	 
	 	 	
              (Surviving
                Entity)

            


    

    


    


    
      	
              STATE
                OF INDIANA

            	
              )

            
	 	
              )SS:

            
	
              COUNTY
                OF ______________

            	
              )

            


    

    


    Before
      me, a Notary Public in and for said County and State, personally appeared Alan
      L. Grimble, known to me to be the Chief Executive Officer of Union Federal
      Savings and Loan Association, and acknowledged the execution of the foregoing
      for and on behalf of said corporation.

    


    Witness
      my hand and Notarial Seal, this ____day of ___________, 2006.

    


    
      	 	 
	 	
              Notary
                Public - Signature

            
	 	 
	 	 
	 	
              Notary
                Public - Printed

            


    

    


    
      	
              My
                Commission Expires:

            	 	
              My
                County of Residence:

            
	 	 	 
	 	 	 


    

    


    
      	
              STATE
                OF INDIANA

            	
              )

            
	 	
              )SS:

            
	
              COUNTY
                OF ______________

            	
              )

            


    

    


    


    Before
      me, a Notary Public in and for said County and State, personally appeared
      ____________, known to me to be the President of MainSource Bank-Crawfordsville,
      and acknowledged the execution of the foregoing for and on behalf of said
      corporation.

    


    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    Witness
      my hand and Notarial Seal, this ____day of _____________, 2006.

    


    


    
      	 	 
	 	
              Notary
                Public - Signature

            
	 	 
	 	 
	 	
              Notary
                Public - Printed

            


    

    


    
      	
              My
                Commission Expires:

            	 	
              My
                County of Residence:

            
	 	 	 
	 	 	 


    

    


    


    


    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    Exhibit
      2.01(e)(ii)

    


    


    AGREEMENT
      AND PLAN OF MERGER

     

    This
      AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of ________________,
      2006, by and between MainSource Bank- Crawfordsville (“Merger Corp”), an interim
      Indiana commercial bank with its principal office located in Greensburg, Decatur
      County, Indiana and wholly-owned subsidiary of MainSource Financial Group,
      Inc.,
      an Indiana corporation (“MainSource”), and Union Federal Savings and Loan
      Association (“Union Federal”), a federal savings association with its principal
      office located in Crawfordsville, Montgomery County, Indiana and wholly-owned
      subsidiary of Union Community Bancorp, an Indiana corporation
      (“UCBC”).

     

    WITNESSETH:

     

    WHEREAS,
      MainSource, UCBC and Union Federal have entered into an Agreement and Plan
      of
      Merger dated as of August __, 2005 (the “Merger Agreement”) providing for the
      acquisition by MainSource of all of the outstanding shares of common stock,
      no
      par value, of UCBC in a merger pursuant to the provisions of the Indiana
      Business Corporation Law (the “IBCL”), and providing for the merger of Union
      Federal with and into Merger Corp (the “Merger”), in accordance with the
      provisions of applicable state and federal law; and

     

    WHEREAS,
      the Boards of Directors of Merger Corp and Union Federal have each adopted
      a
      resolution approving this Agreement and Plan of Merger and the Boards of
      Directors of Merger Corp and Union Federal have directed that this Agreement
      and
      Plan of Merger and the Merger contemplated thereby be submitted to the sole
      shareholders of Merger Corp and Union Federal for adoption and
      approval;

     

    NOW,
      THEREFORE, the parties hereto, in consideration of amounts to be paid pursuant
      hereto and subject to the terms and conditions of the Merger Agreement, agree
      as
      follows:

     

    ARTICLE
      I.

     

    Constituent
      Corporations

     

    Merger
      Corp and Union Federal shall be the constituent corporations with respect to
      the
      Merger.

     

    ARTICLE
      II.

     

    Merger

     

    Effective
      as of the time of the filing of appropriate articles of merger with the Indiana
      Department of Financial Institutions or such later time as may be specified
      in
      such articles of merger (the “Effective Time of the Merger”), Union Federal
      shall be merged with and into Merger Corp, and Merger Corp shall be the
      surviving institution (the “Surviving Bank”).

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


     

    ARTICLE
      III.

     

    Articles
      of Incorporation, By-Laws, Etc.

     

    1. Articles
      of Incorporation and By-Laws. The Articles of Incorporation and By-Laws of
      Merger Corp in existence at the Effective Time shall remain the Articles of
      Incorporation and By-Laws of the Surviving Bank following the Effective Time,
      until such Articles of Incorporation and By-Laws shall be further amended as
      provided by applicable law. 

     

    2. Name,
      Offices, Officers and Directors. The name of the Surviving Bank shall be
“MainSource Bank - Crawfordsville.” Its principal office shall be located at 221
      East Main Street, Crawfordsville, Montgomery County, Indiana, and its branches
      shall consist of the branch offices of Union Federal as of the Effective Time.
      The
      officers of Merger Corp at the Effective Time shall continue to serve as the
      officers of the Surviving Bank until such time as their successors shall have
      been duly elected and have qualified or until their earlier resignation, death
      or removal from office. In addition, immediately following the Effective Time,
      Alan L. Grimble shall be appointed the Chairman of the Board, President, and
      Chief Executive Officer and J. Lee Walden shall be appointed as an executive
      officer of the Surviving Bank. The directors of the Surviving Bank following
      the
      Effective Time shall consist of Alan L. Grimble _________, __________,
      __________ and __________, until such time as their successors have been duly
      elected and have qualified or until their earlier resignation, death, or removal
      as a director.

     

    ARTICLE
      IV.

     

    Manner
      of Converting and Exchanging Stock

     

    1. Subject
      to the provisions of this Article IV, the manner of converting and exchanging
      the shares of the constituent corporations’ stock at the Effective Time of the
      Merger shall be as follows:

     

    (a) Each
      of
      the _____ shares of common stock, no par value, of Merger Corp (“Merger Corp
      Common Stock”), outstanding immediately prior to the Effective Time of the
      Merger shall remain outstanding immediately after the Effective Time of the
      Merger.

     

    (b) Each
      of
      the 1,000 shares of the common stock, $.01 par value per share, of Union Federal
      (the “Union Federal Common Stock”) outstanding immediately prior to the
      Effective Time of the Merger shall, at the Effective Time of the Merger, be
      cancelled without consideration therefor.

     

    2. After
      the
      Effective Time of the Merger, there shall be no transfers on the stock transfer
      books of Union Federal or the Surviving Bank of any shares of Union Federal
      Common Stock.

     

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    


     

    ARTICLE
      V.

     

    Effect
      of Merger

     

    From
      and
      after the Effective Time of the Merger, the Surviving Bank shall have all of
      the
      rights, privileges, powers, immunities and franchises (public and private)
      of
      each of the constituent corporations, and all property (real, personal, and
      mixed), all debts due on whatever account, and all other choses in action,
      of
      each of the constituent corporations. All interests of or belonging to or due
      to
      either of the constituent corporations shall thereupon be deemed to be
      transferred to and vested in the Surviving Bank without act or deed and no
      title
      to any real estate or any interest therein vested in either of the constituent
      corporations shall revert or be in any way impaired because of the
      Merger.

     

    ARTICLE
      VI.

     

    Surviving
      Bank

     

    From
      and
      after the Effective Time of the Merger, the Surviving Bank shall be responsible
      for all obligations of each of the constituent corporations and each claim
      existing and each action or proceeding pending by or against either of the
      constituent corporations may be prosecuted as if the Merger had not taken place,
      and the Surviving Bank may be substituted in the place of such constituent
      corporation. Such obligations shall include all of Union Federal’s obligations
      with respect to the liquidation account which was established at the time Union
      Federal or any of its savings association predecessors converted from mutual
      to
      stock form of organization. No right of any creditor of either constituent
      corporation and no lien upon the property of either constituent corporation
      shall be impaired by the Merger.

     

    ARTICLE
      VII.

     

    Further
      Documents

     

    If
      at any
      time the Surviving Bank shall consider or be advised that any further
      assignments, conveyances or assurances in law are necessary or desirable to
      vest, perfect or confirm of record in the Surviving Bank the title to any
      property or rights of the constituent corporations, or otherwise to carry out
      the provisions hereof, the persons who were the proper officers and directors
      of
      the constituent corporations immediately prior to the Effective Time of the
      Merger (or their successors in office) shall execute and deliver any and all
      proper deeds, assignments and assurances in law, and do all things necessary
      or
      proper, to vest, perfect or confirm title to such property or rights in the
      Surviving Bank and otherwise to carry out the provisions hereof.

     

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    


     

    ARTICLE
      VIII.

     

    Effect
      of Termination

     

    In
      the
      event that this Agreement is terminated pursuant to Article IX of the Merger
      Agreement, the Merger provided for herein shall be abandoned automatically
      and
      without any further act or deed by the parties hereto.

     

    IN
      WITNESS WHEREOF, the parties hereto have caused this Merger Agreement for
      Subsidiary Merger to be executed and attested to on their behalf by their
      officers thereunto duly authorized as of the day and year first written
      above.

     

    
      	
              MAINSOURCE
                BANK - CRAWFORDSVILLE

            	 
	 	 	 
	 	 	 
	
              By:

            	 	 
	
              Its:

            	 	 
	 	 	 
	 	
              “Merger
                Corp”

            	 
	 	 	 
	
              UNION
                FEDERAL SAVINGS AND LOAN ASSOCIATION

            	 
	 	 	 
	 	 	 
	 	 	 
	
              By:

            	 	 
	 	
              Alan
                L. Grimble

            	 
	 	
              Chief
                Executive Officer

            	 


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Exhibit
      6.05

    


    


    


    


    


    [DATE]

    


    MainSource
      Financial Group, Inc.

    201
      North
      Broadway

    Greensburg,
      Indiana 47240

     

    Ladies
      and Gentlemen:

     

    I
      have
      been advised that as of the date hereof I may be deemed to be an “affiliate” of
      Union Community Bancorp, an Indiana corporation (“UCBC”), as that term is
      defined for purposes of paragraphs (c) and (d) of Rule 145 of the rules and
      regulations (the “Rules and Regulations”) of the Securities and Exchange
      Commission (the “Commission”) under the Securities Act of 1933, as amended (the
“Act”). Neither my entering into this letter agreement, nor anything contained
      herein, shall be deemed an admission on my part that I am such an
“affiliate.”

     

    Pursuant
      to the terms of the Agreement and Plan of Merger dated as of August __, 2005,
      (the “Merger Agreement”), among MainSource Financial Group, Inc., an Indiana
      corporation (“MainSource”), UCBC and Union Federal Savings and Loan Association,
      providing for the merger of UCBC with and into MainSource (the “Merger”), and as
      a result of the Merger, I may receive shares of common stock, no par value,
      of
      MainSource (the “MainSource Securities”) and/or cash in exchange for the shares
      of common stock, no par value, of UCBC owned by me at the effective time of
      the
      Merger.

     

    I
      represent and warrant to MainSource that in such event:

     

    
      	 	
              A.

            	
              I
                shall not make any sale, transfer or other disposition of the MainSource
                Securities in violation of the Act and the Rules and
                Regulations.

            


    

    


    
      	 	
              B.

            	
              I
                have carefully read this letter and the Merger Agreement and discussed
                its
                requirements and other applicable limitations upon my ability to
                sell,
                transfer or otherwise dispose of MainSource Securities, to the extent
                I
                felt necessary, with my counsel and counsel for
                UCBC.

            


    

    


    
      	 	
              C.

            	
              I
                have been advised that the issuance of MainSource Securities to me
                pursuant to the Merger has been registered with the Commission under
                the
                Act on a Registration Statement on Form S-4. However, I have also
                been
                advised that, since at the time the Merger was submitted for a vote
                of the
                shareholders of UCBC, I may have been deemed to have been an affiliate
                of
                UCBC and a distribution by me of MainSource Securities has not been
                registered under the Act, the MainSource Securities must be held
                by me
                indefinitely unless (i) a 

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
      

    

    

      MainSource
        Financial Group, Inc.

      [DATE]

      Page
        2 of
        3

      


      distribution
        of MainSource Securities by me has been registered under the Act, (ii) a
        sale of
        MainSource Securities by me is made in conformity with the volume and other
        limitations of Rule 145 promulgated by the Commission under the Act, or (iii)
        in
        the opinion of counsel reasonably acceptable to MainSource, some other exemption
        from registration is available with respect to a proposed sale, transfer
        or
        other disposition of the MainSource Securities by me.

      


      
        	 	
                D.

