SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D. C. 20549

FORM 10-K

Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

For the fiscal year ended December 31, 2007

Commission file number 0-12422

MAINSOURCE FINANCIAL GROUP, INC.(Exact name of registrant as specified in its charter)

Indiana(State or other jurisdiction
of incorporation or organization)

35-1562245(I.R.S. Employer
Identification No.)2105 North State Road 3 Bypass
Greensburg, Indiana 47240(Address of principal executive offices) (Zip code)Registrant's telephone number, including area code:(812) 663-6734Securities registered pursuant to Section 12(b) of the Act: NoneSecurities registered pursuant to Section 12(g) of the ActCommon shares, no par value(Title of Class)


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes o No ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes o No ý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes ý No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of "large accelerated filer", "accelerated filer", and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

|Large accelerated filer o |  | Accelerated filer ý |  | Non-accelerated filer o (Do not check if a smaller reporting company) |  | Smaller reporting company o
|------------------------- |  | ------------------- |  | --------------------------------------------------------------------- |  | ---------------------------

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act). Yes o No ý

The aggregate market value (not necessarily a reliable indication of the price at which more than a limited number of shares would trade) of the voting stock held by
non-affiliates of the registrant was $314,516,912 as of June 30, 2007.

As
of March 10, 2008, there were outstanding 18,570,139 common shares, without par value, of the registrant.

DOCUMENTS INCORPORATED BY REFERENCE

Documents

Part of Form 10-K
Into Which IncorporatedDefinitive Proxy Statement for Annual
Meeting of Shareholders to be held
May 1, 2008

Part III (Items 10 through 14)




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FORM 10-K

TABLE OF CONTENTS

|PART I   |  | Page                                                                                                        
|-------- |  | ------------------------------------------------------------------------------------------------------------
|Item 1   |  | Business                                                                                                    
|Item 1A  |  | Risk Factors                                                                                                
|Item 1B  |  | Unresolved Staff Comments                                                                                   
|Item 2   |  | Properties                                                                                                  
|Item 3   |  | Legal Proceedings                                                                                           
|Item 4   |  | Submission of Matters to a Vote of Security Holders                                                         
|         |  |                                                                                                             
|PART II  |  |                                                                                                             
|Item 5   |  | Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|Item 6   |  | Selected Financial Data                                                                                     
|Item 7   |  | Management's Discussion and Analysis of Financial Condition and Results of Operations                       
|Item 7A  |  | Quantitative and Qualitative Disclosures About Market Risk                                                  
|Item 8   |  | Financial Statements and Supplementary Data                                                                 
|Item 9   |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                        
|Item 9A  |  | Controls and Procedures                                                                                     
|Item 9B  |  | Other Information                                                                                           
|         |  |                                                                                                             
|PART III |  |                                                                                                             
|Item 10  |  | Directors, Executive Officers and Corporate Governance                                                      
|Item 11  |  | Executive Compensation                                                                                      
|Item 12  |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters              
|Item 13  |  | Certain Relationships and Related Transactions and Director Independence                                    
|Item 14  |  | Principal Accounting Fees and Services                                                                      
|         |  |                                                                                                             
|PART IV  |  |                                                                                                             
|Item 15  |  | Exhibits, Financial Statement Schedules                                                                     

Pursuant to General Instruction G, the information called for by Items 1014 is omitted by MainSource Financial Group, Inc. since
MainSource Financial Group, Inc. will file with the Commission a definitive proxy statement to shareholders pursuant to Regulation 14A not later than 120 days after the close of
the fiscal year containing the information required by Items 1014.

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PART I.

ITEM 1.    BUSINESS(Dollars in thousands except per share data)

General

MainSource Financial Group, Inc. ("the Company") is a financial holding company based in Greensburg, Indiana. As of December 31, 2007, the Company owned
three banking subsidiaries: MainSource Bank, MainSource Bank of Illinois, and MainSource Bank  Ohio (together "the Banks"). The Company also owns all of the outstanding stock of
MainSource Bank  Hobart, although substantially all of the assets of that bank were transferred to MainSource Bank in May, 2007. The Company is a party to an agreement to sell the
stock of MainSource Bank  Hobart to a third party, which sale is anticipated to be comsummated in the first quarter of 2008. Through its non-bank affiliates, the Company provides
services incidental to the business of banking. Since its formation in 1982, the Company has acquired and established various institutions and financial services companies and may acquire additional
financial institutions and financial services companies in the future. For further discussion of the business of the Company see Management's Discussion and Analysis in Part II, Item 7.

As
of December 31, 2007, the Company operated 79 branch banking offices in Indiana, Illinois, and Ohio as well as eight insurance offices in Indiana. As of December 31,
2007, the Company had consolidated assets of $2,536,437, consolidated deposits of $1,901,829 and shareholders' equity of $264,102.

Through
its Banks, the Company offers a broad range of financial services, including: accepting time and transaction deposits; making consumer, commercial, agribusiness and real estate
mortgage loans; renting safe deposit facilities; providing general agency personal and business insurance services; providing personal and corporate trust services; and providing other corporate
services such as letters of credit and repurchase agreements.

The
lending activities of the Banks are separated into primarily the categories of commercial/agricultural, real estate and consumer. Loans are originated by the lending officers of the
Banks subject to limitations set forth in lending policies. The Boards of Directors of each Bank review loans up to the Bank's legal lending limits, monitor concentrations of credit, problem and past
due loans and charge-offs of uncollectible loans and formulate loan policy. The Banks maintain conservative loan policies and underwriting practices in order to address and manage loan risks. These
policies and practices include granting loans on a sound and collectible basis, serving the legitimate needs of the community and the general market area while obtaining a balance between maximum
yield and minimum risk, ensuring that primary and secondary sources of repayment are adequate in relation to the amount of the loan, developing and maintaining adequate diversification of the loan
portfolio as a whole and of the loans within each category and developing and applying adequate collection policies.

Commercial
loans include secured and unsecured loans, including real estate loans, to individuals and companies and to governmental units within the market area of the Banks for a myriad
of business purposes.

Agricultural
loans are generated in the Banks' markets. Most of the loans are real estate loans on farm properties. Loans are also made for agricultural production and such loans are
generally reviewed annually.

Residential
real estate lending has been the largest component of the loan portfolio for many years. All affiliate banks generate residential mortgages for their own portfolios. However,
the Company elects to sell the majority of its fixed rate mortgages into the secondary market while maintaining the servicing of such loans. At December 31, 2007, the Company was servicing a
$533 million residential real estate loan portfolio. By originating loans for sale in the secondary market, the Company can more fully satisfy customer demand for fixed rate residential mortgages and
increase fee income, while reducing the risk of loss caused by rising interest rates.

The
principal source of revenues for the Company is interest and fees on loans, which accounted for 69.1% of total revenues in 2007, 67.6% in 2006 and 63.7% in 2005.

The
Company's investment securities portfolio is primarily comprised of U. S. Treasuries, federal agencies, state and municipal bonds, U. S. government sponsored entity's
mortgage-backed securities and corporate securities. The Company has classified its entire investment portfolio as available for sale, with fair value changes reported separately in shareholders'
equity. Funds invested in the investment portfolio generally represent funds not immediately required to meet loan demand. Income related to the Company's investment portfolio accounted for 14.2% of
total revenues in 2007, 16.0% in 2006 and 18.3% in 2005. As of December 31, 2007, the Company had not identified any securities as being "high risk" as defined by the FFIEC Supervisory Policy
Statement on Securities Activities.

The
primary sources of funds for the Banks are deposits generated in local market areas. To attract and retain stable depositors, the Banks market various programs for demand, savings
and time deposit accounts. These programs include interest and non-interest bearing demand and individual retirement accounts.

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Currently,
national retailing and manufacturing subsidiaries, brokerage and insurance firms and credit unions are fierce competitors within the financial services industry. Mergers
between financial institutions within Indiana and neighboring states, which became permissible under the Interstate Banking and Branching Efficiency Act of 1994, have also added competitive pressure.

The
Company's Banks are located in predominantly non-metropolitan areas and their business is centered in loans and deposits generated within markets considered largely rural in nature.
In addition to competing vigorously with other banks, thrift institutions, credit unions and finance companies located within their service areas, we also compete, directly and indirectly, with all
providers of financial services.

Employees

As of December 31, 2007, the Company and its subsidiaries had 805 full-time equivalent employees to whom it provides a variety of benefits and with whom it
enjoys excellent relations. None of our employees are subject to collective bargaining agreements.

Regulation and Supervision of the Company

The Company is a financial holding company ("FHC") within the meaning of the Bank Holding Company Act of 1956, as amended ("Act"). This Act subjects FHC's to
regulations of the Federal Reserve Board ("FRB") and restricts the business of FHC's to financial and related activities.

The
Gramm-Leach-Bliley Financial Modernization Act of 1999 was enacted on November 12, 1999. The Modernization Act, which amended the Bank Holding Company Act, provides the
following:

The
Company initially qualified as a financial holding company in December, 2004. Thus the Company is authorized to operate as a financial holding company and is eligible to engage in,
or acquire companies engaged in, the broader range of activities that are permitted by the Modernization Act. These activities include those that are determined to be "financial in nature," including
insurance underwriting, securities underwriting and dealing, and making merchant banking investments in commercial and financial companies. If any of our banking subsidiaries ceases to be "well
capitalized" or "well managed" under applicable regulatory standards, the Federal Reserve Board may, among other things, place limitations on our ability to conduct these broader financial activities
or, if the deficiencies persist, require us to divest the banking subsidiary. In addition, if any of our banking subsidiaries receives a rating of less than satisfactory under the Community
Reinvestment Act of 1977 ("CRA"), we would be prohibited from engaging in any additional activities other than those permissible for bank holding companies that are not financial holding companies.
Our banking subsidiaries currently meet these capital, management and CRA requirements.

Acquisitions
by the Company of banks and savings associations are subject to federal and state regulation. Any acquisition by the Company of more than five percent of the voting stock of
any bank requires prior approval of the FRB, the FDIC and, if applicable, state regulators. Acquisition of savings associations is also subject to the approval of the OTS and acquisition of national
banks is subject to the approval of the OCC.

Indiana
law permits FHCs to acquire bank holding companies and banks out of state on a reciprocal basis, subject to certain limitations. Under current law, the Company may acquire banks,
and may be acquired by bank holding companies, located in any state in the United States that permits reciprocal entry by Indiana FHCs. Under the Act, FHCs may acquire savings associations without
geographic restrictions.

A
FHC and its subsidiaries are prohibited from engaging in certain tying arrangements in connection with the extension of credit, lease or sale of property, or the provision of any
property or service.

The
Company is under the jurisdiction of the Securities and Exchange Commission ("SEC") and state securities commission for matters relating to the offering and sale of its securities.
The Company is subject to the SEC's rules and regulations relating to, among other things, periodic reporting, reporting to shareholders, proxy solicitation and insider trading.

The
Company's liquidity is principally derived from dividends paid on the common stock of its subsidiaries. The payment of these dividends is subject to certain regulatory restrictions.

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Under
bank holding company policy, the Company is expected to act as a source of financial strength to, and commit resources to support, its affiliates. As a result of such policy, the
Company may be required to commit resources to its affiliate banks in circumstances where it might not otherwise do so.

Certain
regulations define relevant capital measures for five capital categories. A "well capitalized" institution is one that has a total risk-based capital ratio of at least 10%, a
Tier 1 risk-based capital ratio of at least 8%, a leverage ratio of at least 5% and is not subject to regulatory direction to maintain a specific level for any capital measure. An "adequately
capitalized" institution is one that has ratios greater than 8%, 4% and 4%. An institution is "undercapitalized" if its respective ratios are less than 8%, 4% and 4%. "Significantly undercapitalized"
institutions have ratios of less than 6%, 3% and 3%. An institution is deemed to be "critically undercapitalized" if it has a ratio of tangible equity to total assets that is 2% or less. Institutions
with capital ratios at levels of "undercapitalized" or lower are subject to various limitations that, in most situations, will reduce the competitiveness of the institution.

Regulation and Supervision of the Subsidiary Banks

The Company's affiliate banks are supervised, regulated and examined by their respective state regulatory banking agencies and the Federal Deposit Insurance
Corporation ("FDIC"). A cease-and-desist order may be issued against the banks, if the respective agency finds that the activities of the bank represent an unsafe and unsound banking practice or
violation of law.

The
deposits of the Company's banking subsidiaries are insured to the maximum extent permitted by law by the Deposit Insurance Fund ("DIF") of the FDIC, which was created in 2006 as the
result of the merger of the Bank Insurance Fund and the Savings Association Insurance Fund in accordance with the Federal Deposit Insurance Reform Act of 2005 (the "FDI" Act). The FDI Act provided for
several additional changes to the deposit insurance system, including adjusting the deposit insurance limits (currently $100,000 for most accounts) every 5 years beginning in 2011 based on an
inflation index, increasing the insurance limit for retirement accounts from $100,000 to $250,000, and allocating an aggregate of $4.7 billion of one-time credits to banks to offset the
insurance premiums charged to such banks by the FDIC.

Branching
by banks in Indiana is subject to the jurisdiction, and requires the prior approval, of the bank's primary federal regulatory authority and, if the branching bank is a state
bank, of the Indiana Department of Financial Institutions ("DFI"). Under Indiana law, banks may branch anywhere in the state.

The
Company is a legal entity separate and distinct from its subsidiary Banks. There are various legal limitations on the extent to which the Banks can supply funds to the Company. The
principal source of the Company's funds consists of dividends from its subsidiary Banks. State and Federal law restricts the amount of dividends that may be paid by banks. In addition, the Banks are
subject to certain restrictions on extensions of credit to the Company, on investments in the stock or other securities of the Company and in taking such stock or securities as collateral for loans.

Capital Requirements

The Company and its subsidiary Banks must meet certain minimum capital requirements mandated by each of their state or federal regulators. These regulatory
agencies require BHCs and banks to maintain certain minimum ratios of primary capital
to total assets and total capital to total assets. The FRB requires BHCs to maintain a minimum Tier 1 leverage ratio of 3 percent capital to total assets; however, for all but the most highly
rated institutions which do not anticipate significant growth, the minimum Tier 1 leverage ratio is 3 percent plus an additional cushion of 100 to 200 basis points. As of
December 31, 2007, the Company's leverage ratio of capital to total assets was 7.1%. The FRB and FDIC each have approved the imposition of "risk-adjusted" capital ratios on BHCs and financial
institutions. The Company's Tier 1 Capital to Risk-Weighted Assets Ratio was 10.0% and its Total Capital to Risk-Weighted Assets Ratio was 10.8% at December 31, 2007. The Company's Banks
had capital to asset ratios and risk- adjusted capital ratios at December 31, 2007, in excess of the applicable minimum regulatory requirements.

ITEM 1A.    RISK FACTORS

In addition to the other information contained in this report, the following risks may affect us. If any of these risks actually occur, our business, financial
condition or results of operations may suffer. As a result, the price of our common shares could decline.

Like most banking organizations, our business is highly susceptible to credit risk.

As a lender, we are exposed to the risk that our customers will be unable to repay their loans according to their terms and that the collateral securing the
payment of their loans (if any) may not be sufficient to assure repayment. Credit losses could have a material adverse effect on our operating results.

