Exhibit 4.15


 


TRUST
AGREEMENT, dated as of February 13, 2009, among MainSource Financial Group
Inc., an Indiana holding corporation, as sponsor (the “Sponsor”), and
Wilmington Trust Company, a Delaware banking corporation, as trustee (the “Trustee”).  The Sponsor and the Trustee hereby agree as
follows:


 


1.                                       The
trust created hereby shall be known as “MainSource Capital Statutory Trust I,”
in which name the Trustee, or the Sponsor to the extent provided herein, may
conduct the business of the Trust, make and execute contracts on behalf of the
Trust, and sue and be sued.


 


2.                                       The
Sponsor hereby assigns, transfers, conveys and sets over to the Trustee the sum
of $1.  The Trustee hereby acknowledges
receipt of such amount in trust from the Sponsor, which amount shall constitute
the initial trust estate.  The Trustee
hereby declares that it will hold the trust estate in trust for the
Sponsor.  It is the intention of the
parties hereto that the Trust created hereby constitute a statutory trust under
Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code § 3801 et
seq. (the “Statutory Trust Act”), and that this document constitute the
governing instrument of the Trust.  The
Trustee is hereby authorized and directed to (i) execute and file a
certificate of trust in the office of the Secretary of State of the State of
Delaware in the form attached hereto as Exhibit A and (ii) obtain a
tax identification number for the Trust consistent with the characterization of
the Trust as a grantor trust for federal income tax purposes.  The Trust is hereby established by the
Sponsor and the Trustee for the purpose of (i) issuing trust capital securities
(“Capital Securities”) representing undivided beneficial interests in the
assets of the Trust in exchange for cash and investing the proceeds thereof in
debentures of the Sponsor, (ii) issuing and selling common securities (“Common
Securities” and, together with the Capital Securities, “Trust Securities”)
representing undivided beneficial interests in the assets of the Trust to the Sponsor
in exchange for cash and investing the proceeds thereof in additional
debentures of the Sponsor and (iii) engaging in such other activities as
are necessary, convenient or incidental thereto.


 


3.                                       Concurrent
with the first issuance of any Trust Securities by the Trust, the Sponsor and
the Trustee intends to enter into an amended and restated Trust Agreement,
satisfactory to each such party, to provide for the contemplated operation of
the Trust created hereby and the issuance of the Trust Securities referred to
therein.  Prior to the execution and
delivery of such amended and restated Trust Agreement, the Trustee shall not
have any duty or obligation hereunder or with respect to the trust estate
except as otherwise expressly provided herein.


 


4.                                       The
Sponsor and the Trustee hereby authorize and direct the Sponsor, as the agent
of the Trust, (i) to prepare and file with the Securities and Exchange
Commission (the “Commission”) and execute, in each case on behalf of the Trust,
(a) a Registration Statement on Form S-1 or S-3 (the “1933 Act
Registration Statement”), including any pre-effective or post-effective
amendments to such Registration Statement, relating to the registration of the Capital
Securities  under the Securities Act and (b) a
Registration Statement on Form 8-A (the “1934 Act Registration Statement”)
(including any pre-effective or post-effective amendments thereto) relating to
the registration of the Capital Securities under Section 12(b) of the
Securities Exchange Act of 1934, as amended; (ii) to execute on behalf of
the Trust and file with the


 


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National
Association of Securities Dealers Automated Quotation System (the “Nasdaq
National Market”), the New York Stock Exchange or such other national
securities exchange a listing application and all other applications,
statements, certificates, agreements, and other instruments as shall be
necessary or desirable to cause the Capital Securities to be listed on the
Nasdaq National Market, the New York Stock Exchange or such other national
securities exchange; (iii) to prepare, execute and file, in each case on
behalf of the Trust, such applications, reports, surety bonds, irrevocable
consents, appointments of attorney for service of process and other papers and
documents as shall be necessary or desirable to register the Capital Securities
under the securities or “blue sky” laws of such jurisdictions as the Sponsor,
on behalf of the Trust, may deem necessary or desirable; and (iv) to
negotiate the terms of, and execute on behalf of the Trust, an underwriting
agreement among the Trust, the Sponsor and any underwriter, dealer or agent
relating to the offer and sale of the Capital Securities, satisfactory to each
such party.  In the event that any filing
referred to in any of clauses (i) - (iv) above is required by the rules and
regulations of the Commission, the Nasdaq National Market, the New York Stock
Exchange or such other national securities exchange or state securities or blue
sky laws, to be executed on behalf of the Trust, the Sponsor is hereby
authorized and directed to join in any such filing and to execute on behalf of
the Trust any and all of the foregoing, it being understood that Wilmington
Trust Company, in its capacity as a Trustee of the Trust, shall not be required
to join in any such filing or execute on behalf of the Trust any such document
unless required by the rules and regulations of the Commission, the Nasdaq
National Market, the New York Stock Exchange or such other national securities
exchange or state securities or blue sky laws and unless the Trustee has
received an indemnity satisfactory to it.


 


5.                                       This
Trust Agreement may be executed in one or more counterparts.


 


6.                                       The
number of Trustees initially shall be one (1) and thereafter the number of
Trustees shall be such number as shall be fixed from time to time by a written
instrument signed by the Sponsor which may increase or decrease the number of
Trustees; provided, however, that to the extent required by the Statutory
Trust Act, one Trustee shall either be a natural person who is a resident of
the State of Delaware or, if not a natural person, an entity which has its
principal place of business in the State of Delaware and meets any other
requirements imposed by applicable law.  Subject to the foregoing, the Sponsor is
entitled to appoint or remove without cause any Trustee at any time.  Any Trustee may resign upon 30 days prior
notice to the Sponsor.