              	
                I
                  understand that MainSource is under no obligation to register the
                  sale,
                  transfer or other disposition of MainSource Securities by me or
                  on my
                  behalf or to take any other action necessary in order to make compliance
                  with an exemption from registration
                  available.

              


      

      


      
        	 	
                E.

              	
                I
                  also understand that stop
                  transfer instructions will be given to MainSource’s transfer agent with
                  respect to MainSource Securities and that there will be placed
                  on the
                  certificates for the MainSource Securities, or any substitutes
                  therefor, a legend stating in
                  substance:

              


      

      


      “The
        shares represented by this certificate were issued in a transaction to which
        Rule 145 promulgated under the Securities Act of 1933 applies. The shares
        represented by this certificate may only be transferred in accordance with
        the
        terms of an agreement dated [DATE] between the registered holder hereof and
        MainSource Financial Group, Inc., a copy of which is on file with MainSource
        Financial Group, Inc.”

       

      
        	 	
                F.

              	
                I
                  also understand that unless the transfer by me of my MainSource
                  Securities
                  has been registered under the Act or is a sale made in conformity
                  with the
                  provisions of Rule 145, MainSource reserves the right to put the
                  following
                  legend on the certificates issued to my
                  transferee:

              


      

      


      “The
        shares represented by this certificate have not been registered under the
        Securities Act of 1933 and were acquired from a person who received such
        shares
        in a transaction to which Rule 145 promulgated under the Securities Act of
        1933
        applies. The shares have been acquired by the holder not with a view to,
        or for
        resale in connection with, any distribution thereof within the meaning of
        the
        Securities Act of 1933 and may not be sold, pledged or otherwise transferred
        except in accordance with an exemption from the registration requirements
        of the
        Securities Act of 1933.”

       

      It
        is
        understood and agreed that the legends set forth in paragraphs E and F above
        shall be removed by delivery of substitute certificates without such legend
        if
        the undersigned shall have 

       

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    MainSource
      Financial Group, Inc.

    [DATE]

    Page
      3 of
      3

    


     

    delivered
      to MainSource a copy of a letter from the staff of the Commission, or an opinion
      of counsel reasonably acceptable to MainSource, to the effect that such legend
      is not required for purposes of the Act and, in any event, may be removed after
      one year following the Effective Time (as defined in the Merger Agreement)
      as
      long as MainSource is then current in its filings under the Securities Exchange
      Act of 1934.

     

    


     

    
      	 	
              Very
                truly yours,

            
	 	 
	 	
              Printed:
                ____________________________

            


    

    


    


    Accepted
      this ____ day of ___________, ____ by:

    MAINSOURCE
      FINANCIAL GROUP, INC.

    


    


    
      	
              By:

            	 	 
	 	
              James
                L. Saner, Sr.

            	 
	 	
              President
                and Chief Executive Officer

            	 


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      Exhibit
        7.05

      


      


      Separation
        Pay Guidelines

      


      1. Eligibility:  Any
        employee of the MainSource Financial Group, Inc. and/or its subsidiaries
        (collectively, “MainSource”), who meets the following requirements shall be
        eligible for consideration for Severance Benefits:

      
        	 	
                A.

              	
                The
                  employee is actively employed in a Full Time, regular, non-seasonal
                  MainSource position;

              


      

      
        	 	
                B.

              	
                The
                  employee is not covered by an enforceable written employment agreement
                  that provides for separation pay;

              


      

      
        	 	
                C.

              	
                The
                  employee’s termination is a Qualifying Event (as defined below);
                  and

              


      

      
        	 	
                D.

              	
                The
                  employee’s termination is not due to any issue related to the integrity
                  or
                  honesty of the employee, or the employee’s Gross Misconduct (as defined
                  below) or criminal conviction.

              


      

      


      Notwithstanding
        the foregoing, any employee who executes any document or agreement, which
        MainSource in its discretion may require as a condition for payment of
        separation pay, including but not limited to a resignation of employee or
        officer, transfer of a license, or a consulting, release, or
        confidentiality agreement, is eligible for separation pay. 

      


      2. Exclusion:  Any
        employee in any of the following categories shall not be eligible for separation
        pay:

      
        	 	
                A.

              	
                The
                  employee is terminated for Gross
                  Misconduct;

              


      

      
        	 	
                B.

              	
                The
                  employee voluntarily resigns or abandons
                  job;

              


      

      
        	 	
                C.

              	
                The
                  employee is subject to recall;

              


      

      
        	 	
                D.

              	
                The
                  employee is on any type of leave other than FMLA;
                  

              


      

      
        	 	
                E.

              	
                The
                  employee is covered under an individual employment agreement that
                  addresses separation pay; 

              


      

      
        	 	
                F.

              	
                The
                  employee is terminated because of circumstances beyond the control
                  of
                  MainSource, or is offered another position with MainSource or an
                  acquiring
                  entity and the employee declines such position;
                  or

              


      

      
        	 	
                G.

              	
                The
                  employee does not otherwise meet the Eligibility requirements set
                  forth in
                  Section 1 above.

              


      

      


      
        	 	
                3.

              	
                Schedule
                  of Benefits:
                  Separation Benefits shall be applied according to the following
                  schedule:

              


      

      
        	 	
                A.

              	
                Less
                  than 12 months service - Service
                  of less than 12 months does not qualify for separation
                  pay.

              


      

      
        	 	
                B.

              	
                Nonexempt
                  employee - Separation
                  pay equal to one week’s salary for each year of service, subject to a
                  maximum of eight weeks.

              


      

      
        	 	
                C.

              	
                Exempt/Officer
                  employee (below VP status) - Separation
                  pay equal to one week’s salary for each year of service, subject to a
                  minimum of 2 weeks and a maximum of 12
                  weeks.

              


      


      
        
          
          

        

        
          
            

          

        

        
          
          

        

      


      
        	 	
                D.

              	
                Senior
                  Management employee (VP and above) - Separation
                  pay equal to one week’s salary for each year of service, subject to a
                  minimum of 4 weeks and a maximum of 26
                  weeks.

              


      

      
        	 	
                E.

              	
                Executive
                  Officers (CEO, CFO, COO) - Separation
                  pay equal to two week’s salary for each year of service in an executive
                  capacity and equal to one week’s salary for each year of service prior to
                  attaining such executive position, subject to a minimum of 6 weeks
                  and a
                  maximum of 52 weeks.

              


      

      


      4. Payment
        Terms:
         Separation
        payments may be made in a single lump sum payment within the next normal
        payroll
        cycle, at a later date or in periodic installments.

      


      5. Payment
        Offsets:
         The
        separation pay benefits received shall be reduced by any amounts owed by
        the
        employee to MainSource or any amounts earned by the employee after termination
        of employment under individual employment and/or consulting agreements between
        the employee and MainSource. Separation pay will be reduced by any amounts
        paid
        to an employee pursuant to the Worker Adjustment and Retraining Notification
        Act
        (WARN).

      


      6. Effect
        of Acceptance of Benefits:
         Upon
        acceptance of separation pay benefits, the individual agrees to fully release
        MainSource, its employees, agents, and related entities from any and all
        claims
        arising out of or related to the individual’s employment or termination of
        employment, to the extent permitted by applicable law. In the event an
        individual sues MainSource on the basis of any of the released claims, the
        individual is obligated to return to MainSource all of the separation
        pay.

      


      7. Rehired
        Employees:
         
        Employees who are rehired by MainSource within the time period covered by
        the
        separation pay will be required to repay a pro rata portion of the separation
        pay. For example, an employee who is paid 12 months’ separation pay and is
        rehired ten months later will be required to repay one-sixth of the separation
        pay.

      


      8. Recovery
        of Excess Payments:
         Whenever
        payments have been made in excess of the amount necessary to satisfy the
        separation pay benefits, MainSource has the right to recover these excess
        payments from any individual or entity to which the excess payments were
        made.
        The employee has an obligation to reimburse MainSource for excess benefits,
        and
        excess payments to the employee will be treated as an advance against wages,
        which may be deducted from wages or amounts owed by MainSource to the employee
        subject to employee execution of the appropriate wage assignment and other
        documentation. Whenever payments have been made on the basis of false
        information provided by the employee, MainSource has the right to withhold
        payments on certain compensation or other amounts owed by MainSource to the
        employee, until the overpayment is recovered.

      


      9. Benefits
        Not Guaranteed: MainSource
        does not guarantee the payment of separation pay benefits and these separation
        pay guidelines do not constitute an “offer” of any kind to any employee working
        for MainSource. Separation pay is not a form of wages and is not earned during
        employment.


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      


      
        	 	
                10.

              	
                Additional
                  Provisions:
                  The following provisions also apply to the separation pay
                  policy:

              


      

      
        	 	
                A.

              	
                Upon
                  approval of the Chief Executive Officer of MainSource Financial
                  Group,
                  Inc., separation pay may be increased to compensate for individual
                  situations. 

              


      

      
        	 	
                B.

              	
                Outplacement
                  services may be offered upon approval of the Chief Executive Officer
                  of
                  MainSource Financial Group, Inc. 

              


      

      
        	 	
                C.

              	
                Employees
                  on leave pursuant to the Family and Medical Leave Act (“FMLA”) will be
                  treated in accordance with the statute.


              


      

      
        	 	
                D.

              	
                Accrued
                  but unused Paid Time Off (“PTO”) and any other amounts owed to an employee
                  (except bonuses) will be included with the separation payment in
                  accordance with MainSource’s Paid Time Off plan. Any bonus or other
                  incentive pay will be paid in accordance with the applicable
                  plan.

              


      

      
        	 	
                E.

              	
                These
                  separation pay guidelines are to be applied to all MainSource-originated
                  separations affecting employees as described. As with all others,
                  these
                  guidelines do not create a contract for employment or any benefit.
                  Further, they are subject to modification at any
                  time.

              


      

      


      11. Definitions:
         The
        following definitions apply to the separation pay policy:

      
        	 	
                A.

              	
                “Base
                  Salary” - means the employee’s annual base salary. Base salary does not
                  include bonus, car allowance, incentives, commissions, overtime
                  pay, or
                  any other remuneration.

              


      

      
        	 	
                B.

              	
                “Full
                  Time” - means the employee is regularly scheduled to work forty (40)
                  hours
                  each week.

              


      

      
        	 	
                C.

              	
                “Gross
                  Misconduct” - means dishonesty, extreme insubordination, conflict of
                  interest, violence, or violations under the drug-free workplace
                  or alcohol
                  policy, violation of the code of ethics or confidentiality agreement,
                  misappropriation of funds, criminal conviction, arrest, immoral
                  conduct,
                  or other actions which result in loss of bonding eligibility, violation
                  of
                  non-discrimination, harassment and/or sexual harassment policies,
                  violation of other MainSource written rules and policies, falsification
                  of
                  time records or other documents, and other violations listed in
                  the
                  employee manual under reasons for immediate
                  dismissal.

              


      

      
        	 	
                D.

              	
                “Qualifying
                  Event” - means an employee loses employment because of unacceptable job
                  performance through no fault of their own, reorganization, elimination
                  of
                  a position, reduction in workforce or departmental cutback, and
                  is not
                  placed on laid off, recall, or other leave
                  status.

              


      

      
        	 	
                E.

              	
                “Week’s
                  Salary” - means the employee’s Base Salary divided by 52.
                  

              


      

    

     

     

     

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    Exhibit
      8.01(i)(1)

     

    EMPLOYMENT
      AGREEMENT

     

    This
      Employment Agreement, effective as of _________________, 20___ (the “Effective
      Date”), among MainSource Bank-Crawfordsville, an Indiana commercial bank
      (“Bank”), Alan L. Grimble (“Employee”) and MainSource Financial Group, Inc., an
      Indiana corporation (“Parent”).

     

    RECITALS

     

    A. The
      Bank
      is engaged in the business of commercial banking, including but not limited
      to
      the promotion of savings through the solicitation of deposits from the general
      public, the promotion of home ownership through the origination of mortgage
      loans primarily to finance the purchase, construction or improvement of
      residential real estate and the origination of loans for automobile purchases,
      commercial and personal purposes (“Business”).

     

    B. The
      Bank
      desires to retain, by contract, a qualified individual to serve as President,
      Chief Executive Officer and Chairman of the Board of the Bank (“Management
      Position”).

     

    C. Employee
      has knowledge and experience to serve in such capacity and the parties wish
      to
      confirm their employment relationship pursuant to the terms and conditions
      of
      this Agreement.

     

    AGREEMENT

     

    NOW,
      THEREFORE, in consideration of the foregoing and the mutual covenants contained
      herein, and other good and valuable consideration, the parties agree as
      follows:

     

    1. Employment.
      The Bank
      hereby employs Employee in a Management Position and Employee hereby accepts
      employment, upon the terms and conditions hereinafter set forth.