As
of December 31, 2007, our total loan portfolio was approximately $1.7 billion or 67% of our total assets. Three major components of the loan portfolio are loans
principally secured by real estate, approximately $1.3 billion or 78% of total loans, other commercial loans, approximately $214 million or 13% of total loans, and consumer loans,
approximately $127 million or 9% of total loans. Our credit risk with respect to our consumer installment loan portfolio and commercial loan portfolio relates principally to the

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general
creditworthiness of individuals and businesses within our local market area. Our credit risk with respect to our residential and commercial real estate mortgage and construction loan portfolio
relates principally to the general creditworthiness of individuals and businesses and the value of real estate serving as security for the repayment of the loans. A related risk in connection with
loans secured by commercial real estate is the effect of unknown or unexpected environmental contamination, which could make the real estate effectively unmarketable or otherwise significantly reduce
its value as security.

Our allowance for loan losses may not be sufficient to cover actual loan losses, which could adversely affect our earnings.

We maintain an allowance for loan losses at a level estimated to be sufficient to cover probable incurred loan losses in our loan portfolio. Additional loan
losses will likely occur in the future and may occur at a rate greater than we have experienced to date. In determining the size of the allowance, our management makes various assumptions and
judgments about the collectibility of our loan portfolio, including the diversification by industry of our commercial loan portfolio, the effect of
changes in the local real estate market on collateral values, the results of recent regulatory examinations, the effects on the loan portfolio of current economic indicators and their probable impact
on borrowers, the amount of charge-offs for the period, the amount of nonperforming loans and related collateral security, and the evaluation of our loan portfolio by an external loan review. If our
assumptions and judgments prove to be incorrect, our current allowance may not be sufficient and adjustments may be necessary to allow for different economic conditions or adverse developments in our
loan portfolio. Federal and state regulators also periodically review our allowance for loan losses and may require us to increase our provision for loan losses or recognize further loan charge-offs,
based on judgments different than those of our management. Any increase in our allowance for loan losses or loan charge-offs could have an adverse effect on our operating results and financial
condition.

We rely heavily on our management and other key personnel, and the loss of any of them may adversely affect our operations.

We are and will continue to be dependent upon the services of our management team. The loss of any of our senior managers could have an adverse effect on our
growth and performance because of their skills, knowledge of the markets in which we operate and years of industry experience and the difficulty of promptly finding qualified replacement personnel.
The loss of key personnel in a particular market could have an adverse effect on our performance in that market because it may be difficult to find qualified replacement personnel who are already
located in or would be willing to relocate to a non-metropolitan market. Recently, our former President and Chief Executive Officer resigned and was replaced by an interim President and CEO, Robert E.
Hoptry. We are currently conducting a search for a permanent President and CEO. This transition may be a distraction to senior management, business operations, and customers.

Significant interest rate volatility could reduce our profitability.

Our results of operations are affected principally by net interest income, which is the difference between interest earned on loans and investments and interest
expense paid on deposits and other borrowings. We cannot predict or control changes in interest rates. National, regional and local economic conditions and the policies of regulatory authorities,
including monetary policies of the Board of Governors of the Federal Reserve System, affect market interest rates. While we have instituted policies and procedures designed to manage the risks from
changes in market interest rates, at any given time our assets and liabilities will likely be affected differently by a given change in interest rates, principally because we do not match the
maturities of our loans and investments precisely with our deposits and other funding sources. Changes in interest rates may also affect the level of voluntary prepayments on our loans and the level
of financing or refinancing by customers. As of December 31, 2007, we had a negative interest rate gap of 36% of interest earning assets in the one-year time frame. Although this is within our
internal policy limits, our earnings will be adversely affected in periods of rising interest rates because, during such periods, the interest expense paid on deposits and borrowings will generally
increase more rapidly than the interest income earned on loans and investments. If such an interest rate increase occurred gradually, we would use our established procedures to attempt to mitigate the
effects over time. However, if such an interest rate increase occurred rapidly, or interest rates exhibited volatile increases and decreases, we might be unable to mitigate the effects, and our net
interest income could suffer significant adverse effects. While management intends to continue to take measures to mitigate interest rate risk, we cannot assure you that such measures will be entirely
effective in minimizing our exposure to the risk of rapid changes in interest rates.

The geographic concentration of our markets makes our business highly susceptible to local economic conditions.

Unlike larger banking organizations that are more geographically diversified, our operations are currently concentrated in 30 counties in Indiana, three counties
in Illinois, and two counties in Ohio. As a result of this geographic concentration in three
fairly contiguous markets, our financial results depend largely upon economic conditions in these market areas. A deterioration in economic conditions in one or all of these markets could result in
one or more of the following:

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If we do not adjust to rapid changes in the financial services industry, our financial performance may suffer.

We face substantial competition for deposit, credit and trust relationships, as well as other sources of funding in the communities we serve. Competing providers
include other banks, thrifts and trust companies, insurance companies, mortgage banking operations, credit unions, finance companies, money market funds and other financial and nonfinancial companies
which may offer products functionally equivalent to those offered by our banks. Competing providers may have greater financial resources than we do and offer services within and outside the market
areas we serve. In addition to this challenge of attracting and retaining customers for traditional banking services, our competitors now include securities dealers, brokers, mortgage bankers,
investment advisors and finance and insurance companies who seek to offer one-stop financial services to their customers that may include services that banks have not been able or allowed to offer to
their customers in the past. The increasingly competitive environment is primarily a result of changes in regulation, changes in technology and product delivery systems and the accelerating pace of
consolidation among financial service providers. If we are unable to adjust both to increased competition for traditional banking services and changing customer needs and preferences, it could
adversely affect our financial performance and your investment in our common stock.

Our historical growth and financial performance trends may not continue if our acquisition strategy is not successful.

Growth in asset size and earnings through acquisitions is an important part of our business strategy. As consolidation of the banking industry continues, the
competition for suitable acquisition candidates may increase. We compete with other banking companies for acquisition opportunities, and many of these competitors have greater financial resources and
acquisition experience than we do and may be able to pay more for an acquisition than we are able or willing to pay. We also may need
additional debt or equity financing in the future to fund acquisitions. We may not be able to obtain additional financing or, if available, it may not be in amounts and on terms acceptable to us. We
may use our common stock as the consideration for an acquisition or we may issue additional common stock and use the proceeds for the acquisition. Our issuance of additional securities will dilute
your equity interest in us and may have a dilutive effect on our earnings per share. If we are unable to locate suitable acquisition candidates willing to sell on terms acceptable to us, or we are
otherwise unable to obtain additional debt or equity financing necessary for us to continue our acquisition strategy, we would be required to find other methods to grow our business and we may not
grow at the same rate we have in the past, or at all.

Acquisitions entail risks which could negatively affect our operations.

Acquisitions involve numerous risks, including:

Any
of these acquisition risks could result in unexpected losses or expenses and thereby reduce the expected benefits of the acquisition.

Unanticipated costs related to our acquisition strategy could reduce MainSource's future earnings per share.

MainSource believes it has reasonably estimated the likely costs of integrating the operations of the banks it acquires into MainSource and the incremental costs
of operating such banks as a part of the MainSource family. However, it is possible that
unexpected transaction costs such as taxes, fees or professional expenses or unexpected future operating expenses, such as increased personnel costs or increased taxes, as well as other types of
unanticipated adverse developments, could have a material adverse effect on the results of operations and financial condition of MainSource. If unexpected costs are incurred, acquisitions could have a
dilutive effect on MainSource's earnings per share. In other words, if MainSource incurs such unexpected costs and expenses as a result of its acquisitions, MainSource believes that the earnings per
share of MainSource common stock could be less than they would have been if those acquisitions had not been completed.

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MainSource may be unable to successfully integrate the operations of the banks it has acquired and may acquire in the future and retain employees of such banks.

MainSource's acquisition strategy involves the integration of the banks MainSource has acquired and may acquire in the future as MainSource subsidiary banks. The
difficulties of integrating the operations of such banks with MainSource and its other subsidiary banks include:

The
process of integrating operations could cause an interruption of, or loss of momentum in, the activities of one or more of MainSource, its subsidiary banks and the banks MainSource
has acquired and may acquire in the future and the loss of key personnel. The integration of such banks as MainSource subsidiary banks requires the experience and expertise of certain key employees of
such banks who are expected to be retained by MainSource. We cannot be sure, however, that MainSource will be successful in retaining these employees for the time period necessary to successfully
integrate such banks' operations as subsidiary banks of MainSource. The diversion of management's attention and any delays or difficulties encountered in connection with the mergers, along with the
integration of the banks as MainSource subsidiary banks, could have an adverse effect on the business and results of operation of MainSource.

Changes in governmental regulation and legislation could limit our future performance and growth.

We are subject to extensive state and federal regulation, supervision and legislation that govern almost all aspects of our operations, as well as any
acquisitions we may propose to make. Any change in applicable federal or state laws or regulations could have a substantial impact on us, our subsidiary banks and our operations. While we cannot
predict what effect any presently contemplated or future changes in the laws or regulations or their interpretations would have on us, these changes could reduce the value of your investment.

Our strategy to minimize Indiana state taxes on our investment portfolio may be unsuccessful.

Since 2002, our Indiana state financial institutions taxes have been reduced by our use of subsidiaries we formed in the State of Nevada to hold a significant
portion of our investment portfolio. Nevada has no state or local income tax, and we take the position that none of this income is subject to the Indiana financial institutions tax. For the year ended
December 31, 2007, our net savings in Indiana tax from this arrangement (after federal tax) was approximately $900,000. Management believes that this arrangement is permitted under Indiana law,
and Indiana tax authorities have not challenged our tax returns in this regard. If we were not permitted to realize state tax savings from this arrangement, it would cause our net income after taxes
to be lower in the future, and if Indiana tax authorities challenged our arrangement and were successful in assessing additional taxes, interest and penalties for prior years, we might be forced to
take a special charge to our earnings in the amount of the assessment.

ITEM 1B.    UNRESOLVED STAFF COMMENTS.

None.

ITEM 2.    PROPERTIES

As of December 31, 2007, the Company leased space from one of its subsidiaries for use as its corporate headquarters. The Company's subsidiaries own, or
lease, all of the facilities from which they conduct business. All leases are comparable to other leases in the respective market areas and do not contain provisions materially detrimental to the
Company or its subsidiaries. As of December 31, 2007 the Company had 79 banking locations of which MainSource Bank had 67, MainSource Bank of Illinois had seven, and MainSource
Bank  Ohio had five. In addition, the Company operates eight insurance offices in Indiana. At December 31, 2007, the Company had approximately $40 million invested in
premises and equipment.

ITEM 3.    LEGAL PROCEEDINGS

The Company and its subsidiaries may be parties (both plaintiff and defendant) to ordinary litigation incidental to the conduct of business. Management is
presently not aware of any material pending or contemplated legal proceedings.

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted during the fourth quarter of 2007 to a vote of security holders, through the solicitation of proxies or otherwise.

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PART II

ITEM 5.    MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER'S PURCHASES OF EQUITY SECURITIES

Market Information

The Company's Common Stock is traded on the NASDAQ Stock Market under the symbol MSFG. The Common Stock was held by approximately 4,000 shareholders at
March 10, 2008. The quarterly high and low closing prices for the Company's common stock as reported by NASDAQ and quarterly cash dividends declared and paid are set forth in the tables below.
All per share data is retroactively restated for all stock dividends and splits.

The
range of known per share prices by calendar quarter, based on actual transactions, excluding commissions, is shown below.

Market Prices2007
Q1

Q2

Q3

Q4High
$
17.53

$
17.50

$
19.01

$
18.09Low
$
15.42

$
16.15

$
15.03

$
14.362006
Q1

Q2

Q3

Q4High
$
18.52

$
18.13

$
16.93

$
17.88Low
$
17.05

$
15.57

$
15.30

$
16.05Cash Dividends2007
Q1

Q2

Q3

Q4$
0.135

$
0.140

$
0.140

$
0.1402006
Q1

Q2

Q3

Q4$
0.129

$
0.133

$
0.133

$
0.133


Equity Compensation Plan Information

The following table sets forth information regarding securities authorized for issuance under the Company's equity compensation plans as of December 31,
2007:

|Plan category                                              | Number of securities to be issued upon exercise of outstanding options, warrants and rights
(a) |  | Weighted-average exercise price of outstanding options, warrants and rights
(b) |       | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

(c)
|---------------------------------------------------------- | ----------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------- | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------
|
|Equity compensation plans approved by security holders     | 275,837                                                                                         |  | $                                                                               | 18.07 |                                                                                                                                                 
|Equity compensation plans not approved by security holders |                                                                                                |  |                                                                                 |      |                                                                                                                                                 
|                                                           |                                                                                                 |  |                                                                                 |       |                                                                                                                                                 
|Total                                                      | 275,837                                                                                         |  | $                                                                               | 18.07 |                                                                                                                                                 

9

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Stock Performance Graph

The following performance graph compares the performance of our common shares to the performance of the NASDAQ Market Index (U.S.) and the NASDAQ Bank Stocks
Index for the 60 months ended December 31, 2007. The graph assumes an investment of $100 in each of the Company's common shares, the NASDAQ Market Index (U.S.) and the NASDAQ Bank Stocks
Index on December 21, 2002.