 


7.                                       The
recitals contained in this Trust Agreement shall be taken as statements of the
Sponsor, and the Trustee does not assume any responsibility for their
correctness.  The Trustee makes no
representations as to the value or condition of the property of the Trust or
any part thereof.  The Trustee makes no
representations as to the validity or sufficiency of this Trust Agreement.


 


8.                                       (a)   The Trustee (the “Fiduciary Indemnified
Persons”) shall not be liable, responsible or accountable in damages or
otherwise to the Trust, the Sponsor, the Trustee or any holder of the Trust
Securities (the Trust, the Sponsor and any holder of the Trust Securities being
a “Covered Person”) for any loss, damage or claim incurred by reason of any act
or omission


 


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performed or
omitted by the Fiduciary Indemnified Persons in good faith on behalf of the
Trust and in a manner the Fiduciary Indemnified Persons reasonably believed to
be within the scope of authority conferred on the Fiduciary Indemnified Persons
by this Trust Agreement or by law, except that the Fiduciary Indemnified
Persons shall be liable for any such loss, damage or claim incurred by reason
of the Fiduciary Indemnified Person’s gross negligence, bad faith or willful
misconduct with respect to such acts or omissions.


 


(b)                                 The
Fiduciary Indemnified Persons shall be fully protected in relying in good faith
upon the records of the Trust and upon such information, opinions, reports or
statements presented to the Trust by any person as to matters the Fiduciary
Indemnified Persons reasonably believes are within such other person’s
professional or expert competence and who has been selected with reasonable
care by or on behalf of the Trust, including information, opinions, reports or
statements as to the value and amount of the assets, liabilities, profits,
losses, or any other facts pertinent to the existence and amount of assets from
which distributions to holders of Trust Securities might properly be paid.


 


9.                                       The
Sponsor agrees, to the fullest extent permitted by applicable law,


 


(a)                                  to
indemnify and hold harmless each Fiduciary Indemnified Person, or any of its
officers, directors, shareholders, employees, representatives or agents, from
and against any loss, damage, liability, tax, penalty, expense or claim of any
kind or nature whatsoever incurred by the Fiduciary Indemnified Persons by
reason of the creation, operation or termination of the Trust in a manner the
Fiduciary Indemnified Persons reasonably believed to be within the scope of
authority conferred on the Fiduciary Indemnified Persons by this Trust
Agreement, except that no Fiduciary Indemnified Persons shall be entitled to be
indemnified in respect of any loss, damage or claim incurred by the Fiduciary
Indemnified Persons by reason of gross negligence, bad faith or willful
misconduct with respect to such acts or omissions; and


 


(b)                                 to
advance expenses (including legal fees) incurred by a Fiduciary Indemnified
Person in defending any claim, demand, action, suit or proceeding shall, from
time to time, prior to the final disposition of such claim, demand, action,
suit or proceeding, upon receipt by the Trust of an undertaking by or on behalf
of such Fiduciary Indemnified Persons to repay such amount if it shall be
determined that such Fiduciary Indemnified Person is not entitled to be indemnified
as authorized in the preceding subsection.


 


10.                                 The
provisions of Section 9 shall survive the termination of this Trust
Agreement or the earlier resignation or removal of the Fiduciary Indemnified
Persons.


 


11.                                 The
Trust may terminate without issuing any Trust Securities at the election of the
Sponsor.


 


12.                                 This
Trust Agreement and the rights of the parties hereunder shall be governed by
and interpreted in accordance with the laws of the State of Delaware and all
rights and remedies shall be governed by such laws without regard to the
principles of conflict of laws.


 


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IN WITNESS
WHEREOF, the parties hereto have caused this Trust Agreement to be duly
executed as of the day and year first above written.


 


	
   

  	
  MAINSOURCE
  FINANCIAL GROUP INC.,

  
	
   

  	
  as Sponsor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/James
  M. Anderson

  
	
   

  	
  Name:  James
  M. Anderson

  
	
   

  	
  Title:  Senior
  Vice President and Chief Financial

  
	
   

  	
  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WILMINGTON
  TRUST COMPANY, as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  J. Christopher Murphy

  
	
   

  	
  Name:  J.
  Christopher Murphy

  
	
   

  	
  Title:  Financial
  Services Officer

  



 


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EXHIBIT A


 


CERTIFICATE OF TRUST OF 


MAINSOURCE CAPITAL STATUTORY TRUST I


 


THIS
Certificate of Trust of MainSource Capital Statutory Trust I (the “Trust”) is
being duly executed and filed by the undersigned, as trustee, to form a statutory
trust under the Delaware Statutory Trust Act (12 Del. C. §3801 et
seq.)(the “Act”).


 


1.                                       Name.  The name of the statutory trust formed hereby
is MainSource Capital Statutory Trust I.


 


2.                                       Delaware
Trustee.  The name and business
address of the trustee of the Trust in the State of Delaware is Wilmington
Trust Company, Rodney Square North, 1100 North Market Street,  Wilmington, Delaware 19890-0001,
Attention:  Corporate Trust
Administration..


 


3.                                       Effective
Date.  This Certificate of Trust
shall be effective upon filing.


 


IN WITNESS
WHEREOF, the undersigned have executed this Certificate in accordance with Section 3811(a) of
the Act.


 


	
   

  	
  WILMINGTON
  TRUST COMPANY, not in its individual

  
	
   

  	
  capacity,
  but solely as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    

  
	
   

  	
    Name:

  
	
   

  	
    Title:

  



 


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