     

    2. Term.
      Subject
      to the provisions for termination as provided in paragraphs 10 and 12 hereof,
      the term of this Agreement shall commence on the Effective Date hereof and
      continue for a period of one (1) year from such Effective Date. The term of
      the
      Agreement may not be extended by election of Employee. 

     

    3. Duties.
      During
      the term hereof, Employee shall serve in a Management Position of the Bank
      and
      shall to the best of his efforts manage, direct and administer the operations
      of
      the Bank including, but not limited to, such matters as budgeted net income,
      asset quality, employee involvement in the community, growth of loans and
      deposits, and various other functions as assigned from time to time. Employee
      shall report to the President of Parent. The precise services, duties and
      authority of Employee may be further defined, extended or curtailed from time
      to
      time at the discretion of the President of Parent; provided, however, that
      such
      services, duties and authority shall always be consistent with those which
      are
      customary for his position with the Bank. The Employee shall exercise his duties
      of employment in a manner consistent with and in compliance with the
      requirements of all applicable statutes of the United States of 

     

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


    America
      and the State of Indiana and of the administrative rules and regulations issued
      thereunder and of the procedures, rules and regulations of the applicable
      regulatory agencies of the United States of America and the State of Indiana.
      Similarly, Employee shall exercise his supervision and control over the
      employees of the Bank that report to him in such a manner as to encourage them
      to exercise their duties of employment so as to meet the standards provided
      by
      the previous sentence of this paragraph.

     

    4. Extent
      of Services.
      Employee, subject to the control of the President of Parent, shall have the
      power and authority commensurate and necessary to his position with the Bank.
      Employee shall devote his entire employable time, attention and best efforts
      to
      the Business of the Bank and shall not, without the consent of the President
      of
      Parent, which consent shall not be unreasonably withheld, during the term of
      this Agreement, be actively engaged in any other business activity, whether
      or
      not such business activity is pursued for gain, profit or other pecuniary
      advantage; but this shall not be construed as preventing Employee from investing
      his personal assets in such form or manner as will not require any services
      on
      the part of Employee in the operation of the affairs of the enterprise in which
      such investments are made. Employee shall be a full-time employee of the Bank
      and shall devote at least forty (40) hours per week (excused absences and
      vacation periods counted as hours worked for this purpose) to the affairs of
      the
      Bank, unless the President of Parent consents to a shorter work period. During
      the term of his employment hereunder, the Employee shall not provide any banking
      or bank-related services or solicit or engage in any banking or bank-related
      business otherwise than on behalf of the Bank or an affiliate of the
      Bank.

     

    5. Board
      Member.
      So long
      as the Bank exists as a separate entity and is not merged or consolidated into
      another entity, and so long as Employee remains employed by the Bank pursuant
      to
      the terms of this Agreement, including any extensions hereof, the Parent shall
      cause Employee to be elected as a member of the Bank’s Board of Directors and in
      accordance with the By-Laws of the Bank. While serving as a director of the
      Bank, Employee shall be entitled to receive director fees at any time that
      it is
      the policy of the Parent or any of its subsidiaries to pay directors who are
      also employees such fees. Upon the termination of this Agreement, unless
      the Parent otherwise consents to his retention on the Board, Employee
      shall
      take any actions necessary to remove himself from the Board of Directors of
      the
      Bank.

     

    6. Compensation.
      Employee
      shall be compensated for services rendered hereinunder during the term hereof
      as
      follows:

     

    
      (a) As
        an
        incentive for Employee to enter into this Agreement for the term hereof,
        if this
        Agreement is not earlier terminated and Employee remains employed by the
        Bank on
        the date six (6) months following the Effective Date of this Agreement and
        provided Employee is employed on the date of payment, the Bank shall pay
        Employee in a lump sum, Twenty-Five Thousand Dollars ($25,000.00) subject
        to
        withholding of taxes and other customary amounts. Additionally, as further
        incentive for Employee to enter into this Agreement for the term hereof,
        if this
        Agreement is not earlier terminated and Employee remains employed by the
        Bank on
        the date twelve (12) months following the Effective Date of this Agreement
        and
        provided Employee is employed on the date of payment, the Bank shall pay
        Employee in a lump sum, Twenty-Five Thousand Dollars ($25,000.00) subject
        to
        withholding of taxes and other customary amounts.

    

     

    (b) Employee
      shall receive an annualized base salary of One Hundred Twenty-Five Thousand
      Dollars ($125,000.00). Base salary hereunder shall be payable in equal periodic
      

     

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    installments
      consistent with the Bank’s payroll practices and subject to withholding of taxes
      and other customary amounts.

     

    (c) Employee
      shall be eligible to participate in the Bank’s Executive Performance Bonus Plan
      for calendar year 2006 (payable in 2007) in accordance with the terms and
      conditions of such program, which Bank may adopt and amend from time to time,
      for its executive management personnel.

     

    7. Fringe
      Benefits.

     

    (a)
      Subject to Employee’s payment of the employee portion of the costs of coverage,
      Employee shall be entitled to participate in the employee benefit and welfare
      plans, retirement plans and insurance programs offered by the Bank, or which
      it
      may adopt from time to time, in accordance with the terms and conditions of
      any such plans and programs, for its management or supervisory personnel
      generally. Nothing herein shall be construed so as to prevent the Bank from
      modifying or terminating any employee benefit or welfare plans or programs
      or
      employee fringe benefits it may adopt from time to time.

     

    (b) Employee
      shall be entitled to at least two hundred and seventy-six (276) hours of paid
      time off for each year during the term hereof administered in accordance with
      the Bank’s policies.

     

    (c) The
      Bank
      shall reimburse Employee for all reasonable expenses he may incur for promoting
      the Business, including expenses for entertainment, travel, and similar items,
      subject to such limits and conditions as the Bank or Parent may reasonably
      establish. The Bank shall also pay for Employee’s membership in the
      Crawfordsville Country Club during the term of this Agreement.

     

    (d) During
      the term of this Agreement, the Bank shall furnish Employee a non-luxury
      automobile made by an American manufacturer suitable to the nature of his
      position and adequate for the performance of his employment. The Bank will
      maintain, insure and provide fuel for operation of such automobile in accordance
      with policies or practice established from time to time by the
      Parent.

     

    8. Disability.
      If
      Employee shall become physically or mentally disabled during the term of this
      Agreement to the extent that he shall be unable to perform his duties and
      services for and on behalf of the Bank, the Bank shall continue to make payment
      of a portion of Employee’s base salary in the amount and for the duration as set
      forth in Parent’s policies or practices established from time to time by Parent
      for executive managers of its bank subsidiaries. A copy of Parent’s disability
      policy has been provided to Employee.

     

    9. Confidentiality.

     

    (a) The
      Bank
      possesses and will continue to possess information which has been created,
      discovered, developed by or otherwise become known to the Bank (including
      information discovered or made available by subsidiaries, affiliates or joint
      ventures of the Bank or in which property rights have been assigned or otherwise
      conveyed to the Bank) which information (whether in print or electronic format)
      has commercial value to the Bank, including 

     

    


    
      
        
        

      

      
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    but
      not
      limited to trade secrets, innovations, processes, computer codes, data, know
      how, improvements, discoveries, developments, techniques, marketing plans,
      strategies, costs, customers, and client lists, or any information Employee
      has
      reason to know the Bank would like to treat as confidential for any purpose,
      such as maintaining a competitive advantage or avoiding undesired publicity,
      whether or not developed by Employee (“Confidential Information”). Unless
      previously authorized in writing or instructed in writing by the Bank, Employee
      will not, at any time, disclose to others, or use, or allow anyone else to
      disclose or use any Confidential Information (except as may be necessary in
      the
      performance of Employee’s employment with the Bank), unless and until and then
      only to the extent that, such Confidential Information has become ascertainable
      or obtained from public or published sources or was available to the Bank on
      a
      non-confidential basis prior to any disclosure, provided that the source of
      such
      material is or was not bound by any obligation of confidentiality to the
      Bank.

     

    (b) Upon
      termination of employment to the extent he has not already done so, the Employee
      will deliver to the Bank any and all Information and Property (as herein
      defined) then in his possession or subject to his control. For purposes of
      this
      sub-section, the term “Information and Property” means and includes (i) all
      files, records, reports, memoranda and other documents, whether written or
      electronic, that the Employee received, prepared, helped prepare, directed
      the
      preparation of, maintained or kept in connection with his services as a
      director, officer or employee of the Bank or any of its affiliates; (ii) all
      door and file keys, identification cards or badges, credit cards, computer
      hardware, computer software, computer printers, computer access codes and
      similar items issued or made available to the Employee in connection with his
      service as a director, officer or employee of the Bank or any of its affiliates;
      (iii) all documents, whether written or electronic, containing any trade secrets
      (as defined in Indiana Code §24-2-3-2) of the Bank or any of its affiliates; and
      (iv) all documents, whether written or electronic, containing non-public
      information regarding the Bank or any of its affiliates or its customers or
      employees, the use or disclosure of which might be adverse to the best interests
      of such entity or its business. The Employee expressly agrees and promises
      that
      he will not retain any copies, duplicates, reproductions, or excerpts of any
      Information and Property. The Employee acknowledges that this obligation is
      continuing and agrees promptly to deliver to the Bank any subsequently
      discovered Information and Property and any subsequently discovered copies,
      duplicates or reproductions of, or excerpts from, Information and Property.
      In
      the case of electronic data contained in files residing on the Employee’s
      personally-owned computers, the Employee shall permit access to such computers
      to Bank representatives to delete all such files (including any drives or disks
      associated therewith) that can be located easily and delete all other such
      files
      (including any drives or disks associated therewith) as and when they are
      discovered. Notwithstanding anything else in this subparagraph (i), the Employee
      may retain documents concerning any benefit plans or employment policies from
      which he may be or become entitled to benefits and documents concerning his
      rights under this Agreement.

     

    10. Termination.

     

    (a) The
      Bank
      may terminate this Agreement during the term hereof for just cause upon written
      notice to Employee.

     

    (b) This
      Agreement may also be terminated (i) whenever the Bank and Employee shall
      mutually agree to a termination in writing, (ii) upon the resignation or death
      of 

     

    


    
      
        
        

      

      
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    Employee,
      (iii) pursuant to paragraph 12, or (iv) upon expiration of the term
      hereof.

     

    (c) Upon
      the
      termination of this Agreement by the Bank for just cause as defined in
      subparagraph (d), or pursuant to paragraph 12, or upon the resignation or death
      of Employee, Employee or his personal representative shall be entitled to
      receive only the compensation accrued but unpaid as of the date of the
      termination hereof and shall not be entitled to any compensation following
      the
      termination date or additional compensation except as expressly provided in
      this
      Agreement.

     

    (d) Just
      cause shall include, but not be limited to:

     

    (i) Employee’s
      misuse or conviction of embezzlement of funds belonging to the Bank, conviction
      of, or plea by Employee of nolo contendre to, any felony or crime involving
      fraud or moral turpitude, or use of alcohol or drugs or other conduct in such
      a
      manner as will injure or adversely effect the Bank or its employees, customers,
      agents, officers or directors;

     

    (ii) Employee’s
      absence from his employment for a period in excess of paid time off as provided
      in paragraph 7(b) for any reasons other than family and medical leave under
      the
      Bank’s policies;

     

    (iii) Employee’s
      absence from employment or inability to perform his duties hereunder as a result
      of physical or mental disability for a period in excess of the period for which
      salary is continued pursuant to paragraph 8 or in excess of family and medical
      leave under the Bank’s policies;

     

    (iv) Employee’s
      failure to perform substantially his duties with the Bank, his intentional
      breach of the provisions of this Agreement, his gross negligence or willful
      malfeasance in discharging his obligations hereunder and such acts and their
      consequences are not remedied within ten (10) days (or such longer reasonable
      period of time designated by the Bank) after written notice hereof has been
      given to Employee.