GRAPHIC

|                           | 12/31/02 |  | 12/31/03 |  | 12/31/04 |  | 12/31/05 |  | 12/31/06 |  | 12/31/07
|-------------------------- | -------- |  | -------- |  | -------- |  | -------- |  | -------- |  | --------
|
|MainSource Financial Group | 100.00   |  | 133.45   |  | 163.27   |  | 123.12   |  | 122.94   |  | 109.50  
|NASDAQ MARKET INDEX (U.S.) | 100.00   |  | 150.01   |  | 162.89   |  | 165.13   |  | 180.85   |  | 198.60  
|NASDAQ Bank Stocks Index   | 100.00   |  | 129.93   |  | 144.21   |  | 137.97   |  | 153.15   |  | 119.35  

Purchases of Equity Securities

The activity in the Company's Stock Repurchase Program for the fourth quarter of 2007 was as follows:

|Period        | Total Number of Shares (or Units) Purchased |  | Average Price Paid Per Share (or Unit) |       | Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs |        | Maximum Number (or Approximate Dollar Value) of Shares (or Units) That May Yet Be Purchased Under the Plans or Programs(1)
|------------- | ------------------------------------------- |  | -------------------------------------- | ----- | ------------------------------------------------------------------------------------------- | ------ | --------------------------------------------------------------------------------------------------------------------------
|
|October 2007  | 148                                         |  | $                                      | 17.02 |                                                                                             | 148    |                                                                                                                           
|November 2007 | 66,032                                      |  | $                                      | 15.70 |                                                                                             | 66,032 |                                                                                                                           
|December 2007 | 110                                         |  | $                                      | 16.00 |                                                                                             | 110    |                                                                                                                           

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10

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ITEM 6.    SELECTED FINANCIAL DATA

Selected Financial Data(Dollar amounts in thousands except per share data)

|                      | 2007                                                                         |   | 2006      |   | 2005 |           | 2004 |   | 2003      |  
|--------------------- | ---------------------------------------------------------------------------- | - | --------- | - | ---- | --------- | ---- | - | --------- | -
|
|Results of Operations |                                                                              |   |           |   |      |           |      |   |           |  
|                      | Net interest income                                                          | $ | 74,397    |   | $    | 68,268    |      | $ | 53,648    |  
|                      | Provision for loan losses                                                    |   | 5,745     |   |      | 1,819     |      |   | 1,040     |  
|                      | Noninterest income                                                           |   | 28,126    |   |      | 23,039    |      |   | 17,332    |  
|                      | Noninterest expense                                                          |   | 68,020    |   |      | 59,642    |      |   | 48,576    |  
|                      | Income before income tax                                                     |   | 28,758    |   |      | 29,846    |      |   | 21,364    |  
|                      | Income tax                                                                   |   | 6,888     |   |      | 7,605     |      |   | 5,172     |  
|                      | Net income                                                                   |   | 21,870    |   |      | 22,241    |      |   | 16,192    |  
|                      | Dividends paid on common stock                                               |   | 10,392    |   |      | 8,944     |      |   | 6,514     |  
|Per Common Share*     |                                                                              |   |           |   |      |           |      |   |           |  
|                      | Earnings per share (basic)                                                   | $ | 1.17      |   | $    | 1.30      |      | $ | 1.23      |  
|                      | Earnings per share (diluted)                                                 |   | 1.17      |   |      | 1.29      |      |   | 1.23      |  
|                      | Dividends paid                                                               |   | 0.555     |   |      | 0.529     |      |   | 0.495     |  
|                      | Book value  end of period                                                   |   | 14.22     |   |      | 13.50     |      |   | 11.39     |  
|                      | Market price  end of period                                                 |   | 15.56     |   |      | 16.94     |      |   | 17.00     |  
|At Year End           |                                                                              |   |           |   |      |           |      |   |           |  
|                      | Total assets                                                                 | $ | 2,536,437 |   | $    | 2,429,773 |      | $ | 1,645,605 |  
|                      | Investment securities                                                        |   | 489,739   |   |      | 485,259   |      |   | 450,814   |  
|                      | Loans, excluding held for sale                                               |   | 1,693,678 |   |      | 1,574,384 |      |   | 957,995   |  
|                      | Allowance for loan losses                                                    |   | 14,331    |   |      | 12,792    |      |   | 10,441    |  
|                      | Total deposits                                                               |   | 1,901,829 |   |      | 1,859,689 |      |   | 1,352,697 |  
|                      | Notes payable                                                                |   |          |   |      |          |      |   |          |  
|                      | Federal Home Loan Bank advances                                              |   | 257,099   |   |      | 208,443   |      |   | 41,547    |  
|                      | Subordinated debentures                                                      |   | 41,239    |   |      | 41,239    |      |   | 29,898    |  
|                      | Shareholders' equity                                                         |   | 264,102   |   |      | 253,247   |      |   | 161,069   |  
|Financial Ratios      |                                                                              |   |           |   |      |           |      |   |           |  
|                      | Return on average assets                                                     |   | 0.90      | % |      | 1.06      | %    |   | 1.04      | %
|                      | Return on average common shareholders' equity                                |   | 8.49      |   |      | 10.39     |      |   | 11.27     |  
|                      | Allowance for loan losses to total loans (year end, excluding held for sale) |   | 0.85      |   |      | 0.81      |      |   | 1.09      |  
|                      | Allowance for loan losses to total non-performing loans (year end)           |   | 69.93     |   |      | 73.18     |      |   | 102.19    |  
|                      | Shareholders' equity to total assets (year end)                              |   | 10.41     |   |      | 10.42     |      |   | 9.79      |  
|                      | Average equity to average total assets                                       |   | 10.57     |   |      | 10.13     |      |   | 9.18      |  
|                      | Dividend payout ratio                                                        |   | 47.52     |   |      | 40.21     |      |   | 40.23     |  

---

11

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ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management's Discussion and Analysis
(Dollar amounts in thousands except per share data)

Forward-Looking Statements

Except for historical information contained herein, the discussion in this Annual Report includes certain forward-looking statements based upon management
expectations. Actual results and experience could differ materially from the anticipated results or other expectations expressed in the Company's forward-looking statements. Factors which could cause
future results to differ from these expectations include the following: general economic conditions; legislative and regulatory initiatives; monetary and fiscal policies of the federal government;
deposit flows; the cost of funds; general market rates of interest; interest rates on competing investments; demand for loan products; demand for financial services; changes in accounting policies or
guidelines; changes in the quality or composition of the Company's loan and investment portfolios; the Company's ability to integrate acquisitions, the impact of our continuing acquisition strategy,
and other factors, including the risk factors set forth in Item 1A of this Annual Report on Form 10-K and in other reports we file from time to time with the Securities and
Exchange Commission.

Overview

MainSource Financial Group, Inc. ("MainSource or Company") is a financial holding company whose principal activity is the ownership and management of its
three wholly owned subsidiary banks ("Banks"): MainSource Bank headquartered in Greensburg, Indiana, MainSource Bank of Illinois headquartered in Kankakee, Illinois, and MainSource
Bank  Ohio headquartered in Troy, Ohio. The banks operate under state charters and are subject to regulation by their respective state regulatory agencies and the Federal Deposit
Insurance Corporation. Non-banking subsidiaries include MainSource Insurance, LLC and MainSource Title, LLC. Both of these subsidiaries are subject to regulation by the
Indiana Department of Insurance. The Company also owns all of the outstanding stock of MainSource Bank  Hobart, although substantially all of the assets of that bank were
transferred to MainSource Bank in May, 2007.

Business Strategy

The Company operates under the broad tenets of a long-term strategic plan ("Plan") designed to improve the Company's financial performance, expand its
competitive position and enhance long-term shareholder value. The Plan is premised on the belief of the Company's Board of Directors that it can best promote long-term
shareholder interests by pursuing strategies which will continue to preserve its community-focused philosophy. The dynamics of the Plan assure continually evolving goals, with the enhancement of
shareholder value being the constant, overriding objective. The extent of the Company's success will depend upon how well it anticipates and responds to competitive changes within its markets, the
interest rate environment and other external forces.

The
Company continued its history of external growth through acquisitions during 2006 by acquiring three whole bank institutions and purchasing five branches from an
in-market competitor. In March, 2006, the Company acquired 100% of the outstanding shares of Union Community Bancorp ("Union"). In May, 2006, the Company acquired 100% of the outstanding
shares of HFS Bank, F.S.B. ("HFS"). In June, 2006, the Company acquired 100% of the outstanding shares of Peoples Ohio Financial Corporation ("Peoples"). In August, 2006, the Company
purchased five branches from First Financial Bank. In total, these acquisitions added approximately $598 million in loans and $490 million in deposits.

In
February, 2008, the Company announced the execution of a definitive agreement to acquire 1st Independence Financial Group, Inc. headquartered in Louisville, Kentucky. As
of December 31, 2007, 1st Independence had approximately $350 million in assets, $280 million in loans, and $255 million in deposits. The agreement provides that
1st Independence's shareholders will receive $5.475 in cash and .881036 shares of MainSource common stock for each share of 1st Independence stock owned. The transaction value is
estimated at $37 million. The consideration to be paid to 1st Independence's shareholders may be adjusted at closing based on the value of 1st Independence's consolidated tangible
shareholders' equity, subject to certain adjustments, as well as the closing price of the Company's common stock prior to closing. The transaction, which is expected to close in the third quarter of
2008, is subject to various regulatory approvals and the approval of 1st Independence's shareholders. The Company is continuously reviewing other acquisition targets including branches, whole
banks, and other financial service related entities focusing on the four-state Midwest region of Indiana, Illinois, Kentucky, and Ohio.

12

---



Results of Operations

Net income was $21,870 in 2007, $22,241 in 2006, and $16,192 in 2005. Earnings per common share on a fully diluted basis were $1.17 in 2007, $1.29 in 2006, and
$1.23 in 2005. The decrease from 2006 to 2007 in overall net income and earnings per share was primarily attributable to three factors: the decrease in the Company's net interest margin, the increase
in the Company's loan loss provision expense, and the expenses incurred for the data processing system conversions of the Hobart and Crawfordsville affiliates. Key measures of the operating
performance of the Company are return on average assets, return on average shareholders' equity, and efficiency ratio. The Company's return on average assets was 0.90% for 2007 compared to 1.06% for
2006 and return on average shareholders' equity was 8.5% in 2007 compared to 10.4% in 2006. The Company's efficiency ratio, which measures the non-interest expenses of the Company as a percentage of
its net interest income (on a fully taxable equivalent basis) and its non-interest income, was 64.4% in 2007 compared to 63.6% in 2006.

13

---



Net Interest Income

Net interest income and net interest margin are influenced by the volume and yield or cost of earning assets and interest-bearing liabilities. Tax equivalent net
interest income of $77,603 in 2007 increased from $71,345 in 2006. Net interest margin, on a fully-taxable equivalent basis, was 3.60% for 2007 compared to 3.81% for the same period a year ago. Due to
the relatively flat nature of the yield curve for most of 2007, the Company's cost of funds increased steadily throughout the year and outpaced the increase in the yield on earning assets. Partially
offsetting this trend was a favorable shift in the Company's volume and mix of earning assets as lower-yielding residential real estate loans were replaced by higher-yielding commercial loans.

The
following table summarizes net interest income (on a tax-equivalent basis) for each of the past three years.

Average Balance Sheet and Net Interest Analysis (Taxable Equivalent Basis)*

|                                                                                                 | 2007                                                              |                                    | 2006    |           | 2005   |       
|------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------- | ---------------------------------- | ------- | --------- | ------ | ------
|
|
|
|Short-term investments                                                                           | $                                                                 | 2,601                              |         | $         | 131    |       
|Federal funds sold and money market accounts                                                     |                                                                   | 10,458                             |         |           | 575    |       
|Securities                                                                                       |                                                                   |                                    |         |           |        |       
|                                                                                                 | Taxable                                                           |                                    | 401,006 |           |        | 19,661
|                                                                                                 | Non-taxable*                                                      |                                    | 121,737 |           |        | 7,621 
|                                                                                                 |                                                                   |                                    |         |           |        |       
|                                                                                                 |                                                                   | Total securities                   |         | 522,743   |        |       
|Loans**                                                                                          |                                                                   |                                    |         |           |        |       
|                                                                                                 | Commercial                                                        |                                    | 770,269 |           |        | 55,243
|                                                                                                 | Residential real estate                                           |                                    | 556,136 |           |        | 41,625
|                                                                                                 | Consumer                                                          |                                    | 290,930 |           |        | 23,177
|                                                                                                 |                                                                   |                                   
|                                                                                                 |                                                                   | Total loans                        |         | 1,617,335 |        |       
|                                                                                                 |                                                                   |                                   
|                                                                                                 |                                                                   | Total earning assets               |         | 2,153,137 |        |       
|                                                                                                 |                                                                   |                                   
|Cash and due from banks                                                                          |                                                                   | 56,498                             |         |           |        |       
|Unrealized gains (losses) on securities                                                          |                                                                   | (4,634                             | )       |           |        |       
|Allowance for loan losses                                                                        |                                                                   | (13,296                            | )       |           |        |       
|Premises and equipment,net                                                                       |                                                                   | 39,829                             |         |           |        |       
|Intangible assets                                                                                |                                                                   | 136,189                            |         |           |        |       
|Accrued interest receivable and other assets                                                     |                                                                   | 70,789                             |         |           |        |       
|                                                                                                 |                                                                   |                                    |         |           |        |       
|                                                                                                 |                                                                   | Total assets                       | $       | 2,438,512 |        |       
|                                                                                                 |                                                                   |                                    |         |           |        |       
|Liabilities                                                                                      |                                                                   |                                    |         |           |        |       
|                                                                                                 | Interest-bearing deposits DDA, savings, and money market accounts | $                                  | 776,693 |           | $      | 14,853
|                                                                                                 | Certificates of deposit                                           |                                    | 864,074 |           |        | 38,820
|                                                                                                 |                                                                   |                                   
|                                                                                                 |                                                                   | Total interest-bearing deposits    |         | 1,640,767 |        |       
|Short-term borrowings                                                                            |                                                                   | 48,943                             |         |           | 1,856  |       
|Subordinated debentures                                                                          |                                                                   | 41,239                             |         |           | 3,333  |       
|Notes payable and FHLB borrowings                                                                |                                                                   | 236,706                            |         |           | 11,568 |       
|                                                                                                 |                                                                   |                                   
|                                                                                                 |                                                                   | Total interest-bearing liabilities |         | 1,967,655 |        |       
|Demand deposits                                                                                  |                                                                   | 190,162                            |         |           |        |       
|Other liabilities                                                                                |                                                                   | 23,062                             |         |           |        |       
|                                                                                                 |                                                                   |                                    |         |           |        |       
|Total liabilities                                                                                |                                                                   | 2,180,879                          |         |           |        |       
|Shareholders' equity                                                                             |                                                                   | 257,633                            |         |           |        |       
|                                                                                                 |                                                                   |                                    |         |           |        |       
|Total liabilities and shareholders' equity                                                       | $                                                                 | 2,438,512                          |         |           | 70,430 |       
|                                                                                                 |                                                                   |                                    |         |           |        |       
|Net interest income                                                                              |                                                                   |                                    |         | $         | 77,603 |       
|                                                                                                 |                                                                   |                                    |         |           |        |       
|Conversion of tax exempt income to a fully taxable equivalent basis using a marginal rate of 35% |                                                                   |                                    |         | $         | 3,206  |       
|                                                                                                 |                                                                   |                                    |         |           |        |       

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14

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The following table sets forth for the periods indicated a summary of the changes in interest income and interest expense resulting from changes in volume and changes in rates.

Volume/Rate Analysis of Changes in Net Interest Income(Tax Equivalent Basis)

|                                                               | 2007 OVER 2006                                           |                        | 2006 OVER 2005
|-------------------------------------------------------------- | -------------------------------------------------------- | ---------------------- | --------------
|
|
|Interest income                                                |                                                          |                        |               
|                                                               | Loans                                                    | $                      | 19,645        
|                                                               | Securities                                               |                        | 961           
|                                                               | Federal funds sold and money market funds                |                        | 117           
|                                                               | Short-term investments                                   |                        | (81           
|                                                               |                                                          |                        |               
|                                                               |                                                          | Total interest income  |               
|                                                               |                                                          |                        |               
|Interest expense                                               |                                                          |                        |               
|                                                               | Interest-bearing DDA, savings, and money market accounts | $                      | 1,305         
|                                                               | Certificates of deposit                                  |                        | 5,986         
|                                                               | Borrowings                                               |                        | 2,911         
|                                                               | Subordinated debentures                                  |                        | 769           
|                                                               |                                                          |                        |               
|                                                               |                                                          | Total interest expense |               
|                                                               |                                                          |                        |               
|Change in net interest income                                  | $                                                        | 9,672                  |               
|                                                               |                                                          |                        |               
|Change in tax equivalent adjustment                            |                                                          |                        |               
|                                                               |                                                          |                        |               
|Change in net interest income before tax equivalent adjustment |                                                          |                        |               
|                                                               |                                                          |                        |               

Provision for Loan Losses

The Company expensed $5,745 in provision for loan losses in 2007. This level of provision allowed the Company to maintain an adequate allowance for loan losses.
This topic is discussed in detail under the heading "Loans, Credit Risk and the Allowance and Provision for Loan Losses".