     

    11. Non-Competition.
      Employee
      acknowledges that the services he will render to the Bank under this Agreement
      will be of a special and unusual character, with a unique value to the Bank.
      Employee has served in an executive management position with and was a
      shareholder of the banking entity merged into the Bank and has acquired unique
      and invaluable information about and developed relationships with customers
      who
      will continue to use the services of Bank and for which he will continue to
      receive benefit. Employee further acknowledges the scope of the Bank’s Business
      and that any limitations on his post employment activities are necessary to
      protect the Bank’s Business because of its scope. In view of the unique value to
      the Bank of the services of Employee, his prior relationship with the
      predecessor of the Bank, because of the confidential information of the Bank
      obtained by or disclosed to Employee, and as a material inducement to the Bank
      to enter into this Agreement and to provide Employee the compensation and
      benefits stated herein, including the signing bonus, and other good and valuable
      consideration, Employee covenants and agrees that for the period of two (2)
      years following the date of termination of employment with Bank for any reason,
      Employee will not, directly or indirectly, either as a principal, agent,
      manager, partner, director, officer, consultant or 

     

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    shareholder,
      on his behalf or on behalf of any other entity:

     

    (a) in
      Montgomery County Indiana, or the counties in the State of Indiana which are
      contiguous to Montgomery Indiana, own, manage, operate, control, be employed
      by,
      participate in, render assistance to or be connected in any manner with the
      ownership, management, representation, operation or control of any entity which
      competes with the Business of the Bank at the time of termination of employment
      with Bank;

     

    (b) solicit,
      entice or encourage any employee of the Bank to leave employment with the Bank
      and to not hire or employ (or cause and/or assist, whether directly or
      indirectly any third party to hire or employ) any such employee;
      and

     

    (c) contact,
      solicit, encourage or induce any customers of the Bank to obtain business and/or
      services from any entity (other than the Bank) which is engaged in any activity
      competitive with the Business of the Bank.

     

    The
      term
“customer” shall mean any person or entity to which the Bank has provided
      services during the one (1) year period prior to the date of termination or
      persons or entities targeted by the Bank or contacted for the purpose of selling
      such goods or services during such one (1) year period.

     

    12. Regulatory
      Provisions.

     

    (a) If
      the
      Employee is suspended and/or temporarily prohibited from participating in the
      conduct of the Bank’s affairs by a notice served under Section 8(e)(3) or (g)(1)
      of the Federal Deposit Insurance Act (12 U.S.C. 1818(e)(3) and (g)(1)), the
      Bank’s obligations under this Agreement shall be suspended as of the date of
      service unless stayed by appropriate proceedings. If the charges in the notice
      are dismissed, the Bank may in its discretion (i) pay the Employee all or part
      of the compensation withheld while its contract obligations were suspended,
      and
      (ii) reinstate (in whole or in part) any of its obligations which were
      suspended.

     

    (b) If
      the
      Employee is removed and/or permanently prohibited from participation in the
      conduct of the Bank’s affairs by an order issued under Section 8(e)(4) or (g)(1)
      of the Federal Deposit Insurance Act (12 U.S.C. 1818(e)(4) or (g)(1)), the
      employment of Employee and all obligations of the Bank under this Agreement
      shall terminate as of the effective date of the order.

     

    (c) If
      the
      Bank is in default (as defined in Section 3(x)(1) of the Federal Deposit
      Insurance Act), the employment of Employee and all obligations of the Bank
      under
      this Agreement shall terminate as of the date of default.

     

    (d) The
      employment of Employee and all obligations of the Bank under this Agreement
      shall be terminated, except to the extent it is determined that continuation
      of
      this Agreement is necessary for the continued operation of the Bank: (i) by
      the
      Director of the Federal Deposit Insurance Corporation (the “Director”) or his or
      her designee, at the time the Federal Deposit Insurance Corporation enters
      into
      an agreement to provide assistance to or on behalf of the Bank under the
      authority contained in Section 13(c) of the Federal Deposit 

     

    


    
      
        
        

      

      
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    Insurance
      Act; or (ii) by the Director or his or her designee at the time the Director
      or
      his or her designee approves a supervisory merger to resolve problems related
      to
      operation of the Bank or when the Bank is determined by the Director to be
      in an
      unsafe or unsound condition.

     

    13. Remedies.
      Given
      the important nature of the services Employee will provide to the Bank, the
      scope and nature of the Bank’s business and the sensitive nature of the
      information and functions Employee will have with the Bank, Employee
      acknowledges that the limitations contained herein in paragraphs 9 and 11 are
      reasonable. In the event of an actual or threatened breach by Employee of the
      provisions of paragraphs 9 and 11, the Bank shall be entitled to an injunction
      restraining Employee from such breach in addition to recovery of monetary
      damages together with the costs and expenses and reasonable attorney’s fees and
      expenses incurred by Bank in seeking and enforcement such provisions in
      paragraphs 9 and 11. If Employee violates any covenants contained in paragraphs
      9 and 11, the terms and the covenants violated shall be automatically extended
      to a like period of time from the date on which Employee ceases such violation
      or from the date of entry by a court of competent jurisdiction of any order
      or
      judgment enforcing such covenant, whichever period is later.

     

    14. Tax
      Liability.
      It is
      the intention of Bank and Employee that any and all payments Employee receives
      pursuant to this Agreement are reasonable compensation for services provided
      by
      Employee to Bank during the term hereof, and together with any other payments
      due to Employee from Bank or its successor (“other payments”), shall not
      constitute “excess parachute payments” within the meaning of Sections 280G and
      4999 of the Internal Revenue Code of 1986, as amended. If the Internal Revenue
      Service or the independent accountants acting as auditors for Bank or its
      successor determine that the compensation by itself or together with other
      payments constitute “excess parachute payments, “ the payments hereunder shall
      be reduced to the maximum amount which may be paid without constituting the
      payments as “excess parachute payments.” If, regardless of the aforesaid
      adjustment, the Internal Revenue Service determines that the payments constitute
      “excess parachute payments” under Sections 280G and 4999 of the Code, Bank shall
      assume responsibility for the loss of any tax deductions, and Employee shall
      assume responsibility for payment of any income and excise taxes attributable
      to
      the excess parachute payment.

     

    15. Successors
      and Assigns.
      The Bank
      may assign this Agreement or any part hereof; but Employee shall not assign
      this
      Agreement or any part hereof. This Agreement shall be binding upon and inure
      to
      the benefit of any successor, assign, heir or personal representative of either
      party hereto.

     

    16. Covenants
      and Promises Survive Termination of Employment.
      The
      Employee agrees that the obligations, duties and covenants contained in
      paragraphs 9, 11 and 14 shall survive termination of this Agreement and
      employment.

     

    17. Severability.
      The
      parties agree that each and every paragraph, sentence, clause, term, word and
      provisions of this Agreement is severable and that, in the event any portion
      of
      this Agreement is adjudged to be invalid or unenforceable, the remaining
      portions thereof shall remain in full force and effect to the fullest extent
      permitted by law. If any part of paragraph 11 of this Agreement is for any
      reason excessively broad as to time duration or geographic scope, activity
      or
      subject, it will be construed by a court by limiting or reducing it so as to
      be


     

    


    
      
        
        

      

      
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    enforceable
      to the extent compatible with applicable law as it then exists.

     

    18. Miscellaneous.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed to be an original, and all of such together shall constitute one and
      the
      same instrument. The section headings contained in this Agreement are for
      reference purposes only and shall not affect in any way the meaning or
      interpretation of this Agreement.

     

    19. Governing
      Law.
      This
      Agreement shall be interpreted in accordance with and be governed exclusively
      by
      the laws of the State of Indiana. The parties expressly agree that any and
      all
      actions concerning any dispute arising from this Agreement shall be filed and
      maintained only in a state court of competent jurisdiction sitting in the Marion
      County State of Indiana or the federal U.S. District Court, Southern District
      of
      Indiana and each party consents to such jurisdiction.

     

    20. Waiver.
      No
      waiver by the Bank, of any breach hereunder by the Employee shall be deemed
      or
      construed as a waiver of any other breach or of any subsequent breach. The
      Employee acknowledges that the Bank for business reasons or otherwise, may
      waive
      a breach by another individual of provisions similar to the provisions agreed
      to
      by the Employee in this Agreement. The Employee acknowledges that no waiver
      by
      the Bank, of any other individuals’ breach of provisions similar to the
      provisions in this Agreement shall be construed as a waiver of any breach by
      the
      Employee of this Agreement.

     

    21. Notices.
      All
      notices required to be given under the terms of this Agreement shall be in
      writing and shall be deemed to be given when delivered personally or sent by
      registered or certified mail, facsimile transmission, or electronic mail to
      the
      last known residence address Employee has on file with the Bank, or in case
      of
      Bank, to the business address of the Bank.

     

    22. Entire
      Agreement.
      This
      Agreement constitutes the complete agreement between the parties with regard
      to
      the subject matter addressed herein, shall supersede any and all previous
      agreements and/or commitments, whether oral or written, between the parties
      and
      shall not be amended or modified absent an agreement signed by both parties.
      The
      parties further agree that no verbal or other statements, discussions, or
      impressions, other than those provisions contained in this Agreement, have
      been
      relied upon by either party in executing this Agreement.

     

    


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties have signed, or caused a duly authorized agent
      thereof to sign, this Agreement on their behalf and thereby acknowledge their
      intent to be bound by its terms and conditions.

     

    
      	 	 	 	
              MainSource
                Bank-Crawfordsville

            
	 	 	 	 	 
	 	 	 	 	 
	
              By:

            	 	 	
              By:

            	 
	 	
              Alan
                L. Grimble

            	 	
              Name:

            	 
	 	 	 	
              Title:

            	 
	 	 	 	 	 
	
              Date:

            	 	 	
              Date:

            	 
	 	 	 	 	 
	 	
              “Employee”

            	 	 	
              “Bank”

            


    

    


    
       

      
        	 	 	 	
                MainSource
                  Financial Group, Inc.

              
	 	 	 	 	 
	 	 	 	 	 
	
                 

              	 	 	
                By:

              	 
	 	
                 

              	 	
                 

              	 James
                L. Saner, Sr., President
	 	 	 	 	 
	
                 

              	 	 	
                Date:

              	 
	 	 	 	 	 
	 	
                 

              	 	 	
                “Parent”

              


      

      


       

    

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


    Exhibit
      8.01(i)(2)

    EMPLOYMENT
      AGREEMENT

     

    This
      Employment Agreement, effective as of _________________, 20___ (the “Effective
      Date”), among MainSource Bank-Crawfordsville, an Indiana commercial bank
      (“Bank”), J. Lee Walden (“Employee”) and MainSource Financial Group, Inc., an
      Indiana corporation (“Parent”).

     

    RECITALS

     

    A. The
      Bank
      is engaged in the business of commercial banking, including but not limited
      to
      the promotion of savings through the solicitation of deposits from the general
      public, the promotion of home ownership through the origination of mortgage
      loans primarily to finance the purchase, construction or improvement of
      residential real estate and the origination of loans for automobile purchases,
      commercial and personal purposes (“Business”).

     

    B. The
      Bank
      desires to retain, by contract, a qualified individual to serve in an executive
      management position with the Bank (“Management Position”).

     

    C. Employee
      has knowledge and experience to serve in such capacity and the parties wish
      to
      confirm their employment relationship pursuant to the terms and conditions
      of
      this Agreement.

     

    AGREEMENT

     

    NOW,
      THEREFORE, in consideration of the foregoing and the mutual covenants contained
      herein, and other good and valuable consideration, the parties agree as
      follows:

     

    1. Employment.
      The Bank
      hereby employs Employee in a Management Position and Employee hereby accepts
      employment, upon the terms and conditions hereinafter set forth.

     

    2. Term.
      Subject
      to the provisions for termination as provided in paragraphs 10 and 12 hereof,
      the term of this Agreement shall commence on the Effective Date hereof and
      continue for a period of one (1) year from such Effective Date. The term of
      the
      Agreement may not be extended by election of Employee. 

     

    3. Duties.
      During
      the term hereof, Employee shall serve in a Management Position of the Bank
      and
      shall to the best of his efforts manage, direct and administer the operations
      of
      the Bank including, but not limited to, such matters as accounting, operations,
      conversion to a commercial bank, business development, and various other
      functions as assigned from time to time. Employee shall report to the President
      of the Bank. The precise services, duties and authority of Employee may be
      further defined, extended or curtailed from time to time at the discretion
      of
      the President of the Bank; provided, however, that such services, duties and
      authority shall always be consistent with those which are customary for his
      position with the Bank. The Employee shall exercise his duties of employment
      in
      a manner consistent with and in compliance with the requirements of all
      applicable statutes of the United States of America and the State of Indiana
      and
      of the administrative rules and regulations issued thereunder and of the
      procedures, rules and 

     

    


    
      
        
        

      

      
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    regulations
      of the applicable regulatory agencies of the United States of America and the
      State of Indiana. Similarly, Employee shall exercise his supervision and control
      over the employees of the Bank that report to him in such a manner as to
      encourage them to exercise their duties of employment so as to meet the
      standards provided by the previous sentence of this paragraph.

     

    4. Extent
      of Services.
      Employee, subject to the control of the President of the Bank, shall have the
      power and authority commensurate and necessary to his position with the Bank.
      Employee shall devote his entire employable time, attention and best efforts
      to
      the Business of the Bank and shall not, without the consent of the President
      of
      the Bank, which consent shall not be unreasonably withheld, during the term
      of
      this Agreement, be actively engaged in any other business activity, whether
      or
      not such business activity is pursued for gain, profit or other pecuniary
      advantage; but this shall not be construed as preventing Employee from investing
      his personal assets in such form or manner as will not require any services
      on
      the part of Employee in the operation of the affairs of the enterprise in which
      such investments are made. Employee shall be a full-time employee of the Bank
      and shall devote at least forty (40) hours per week (excused absences and
      vacation periods counted as hours worked for this purpose) to the affairs of
      the
      Bank, unless the President of the Bank consents to a shorter
      work
      period. During the term of his employment hereunder, the Employee shall not
      provide any banking or bank-related services or solicit or engage in any banking
      or bank-related business otherwise than on behalf of the Bank or an affiliate
      of
      the Bank.

     

    5. Compensation.
      Employee
      shall be compensated for services rendered hereinunder during the term hereof
      as
      follows:

     

    (a) As
      an
      incentive for Employee to enter into this Agreement for the term hereof, the
      Bank, within sixty (60) days following the execution of this Agreement, shall
      pay Employee, in a lump sum Ten Thousand Dollars ($10,000.00), subject to
      withholding of taxes and other customary amounts.

     

    (b) Employee
      shall receive an annualized base salary of One Hundred Thousand Dollars
      ($100,000.00). Base salary hereunder shall be payable in equal periodic
      installments consistent with Bank’s payroll practices and subject to withholding
      of taxes and other customary amounts.

     

    6. Fringe
      Benefits.

     

    (a)
      Subject to Employee’s payment of the employee portion of the costs of coverage,
      Employee shall be entitled to participate in the employee benefit and welfare
      plans, retirement plans and insurance programs offered by the Bank, or which
      it
      may adopt from time to time, in accordance with the terms and conditions of
      any such plans and programs, for its management or supervisory personnel
      generally. Nothing herein shall be construed so as to prevent the Bank from
      modifying or terminating any employee benefit or welfare plans or programs
      or
      employee fringe benefits it may adopt from time to time.

     

    (b) Employee
      shall be entitled to at least two hundred seventy-six (276) hours of paid time
      off for each year during the term hereof administered in accordance with the
      Bank’s policies.

     

    


    
      
        
        

      

      
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    (c) The
      Bank
      shall reimburse Employee for all reasonable expenses he may incur for promoting
      the Business, including expenses for entertainment, travel, and similar items,
      subject to such limits and conditions as the Bank or Parent may reasonably
      establish. The Bank shall also pay for Employee’s membership in the
      Crawfordsville Country Club during the term of this Agreement.

     

    7. Confidentiality.

     

    (a) The
      Bank
      possesses and will continue to possess information which has been created,
      discovered, developed by or otherwise become known to the Bank (including
      information discovered or made available by subsidiaries, affiliates or joint
      ventures of the Bank or in which property rights have been assigned or otherwise
      conveyed to the Bank) which information (whether in print or electronic format)
      has commercial value to the Bank, including but not limited to trade secrets,
      innovations, processes, computer codes, data, know how, improvements,
      discoveries, developments, techniques, marketing plans, strategies, costs,
      customers, and client lists, or any information Employee has reason to know
      the
      Bank would like to treat as confidential for any purpose, such as maintaining
      a
      competitive advantage or avoiding undesired publicity, whether or not developed
      by Employee (“Confidential Information”). Unless previously authorized in
      writing or instructed in writing by the Bank, Employee will not, at any time,
      disclose to others, or use, or allow anyone else to disclose or use any
      Confidential Information (except as may be necessary in the performance of
      Employee’s employment with the Bank), unless and until and then only to the
      extent that, such Confidential Information has become ascertainable or obtained
      from public or published sources or was available to the Bank on a
      non-confidential basis prior to any disclosure, provided that the source of
      such
      material is or was not bound by any obligation of confidentiality to the
      Bank.

     

    (b) Upon
      termination of employment to the extent he has not already done so, the Employee
      will deliver to the Bank any and all Information and Property (as herein
      defined) then in his possession or subject to his control. For purposes of
      this
      sub-section, the term “Information and Property” means and includes (i) all
      files, records, reports, memoranda and other documents, whether written or
      electronic, that the Employee received, prepared, helped prepare, directed
      the
      preparation of, maintained or kept in connection with his services as a
      director, officer or employee of the Bank or any of its affiliates; (ii) all
      door and file keys, identification cards or badges, credit cards, computer
      hardware, computer software, computer printers, computer access codes and
      similar items issued or made available to the Employee in connection with his
      service as a director, officer or employee of the Bank or any of its affiliates;
      (iii) all documents, whether written or electronic, containing any trade secrets
      (as defined in Indiana Code §24-2-3-2) of the Bank or any of its affiliates; and
      (iv) all documents, whether written or electronic, containing non-public
      information regarding the Bank or any of its affiliates or its customers or
      employees, the use or disclosure of which might be adverse to the 

     

    


    
      
        
        

      

      
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    best
      interests of such entity or its business. The Employee expressly agrees and
      promises that he will not retain any copies, duplicates, reproductions, or
      excerpts of any Information and Property. The Employee acknowledges that this
      obligation is continuing and agrees promptly to deliver to the Bank any
      subsequently discovered Information and Property and any subsequently discovered
      copies, duplicates or reproductions of, or excerpts from, Information and
      Property. In the case of electronic data contained in files residing on the
      Employee’s personally-owned computers, the Employee shall permit access to such
      computers to Bank representatives to delete all such files (including any drives
      or disks associated therewith) that can be located easily and delete all other
      such files (including any drives or disks associated therewith) as and when
      they
      are discovered. Notwithstanding anything else in this subparagraph (i), the
      Employee may retain documents concerning any benefit plans or employment
      policies from which he may be or become entitled to benefits and documents
      concerning his rights under this Agreement.

     

    8. Termination.

     

    (a) The
      Bank
      may terminate this Agreement during the term hereof for just cause upon written
      notice to Employee.

     

    (b) This
      Agreement may also be terminated (i) whenever the Bank and Employee shall
      mutually agree to a termination in writing, (ii) upon the resignation or death
      of Employee, (iii) pursuant to paragraph 10, or (iv) upon expiration of the
      term
      hereof.

     

    (c) Upon
      the
      termination of this Agreement by the Bank for just cause as defined in
      subparagraph (d), or pursuant to paragraph 10, or upon the resignation or death
      of Employee, Employee or his personal representative shall be entitled to
      receive only the compensation accrued but unpaid as of the date of the
      termination hereof and shall not be entitled to any compensation following
      the
      termination date or additional compensation except as expressly provided in
      this
      Agreement.

     

    (d) Just
      cause shall include, but not be limited to:

     

    (i) Employee’s
      misuse or conviction of embezzlement of funds belonging to the Bank, conviction
      of, or plea by Employee of nolo contendre to, any felony or crime involving
      fraud or moral turpitude, or use of alcohol or drugs or other conduct in such
      a
      manner as will injure or adversely effect the Bank or its employees, customers,
      agents, officers or directors;

     

    (ii) Employee’s
      absence from his employment for a period in excess of paid time off as provided
      in paragraph 6(b) for any reasons other than family and medical leave under
      the
      Bank’s policies;

     

    (iii) Employee’s
      absence from employment or inability to perform his duties hereunder as a result
      of physical or mental disability for a period in excess of family and medical
      leave under the Bank’s policies;

     

    (iv) Employee’s
      failure to perform substantially his duties with the Bank, his intentional
      breach of the provisions of this Agreement, his gross negligence or willful
      

     

    


    
      
        
        

      

      
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    malfeasance
      in discharging his obligations hereunder and such acts and their consequences
      are not remedied within ten (10) days (or such longer reasonable period of
      time
      designated by the Bank) after written notice hereof has been given to
      Employee.

     

    9. Non-Competition.
      Employee
      acknowledges that the services he will render to the Bank under this Agreement
      will be of a special and unusual character, with a unique value to the Bank.
      Employee has served in an executive management position with and was a
      shareholder of the banking entity merged into the Bank and has acquired unique
      and invaluable information about and developed relationships with customers
      who
      will continue to use the services of Bank and for which he will continue to
      receive benefit. Employee further acknowledges the scope of the Bank’s Business
      and that any limitations on his post employment activities are necessary to
      protect the Bank’s Business because of its scope. In view of the unique value to
      the Bank of the services of Employee, his prior relationship with the
      predecessor of the Bank, because of the confidential information of the Bank
      obtained by or disclosed to Employee, and as a material inducement to the Bank
      to enter into this Agreement and to provide Employee the compensation and
      benefits stated herein, including the signing bonus, and other good and valuable
      consideration, Employee covenants and agrees that for the period of two (2)
      years following the date of termination of employment with Bank for any reason,
      Employee will not, directly or indirectly, either as a principal, agent,
      manager, partner, director, officer, consultant or shareholder, on his behalf
      or
      on behalf of any other entity:

     

    (a) in
      Montgomery County Indiana, or the counties in the State of Indiana which are
      contiguous to Montgomery Indiana, own, manage, operate, control, be employed
      by,
      participate in, render assistance to or be connected in any manner with the
      ownership, management, representation, operation or control of any entity which
      competes with the Business of the Bank at the time of termination of employment
      with Bank;

     

    (b) solicit,
      entice or encourage any employee of the Bank to leave employment with the Bank
      and to not hire or employ (or cause and/or assist, whether directly or
      indirectly any third party to hire or employ) any such employee;
      and

     

    (c) contact,
      solicit, encourage or induce any customers of the Bank to obtain business and/or
      services from any entity (other than the Bank) which is engaged in any activity
      competitive with the Business of the Bank.

     

    The
      term
“customer” shall mean any person or entity to which the Bank has provided
      services during the one (1) year period prior to the date of termination or
      persons or entities targeted by the Bank or contacted for the purpose of selling
      such goods or services during such one (1) year period.

     

    10. Regulatory
      Provisions.

     

    (a) If
      the
      Employee is suspended and/or temporarily prohibited from participating in the
      conduct of the Bank’s affairs by a notice served under Section 8(e)(3) or (g)(1)
      of the Federal Deposit Insurance Act (12 U.S.C. 1818(e)(3) and (g)(1)), the
      Bank’s obligations under this Agreement shall be suspended as of the date of
      service unless stayed by appropriate proceedings. If the charges in the notice
      are dismissed, the Bank may in its 

     

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    discretion
      (i) pay the Employee all or part of the compensation withheld while its contract
      obligations were suspended, and (ii) reinstate (in whole or in part) any of
      its
      obligations which were suspended.

     

    (b) If
      the
      Employee is removed and/or permanently prohibited from participation in the
      conduct of the Bank’s affairs by an order issued under Section 8(e)(4) or (g)(1)
      of the Federal Deposit Insurance Act (12 U.S.C. 1818(e)(4) or (g)(1)), the
      employment of Employee and all obligations of the Bank under this Agreement
      shall terminate as of the effective date of the order.

     

    (c) If
      the
      Bank is in default (as defined in Section 3(x)(1) of the Federal Deposit
      Insurance Act), the employment of Employee and all obligations of the Bank
      under
      this Agreement shall terminate as of the date of default.

     

    (d) The
      employment of Employee and all obligations of the Bank under this Agreement
      shall be terminated, except to the extent it is determined that continuation
      of
      this Agreement is necessary for the continued operation of the Bank: (i) by
      the
      Director of the Federal Deposit Insurance Corporation (the “Director”) or his or
      her designee, at the time the Federal Deposit Insurance Corporation enters
      into
      an agreement to provide assistance to or on behalf of the Bank under the
      authority contained in Section 13(c) of the Federal Deposit Insurance Act;
      or
      (ii) by the Director or his or her designee at the time the Director or his
      or
      her designee approves a supervisory merger to resolve problems related to
      operation of the Bank or when the Bank is determined by the Director to be
      in an
      unsafe or unsound condition.