Non-interest Income and Expense

|                     |                                                    |                            |        |        |   |        | Percent Change
|-------------------- | -------------------------------------------------- | -------------------------- | ------ | ------ | - | ------ | --------------
|
|
|Non-interest income  |                                                    |                            |        |        |   |        |               
|                     | Insurance commissions                              | $                          | 1,864  |        | $ | 1,821  |               
|                     | Mortgage banking                                   |                            | 2,921  |        |   | 2,279  |               
|                     | Trust and investment product fees                  |                            | 1,569  |        |   | 1,187  |               
|                     | Service charges on deposit accounts                |                            | 13,312 |        |   | 9,491  |               
|                     | Net realized gains/(losses) on securities sales    |                            | 114    |        |   | 145    |               
|                     | Increase in cash surrender value of life insurance |                            | 1,535  |        |   | 1,255  |               
|                     | Interchange income                                 |                            | 3,159  |        |   | 2,617  |               
|                     | Other                                              |                            | 3,652  |        |   | 4,244  |               
|                     |                                                    |                            |        |        |  
|                     |                                                    | Total non-interest income  | $      | 28,126 |   | $      | 23,039        
|                     |                                                    |                            |        |        |  
|Non-interest expense |                                                    |                            |        |        |   |        |               
|                     | Salaries and employee benefits                     | $                          | 38,063 |        | $ | 33,073 |               
|                     | Net occupancy                                      |                            | 5,347  |        |   | 4,755  |               
|                     | Equipment                                          |                            | 5,788  |        |   | 5,361  |               
|                     | Intangibles amortization                           |                            | 2,666  |        |   | 2,236  |               
|                     | Telecommunications                                 |                            | 1,924  |        |   | 1,916  |               
|                     | Stationery, printing, and supplies                 |                            | 1,475  |        |   | 1,408  |               
|                     | Other                                              |                            | 12,757 |        |   | 10,893 |               
|                     |                                                    |                            |        |        |  
|                     |                                                    | Total non-interest expense | $      | 68,020 |   | $      | 59,642        
|                     |                                                    |                            |        |        |  

15

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Non-interest Income

Non-interest income was $28,126 for 2007 compared to $23,039 for the same period in 2006. The acquisitions closed in 2006 were the primary driver of
this increase as the Company realized the full-year effect in 2007. Non-interest income as a percent of non-interest expense was 41.3% for 2007 compared to 38.6% for 2006.

Total
non-interest income was $23,039 for 2006 compared to $17,332 for 2005, an increase of $5,707 and 32.9% The primary drivers of the increase in non-interest income were the
acquisitions of the three whole banks in 2006 and the change in securities gains and losses year over year. In total, the acquisitions accounted for approximately $2,175 of non-interest income with
approximately half of this income related to service charges on deposit accounts. In 2005, the Company incurred net losses on securities sales of $2,179 compared to net gains on securities sales of
$145 in 2006. The securities losses incurred in 2005 were primarily related to the portfolio restructuring that took place at the end of 2005. This restructuring involved the sale of
$85 million in under-performing securities and resulted in a pre-tax loss of $2.7 million.

Non-interest Expense

Total non-interest expense was $68,020 in 2007 compared to $59,642 in 2006, an increase of $8,378 and 14.0%. The full-year effect of the 2006
acquisitions was the primary driver of this increase and added approximately $6 million of expenses to 2007. In addition, the Company incurred approximately $900 of expenses related to the data
processing system conversions of its Hobart and Crawfordsville, Indiana affiliates.

Total
non-interest expense was $59,642 in 2006 compared to $48,576 in 2005, an increase of $11,066 and 22.8%. The primary driver of the increase in non-interest expense was the
acquisitions of the three whole banks in 2006. As a result of the 2006 bank acquisitions, the Company added 18 offices to its branch network bringing its total to 80 at the end of 2006. In
total, the acquisitions accounted for approximately $9,700 of non-interest expense in 2006 with approximately half of this expense related to salaries and employee benefits. Excluding
acquisition-related activity, the Company's non-interest expense would have been approximately $49,950 in 2006, an increase of 2.8%.

Income Taxes

The effective tax rate was 24.0% in 2007, 25.5% in 2006, and 24.2% in 2005. The decrease in the Company's effective tax rate from 2006 to 2007 was primarily
attributable to the purchase of a new markets tax credit investment in 2007. The Company and its subsidiaries file consolidated income tax returns.

Balance Sheet

At December 31, 2007, total assets were $2,536,437 compared to $2,429,773 at December 31, 2006, an increase of $107 million. The increase was
primarily attributable to the organic growth in the Company's loan portfolio, which grew by $119 million.

Loans, Credit Risk and the Allowance and Provision for Loan Losses

Loans remain the Company's largest concentration of assets and continue to represent the greatest potential risk. The loan underwriting standards observed by the
Company's subsidiaries are viewed by management as a means of controlling problem loans and the resulting charge-offs.

The
Company's conservative loan underwriting standards have historically resulted in higher loan quality and generally lower levels of net charge-offs than peer group averages. The
Company also believes credit risks may be elevated if undue concentrations of loans in specific industry segments and to out-of-area borrowers are incurred. Accordingly, the
Company's Board of Directors regularly monitors such concentrations to determine compliance with its loan concentration policy. The Company believes it has no undue concentrations of loans.

Total
loans (excluding those held for sale) increased by $119 million from year-end 2006. The increase in commercial loans (including commercial real estate and construction and
development loans) was the primary driver of this increase. In total, commercial loans grew by $133 million, or approximately 20%. Residential real estate loans continue to represent the
largest portion of the total loan portfolio. With the acquisition of the three thrift institutions in 2006 and their corresponding large residential real estate portfolios, such loans represented 46%
of total loans at December 31, 2007 compared to 50% of total loans at the end of 2006.

The
following table details the Company's loan portfolio by type of loan.

16

---



Loan Portfolio

|                                  | December 31
|--------------------------------- | -----------
|
|
|Types of loans                    |            
|Commercial and industrial         | $          
|Agricultural production financing |            
|Farm real estate                  |            
|Commercial real estate mortgage   |            
|Residential real estate mortgage  |            
|Construction and development      |            
|Consumer                          |            
|                                  |            
|                                  | Total loans
|                                  |            

The following table indicates the amounts of loans (excluding residential and commercial mortgages and consumer loans) outstanding as of December 31, 2007
which, based on remaining scheduled repayments of principal, are due in the periods indicated.

Maturities and Sensitivity to Changes in Interest Rates of Commercial and Construction Loans

|                 | Due:      Within 1 Year           |         | 15 Years |         | Over 5 years |        | Total 
|---------------- | --------------------------------- | ------- | --------- | ------- | ------------ | ------ | ------
|
|Loan Type        |                                   |         |           |         |              |        |       
|                 | Commercial and industrial         | $       | 112,559   |         | $            | 47,874 |       
|                 | Agricultural production financing |         | 23,274    |         |              | 4,417  |       
|                 | Construction and development      |         | 91,800    |         |              | 21,613 |       
|                 |                                   |        
|                 |                                   | Totals  | $         | 227,633 |              | $      | 73,904
|                 |                                   |        
|                 |                                   | Percent |           | 62%     |              |        | 20%   
|                 |                                   |        
|Rate Sensitivity |                                   |         |           |         |              |        |       
|                 | Fixed Rate                        | $       | 28,303    |         | $            | 33,220 |       
|                 | Variable Rate                     |         | 249,735   |         |              | 27,617 |       
|                 |                                   |        
|                 |                                   | Totals  | $         | 278,038 |              | $      | 60,837
|                 |                                   |        

The Company regards its ability to identify and correct loan quality problems as one of its greatest strengths. Loans are placed on "non-accrual" status when, in
management's judgment, the collateral value and/or the borrower's financial condition does not justify accruing interest. As a general rule, commercial and real estate loans are reclassified to
nonaccrual status at or before becoming 90 days past due. Interest previously recorded is reversed and charged against current income. Subsequent interest payments collected on nonaccrual loans
are thereafter applied as a reduction of the loan's principal balance. Non-performing loans were $20,493 as of December 31, 2007 compared to $17,481 as of December 31, 2006
and represented 1.21% of total loans at December 31, 2007 versus 1.11% one year ago.

The
following table details the Company's non-performing loans as of December 31 for the years indicated.

Non-performing Loans

|                                                      | 2007             |        | 2006   |   | 2005   |        | 2004 |       | 2003  
|----------------------------------------------------- | ---------------- | ------ | ------ | - | ------ | ------ | ---- | ----- | ------
|
|Nonaccruing loans                                     | $                | 18,800 |        | $ | 16,021 |        | $    | 9,984 |       
|Accruing loans contractually past due 90 days or more |                  | 1,693  |        |   | 1,460  |        |      | 233   |       
|                                                      |                 
|                                                      | Total            | $      | 20,493 |   | $      | 17,481 |      | $     | 10,217
|                                                      |                 
|                                                      | % of total loans |        | 1.21%  |   |        | 1.11%  |      |       | 1.07% 

The provision for loan losses was $5,745 in 2007, $1,819 in 2006, and $1,040 in 2005. The increase in the Company's provision in 2007 was primarily due to the
increase in non-performing loans and the increase in net charge-offs during 2007. In addition, the Company allocated additional reserve dollars in the fourth quarter of 2007 to cover its potential
exposure in its $50 million land development loan portfolio. Net charge-offs were $4,206 in 2007 compared to $3,363 in 2006 and $3,299 in 2005. As a percentage of average loans, net charge-offs
equaled .26%, .25%, and .35% in 2007, 2006 and 2005, respectively.

17

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Summary of the Allowance for Loan Losses

|                                           | 2007                             |                  | 2006  |       | 2005   |       | 2004  |        | 2003 
|------------------------------------------ | -------------------------------- | ---------------- | ----- | ----- | ------ | ----- | ----- | ------ | -----
|
|Balance at January 1                       | $                                | 12,792           |       | $     | 10,441 |       | $     | 11,698 |      
|Chargeoffs                                 |                                  |                  |       |       |        |       |       |        |      
|                                           | Commercial                       |                  | 1,642 |       |        | 1,653 |       |        | 1,164
|                                           | Commercial real estate mortgage  |                  | 136   |       |        |      |       |        | 594  
|                                           | Residential real estate mortgage |                  | 446   |       |        | 412   |       |        | 869  
|                                           | Consumer                         |                  | 3,134 |       |        | 1,834 |       |        | 956  
|                                           |                                 
|                                           |                                  | Total Chargeoffs |       | 5,358 |        |       | 3,899 |        |      
|                                           |                                 
|Recoveries                                 |                                  |                  |       |       |        |       |       |        |      
|                                           | Commercial                       |                  | 258   |       |        | 65    |       |        | 46   
|                                           | Commercial real estate mortgage  |                  |      |       |        |      |       |        |     
|                                           | Residential real estate mortgage |                  | 26    |       |        | 66    |       |        | 35   
|                                           | Consumer                         |                  | 868   |       |        | 405   |       |        | 203  
|                                           |                                 
|                                           |                                  | Total Recoveries |       | 1,152 |        |       | 536   |        |      
|                                           |                                 
|Net Chargeoffs                             |                                  | 4,206            |       |       | 3,363  |       |       | 3,299  |      
|Addition resulting from acquisition        |                                  |                 |       |       | 3,895  |       |       | 1,002  |      
|Provision for loan losses                  |                                  | 5,745            |       |       | 1,819  |       |       | 1,040  |      
|                                           |                                 
|Balance at December 31                     | $                                | 14,331           |       | $     | 12,792 |       | $     | 10,441 |      
|                                           |                                 
|Net Chargeoffs to average loans            |                                  | 0.26%            |       |       | 0.25%  |       |       | 0.35%  |      
|Provision for loan losses to average loans |                                  | 0.36%            |       |       | 0.13%  |       |       | 0.11%  |      
|Allowance to total loans at year end       |                                  | 0.85%            |       |       | 0.81%  |       |       | 1.09%  |      
|                                           |                                 

Allocation of the Allowance for Loan Losses

|            | 2007                         |                   | 2006  |        | 2005 |     | 2004  |       | 2003   |   
|----------- | ---------------------------- | ----------------- | ----- | ------ | ---- | --- | ----- | ----- | ------ | --
|
|
|Real estate |                              |                   |       |        |      |     |       |       |        |   
|            | Residential                  | $                 | 2,652 |        | 46   | %   | $     | 2,514 |        | 50
|            | Farm real estate             |                   | 251   |        | 3    |     |       | 247   |        | 3 
|            | Commercial                   |                   | 4,386 |        | 22   |     |       | 4,045 |        | 21
|            | Construction and development |                   | 1,085 |        | 7    |     |       | 359   |        | 5 
|            |                              |                  
|            |                              | Total real estate |       | 8,374  |      | 78  |       |       | 7,165  |   
|            |                              |                  
|Commercial  |                              |                   |       |        |      |     |       |       |        |   
|            | Agribusiness                 |                   | 167   |        | 2    |     |       | 138   |        | 2 
|            | Other commercial             |                   | 2,593 |        | 13   |     |       | 2,189 |        | 11
|            |                              |                  
|            |                              | Total Commercial  |       | 2,760  |      | 15  |       |       | 2,327  |   
|            |                              |                  
|Consumer    |                              | 3,114             |       | 7      |      |     | 2,053 |       | 8      |   
|Unallocated |                              | 83                |       |        |      |     | 1,247 |       |        |   
|            |                              |                  
|            |                              | Total             | $     | 14,331 |      | 100 | %     | $     | 12,792 |   
|            |                              |                  

The unallocated portion of the Company's allowance for loan losses increased significantly in 2006 as a result of the three whole bank acquisitions and those
banks' differing approaches to computing the allowance. During 2007, the acquired entities' loans were subject to the Company's loan review process and fully integrated into the Company's allowance
for loan losses allocation methodology. As a result of this process, the allowance dollars were allocated to the appropriate loan categories and the unallocated portion decreased.

Management
maintains a list of loans warranting either the assignment of a specific reserve amount or other special administrative attention. This watch list, together with a listing of
all classified loans, nonaccrual loans and delinquent loans, is reviewed monthly by the Board of Directors of each banking subsidiary. Additionally, the Company evaluates its consumer and

18

---



residential
real estate loan pools for probable losses incurred based on historical trends, adjusted by current delinquency and non-performing loan levels.

The
ability to absorb loan losses promptly when problems are identified is invaluable to a banking organization. Most often, losses incurred as a result of prompt, aggressive collection
actions are much lower than losses incurred after prolonged legal proceedings. Accordingly, the Company observes the practice of quickly initiating stringent collection efforts in the early stages of
loan delinquency.

The
adequacy of the allowance for loan losses in each subsidiary is reviewed at least quarterly. The determination of the provision amount in any period is based upon management's
continuing review and evaluation of loan loss experience, changes in the composition of the loan portfolio, classified loans including non-accrual and impaired loans, current economic conditions, the
amount of loans presently outstanding, and the amount and composition of loan growth. The Company's allowance for loan losses was $14,331, or 0.85% of total loans, at December 31, 2007 compared
to $12,792, or 0.81% of total loans, at the end of 2006.

During
2006 the Company purchased certain loans that were subject to the accounting treatment under SOP 03-3 (see Note 4 to the Consolidated Financial
Statements). At the time of acquisition, these loans had evidence of credit deterioration. In applying this accounting standard, an allowance for loan losses amount was not carried over or established
for these loans. Instead these loans are carried at their fair value at date of acquisition including consideration of expected cash flows to be received. The valuation allowance for these purchased
loans as of December 31, 2007 was $1,032. Before the adoption of SOP 03-3, this valuation allowance would have been included in the allowance for loan losses balance. Had
this amount been included in the allowance for loan losses amount at December 31, 2007, the allowance would have been $15,363, or 0.91% of total loans.

Securities

Securities offer flexibility in the Company's management of interest rate risk, and are the primary means by which the Company provides liquidity and responds to
changing maturity characteristics of assets and liabilities. The Company's investment policy prohibits trading activities and does not allow investment in high-risk derivative products or
junk bonds.

As
of December 31, 2007, all of the securities are classified as "available for sale" ("AFS") and are carried at fair value with unrealized gains and losses, net of taxes,
excluded from earnings and reported as a separate component of shareholders' equity. A net unrealized gain of $1,958 was recorded to adjust the AFS portfolio to current market value at
December 31, 2007 compared to a net unrealized loss of $2,291 at December 31, 2006.

Investment Securities(Carrying Values at December 31)

|                        | Within 1 Year               |                          | 25 Yrs |        | 610 Yrs |        | Beyond 10 Years |       | Total
2007
|----------------------- | --------------------------- | ------------------------ | ------- | ------ | -------- | ------ | --------------- | ----- | ----------
|
|Available for sale      |                             |                          |         |        |          |        |                 |       |           
|                        | Federal agencies            | $                        | 12,877  |        | $        | 11,285 |                 | $     | 7,802     
|                        | State and municipal         |                          | 1,707   |        |          | 13,416 |                 |       | 51,510    
|                        | Mortgage-backed securities  |                          |        |        |          |       |                 |       | 36,822    
|                        | Equity and other securities |                          | 1,506   |        |          | 761    |                 |       | 0         
|                        |                            
|                        |                             | Total available for sale | $       | 16,090 |          | $      | 25,462          |       | $         
|                        |                            
|Weighted average yield* |                             | 5.19%                    |         |        | 5.03%    |        |                 | 5.13% |           

---

Amounts in the table above are based on scheduled maturity dates. Variable interest rates are subject to change not less than annually based upon
certain interest rate indexes. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment
penalties.

As
of December 31, 2007, there were no corporate bonds and other securities which represented more than 10% of shareholders' equity.

For
2007 the tax equivalent yield of the investment securities portfolio was 5.22%, compared to 5.10% and 4.32% for 2006 and 2005, respectively. The average life of the Company's
investment securities portfolio was 4.42 years at December 31, 2007. With a flat to inverted yield curve for a majority of the year, investment activity was focused on sustaining the
strategic positioning of the portfolio. The portfolio concentrations were maintained in mortgage related securities as well as tax exempt securities with a focus on discounted product. Entering 2008
the portfolio continues to remain positioned for long term performance with an emphasis on stable cash flows.

19

---





Sources of Funds

The Company relies primarily on customer deposits and securities sold under agreement to repurchase ("repurchase agreements"), along with shareholders' equity to
fund earning assets. Federal Home Loan Bank ("FHLB") advances are used to provide additional funding. The Company also attempts to obtain deposits through branch and whole bank acquisitions.

Deposits
generated within local markets provide the major source of funding for earning assets. Average total deposits were 85.0% and 86.4% of total average earning assets in 2007 and
2006, respectively. Total interest-bearing deposits averaged 89.6% and 89.2% of average total deposits during 2007 and 2006. Management is continuing its efforts to increase the percentage of
transaction-related deposits to total deposits due to the positive effect on earnings.

Repurchase
agreements are high denomination investments utilized by public entities and commercial customers as an element of their cash management responsibilities. During 2007,
repurchase agreements averaged $37,296, with an average cost of 3.05%.

Another
source of funding is the Federal Home Loan Bank (FHLB). The Company had FHLB advances of $257,099 outstanding at December 31, 2007. These advances have interest rates
ranging from 3.4% to 6.4% (see note 9 to the consolidated financial statements for the maturity schedule of these advances). The Company averaged $224,624 in FHLB advances during 2007 compared
to $176,895 during 2006. This increase in the average balance of FHLB borrowings was primarily due to the full-year effect of the acquisitions of the thrift institutions in 2006 and their
significant reliance on wholesale borrowings.

Average Deposits

|                        | 2007 |           | 2006 |      | 2005 |  
|----------------------- | ---- | --------- | ---- | ---- | ---- | -
|
|
|
|Demand                  | $    | 190,162   |      |      |      | $
|Interest Bearing Demand |      | 446,152   |      | 1.93 | %    |  
|Savings/Money Markets   |      | 330,541   |      | 1.89 |      |  
|Certificates of Deposit |      | 864,074   |      | 4.49 |      |  
|                        |      |           |      |      |      |  
|Totals                  | $    | 1,830,929 |      | 2.93 | %    | $
|                        |      |           |      |      |      |  

As of December 31, 2007, certificates of deposit and other time deposits of $100 or more mature as follows:

|        | 3 months or less |        | 46 months |   | 612 months |  | over 12 months |        | Total
|------- | ---------------- | ------ | ---------- | - | ----------- |  | -------------- | ------ | -----
|
|Amount  | $                | 98,558 |            | $ | 59,882      |  | $              | 43,008 |      
|Percent |                  | 41%    |            |   | 25%         |  |                | 18%    |      

Capital Resources

The Federal Reserve Board and other regulatory agencies have adopted risk-based capital guidelines that assign risk weightings to assets and
off-balance sheet items. The Company's core capital ("Tier 1") consists of common shareholders' equity adjusted for unrealized gains or losses on available for sale (AFS) securities
plus limited amounts of Trust Preferred Securities less goodwill and intangible assets. Total capital consists of core capital, certain debt instruments and a portion of the allowance for loan losses.
At December 31, 2007, Tier 1 capital to average assets was 7.1%. Total capital to risk-weighted assets was 10.8%. Both ratios exceed all required ratios established for bank
holding companies. Risk-adjusted capital levels of each of the Company's subsidiary banks exceed regulatory definitions of well-capitalized institutions.

The
Trust Preferred Securities (which are classified as subordinated debentures) qualify as Tier 1 capital or core capital with respect to the Company under the
risk-based capital guidelines established by the Federal Reserve. Under such guidelines, capital received from the proceeds of the sale of these securities cannot constitute more than 25%
of the total Tier 1 capital of the Company. Consequently, the amount of Trust Preferred Securities in excess of the 25% limitation constitutes Tier 2 capital, or supplementary capital,
of the Company. As of December 31, 2007, all of the Company's Trust Preferred Securities qualify as Tier 1 capital.

Common
shareholders' equity is impacted by the Company's decision to categorize its securities portfolio as available for sale (AFS). Securities in this category are carried at fair
value, and common shareholders' equity is adjusted to reflect unrealized gains and losses, net of taxes.

The
Company declared and paid common dividends of $.555 per share in 2007 compared to $.529 and $.495 in 2006 and 2005 respectively. Book value per common share increased to $14.22 at
December 31, 2007 compared to $13.50 at the end of 2006. The net adjustment for AFS securities increased book value per share by $.07 at December 31, 2007 and decreased book value per
share by $.08 at December 31, 2006. Depending on market conditions, the adjustment for AFS securities can cause significant fluctuations in shareholders' equity.

20

---



Liquidity

Liquidity management involves maintaining sufficient cash levels to fund operations and to meet the requirements of borrowers, depositors and creditors. Higher
levels of liquidity bear higher corresponding costs, measured in terms of lower yields on short-term, more liquid earning assets and higher interest expense involved in extending liability
maturities. Liquid assets include cash and cash equivalents, loans and securities maturing within one year and money market instruments. In addition, the Company holds approximately
$416 million of AFS securities maturing after one year, which can be sold to meet liquidity needs.

Maintaining
a relatively stable funding base, which is achieved by diversifying funding sources, supports liquidity, extends the contractual maturity of liabilities, and limits reliance
on volatile short-term purchased funds. Short-term funding needs may arise from declines in deposits or other funding sources, funding of loan commitments and requests for new
loans. The Company's strategy is to fund assets to the maximum extent possible with core deposits, which provide a sizable source of relatively stable low-cost funds. The Company defines
core deposits as all deposits except certificates of deposits greater than $100. Average core deposits funded approximately 71.6% of total earning assets during 2007 and approximately 74.1% in 2006.

Management
believes the Company has sufficient liquidity to meet all reasonable borrower, depositor and creditor needs in the present economic environment. The Company has not received
any directives from regulatory authorities that would materially affect liquidity, capital resources or operations.

Contractual Obligations as of December 31, 2007

|                        | Total |         | Less than 1 Year |   | 13 Years |         | 35 Years |         | More than 5 Years
|----------------------- | ----- | ------- | ---------------- | - | --------- | ------- | --------- | ------- | -----------------
|
|Time Deposits           | $     | 822,668 |                  | $ | 661,929   |         | $         | 135,623 |                  
|FHLB Advances           |       | 257,099 |                  |   | 89,273    |         |           | 81,978  |                  
|Subordinated Debentures |       | 41,239  |                  |   |          |         |           |        |                  
|                        |      
|                        | Total | $       | 1,121,006        |   | $         | 751,202 |           | $       | 217,601          
|                        |      

Interest Rate Risk Management

Interest rate risk is the exposure of the Company's financial condition to adverse changes in market interest rates. In an effort to estimate the impact of
sustained interest rate movements to the Company's earnings, the Company monitors interest rate risk through computer-assisted simulation modeling of its net interest income. The Company's simulation
modeling monitors the potential impact to net interest income under various interest rate scenarios. The Company's objective is to actively manage its asset/liability position within a
one-year interval and to limit the risk in any of the interest rate scenarios to a reasonable level of tax-equivalent net interest income within that interval. The Company
monitors compliance within established guidelines of the Funds Management Policy. See Item 7A. Quantitative and Qualitative Disclosures About Market Risk section for further discussion
regarding interest rate risk.

Critical Accounting Policies

The accounting and reporting policies of the Company comply with accounting principles generally accepted in the United States and conform to general practices
within the banking industry. These policies require estimates and assumptions. Changes in underlying factors, assumptions, or estimates in any of these areas could have a material impact on the
Company's future financial condition and results of operations. In management's opinion, some of these areas have a more significant impact than others on the Company's financial reporting. These
areas currently include accounting for the allowance for loan losses and goodwill.

Allowance
for Loan Losses  The level of the allowance for loan losses is based upon management's evaluation of the loan and lease portfolios, past loan loss
experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower's ability to repay (including the timing of future payments), the estimated value of any
underlying collateral, composition of the loan portfolio, economic conditions, and other pertinent factors. This evaluation is inherently subjective as it requires material estimates including the
amounts and timing of future cash flows expected to be received on impaired loans that may be susceptible to significant change. The level of allowance maintained is believed by management to be
adequate to cover losses inherent in the portfolio. The allowance is increased by provisions charged to expense and decreased by charge-offs, net of recoveries of amounts previously
charged-off.

Goodwill 
Statement of Financial Accounting Standards No. 141 "Business Combinations" and No. 142 "Goodwill and Other Intangible Assets" were issued in
June of 2001 and were effective for fiscal years beginning after December 15, 2001. Under these rules, goodwill and intangible assets deemed to have indefinite lives, if any, will no longer be
amortized, but will be subject to annual impairment tests in accordance with the Statements. The Company has selected June 30 as its date for annual impairment testing.

21

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New Accounting Matters

See Note 1 to the Consolidated Financial Statements regarding the adoption of new accounting standards in 2007.

ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company's exposure to market risk is reviewed on a regular basis by the Asset/Liability Committees and Boards of Directors of the Company and its subsidiary
banks. Primary market risks, which impact the Company's operations, are liquidity risk and interest rate risk, as discussed above.

As
discussed previously, the Company monitors interest rate risk by the use of computer simulation modeling to estimate the potential impact on its net interest income under various
interest rate scenarios. Another method by which the Company's interest rate risk position can be estimated is by computing estimated changes in its net portfolio value ("NPV"). This method estimates
interest rate risk exposure from movements in interest rates by using interest rate sensitivity analysis to determine the change in the NPV of discounted cash flows from assets and liabilities.
Computations are based on a number of assumptions, including the relative levels of market interest rates and prepayments in mortgage loans and certain types of investments. These computations do not
contemplate any actions management may undertake in response to changes in interest rates, and should not be relied upon as indicative of actual results. In addition, certain shortcomings are inherent
in the method of computing NPV. Should interest rates remain or decrease below current levels, the proportion of adjustable rate loans could decrease in future periods due to refinancing activity. In
the event of an interest rate change, prepayment levels would likely be different from those assumed in the table. Lastly, the ability of many borrowers to repay their adjustable rate debt may decline
during a rising interest rate environment.

The
following table provides an assessment of the risk to NPV in the event of sudden and sustained 1% and 2% increases and decreases in prevailing interest rates. The table indicates
that as of December 31, 2007 the Company's estimated NPV might be expected to increase in the event of an increase in prevailing interest rates, and might be expected to decrease in the event
of a decrease to prevailing interest rates (dollars in thousands).

| | Change in Rates |  | $ Amount |  | % Change |         | NPV Ratio |      | Change |     
| | --------------- |  | -------- |  | -------- | ------- | --------- | ---- | ------ | ----
|
| | +2%             |  | 172,239  |  | $        | (45,749 | )         | 7.28 | %      | (193
| | +1%             |  | 201,515  |  |          | (16,473 | )         | 8.52 | %      | (70 
| | Base            |  | 217,988  |  |          |        |           | 9.22 | %      |    
| | -1%             |  | 221,195  |  |          | 3,207   |           | 9.36 | %      | 14  
| | -2%             |  | 195,596  |  |          | (22,392 | )         | 8.27 | %      | (95 

The above discussion, and the portions of MANAGEMENT'S DISCUSSION AND ANALYSIS in Item 7 of this Report that are referenced in the above discussion
contains statements relating to future results of the Company that are considered "forward-looking-statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These
statements relate to, among other things, simulation of the impact on net interest income from changes in interest rates. Actual results may differ materially from those expressed or implied therein
as a result of certain risks and uncertainties, including those risks and uncertainties expressed above, those that are described in MANAGEMENT'S DISCUSSION AND ANALYSIS in Item 7 of this
Report, those that are described in Item 1 of this Report, "Business," under the caption "Forward-Looking-Statements and Associated Risks," and those that are described in Item 1A of
this Report, "Risk Factors", all of which discussions are incorporated herein by reference.

22

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ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

|GRAPHIC                                                 
|--------------------------------------------------------
|Crowe Chizek and Company LLCMember Horwath International

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board
of Directors and Shareholders
MainSource Financial Group, Inc.
Greensburg, Indiana

We
have audited the accompanying consolidated balance sheets of MainSource Financial Group, Inc. as of December 31, 2007 and 2006 and the related consolidated statements of
income, changes in shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2007. We also have audited MainSource Financial Group, Inc.'s
internal control over financial reporting as of December 31, 2007, based on criteria established inInternal Control  Integrated
Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). MainSource Financial Group, Inc.'s management is responsible for these
financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the
accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on these financial statements and an opinion on the company's internal
control over financial reporting based on our audits.