     

    11. Remedies.
      Given
      the important nature of the services Employee will provide to the Bank, the
      scope and nature of the Bank’s business and the sensitive nature of the
      information and functions Employee will have with the Bank, Employee
      acknowledges that the limitations contained herein in paragraphs 7
      and 9 are reasonable. In the event of an actual or threatened breach
      by
      Employee of the provisions of paragraphs 7 and 9, the Bank shall be
      entitled to an injunction restraining Employee from such breach in addition
      to
      recovery of monetary damages together with the costs and expenses and reasonable
      attorney’s fees and expenses incurred by Bank in seeking and enforcement such
      provisions in paragraphs 7 and 9. If Employee violates any covenants contained
      in paragraphs 7 and 9, the terms and the covenants violated shall be
      automatically extended to a like period of time from the date on which Employee
      ceases such violation or from the date of entry by a court of competent
      jurisdiction of any order or judgment enforcing such covenant, whichever period
      is later.

     

    12. Tax
      Liability.
      It is
      the intention of Bank and Employee that any and all payments Employee receives
      pursuant to this Agreement are reasonable compensation for services provided
      by
      Employee to Bank during the term hereof, and together with any other payments
      due to Employee from Bank or its successor (“other payments”), shall not
      constitute “excess parachute payments” within the meaning of Sections 280G and
      4999 of the Internal Revenue Code of 1986, as amended. If the Internal Revenue
      Service or the independent accountants acting as auditors for Bank or its
      successor determine that the compensation by itself or together with other
      payments constitute “excess parachute payments, “ the payments hereunder shall
      be reduced to the maximum amount which may be paid without constituting the
      payments as “excess parachute payments.” If, regardless of the aforesaid
      adjustment, the 

     

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    Internal
      Revenue Service determines that the payments constitute “excess parachute
      payments” under Sections 280G and 4999 of the Code, Bank shall assume
      responsibility for the loss of any tax deductions, and Employee shall assume
      responsibility for payment of any income and excise taxes attributable to the
      excess parachute payment.

     

    13. Successors
      and Assigns.
      The Bank
      may assign this Agreement or any part hereof; but Employee shall not assign
      this
      Agreement or any part hereof. This Agreement shall be binding upon and inure
      to
      the benefit of any successor, assign, heir or personal representative of either
      party hereto.

     

    14. Covenants
      and Promises Survive Termination of Employment.
      The
      Employee agrees that the obligations, duties and covenants contained in
      paragraphs 7, 9 and 12 shall survive termination of this Agreement and
      employment.

     

    15. Severability.
      The
      parties agree that each and every paragraph, sentence, clause, term, word and
      provisions of this Agreement is severable and that, in the event any portion
      of
      this Agreement is adjudged to be invalid or unenforceable, the remaining
      portions thereof shall remain in full force and effect to the fullest extent
      permitted by law. If any part of paragraph 9 of this Agreement is for
      any
      reason excessively broad as to time duration or geographic scope, activity
      or
      subject, it will be construed by a court by limiting or reducing it so as to
      be
      enforceable to the extent compatible with applicable law as it then
      exists.

     

    16. Miscellaneous.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed to be an original, and all of such together shall constitute one and
      the
      same instrument. The section headings contained in this Agreement are for
      reference purposes only and shall not affect in any way the meaning or
      interpretation of this Agreement.

     

    17. Governing
      Law.
      This
      Agreement shall be interpreted in accordance with and be governed exclusively
      by
      the laws of the State of Indiana. The parties expressly agree that any and
      all
      actions concerning any dispute arising from this Agreement shall be filed and
      maintained only in a state court of competent jurisdiction sitting in the Marion
      County State of Indiana or the federal U.S. District Court, Southern District
      of
      Indiana and each party consents to such jurisdiction.

     

    18. Waiver.
      No
      waiver by the Bank, of any breach hereunder by the Employee shall be deemed
      or
      construed as a waiver of any other breach or of any subsequent breach. The
      Employee acknowledges that the Bank for business reasons or otherwise, may
      waive
      a breach by another individual of provisions similar to the provisions agreed
      to
      by the Employee in this Agreement. The Employee acknowledges that no waiver
      by
      the Bank, of any other individuals’ breach of provisions similar to the
      provisions in this Agreement shall be construed as a waiver of any breach by
      the
      Employee of this Agreement.

     

    19. Notices.
      All
      notices required to be given under the terms of this Agreement shall be in
      writing and shall be deemed to be given when delivered personally or sent by
      registered or certified mail, facsimile transmission, or electronic mail to
      the
      last known residence address Employee has on file with the Bank, or in case
      of
      Bank, to the business address of the Bank.

     

    20. Entire
      Agreement.
      This
      Agreement constitutes the complete agreement between 

     

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    the
      parties with regard to the subject matter addressed herein, shall supersede
      any
      and all previous agreements and/or commitments, whether oral or written, between
      the parties and shall not be amended or modified absent an agreement signed
      by
      both parties. The parties further agree that no verbal or other statements,
      discussions, or impressions, other than those provisions contained in this
      Agreement, have been relied upon by either party in executing this
      Agreement.

     

    IN
      WITNESS WHEREOF, the parties have signed, or caused a duly authorized agent
      thereof to sign, this Agreement on their behalf and thereby acknowledge their
      intent to be bound by its terms and conditions.

     

    
      	 	 	 	
              MainSource
                Bank-Crawfordsville

               

            
	 	 	 	 	 
	
              By:

            	 	 	
              By:

            	 
	 	
              J.
                Lee Walden

            	 	
              Name:

            	 
	 	 	 	
              Title:

            	 
	 	 	 	 	 
	
              Date:

            	 	 	
              Date:

            	 
	 	 	 	 	 
	 	
              “Employee”

               

            	 	 	
              “Bank”

               

            


    

    


     

    
      
        
          	 	 	 	
                  MainSource
                    Financial Group, Inc.

                
	 	 	 	 	 
	 	 	 	 	 
	
                   

                	 	 	
                  By:

                	 
	 	
                   

                	 	
                   

                	 James
                  L. Saner, Sr., President
	 	 	 	 	 
	
                   

                	 	 	
                  Date:

                	 
	 	 	 	 	 
	 	
                   

                	 	 	
                  “Parent”

                


        

        


         

      

    

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


    Exhibit
      8.01(l)

    


    [B&T
      Letterhead]

     

     

    _________________

     

    MainSource
      Financial Group, Inc.

    201
      North
      Broadway 

    Greensburg,
      IN 47240

    


    
      	 	
              Re:

            	
              Merger
                of Union Community Bancorp with and into MainSource Financial Group,
                Inc.

            


    

     

    Gentlemen:

     

    We
      have
      acted as counsel to Union Community Bancorp, an Indiana corporation (“UCBC”),
      and Union Federal Savings and Loan Association, a federal savings association
      and wholly-owned subsidiary of UCBC (“Union Federal”, and together with UCBC,
      the “UCBC Entities”) in connection with the preparation, execution, and delivery
      of that certain Agreement and Plan of Merger dated ________________ (the “Merger
      Agreement”), by and between MainSource Financial Group, Inc., an Indiana
      corporation (“MainSource”), UCBC and Union Federal, pursuant to which UCBC will
      be merged with and into MainSource effective as of __________________ (the
      “Effective Date”), and pursuant to which Union Federal will be merged with and
      into MSBC effective as of the Effective Date.  We have been asked to
      furnish this opinion to you on behalf of UCBC in connection with the Merger
      Agreement and pursuant to Section 8.01(l) of the Merger Agreement.

     

    Unless
      separately defined herein, the capitalized words and phrases used herein shall
      have the meanings ascribed to them in the Merger Agreement.

     

    In
      connection with the foregoing, we have been provided with and have reviewed
      originals or copies, certified or otherwise identified to our satisfaction,
      of
      the following documents:

     

    
      	 	
              A.

            	
              The
                Merger Agreement.

            


    

     

    
      	 	
              B.

            	
              The
                Articles of Merger, with related Plan of Merger, respecting the merger
                of
                UCBC with and into MainSource.

            


    

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


     

    
      	 	
              C.

            	
              The
                Articles of Merger respecting the merger of Union Federal with and
                into
                MainSource Bank-Crawfordsville
                (“MSBC”).

            


    

     

    
      	 	
              D.

            	
              The
                Agreement and Plan of Merger between Union Federal and MSBC dated
                _______________.

            


    

     

    
      	 	
              E.

            	
              The
                Employment Agreements between MSBC and each of Alan L. Grimble and
                J. Lee
                Walden.

            


    

     

    
      	 	
              F.

            	
              The
                Articles of Incorporation and By-laws of UCBC and all amendments
                thereto.

            


    

     

    
      	 	
              G.

            	
              The
                Charter and Bylaws of Union Federal and all amendments thereto (together
                with the Articles of Incorporation and By-laws of UCBC, the “UCBC Entities
                Organizational Documents”).

            


    

     

    
      	 	
              H.

            	
              A
                Certificate of Existence from the Office of the Indiana Secretary
                of State
                for UCBC dated ___________.

            


    

     

    
      	 	
              I.

            	
              A
                Certificate of Good Standing respecting Union Federal issued by the
                Office
                of Thrift Supervision.

            


    

     

    
      	 	
              J.

            	
              Resolutions
                adopted by the Board of Directors of each of UCBC and Union Federal,
                shareholders of UCBC and by the sole shareholder of Union Federal,
                each
                authorizing the transactions contemplated by the Merger
                Agreement.

            


    

     

    
      	 	
              K.

            	
              Such
                other documents and instruments as we have deemed necessary or appropriate
                for the purposes of rendering the opinions set forth
                herein.

            


    

     

    The
      documents referred to in Paragraphs A through D above are sometimes
      referred to collectively herein as the “Transaction Documents.”

     

    For
      purposes of this opinion, we have examined the above documents and have made
      such examination of Indiana law and the laws of the United States as we have
      deemed necessary and appropriate.  We have relied upon the above documents
      as to matters of fact.  We have not independently checked or verified
      the
      accuracy or completeness of the information set forth or certified in such
      documents.

     

    In
      connection with this opinion, we advise you that we have not made any special
      examination of and are not expressing any opinion regarding the affairs or
      financial condition of the UCBC Entities except as otherwise expressly stated
      herein.

     

    Except
      as
      otherwise expressly stated herein, this opinion should in no way be construed
      as
      passing upon the accuracy or completeness of any of the representations or
      warranties which may be or have been made to you in connection with the
      Transaction Documents or any other instrument and agreement contemplated by
      the
      Transaction Documents or on any other matters, legal or otherwise, not
      specifically covered herein. In examining the above listed items, we have
      assumed with respect to all documents examined 

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    by
      us the
      genuineness of all signatures, the authenticity of all documents submitted
      to us
      as originals, and the conformity to the originals of all documents submitted
      to
      us as certified, conformed, photostatic or telefacsimile copies.  In
      addition, in making our examination of the documents described herein which
      have
      been executed by parties other than directors and officers of the UCBC Entities,
      we have assumed that all such other parties had the power to enter into and
      perform all obligations thereunder, that all such other parties were duly
      authorized by all requisite action to execute, deliver and perform their
      respective obligations thereunder, that all signatories on all such documents
      were duly qualified and incumbent parties with the proper authority to execute
      all such documents, and the due execution and delivery of all such documents
      and
      the validity and binding effect of all such documents on such other
      parties.

     

    As
      to
      certain facts material to our opinion which we did not independently establish
      or verify, we have been furnished with, and have relied upon (i) certificates
      of
      officers and other representatives of the UCBC Entities delivered to us in
      connection with this opinion (the “Officer’s Certificates”), and (ii) the
      representations and warranties of UCBC set forth in the Merger Agreement. 
      With respect to matters relating to the organization and existence of UCBC
      addressed in the first paragraph below, we have obtained and relied upon a
      Certificate of Existence from the Office of the Indiana Secretary of State
      for
      UCBC, and with respect to matters relating to the organization and existence
      of
      Union Federal addressed in the second paragraph below, we have obtained and
      relied upon a Certificate of Good Standing issued by the Office of Thrift
      Supervision.  Other than as specifically set forth herein, it is understood
      that we have not undertaken any independent investigation to determine the
      existence or absence of such facts.

     

    As
      used
      herein, “to our knowledge” or words or phrases of similar import shall mean (i)
      we have relied, without any independent investigation or inquiry, solely upon
      the Officer’s Certificates, and (ii) during the course of our representation of
      the UCBC Entities, no information that would give us current actual knowledge
      of
      the inaccuracy of such statement has come within the conscious awareness of
      lawyers in our office who are actively involved in negotiating the Transaction
      Documents or preparing documents in furtherance of the transaction which is
      the
      subject of the Transaction Documents.  Information shall not be deemed
      to
      be within our knowledge if such information might have been revealed if there
      had been undertaken a canvass of all lawyers within this firm or a general
      search of the firm’s files.