We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material
respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control
based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our
opinions.

A
company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In
our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of MainSource Financial Group, Inc. as of
December 31, 2007 and 2006, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2007, in conformity with accounting
principles generally accepted in the United States of America. Also, in our opinion MainSource Financial Group, Inc. maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2007, based on criteria established inInternal Control  Integrated Frameworkissued
by the COSO.

|                                    | Crowe Chizek and Company LLC
|----------------------------------- | ----------------------------
|Louisville, Kentucky
March 12, 2008 |                             

23

---





MAINSOURCE FINANCIAL GROUP, INC.  CONSOLIDATED BALANCE SHEETS  (Dollar amounts in thousands except per share data)

|                                                 | December 31,
2007                                                       |                                                | December 31,
2006                          |          
|------------------------------------------------ | ----------------------------------------------------------------------- | ---------------------------------------------- | ------------------------------------------ | ---------
|
|Assets                                           |                                                                         |                                                |                                            |          
|                                                 | Cash and due from banks                                                 | $                                              | 81,660                                     |          
|                                                 | Money market funds and federal funds sold                               |                                                | 2,995                                      |          
|                                                 |                                                                         |                                               
|                                                 |                                                                         | Cash and cash equivalents                      |                                            | 84,655   
|                                                 | Interest bearing time deposits                                          |                                                | 116                                        |          
|                                                 | Securities available for sale                                           |                                                | 489,739                                    |          
|                                                 | Loans held for sale                                                     |                                                | 2,439                                      |          
|                                                 | Loans, net of allowance for loan losses of $14,331 and $12,792          |                                                | 1,679,347                                  |          
|                                                 | Restricted stock, at cost                                               |                                                | 22,947                                     |          
|                                                 | Premises and equipment, net                                             |                                                | 40,483                                     |          
|                                                 | Goodwill                                                                |                                                | 122,046                                    |          
|                                                 | Purchased intangible assets                                             |                                                | 13,278                                     |          
|                                                 | Cash surrender value of life insurance                                  |                                                | 41,420                                     |          
|                                                 | Interest receivable and other assets                                    |                                                | 39,967                                     |          
|                                                 |                                                                         |                                               
|                                                 |                                                                         |                                                | Total assets                               | $        
|                                                 |                                                                         |                                               
|Liabilities                                      |                                                                         |                                                |                                            |          
|                                                 | Deposits                                                                |                                                |                                            |          
|                                                 |                                                                         | Noninterest bearing                            | $                                          | 200,753  
|                                                 |                                                                         | Interest bearing                               |                                            | 1,701,076
|                                                 |                                                                         |                                               
|                                                 |                                                                         |                                                | Total deposits                             |          
|                                                 | Other borrowings                                                        |                                                | 50,156                                     |          
|                                                 | Federal Home Loan Bank (FHLB) advances                                  |                                                | 257,099                                    |          
|                                                 | Subordinated debentures                                                 |                                                | 41,239                                     |          
|                                                 | Other liabilities                                                       |                                                | 22,012                                     |          
|                                                 |                                                                         |                                               
|                                                 |                                                                         |                                                | Total liabilities                          |          
|Commitments and contingent liabilities (Note 14) |                                                                         |                                                |                                            |          
|Shareholders' equity                             |                                                                         |                                                |                                            |          
|                                                 | Preferred stock, no par value                                           |                                                |                                            |          
|                                                 |                                                                         | Authorized shares  400,000                    |                                            |          
|                                                 |                                                                         | Issued and outstanding shares  none           |                                            |         
|                                                 | Common stock $.50 stated value:                                         |                                                |                                            |          
|                                                 |                                                                         | Authorized shares  25,000,000                 |                                            |          
|                                                 |                                                                         | Issued shares  19,151,759 and 18,240,772      |                                            |          
|                                                 |                                                                         | Outstanding shares  18,570,139 and 17,859,603 |                                            | 9,610    
|                                                 | Common stock to be distributed for stock dividend, 0 and 912,038 shares |                                                |                                           |          
|                                                 | Treasury stock  581,620 and 381,169, at cost                           |                                                | (9,487                                     | )        
|                                                 | Additional paid-in capital                                              |                                                | 196,712                                    |          
|                                                 | Retained earnings                                                       |                                                | 65,999                                     |          
|                                                 | Accumulated other comprehensive income/(loss)                           |                                                | 1,268                                      |          
|                                                 |                                                                         |                                               
|                                                 |                                                                         |                                                | Total shareholders' equity                 |          
|                                                 |                                                                         |                                               
|                                                 |                                                                         |                                                | Total liabilities and shareholders' equity | $        
|                                                 |                                                                         |                                               

The accompanying notes are an integral part of these consolidated financial statements.

24

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MAINSOURCE FINANCIAL GROUP, INC.  CONSOLIDATED STATEMENTS OF INCOME  YEARS ENDED DECEMBER 31, 2007, 2006, AND 2005  (Dollar amounts in thousands except per share data)

|                                                    | 2007                                               |                            | 2006       |         | 2005   |       
|--------------------------------------------------- | -------------------------------------------------- | -------------------------- | ---------- | ------- | ------ | ------
|
|Interest income                                     |                                                    |                            |            |         |        |       
|                                                    | Loans, including fees                              | $                          | 119,546    |         | $      | 97,121
|                                                    | Securities                                         |                            |            |         |        |       
|                                                    |                                                    |                            | Taxable    |         | 19,621 |       
|                                                    |                                                    |                            | Tax exempt |         | 4,954  |       
|                                                    | Federal funds sold and money market funds          |                            | 575        |         |        | 394   
|                                                    | Deposits with financial institutions               |                            | 131        |         |        | 141   
|                                                    |                                                    |                           
|                                                    |                                                    | Total interest income      |            | 144,827 |        |       
|                                                    |                                                    |                           
|Interest expense                                    |                                                    |                            |            |         |        |       
|                                                    | Deposits                                           |                            | 53,673     |         |        | 39,282
|                                                    | Federal Home Loan Bank advances                    |                            | 10,894     |         |        | 8,704 
|                                                    | Subordinated debentures                            |                            | 3,333      |         |        | 2,475 
|                                                    | Other borrowings                                   |                            | 2,530      |         |        | 2,002 
|                                                    |                                                    |                           
|                                                    |                                                    | Total interest expense     |            | 70,430  |        |       
|                                                    |                                                    |                           
|Net interest income                                 |                                                    | 74,397                     |            |         | 68,268 |       
|                                                    | Provision for loan losses                          |                            | 5,745      |         |        | 1,819 
|                                                    |                                                    |                           
|Net interest income after provision for loan losses |                                                    | 68,652                     |            |         | 66,449 |       
|Non-interest income                                 |                                                    |                            |            |         |        |       
|                                                    | Insurance commissions                              |                            | 1,864      |         |        | 1,821 
|                                                    | Mortgage banking                                   |                            | 2,921      |         |        | 2,279 
|                                                    | Trust and investment product fees                  |                            | 1,569      |         |        | 1,187 
|                                                    | Service charges on deposit accounts                |                            | 13,312     |         |        | 9,491 
|                                                    | Net realized gains/(losses) on securities          |                            | 114        |         |        | 145   
|                                                    | Increase in cash surrender value of life insurance |                            | 1,535      |         |        | 1,255 
|                                                    | Interchange income                                 |                            | 3,159      |         |        | 2,617 
|                                                    | Other income                                       |                            | 3,652      |         |        | 4,244 
|                                                    |                                                    |                           
|                                                    |                                                    | Total non-interest income  |            | 28,126  |        |       
|Non-interest expense                                |                                                    |                            |            |         |        |       
|                                                    | Salaries and employee benefits                     |                            | 38,063     |         |        | 33,073
|                                                    | Net occupancy expenses                             |                            | 5,347      |         |        | 4,755 
|                                                    | Equipment expenses                                 |                            | 5,788      |         |        | 5,361 
|                                                    | Intangibles amortization                           |                            | 2,666      |         |        | 2,236 
|                                                    | Telecommunications                                 |                            | 1,924      |         |        | 1,916 
|                                                    | Stationery printing and supplies                   |                            | 1,475      |         |        | 1,408 
|                                                    | Other expenses                                     |                            | 12,757     |         |        | 10,893
|                                                    |                                                    |                           
|                                                    |                                                    | Total non-interest expense |            | 68,020  |        |       
|                                                    |                                                    |                           
|Income before income tax                            |                                                    | 28,758                     |            |         | 29,846 |       
|                                                    | Income tax expense                                 |                            | 6,888      |         |        | 7,605 
|                                                    |                                                    |                           
|Net income                                          | $                                                  | 21,870                     |            | $       | 22,241 |       
|                                                    |                                                    |                           
|Net income per share  basic                        | $                                                  | 1.17                       |            | $       | 1.30   |       
|Net income per share  diluted                      | $                                                  | 1.17                       |            | $       | 1.29   |       

The accompanying notes are an integral part of these consolidated financial statements.

25

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MAINSOURCE FINANCIAL GROUP, INC.  CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY  YEARS ENDED DECEMBER 31, 2007, 2006, AND 2005  (Dollar amounts in thousands except per share data)

|                                                     | Common Stock |                                              |                            |       |   |   |        |   |   |         |   |   |         |       
|---------------------------------------------------- | ------------ | -------------------------------------------- | -------------------------- | ----- | - | - | ------ | - | - | ------- | - | - | ------- | ------
|
|
|Balance, January 1, 2005                             | 11,544,939   |                                              | $                          | 5,880 |   | $ | (3,479 | ) | $ | 73,451  |   | $ | 47,371  |       
|                                                     | Net income   |                                              |                            |       |   |   |        |   |   |         |   |   | $       | 16,192
|                                                     |              | Change in fair value of cash flow hedge, net |                            |       |   |   |        |   |   |         |   |   |         |       
|                                                     |              | Change in fair value of securities, net      |                            |       |   |   |        |   |   |         |   |   |         |       
|                                                     |              |                                              |                            |       |   |   |        |   |   |         |   |   |         |       
|                                                     |              |                                              | Total comprehensive income |       |   |   |        |   |   |         |   |   |         |       
|                                                     |              |                                              |                            |       |   |   |        |   |   |         |   |   |         |       
|Cash dividends ($.495 per share)                     |              |                                              |                            |       |   |   |        |   |   |         |   |   | (6,496  | )     
|5% Stock Dividend  Treasury shares                  | (10,562      | )                                            |                            |       |   |   |        |   |   |         |   |   |         |       
|Fractional Shares  5% stock dividend                | (766         | )                                            |                            |       |   |   |        |   |   | (18     | ) |   |         |       
|Exercise of stock options                            | 3,142        |                                              |                            | 1     |   |   | 51     |   |   | (4      | ) |   |         |       
|Purchase of treasury stock                           | (1,209       | )                                            |                            |       |   |   | (27    | ) |   |         |   |   |         |       
|Disposal of insurance division                       | (62,928      | )                                            |                            |       |   |   | (1,380 | ) |   |         |   |   |         |       
|Issuance of common stock                             | 2,000,000    |                                              |                            | 1,000 |   |   |        |   |   | 31,660  |   |   |         |       
|                                                     |              |                                              |                            |       |  
|Balance, December 31, 2005                           | 13,472,616   |                                              |                            | 6,881 |   |   | (4,835 | ) |   | 105,089 |   |   | 57,067  |       
|                                                     |              |                                              |                            |       |  
|                                                     | Net income   |                                              |                            |       |   |   |        |   |   |         |   |   | $       | 22,241
|                                                     |              | Change in fair value of cash flow hedge, net |                            |       |   |   |        |   |   |         |   |   |         |       
|                                                     |              | Change in fair value of securities, net      |                            |       |   |   |        |   |   |         |   |   |         |       
|                                                     |              |                                              |                            |       |   |   |        |   |   |         |   |   |         |       
|                                                     |              |                                              | Total comprehensive income |       |   |   |        |   |   |         |   |   |         |       
|                                                     |              |                                              |                            |       |   |   |        |   |   |         |   |   |         |       
|Stock option expense                                 |              |                                              |                            |       |   |   |        |   |   | 69      |   |   |         |       
|Issuance of common stock in acquisitions             | 4,484,008    |                                              |                            | 2,242 |   |   |        |   |   | 76,945  |   |   |         |       
|Cash dividends ($.529 per share)                     |              |                                              |                            |       |   |   |        |   |   |         |   |   | (8,944  | )     
|Purchase of treasury stock                           | (130,032     | )                                            |                            |       |   |   | (2,290 | ) |   |         |   |   |         |       
|Other                                                | 1,355        |                                              |                            |       |   |   |        |   |   |         |   |   |         |       
|5% Stock Dividend                                    | 912,038      |                                              |                            | 456   |   |   |        |   |   | 14,994  |   |   | (15,450 | )     
|Exercise of stock options                            | 31,656       |                                              |                            | 16    |   |   | 539    |   |   | (309    | ) |   |         |       
|                                                     |              |                                              |                            |       |  
|Balance, December 31, 2006                           | 18,771,641   |                                              |                            | 9,595 |   |   | (6,586 | ) |   | 196,788 |   |   | 54,914  |       
|                                                     |              |                                              |                            |       |  
|                                                     | Net income   |                                              |                            |       |   |   |        |   |   |         |   |   |         | 21,870
|                                                     |              | Change in fair value of securities, net      |                            |       |   |   |        |   |   |         |   |   |         |       
|                                                     |              |                                              |                            |       |   |   |        |   |   |         |   |   |         |       
|                                                     |              |                                              | Total comprehensive income |       |   |   |        |   |   |         |   |   |         |       
|                                                     |              |                                              |                            |       |   |   |        |   |   |         |   |   |         |       
|Stock option expense                                 |              |                                              |                            |       |   |   |        |   |   | 115     |   |   |         |       
|Cash dividends ($.555 per share)                     |              |                                              |                            |       |   |   |        |   |   |         |   |   | (10,374 | )     
|Adjustment to initially apply FASB Interpretation 48 |              |                                              |                            |       |   |   |        |   |   |         |   |   | (411    | )     
|Purchase of treasury stock                           | (212,256     | )                                            |                            |       |   |   | (3,407 | ) |   |         |   |   |         |       
|5% Stock Dividend  Treasury shares                  | (19,058      | )                                            |                            |       |   |   |        |   |   |         |   |   |         |       
|Fractional Shares  5% stock dividend                | (1,051       | )                                            |                            | (1    | ) |   |        |   |   | (17     | ) |   |         |       
|Exercise of stock options                            | 30,863       |                                              |                            | 16    |   |   | 506    |   |   | (174    | ) |   |         |       
|                                                     |              |                                              |                            |       |  
|Balance, December 31, 2007                           | 18,570,139   |                                              | $                          | 9,610 |   | $ | (9,487 | ) | $ | 196,712 |   | $ | 65,999  |       
|                                                     |              |                                              |                            |       |  

The accompanying notes are an integral part of these consolidated financial statements.