     

    We
      are
      qualified to practice law in the State of Indiana and for purposes of this
      letter and this transaction, we do not purport to be experts on, or to express
      an opinion herein concerning, the laws of any jurisdiction other than the State
      of Indiana and the laws of the United States of general application to
      transactions in the State of Indiana.  For purposes of rendering this
      opinion, we have assumed that all matters of law relevant to the Transaction
      Documents and the transactions contemplated thereby will be governed by the
      laws
      of the State of Indiana and the federal laws of the United States. 
      We
      express no opinion as to state or federal securities or tax laws.

     

    For
      purposes of this opinion, we also have assumed the following:  (i) the
      legal capacity of natural persons; (ii) that MainSource and MSBC are duly
      organized and validly 

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    existing;
      (iii) that the conduct of all of the parties to the Transaction Documents and
      the other instruments and agreements contemplated by the Transaction Documents
      has complied with any requirement of good faith, fair dealing, and
      conscionability; (iv) that there has been no mutual mistake of fact or
      misunderstanding, fraud, duress, or undue influence; and (v) that the execution,
      delivery, and performance of the Transaction Documents and the other instruments
      and agreements contemplated by the Transaction Documents will not violate,
      contravene, conflict with or result in a breach of (A) any statute, rule,
      regulation, ordinance or other law of any jurisdiction other than the State
      of
      Indiana or the federal government of the United States, or (B) any license,
      judgment, order, writ, injunction or decree of any court, arbitrator or
      governmental agency or body or any indenture agreement or instrument to which
      either of the UCBC Entities is a party or by which either of the UCBC Entities
      or its properties are bound, the existence of which is not known to
      us.

     

    Based
      solely on the foregoing examination, and subject to and relying on the
      assumptions and other matters referred to above and subject to the limitations
      and qualifications contained herein, we are of the opinion that:

     

    
      	
              1.

            	
              UCBC
                is a corporation duly organized and validly existing under the laws
                of the
                State of Indiana and has all requisite corporate power and authority
                (including all licenses, franchises, permits and other governmental
                authorizations which are legally required) to engage in the business
                and
                activities now conducted by it.

            


    

     

    
      	
              2.

            	
              Union
                Federal is a federal savings association duly organized and validly
                existing under the laws of the United States, and has full power
                and
                authority (including all licenses, franchises, permits and other
                governmental authorizations which are legally required) to engage
                in the
                business activities now conducted by
                it.

            


    

     

    
      	
              3.

            	
              Each
                of the UCBC Entities has full right, legal power, and authority to
                execute
                and deliver the Transaction Documents to which it is a party, to
                perform
                its obligations under the Transaction Documents, and to consummate
                the
                transactions contemplated thereby and to be consummated thereby. 
                The
                Transaction Documents and the transactions contemplated thereby have
                been
                duly authorized by each of the UCBC Entities, as applicable and as
                necessary.  The Transaction Documents to which they are party
                have
                been duly executed and delivered by the UCBC Entities, respectively,
                and
                constitute valid and binding agreements of the UCBC Entities, enforceable
                against the UCBC Entities in accordance with their
                terms.

            


    

     

    
      	
              4.

            	
              The
                execution, delivery, and performance of the Transaction Documents
                by the
                UCBC Entities and the consummation by the UCBC Entities of the
                transactions therein contemplated will not, directly or indirectly,
                (i)
                violate, conflict with or result in the breach of any provision of
                the
                UCBC Entities Organizational Documents or (ii) violate any law, rule
                or
                regulation applicable to, or, to our knowledge, any judgment, order,
                or
                decree which is binding upon, the UCBC
                Entities.

            


    

     

    


     

    The
      opinions expressed above are subject to the following
      qualifications:

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


     

    
      	 	
              A.

            	
              Our
                opinions with respect to the legality, validity, binding effect,
                and
                enforceability of any document or agreement referenced above and
                any
                rights granted to MainSource or MSBC pursuant to any such document
                or
                agreement are subject to the effect of any applicable state and/or
                federal
                bankruptcy, insolvency, readjustment of debt, receivership, fraudulent
                conveyance and equitable subordination, reorganization, moratorium,
                equity
                of redemption, or similar laws now or hereafter in effect governing
                or
                affecting debtors’ and creditors’ rights or remedies generally and to the
                effect of general principles of equity and matters of public policy
                (regardless of whether considered in a proceeding in equity or at
                law),
                including (without limitation) concepts of materiality, reasonableness,
                good faith, and fair dealing.  Without limiting the generality
                of the
                foregoing exceptions, we express no opinion with respect to the
                availability of the remedies of specific performance, injunctive
                relief or
                of any other equitable remedy.

            


    

     

    
      	 	
              B.

            	
              We
                have assumed that the execution, delivery, and performance of the
                Transaction Documents by MainSource and MSBC do not and will not
                contravene, conflict with, violate or result in breach of (i) any
                law,
                statute or ordinance of any jurisdiction applicable solely to MainSource
                and MSBC and not to the UCBC Entities, (ii) any provision of the
                constituent documents of MainSource or MSBC, or (iii) any approvals,
                consents, licenses, orders, writs, judgments, injunctions or decrees
                of
                any court, arbitrator, administrative agency or other governmental
                authority, or any indenture, mortgage, deed of trust, agreement,
                lease or
                other instrument to which MainSource or MSBC are
                parties.

            


    

     

    
      	 	
              C.

            	
              We
                express no opinion that the structure of the transaction or the
                performance of the Transaction Documents is or is not in compliance
                with
                professional accounting statutes (state or federal), and all rules,
                regulations, interpretations, statements, ethical codes, professional
                standards, and licensing requirements relating to accountancy, whether
                promulgated by any agency of the State of Indiana or any local or
                national
                accounting organization or
                association.

            


    

     

    
      	 	
              D.

            	
              We
                wish to advise you that, under Indiana law, contractual indemnification
                and hold harmless provisions may not be enforceable to the extent
                the
                contract does not clearly and unequivocally specify that the indemnity
                or
                exculpation covers claims, losses, expenses or other liabilities
                arising
                or alleged to arise, in whole or in part, from the negligence, strict
                liability or other acts or omissions of the indemnified party. 
                Moreover, indemnification (and presumably exculpation) clauses generally
                are strictly construed and the terms must be set forth clearly and
                unequivocally.  Further, indemnification or exculpation as
                against
                certain claims, losses, expenses or other liabilities arising as
                the
                result of the indemnified party’s violation of federal or state statutes,
                or the indemnified party’s own tort liability when performing a public or
                quasi-public duty, or other acts or omissions, may be considered
                contrary
                to the public policy and, therefore, invalid and/or
                unenforceable.

            


    

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


     

    
      	 	
              E.

            	
              We
                express no opinion as to the enforceability of provisions of the
                Transaction Documents relating to (i) consents or waivers as to
                jurisdiction, (ii) consents or waivers of service of process, (iii)
                the
                validity or enforceability of any purported waiver or purported consent
                relating to any rights of the UCBC Entities or duties owed thereto,
                existing as a matter of law, (iv) self-help provisions, and (v) waiver
                of
                Constitutional rights.

            


    

     

    
      	 	
              F.

            	
              We
                express no opinion as to any provisions in the Transaction Documents
                insofar as they purport to provide that any party (i) may have rights
                to
                the payment or reimbursement of attorneys’ fees and litigation expenses,
                except to the extent that a court determines that such fees are reasonable
                and such provision is enforceable, (ii) may have rights to the payment
                of
                any sum of liquidated damages, or (iii) waives any right or
                defense.

            


    

     

    
      	 	
              G.

            	
              This
                opinion is limited to matters expressly stated herein and no opinion
                is
                inferred or may be implied beyond the matters expressly stated. 
                This
                opinion does not constitute a guarantee of, or security for, the
                obligations created pursuant to the Transaction Documents or any
                of the
                other matters referred to or opined upon herein, and by rendering
                this
                opinion, we are not guaranteeing or insuring payment or performance
                of
                said transaction.

            


    

     

    
      	 	
              H.

            	
              This
                opinion is based on and relies upon the current facts and the current
                status of the law, and is subject in all respects to, and may be
                limited
                by, after the date hereof, changes in the facts, further rules,
                regulations and legislation, as well as developing caselaw. 
                We
                assume no obligation to notify any person of changes in facts or
                law
                occurring or coming to our attention after the delivery of this opinion
                letter, whether or not deemed
                material.

            


    

     

    
      	 	
              I.

            	
              The
                opinions expressed herein represent our reasonable judgment as to
                certain
                matters of law based upon the facts presented or assumed and should
                not be
                considered or construed as a guarantee.  Actions and reliance
                hereon
                are subject to the final business judgment of the parties acting
                in
                reliance.

            


    

     

    This
      letter is solely for your information in connection with the transaction
      specified in the first paragraph of this letter and may be relied upon only
      by
      you in connection with such transaction.  This letter may not be quoted
      in
      whole or in part by any entity, nor is it to be filed with any governmental
      agency or any other person or institution without the prior written consent
      of
      this firm.

     

    Sincerely,

    


    


    BARNES
      & THORNBURG LLP

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Exhibit
      8.02(l)

     

    


    


    [BM&E
      Letterhead]

     

     

    _________________

     

    Union
      Community Bancorp

    221
      East
      Main Street

    Crawfordsville,
      IN 47933

     

    
      	 	
              Re:

            	
              Merger
                of Union Community Bancorp with and into MainSource Financial Group,
                Inc.

            


    

     

    Gentlemen:

     

    We
      have
      acted as counsel to MainSource Financial Group, Inc., an Indiana corporation
      (“MainSource”), and MainSource Bank - Crawfordsville, an Indiana commercial bank
      and wholly-owned subsidiary of MainSource (“MSBC”, and together with MainSource,
      the “MainSource Entities”) in connection with the preparation, execution, and
      delivery of that certain Agreement and Plan of Merger dated ________________
      (the “Merger Agreement”), by and between MainSource, Union Community Bancorp, an
      Indiana corporation (“UCBC”), and Union Federal Savings and Loan Association, a
      federal savings association (“Union Federal”), pursuant to which UCBC will be
      merged with and into MainSource effective as of __________________ (the
“Effective Date”), and pursuant to which Union Federal will be merged with and
      into MSBC effective as of the Effective Date.  We have been asked to
      furnish this opinion to you on behalf of MainSource in connection with the
      Merger Agreement and pursuant to Section 8.02(l) of the Merger
      Agreement.

     

    Unless
      separately defined herein, the capitalized words and phrases used herein shall
      have the meanings ascribed to them in the Merger Agreement.

     

    In
      connection with the foregoing, we have been provided with and have reviewed
      originals or copies, certified or otherwise identified to our satisfaction,
      of
      the following documents:

     

    
      	 	
              A.

            	
              The
                Merger Agreement.

            


    

     

    
      	 	
              B.

            	
              The
                Articles of Merger, with related Plan of Merger, respecting the merger
                of
                UCBC with and into MainSource.

            


    

     

    
      	 	
              C.

            	
              The
                Articles of Merger respecting the merger of Union Federal with and
                into
                MSBC.

            


    

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


     

    
      	 	
              D.

            	
              The
                Merger Agreement for the Subsidiary Merger between Union Federal
                and MSBC
                dated _______________.

            


    

     

    
      	 	
              E.

            	
              The
                Employment Agreements between MSBC and each of Alan L. Grimble and
                J. Lee
                Walden.

            


    

     

    
      	 	
              F.

            	
              The
                Articles of Incorporation and By-laws of MainSource and all amendments
                thereto.

            


    

     

    
      	 	
              G.

            	
              The
                Articles of Incorporation and Bylaws of MSBC and all amendments thereto
                (together with the Articles of Incorporation and By-laws of MainSource,
                the “MainSource Entities Organizational
                Documents”).

            


    

     

    
      	 	
              H.

            	
              A
                Certificate of Existence from the Office of the Indiana Secretary
                of State
                for MainSource dated ___________.

            


    

     

    
      	 	
              I.

            	
              A
                Certificate of Existence respecting MSBC  issued by the Indiana
                Department of Financial Institutions and the Indiana Secretary of
                State.

            


    

     

    
      	 	
              J.

            	
              Resolutions
                adopted by the Board of Directors of MainSource and MSBC, and by
                the sole
                shareholder of MSBC, each authorizing the transactions contemplated
                by the
                Merger Agreement.

            


    

     

    
      	 	
              K.