26

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MAINSOURCE FINANCIAL GROUP, INC.  CONSOLIDATED STATEMENTS OF CASH FLOW  YEARS ENDED DECEMBER 31, 2007, 2006, AND 2005  (Dollars in thousands)

|                                             | 2007                                                                              |                                                             | 2006                                             |         | 2005     |         
|-------------------------------------------- | --------------------------------------------------------------------------------- | ----------------------------------------------------------- | ------------------------------------------------ | ------- | -------- | --------
|
|Operating Activities                         |                                                                                   |                                                             |                                                  |         |          |         
|                                             | Net income                                                                        | $                                                           | 21,870                                           |         | $        | 22,241  
|                                             | Adjustments to reconcile net income to net cash provided by operating activities: |                                                             |                                                  |         |          |         
|                                             |                                                                                   | Provision for loan losses                                   |                                                  | 5,745   |          |         
|                                             |                                                                                   | Depreciation and amortization                               |                                                  | 4,174   |          |         
|                                             |                                                                                   | Amortization of mortgage servicing rights                   |                                                  | 567     |          |         
|                                             |                                                                                   | Securities amortization, net                                |                                                  | (725    | )        |         
|                                             |                                                                                   | Amortization of core deposit intangibles                    |                                                  | 2,666   |          |         
|                                             |                                                                                   | Increase in cash surrender value of life insurance policies |                                                  | (1,535  | )        |         
|                                             |                                                                                   | Gain on life insurance benefit                              |                                                  |        |          |         
|                                             |                                                                                   | Securities (gains) losses                                   |                                                  | (114    | )        |         
|                                             |                                                                                   | Gain on loans sold                                          |                                                  | (1,166  | )        |         
|                                             |                                                                                   | Loans originated for sale                                   |                                                  | (79,034 | )        |         
|                                             |                                                                                   | Proceeds from loan sales                                    |                                                  | 79,923  |          |         
|                                             |                                                                                   | Stock based compensation expense                            |                                                  | 115     |          |         
|                                             |                                                                                   | Change in other assets and liabilities                      |                                                  | (10,660 | )        |         
|                                             |                                                                                   |                                                            
|                                             |                                                                                   |                                                             | Net cash provided by operating activities        |         | 21,826   |         
|Investing Activities                         |                                                                                   |                                                             |                                                  |         |          |         
|                                             | Net change in short-term investments                                              |                                                             |                                                 |         |          | 210     
|                                             | Proceeds from maturities and payments on securities held to maturity              |                                                             |                                                 |         |          |        
|                                             | Purchases of securities available for sale                                        |                                                             | (140,466                                         | )       |          | (92,757 
|                                             | Proceeds from maturities and payments on securities available for sale            |                                                             | 50,017                                           |         |          | 64,855  
|                                             | Proceeds from sales of securities available for sale                              |                                                             | 91,057                                           |         |          | 26,075  
|                                             | Purchases of restricted stock                                                     |                                                             |                                                 |         |          |        
|                                             | Proceeds from life insurance benefit                                              |                                                             |                                                 |         |          |        
|                                             | Loan originations and payments, net                                               |                                                             | (121,411                                         | )       |          | (17,792 
|                                             | Purchases of premises and equipment                                               |                                                             | (5,718                                           | )       |          | (3,381  
|                                             | Proceeds from redemption of restricted stock                                      |                                                             |                                                 |         |          | 2,628   
|                                             | Cash received (paid) for bank acquisitions, net                                   |                                                             |                                                 |         |          | (2,210  
|                                             |                                                                                   |                                                            
|                                             |                                                                                   |                                                             | Net cash provided (used) by investing activities |         | (126,521 | )       
|Financing Activities                         |                                                                                   |                                                             |                                                  |         |          |         
|                                             | Net change in deposits                                                            |                                                             | 42,140                                           |         |          | 16,992  
|                                             | Net change in other borrowings                                                    |                                                             | 7,850                                            |         |          | 15,790  
|                                             | Repayment of note payable                                                         |                                                             |                                                 |         |          |        
|                                             | Proceeds from FHLB advances                                                       |                                                             | 345,000                                          |         |          | 197,000 
|                                             | Repayment of FHLB advances                                                        |                                                             | (296,344                                         | )       |          | (213,706
|                                             | Proceeds from issuance of subordinated debentures                                 |                                                             |                                                 |         |          | 11,000  
|                                             | Proceeds from common stock issuance                                               |                                                             |                                                 |         |          |        
|                                             | Purchase of treasury shares                                                       |                                                             | (3,407                                           | )       |          | (2,290  
|                                             | Cash dividends and fractional share payments                                      |                                                             | (10,392                                          | )       |          | (8,944  
|                                             | Proceeds from exercise of stock options                                           |                                                             | 348                                              |         |          | 246     
|                                             |                                                                                   |                                                            
|                                             |                                                                                   |                                                             | Net cash provided (used) by financing activities |         | 85,195   |         
|                                             |                                                                                   |                                                            
|Net change in cash and cash equivalents      |                                                                                   | (19,500                                                     | )                                                |         | 17,950   |         
|Cash and cash equivalents, beginning of year |                                                                                   | 104,155                                                     |                                                  |         | 86,205   |         
|                                             |                                                                                   |                                                            
|Cash and cash equivalents, end of year       | $                                                                                 | 84,655                                                      |                                                  | $       | 104,155  |         
|                                             |                                                                                   |                                                            
|Supplemental cash flow information           |                                                                                   |                                                             |                                                  |         |          |         
|                                             |                                                                                   | Interest paid                                               | $                                                | 69,482  |          | $       
|                                             |                                                                                   | Income taxes paid                                           |                                                  | 6,315   |          |         
|Supplemental non cash disclosure             |                                                                                   |                                                             |                                                  |         |          |         
|                                             |                                                                                   | Loan balances transferred to foreclosed real estate         |                                                  | 2,544   |          |         

The accompanying notes are an integral part of these consolidated financial statements.

27

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  (Dollar amounts in thousands except per share data)

NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations and Principles of Consolidation:The consolidated financial statements include MainSource Financial
Group, Inc. and its wholly owned subsidiaries, together referred to as "the Company". Intercompany transactions and balances are eliminated in consolidation.

The
Company's wholly owned subsidiaries include MainSource Bank, MainSource Bank of Illinois, and MainSource Bank  Ohio (collectively referred to herein as the
"Banks"), and MainSource Insurance, LLC, and MainSource Title, LLC. In February 2007, the Company transferred substantially all of the assets of MainSource Mortgage, LLC into
MainSource Bank. In May 2007, the Company transferred substantially all of the assets of MainSource Bank  Hobart into MainSource Bank. In September 2007, the Company merged
MainSource Bank  Crawfordsville into MainSource Bank.

The
Company provides financial services through its offices in Indiana, Illinois, and Ohio. Its primary deposit products are checking, savings, and term certificate accounts, and its
primary lending products are residential mortgage, commercial, and installment loans. Substantially all loans are secured by specific items of collateral including business assets, consumer assets and
real estate. Commercial loans are expected to be repaid from cash flow from operations of businesses. Real estate loans are secured by both residential and commercial real estate. Other financial
instruments which potentially represent concentrations of credit risk include deposit accounts in other financial institutions and federal funds sold.

Use of Estimates:To prepare financial statements in conformity with accounting principles generally accepted in the United States of
America, management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided
and actual results could differ. The allowance for loan losses, loan servicing rights, and fair values of financial instruments are particularly subject to change.

Cash Flows:Cash and cash equivalents include cash and due from banks, interest bearing deposits with other financial institutions with
maturities under 90 days, money market funds and federal funds sold. Net cash flows are reported for loan and deposit transactions, federal funds purchased and repurchase agreements.

Interest-bearing Deposits in Other Financial Institutions:Interest-bearing deposits in other financial institutions mature within one
year and are carried at cost.

Securities:Securities are classified as available for sale when they might be sold before maturity. Securities available for sale are
carried at fair value, with unrealized holding gains and losses reported in other comprehensive income, net of tax.

Interest
income includes amortization of purchase premium or discount. Premiums and discounts on securities are amortized on the level-yield method, which considers prepayments on
mortgage-backed securities. Gains and losses on sales are based on the amortized cost of the security sold. Declines in the fair value of securities below their cost that are other than temporary are
reflected as realized losses. In estimating other-than-temporary losses, management considers the length of time and extent that fair value has been less than cost, the
financial condition and near term prospects of the issuer, and the Company's ability and intent to hold the security for a period sufficient to allow for any anticipated recovery in fair value.

Loans Held for Sale:Loans originated and intended for sale in the secondary market are carried at the lower of cost or market in the
aggregate. Net unrealized losses, if any, are recorded as a valuation allowance and charged to earnings.

Mortgage
loans held for sale are generally sold with servicing rights retained. The carrying value of mortgage loans sold is reduced by the amount allocated to the servicing right. Gains
and losses on sales of mortgage loans are based on the difference between the selling price and the carrying value of the related loan sold.

Loans:Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the
principal balance outstanding, net of unearned interest, deferred loan fees and costs, and an allowance for loan losses. Interest income is accrued on the unpaid principal balance. Loan originations
fees, net of certain direct origination costs, are deferred and recognized in interest income using the level-yield method without anticipating prepayments.

Interest
income is not reported when full loan repayment is in doubt, typically when the loan is impaired or payments are past due over 90 days. Loans are placed on non-accrual or
charged-off at an earlier date if collection of principal or interest is considered doubtful.

All
interest accrued but not received for loans placed on nonaccrual is reversed against interest income. Payments received on such loans subsequent to being placed on non-accrual are
applied to the principal balance of the loans. Loans are returned to
accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

28

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Purchased Loans:The Company purchases individual loans and groups of loans. Purchased loans that show evidence of credit deterioration
since origination are recorded at the amount paid (or allocated fair value in a purchase business combination), such that there is no carryover of the seller's allowance for loan losses. After
acquisition, incurred losses are recognized by an increase in the allowance for loan losses.

Purchased
loans are accounted for individually based on common risk characteristics (e.g., credit score, loan type, and date of origination). The Company estimates the amount and
timing of expected cash flows for each purchased loan, and the expected cash flows in excess of amount paid is recorded as interest income over the remaining life of the loan (accretable yield). The
excess of the loan's contractual principal and interest over expected cash flows is not recorded (nonaccretable difference).

Over
the life of the loan, expected cash flows continue to be estimated. If the present value of expected cash flows is less than the carrying amount, a loss is recorded. If the present
value of expected cash flows is greater than the carrying amount, it is recognized as part of future interest income.

Allowance for Loan Losses:The allowance for loan losses is a valuation allowance for probable incurred credit losses. Loan losses are
charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. Management estimates the
allowance balance required using past loan loss experience, the nature and volume of the portfolio, information about specific borrower situations and estimated collateral values, economic conditions,
and other factors. Allocations of the allowance may be made for specific loans, but the entire allowance is available for any loan that, in management's judgment, should be charged-off.

The
allowance consists of specific and general components. The specific component relates to loans that are individually classified as impaired or loans otherwise classified as
substandard or doubtful. The general component covers pools of other loans and is based on historical loss experience adjusted for current factors.

A
loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest
when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of
collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines
the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower,
including the length of the delay, the reasons for the delay, the borrower's prior payment record, and the amount of the shortfall in relation to the principal and interest owed. Impairment is
measured on a loan by loan basis for commercial and construction loans by either the present value of expected future cash flows discounted at the loan's effective interest rate, the loan's obtainable
market price, or the fair value of the collateral if the loan is collateral dependent. Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the
Company does not separately identify individual consumer and residential real estate loans for impairment disclosures.

Restricted Stock:The Bank is a member of the "FHLB" system. Members are required to own a certain amount of stock based on the level of
borrowings and other factors, and may invest in additional amounts. FHLB stock is carried at cost, classified as a restricted security, and periodically evaluated for impairment. Because this stock is
viewed as a long term investment, impairment is based on ultimate recovery of par value. Both cash and stock dividends are reported as income.

Premises and Equipment:Land is carried at cost. Premises and equipment are stated at cost less accumulated depreciation. Buildings and
related components are depreciated using the straight-line method with useful lives ranging from 30 to 39 years for buildings and 5 to 15 years for related components.
Furniture, fixtures and equipment are depreciated using the straight-line method with useful lives ranging from 3 to 10 years.

Foreclosed Assets:Assets acquired through or instead of loan foreclosure are initially recorded at fair value when acquired net of
estimated selling costs, establishing a new cost basis. If fair value declines after acquisition, a valuation allowance is recorded through expense. Costs after acquisition are expensed.

Company Owned Life Insurance:The Company has purchased life insurance policies on certain employees. Company owned life insurance is
recorded at its cash surrender value, or the amount that can be realized. Upon adoption of EITF 06-5, which is discussed further below, Company owned life insurance is recorded at
the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value adjusted for other charges or other amounts due that are probable at
settlement. Prior to adoption of EITF 06-5, the Company recorded owned life insurance at its cash surrender value. In September 2006, the FASB Emerging Issues Task Force finalized
Issue No. 06-5,Accounting for Purchases of Life Insurance  Determining the Amount That Could Be Realized in Accordance with FASB
Technical Bulletin No. 85-4 (Accounting for Purchases of Life Insurance). This Issue requires that a policyholder consider contractual terms of a life
insurance policy in determining the amount that could be realized under the insurance contract. It also requires that if the contract provides for a greater surrender value if all individual policies
in a group are surrendered at the same time, that the surrender value be determined based on the assumption that

29

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policies
will be surrendered on an individual basis. Lastly, the Issue requires disclosure when there are contractual restrictions on the Company's ability to surrender a policy. The adoption of
EITF 06-5 on January 1, 2007 had no impact on the Company's financial condition or results of operation.

Servicing Assets:Servicing rights are recognized separately when they are acquired through sales of loans. For sales of mortgage loans
prior to January 1, 2007, a portion of the cost of the loan was allocated to the servicing right based on relative fair values. The Company adopted SFAS No. 156 on January 1,
2007, and for sales of mortgage loans beginning in 2007, servicing rights are initially recorded at fair value with the income statement effect recorded in gains on sales of loans. Fair value is based
on market prices for comparable mortgage servicing contracts, when available, or alternatively, is based on a valuation model that calculates the present value of estimated future net servicing
income. The valuation model incorporates assumptions that market participants would use in estimating future net servicing income, such as the cost to service, the discount rate, the custodial
earnings rate, an inflation rate, ancillary income, prepayment speeds and default rates and losses. The Company compares the valuation model inputs and results to published industry data in order to
validate the model results and assumptions. All classes of servicing assets are subsequently measured using the amortization method which requires servicing rights to be amortized into non-interest
income in proportion to, and over the period of, the estimated future net servicing income of the underlying loans.

Servicing
assets are evaluated for impairment based upon the fair value of the rights as compared to carrying amount. Impairment is determined by stratifying rights into groupings based
on predominant risk characteristics, such as interest rate,
loan type and investor type. Impairment is recognized through a valuation allowance for an individual grouping, to the extent that fair value is less than the carrying amount. If the Company later
determines that all or a portion of the impairment no longer exists for a particular grouping, a reduction of the allowance may be recorded as an increase to income. Changes in valuation allowances
are reported with mortgage banking on the income statement. The fair values of servicing rights are subject to significant fluctuations as a result of changes in estimated and actual prepayment speeds
and default rates and losses.

Servicing
fee income which is reported on the income statement as mortgage banking is recorded for fees earned for servicing loans. The fees are based on a contractual percentage of the
outstanding principal; or a fixed amount per loan and are recorded as income when earned. The amortization of mortgage servicing rights is netted against loan servicing fee income. Servicing fees
totaled $1,304, $1,374 and $1,381 for the years ended December 31, 2007, 2006 and 2005. Late fees and ancillary fees related to loan servicing are not material.