            	
              Such
                other documents and instruments as we have deemed necessary or appropriate
                for the purposes of rendering the opinions set forth
                herein.

            


    

     

    The
      documents referred to in Paragraphs A through D above are sometimes
      referred to collectively herein as the “Transaction Documents.”

     

    For
      purposes of this opinion, we have examined the above documents and have made
      such examination of Indiana law and the laws of the United States as we have
      deemed necessary and appropriate.  We have relied upon the above documents
      as to matters of fact.  We have not independently checked or verified
      the
      accuracy or completeness of the information set forth or certified in such
      documents.

     

    In
      connection with this opinion, we advise you that we have not made any special
      examination of and are not expressing any opinion regarding the affairs or
      financial condition of the MainSource Entities except as otherwise expressly
      stated herein.

     

    Except
      as
      otherwise expressly stated herein, this opinion should in no way be construed
      as
      passing upon the accuracy or completeness of any of the representations or
      warranties which may be or have been made to you in connection with the
      Transaction Documents or any other instrument and agreement contemplated by
      the
      Transaction Documents or on any other matters, legal or otherwise, not
      specifically covered herein.  In examining the above listed items, we
      have
      assumed with respect to all documents examined by us the genuineness of all
      signatures, the authenticity of all documents submitted to us as originals,
      and
      the conformity to the originals of all documents submitted to us as certified,
      conformed, photostatic or telefacsimile copies.  In addition, in making
      our
      examination of the documents described herein which have been executed by
      parties other than directors and officers of the MainSource Entities, we have
      assumed that all such other parties had the power 

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    to
      enter
      into and perform all obligations thereunder, that all such other parties were
      duly authorized by all requisite action to execute, deliver and perform their
      respective obligations thereunder, that all signatories on all such documents
      were duly qualified and incumbent parties with the proper authority to execute
      all such documents, and the due execution and delivery of all such documents
      and
      the validity and binding effect of all such documents on such other
      parties.

     

    As
      to
      certain facts material to our opinion which we did not independently establish
      or verify, we have been furnished with, and have relied upon (i) certificates
      of
      officers and other representatives of the MainSource Entities delivered to
      us in
      connection with this opinion (the “Officer’s Certificates”), and (ii) the
      representations and warranties of MainSource set forth in the Merger
      Agreement.  With respect to matters relating to the organization and
      existence of MainSource addressed in the first paragraph below, we have obtained
      and relied upon a Certificate of Existence from the Office of the Indiana
      Secretary of State for MainSource, and with respect to matters relating to
      the
      organization and existence of MSBC addressed in the second paragraph below,
      we
      have obtained and relied upon Certificates of Existence respecting MSBC issued
      by the Indiana Department of Financial Institutions and the Indiana Secretary
      of
      State.  Other than as specifically set forth herein, it is understood
      that
      we have not undertaken any independent investigation to determine the existence
      or absence of such facts.

     

    As
      used
      herein, “to our knowledge” or words or phrases of similar import shall mean (i)
      we have relied, without any independent investigation or inquiry, solely upon
      the Officer’s Certificates, and (ii) during the course of our representation of
      the MainSource Entities, no information that would give us current actual
      knowledge of the inaccuracy of such statement has come within the conscious
      awareness of lawyers in our office who are actively involved in negotiating
      the
      Transaction Documents or preparing documents in furtherance of the transaction
      which is the subject of the Transaction Documents.  Information shall
      not
      be deemed to be within our knowledge if such information might have been
      revealed if there had been undertaken a canvass of all lawyers within this
      Firm
      or a general search of the Firm’s files.

     

    We
      are
      qualified to practice law only in the State of Indiana and we do not purport
      to
      be experts on, or to express an opinion herein concerning, the laws of any
      jurisdiction other than the State of Indiana and the laws of the United States
      of general application to transactions in the State of Indiana.  For
      purposes of rendering this opinion, we have assumed that all matters of law
      relevant to the Transaction Documents and the transactions contemplated thereby
      will be governed by the laws of the State of Indiana and the federal laws of
      the
      United States.  We express no opinion as to state or federal securities
      or
      tax laws.

     

    For
      purposes of this opinion, we also have assumed the following:  (i) the
      legal capacity of natural persons; (ii) that UCBC and Union Federal are duly
      organized and validly existing; (iii) that the conduct of all of the parties
      to
      the Transaction Documents and the other instruments and agreements contemplated
      by the Transaction Documents has complied with any requirement of good faith,
      fair dealing, and conscionability; (iv) that there has been no mutual mistake
      of
      fact or misunderstanding, fraud, duress, or undue influence; and (v) that the
      execution, delivery, and performance of the Transaction Documents and the other
      instruments and agreements contemplated by the Transaction Documents will not
      violate, contravene, conflict with or result in a breach of (A) any statute,
      rule, regulation, ordinance or other law of 

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    any
      jurisdiction other than the State of Indiana or the federal government of the
      United States, or (B) any license, judgment, order, writ, injunction or decree
      of any court, arbitrator or governmental agency or body or any indenture
      agreement or instrument to which either of the MainSource Entities is a party
      or
      by which either of the MainSource Entities or its properties are bound, the
      existence of which is not known to us.

     

    Based
      solely on the foregoing examination, and subject to and relying on the
      assumptions and other matters referred to above and subject to the limitations
      and qualifications contained herein, we are of the opinion that:

     

    
      	
              1.

            	
              MainSource
                is a corporation duly organized and validly existing under the laws
                of the
                State of Indiana and has all requisite corporate power and authority
                (including all licenses, franchises, permits and other governmental
                authorizations which are legally required) to engage in the business
                and
                activities now conducted by it.

            


    

     

    
      	
              2.

            	
              MSBC
                is a commercial banking association duly organized and validly existing
                under the laws of the State of Indiana, and has full power and authority
                (including all licenses, franchises, permits and other governmental
                authorizations which are legally required) to engage in the business
                activities now conducted by it.

            


    

     

    
      	
              3.

            	
              Each
                of the MainSource Entities has full right, legal power, and authority
                to
                execute and deliver the Transaction Documents to which it is a party,
                to
                perform its obligations under the Transaction Documents, and to consummate
                the transactions contemplated thereby and to be consummated thereby. 
                The Transaction Documents and the transactions contemplated thereby
                have
                been duly authorized by each of the MainSource Entities, as applicable
                and
                as necessary.  The Transaction Documents to which they are
                party have
                been duly executed and delivered by the MainSource Entities, respectively,
                and constitute valid and binding agreements of the MainSource Entities,
                enforceable against the MainSource Entities in accordance with their
                terms.

            


    

     

    
      	
              4.

            	
              The
                execution, delivery, and performance of the Transaction Documents
                by the
                MainSource Entities and the consummation by the MainSource Entities
                of the
                transactions therein contemplated will not, directly or indirectly,
                (i)
                violate, conflict with or result in the breach of any provision of
                the
                MainSource Entities Organizational Documents or (ii) violate any
                law, rule
                or regulation applicable to, or, to our knowledge, any judgment,
                order, or
                decree which is binding upon, the MainSource
                Entities.

            


    

     

    


     

    The
      opinions expressed above are subject to the following
      qualifications:

     

    
      	 	
              A.

            	
              Our
                opinions with respect to the legality, validity, binding effect,
                and
                enforceability of any document or agreement referenced above and
                any
                rights granted to UCBC or Union Federal pursuant to any such document
                or
                agreement are subject to the effect of any applicable state and/or
                federal
                bankruptcy, insolvency, readjustment of debt, receivership, fraudulent
                conveyance and equitable subordination, reorganization, moratorium,
                equity
                of redemption, or similar laws now or hereafter in effect governing
                or
                affecting debtors’ and creditors’ rights or remedies generally and to the
                effect of general 

            


    

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    principles
      of equity and matters of public policy (regardless of whether considered in
      a
      proceeding in equity or at law), including (without limitation) concepts of
      materiality, reasonableness, good faith, and fair dealing. Without limiting
      the
      generality of the foregoing exceptions, we express no opinion with respect
      to
      the availability of the remedies of specific performance, injunctive relief
      or
      of any other equitable remedy.

     

    
      	 	
              B.

            	
              We
                have assumed that the execution, delivery, and performance of the
                Transaction Documents by UCBC and Union Federal do not and will not
                contravene, conflict with, violate or result in breach of (i) any
                law,
                statute or ordinance of any jurisdiction applicable solely to UCBC
                and
                Union Federal and not to the MainSource Entities, (ii) any provision
                of
                the constituent documents of UCBC or Union Federal, or (iii) any
                approvals, consents, licenses, orders, writs, judgments, injunctions
                or
                decrees of any court, arbitrator, administrative agency or other
                governmental authority, or any indenture, mortgage, deed of trust,
                agreement, lease or other instrument to which UCBC or Union Federal
                are
                parties.

            


    

     

    
      	 	
              C.

            	
              We
                express no opinion that the structure of the transaction or the
                performance of the Transaction Documents is or is not in compliance
                with
                professional accounting statutes (state or federal), and all rules,
                regulations, interpretations, statements, ethical codes, professional
                standards, and licensing requirements relating to accountancy, whether
                promulgated by any agency of the State of Indiana or any local or
                national
                accounting organization or
                association.

            


    

     

    
      	 	
              D.

            	
              We
                wish to advise you that, under Indiana law, contractual indemnification
                and hold harmless provisions may not be enforceable to the extent
                the
                contract does not clearly and unequivocally specify that the indemnity
                or
                exculpation covers claims, losses, expenses or other liabilities
                arising
                or alleged to arise, in whole or in part, from the negligence, strict
                liability or other acts or omissions of the indemnified party. 
                Moreover, indemnification (and presumably exculpation) clauses generally
                are strictly construed and the terms must be set forth clearly and
                unequivocally.  Further, indemnification or exculpation as
                against
                certain claims, losses, expenses or other liabilities arising as
                the
                result of the indemnified party’s violation of federal or state statutes,
                or the indemnified party’s own tort liability when performing a public or
                quasi-public duty, or other acts or omissions, may be considered
                contrary
                to the public policy and, therefore, invalid and/or
                unenforceable.

            


    

     

    
      	 	
              E.

            	
              We
                express no opinion as to the enforceability of provisions of the
                Transaction Documents relating to (i) consents or waivers as to
                jurisdiction, (ii) consents or waivers of service of process, (iii)
                the
                validity or enforceability of any purported waiver or purported consent
                relating to any rights of the MainSource Entities or duties owed
                thereto,
                existing as a matter of law, (iv) self-help provisions, and (v) waiver
                of
                Constitutional rights.

            


    

     

    
      	 	
              F.

            	
              We
                express no opinion as to any provisions in the Transaction Documents
                insofar as they purport to provide that any party (i) may have rights
                to
                the payment or reimbursement of attorneys’ fees and litigation expenses,
                except to 

            


    

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    the
      extent that a court determines that such fees are reasonable and such provision
      is enforceable, (ii) may have rights to the payment of any sum of liquidated
      damages, or (iii) waives any right or defense.

     

    
      	 	
              G.

            	
              This
                opinion is limited to matters expressly stated herein and no opinion
                is
                inferred or may be implied beyond the matters expressly stated. 
                This
                opinion does not constitute a guarantee of, or security for, the
                obligations created pursuant to the Transaction Documents or any
                of the
                other matters referred to or opined upon herein, and by rendering
                this
                opinion, we are not guaranteeing or insuring payment or performance
                of
                said transaction.

            


    

     

    
      	 	
              H.

            	
              This
                opinion is based on and relies upon the current facts and the current
                status of the law, and is subject in all respects to, and may be
                limited
                by, after the date hereof, changes in the facts, further rules,
                regulations and legislation, as well as developing caselaw. 
                We
                assume no obligation to notify any person of changes in facts or
                law
                occurring or coming to our attention after the delivery of this opinion
                letter, whether or not deemed
                material.

            


    

     

    
      	 	
              I.

            	
              The
                opinions expressed herein represent our reasonable judgment as to
                certain
                matters of law based upon the facts presented or assumed and should
                not be
                considered or construed as a guarantee.  Actions and reliance
                hereon
                are subject to the final business judgment of the parties acting
                in
                reliance.

            


    

     

    This
      letter is solely for your information in connection with the transaction
      specified in the first paragraph of this letter and may be relied upon only
      by
      you in connection with such transaction.  This letter may not be quoted
      in
      whole or in part by any entity, nor is it to be filed with any governmental
      agency or any other person or institution without the prior written consent
      of
      this firm.

     

    Sincerely,

    


    


    BOSE
      MCKINNEY & EVANS LLP