Mortgage
banking income consists of gains on loan sales and loan servicing fee income, net of amortization of mortgage servicing rights.

Transfers of Financial Assets:Transfers of financial assets are accounted for as sales when control over the assets has been surrendered.
Control over transferred assets is deemed to be surrendered when the assets have been isolated from the Company, the transferee obtains the right (free of conditions that constrain it from taking
advantage of that right) to pledge or exchange the transferred assets, and the Company does not maintain effective control over the transferred assets through an agreement or option to repurchase them
before their maturity.

Goodwill and Other Intangible Assets:Goodwill results from business acquisitions and represents the excess of the purchase price over the
fair value of acquired tangible assets and liabilities and identifiable intangible assets. Goodwill is assessed at least annually for impairment and any such impairment will be recognized in the
period identified.

Other
intangible assets consist largely of core deposit intangibles arising from whole bank and branch acquisitions. They are initially measured at fair value and then are amortized on
an accelerated method over their estimated useful lives, generally ten years.

Long-term Assets:Premises and equipment and other long-term assets are reviewed for impairment when events
indicate their carrying amount may not be recoverable from future undiscounted cash flows. If impaired, the assets are recorded at fair value.

Repurchase Agreements:Substantially all repurchase agreement liabilities represent amounts advanced by various customers. Securities are
pledged to cover these liabilities, which are not covered by federal deposit insurance. Repurchase agreements are included in other borrowings on the consolidated balance sheets.

Income Taxes:Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and
liabilities. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax bases of assets and liabilities, computed using
enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized.

The
Company adopted FASB Interpretation 48,Accounting for Uncertainty in Income Taxes("FIN 48"), as of January 1,
2007. A tax position is recognized as a benefit only if it is "more likely than not" that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The
amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the "more likely than not" test, no tax benefit
is recorded. The adoption resulted in an increase in the Company's tax liability of $411.

30

---



The
Company recognizes interest and/or penalties related to income tax matters in income tax expense.

Loan Commitments and Related Financial Instruments:Financial instruments include off-balance sheet credit instruments, such
as commitments to make loans and commercial letters of credit, issued to meet customer financing needs. The face amount for these items represents the exposure to loss, before considering customer
collateral or ability to repay. Such financial instruments are recorded when they are funded.

Derivatives:All derivative instruments are recorded at their fair values. If derivative instruments are designated as hedges of fair
values, both the change in fair value of the hedge and the hedged item are included in current earnings. Fair value adjustments related to cash flow hedges are recorded in other comprehensive income
and reclassified to earnings when the hedged transaction is reflected in earnings. Ineffective portions of hedges are reflected in earnings as they occur.

The
Company settled its interest rate swap in 2006 and is not currently a party to any such transactions.

Stock Compensation:Effective January 1, 2006, the Company adopted Statement of Financial Accounting Standards ("SFAS")
No. 123(R),Share-based Payment, using the modified prospective transition method. Accordingly, the Company has recorded stock-based employee
compensation cost using the fair value method starting in 2006.

Prior
to January 1, 2006, employee compensation expense under stock options was reported using the intrinsic value method; therefore, no stock-based compensation cost is reflected
in net income for the year ending December 31, 2005 as all options granted had an exercise price equal to or greater than the market price of the underlying common stock at date of grant.

The
following table illustrates the effect on net income and earnings per share if expense was measured using the fair value recognition provisions of FASB Statement No. 123, Accounting for Stock-Based Compensation,for the year ended December 31, 2005. During 2005, the Company accelerated vesting on selected pools of
stock options granted in order to reduce expense that would have been recognized upon adoption of FAS 123(R).

2005Net income as reported

$
16,192Deduct: Stock-based compensation expense, net, determined under fair value based method


517Pro forma net income

$
15,675Basic earnings per share as reported

$
1.23Pro forma basic earnings per share

$
1.19Diluted earnings per share as reported

$
1.23Pro forma diluted earnings per share

$
1.19


Retirement Plans:Employee 401(k) and profit sharing plan expense is the amount of matching contributions.

Earnings Per Common Share:Basic earnings per common share is net income divided by the weighted average number of common shares
outstanding during the period. Diluted earnings per common share includes the dilutive effect of additional potential common shares issuable under stock options. Earnings and dividends per share are
restated for all stock splits and dividends through the date of issue of the financial statements.

Comprehensive Income:Comprehensive income consists of net income and other comprehensive income. Other comprehensive income includes
unrealized gains and losses on securities available for sale and unrealized gains and losses on cash flow hedges, which are also recognized as a separate component of equity.

Loss Contingencies:Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as
liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. Management does not believe there are now any such matters that will have a material
effect on the financial statements.

Equity:Stock dividends in excess of 20% are reported by transferring the par value of the stock issued from retained earnings to common
stock. Stock dividends for 20% or less are reported by transferring the fair value, as of the ex-dividend date, of the stock issued from retained earnings to common stock and additional
paid-in capital. Fractional share amounts are paid in cash with a reduction in retained earnings.

Dividend Restriction:Banking regulations require maintaining certain capital levels and may limit the dividends paid by the banks to the
holding company or by the holding company to shareholders.

31

---



Fair Value of Financial Instruments:Fair values of financial instruments are estimated using relevant market information and other
assumptions, as more fully disclosed in a separate note. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments, and other
factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect the estimates.

Operating Segments:While the Company's chief decision-makers monitor the revenue streams of the various Company products and services,
the identifiable segments are not material and operations are managed and financial performance is evaluated on a Company-wide basis. Accordingly, all of the Company's financial service
operations are considered by management to be aggregated in one reportable operating segment.

Reclassifications:Some items in the prior year financial statements were reclassified to conform to the current presentation.

Recently Issued Accounting Standards:During 2007, the Company adopted the following accounting standards and guidance:

Effective
January 1, 2007, the Company adopted FASB Interpretation No. 48,Accounting for Uncertainty in Income Taxes  an
interpretation of FASB Statement No. 109(FIN 48), which prescribes a recognition threshold and measurement attribute for a tax position taken or expected to be
taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As mentioned above in
the income taxes section, the Company recorded an increase in its tax liability account of $411 by adopting this standard

In
February 2006, the FASB issued Statement of Financial Accounting Standards No. 155,Accounting for Certain Hybrid Financial
Instruments(SFAS No. 155), which permits fair value remeasurement for hybrid financial instruments that contain an embedded derivative that otherwise would require
bifurcation. Additionally, SFAS No. 155 clarifies the accounting guidance for beneficial interests in securitizations. Under SFAS No. 155, all beneficial interests in a securitization
will require an assessment in accordance with SFAS No. 133 to determine if an embedded derivative exists within the instrument. In January 2007, the FASB issued Derivatives Implementation Group
Issue B40,Application of Paragraph 13(b) to Securitized Interests in Prepayable Financial Assets(DIG Issue B40). DIG
Issue B40 provides an exemption from the embedded derivative test of paragraph 13(b) of SFAS No. 133 for instruments that would otherwise require bifurcation if the test is met
solely because of a prepayment feature included within the securitized interest and prepayment is not controlled by the security holder. SFAS
No. 155 and DIG Issue B40 were effective for fiscal years beginning after September 15, 2006. The adoption of SFAS No. 155 and DIG Issue B40 did not have a material
impact on the Company's consolidated financial position or results of operations.

Effect of Newly Issued But Not Yet Effective Accounting Standards:

In September 2006, the FASB issued Statement No. 157,Fair Value Measurements. This Statement defines fair
value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. This Statement establishes a fair value hierarchy about the assumptions used to measure
fair value and clarifies assumptions about risk and the effect of a restriction on the sale or use of an asset. The standard is effective for fiscal years beginning after November 15, 2007.
Management is currently evaluating the impact but expects it to not be material.

In
February 2007, the FASB issued Statement No. 159,The Fair Value Option for Financial Assets and Financial Liabilities. The
standard provides companies with an option to report selected financial assets and liabilities at fair value and establishes presentation and disclosure requirements designed to facilitate comparisons
between companies that choose different measurement attributes for similar types of assets and liabilities. The new standard is effective for the Company on January 1, 2008. The Company did not
elect the fair value option for any financial assets or financial liabilities as of January 1, 2008.

In
September 2006, the FASB Emerging Issues Task Force finalized Issue No. 06-4,Accounting for Deferred Compensation and Postretirement
Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements. This issue requires that a liability be recorded during the service period when a split-dollar life
insurance agreement continues after participants' employment or retirement. The required accrued liability will be based on either the post-employment benefit cost for the continuing life
insurance or based on the future death benefit depending on the contractual terms of the underlying agreement. This issue is effective for fiscal years beginning after December 15, 2007. The
Company has determined that the adoption of this EITF will not have a material effect on the financial statements.

On
November 5, 2007, the SEC issued Staff Accounting Bulletin No. 109,Written Loan Commitments Recorded at Fair Value through
Earnings("SAB 109"). Previously, SAB 105,Application of Accounting Principles to Loan Commitments, stated that
in measuring the fair value of a derivative loan commitment, a company should not incorporate the expected net future cash flows related to the associated servicing of the loan. SAB 109
supersedes SAB 105 and indicates that the expected net future cash flows related to the associated servicing of the loan should be included in measuring fair value for all written loan
commitments that are accounted for at fair value through earnings. SAB 105 also indicated that internally-developed intangible assets should not be recorded as part of the fair value of a
derivative loan commitment, and SAB 109 retains that view. SAB 109 is effective for derivative

32

---



loan
commitments issued or modified in fiscal quarters beginning after December 15, 2007. The Company does not expect the impact of this standard to be material.

NOTE 2  RESTRICTION ON CASH AND DUE FROM BANKS

The Banks are required to maintain reserve funds in cash or on deposit with the Federal Reserve Bank which do not earn interest. The reserves required at
December 31, 2007 and 2006 were $12,972 and $17,573 respectively. The Company also had compensating balances of $4,970 and $4,499 at December 31, 2007 and 2006 respectively.

NOTE 3  SECURITIES

The fair value of securities available for sale and gross related unrealized gains and losses recognized in accumulated other comprehensive income (loss) was as
follows:

Fair Value

Gross Unrealized Gains

Gross Unrealized LossesAs of December 31, 2007Available for SaleU.S. Government-sponsored entities
$
31,964

$
187

$
(2
)State and municipal

127,697


1,812


(330
)Mortgage-backed

323,206


1,969


(1,697
)Equity and other

6,872


57


(38
)Total available for sale
$
489,739

$
4,025

$
(2,067
)As of December 31, 2006Available for SaleU.S. Government-sponsored entities
$
90,285

$
104

$
(481
)State and municipal

122,343


1,752


(436
)Mortgage-backed

263,006


716


(4,127
)Equity and other

9,625


181


Total available for sale
$
485,259

$
2,753

$
(5,044
)


Contractual maturities of securities at December 31, 2007 were as follows. Securities not due at a single maturity or with no maturity at year end are
shown separately.

Available for SaleFair ValueWithin one year
$
14,584One through five years

24,701Six through ten years

59,312After ten years

61,064Mortgage-backed

323,206Equity and other

6,872Total available for sale securities
$
489,739


Gross proceeds from sales of securities available for sale during 2007, 2006 and 2005 were $91,057, $26,075, and $106,556. Gross gains of $642, $166, and $294 and
gross losses of $28, $21, and $2,473 were realized on those sales in 2007, 2006 and 2005, respectively. The tax benefit (provision) related to these net realized gains and losses was ($221), ($56),
and $796 respectively.

Securities
with a carrying value of $180,691 and $165,683 were pledged at December 31, 2007 and 2006 to secure certain deposits, repurchase agreements and for other purposes as
permitted or required by law.

At
year end 2007 and 2006, there were no holdings of securities of any one issuer, other than the U.S. Government and its sponsored entities in an amount greater than 10% of
shareholders' equity.

33

---



Below is a summary of securities with unrealized losses as of year-end 2007 and 2006 presented by length of time the securities have been in a continuous unrealized loss position.

|2007                               | Less than 12 months |        | 12 months or longer |   | Total |  
|---------------------------------- | ------------------- | ------ | ------------------- | - | ----- | -
|
|
|
|U.S. Government-sponsored entities | $                   |       |                     | $ |      |  
|State and municipal                |                     | 8,178  |                     |   | (110  | )
|Mortgage-backed                    |                     | 11,664 |                     |   | (54   | )
|Equity and other                   |                     | 2,062  |                     |   | (38   | )
|                                   |                     |       
|Total temporarily impaired         | $                   | 21,904 |                     | $ | (202  | )
|                                   |                     |       
|
|
|
|
|U.S. Government-sponsored entities | $                   | 33,918 |                     | $ | (94   | )
|State and municipal                |                     | 6,442  |                     |   | (32   | )
|Mortgage-backed                    |                     | 49,859 |                     |   | (188  | )
|Equity and other                   |                     |       |                     |   |      |  
|                                   |                     |       
|Total temporarily impaired         | $                   | 90,219 |                     | $ | (314  | )
|                                   |                     |       

Unrealized losses on state and municipal securities have not been recognized into income because management has the intent and ability to hold for a period of
time sufficient to allow for any anticipated recovery in fair value. The fair value of these debt securities is expected to recover as the securities approach their maturity date.

Unrealized
losses on mortgage-backed securities and agencies have not been recognized into income as the decline in fair value is largely due to increases in market interest rates. The
fair value is expected to recover as the securities approach their maturity date and/or market rates decline.

During
2007, the Company identified one security that is considered to be other than temporarily impaired. The Company wrote down the value of that security by $500 to its fair value.
This amount was included in net realized gains/(losses) on securities.

NOTE 4  LOANS AND ALLOWANCE FOR LOAN LOSSES

Loans were as follows:

December 31, 2007

December 31, 2006Commercial and industrial loans
$
214,393

$
173,557Agricultural production financing

29,812


25,588Farm real estate

42,185


46,051Commercial real estate

326,194


286,603Hotel

50,565


42,681Residential real estate

780,102


790,962Construction and development

123,611


79,261Consumer

126,816


129,681Total loans

1,693,678


1,574,384Allowance for loan losses

(14,331
)

(12,792
)Net loans
$
1,679,347

$
1,561,592


34

---



Activity in the allowance for loan losses was as follows:

December 31
2007

2006

2005Allowance for loan lossesBalances, January 1
$
12,792

$
10,441

$
11,698Addition resulting from acquisitions




3,895


1,002Provision for losses

5,745


1,819


1,040Recoveries on loans

1,152


536


284Loans charged off

(5,358
)

(3,899
)

(3,583
)Balances, December 31
$
14,331

$
12,792

$
10,441


Impaired loans were as follows:

December 31
2007

2006

2005Impaired loans with an allowance allocated
$
12,964

$
6,608

$
5,888Impaired loans with no allocated allowances

8,327


15,359


4,239Total impaired loans
$
21,291

$
21,967

$
10,127Allowance allocated for impaired loans
$
2,346

$
1,613

$
1,615Average balance of impaired loans during the year
$
21,761

$
17,934

$
13,431Interest income recognized on impaired loans

644


591


17Cash basis interest included above

644


568


17


Nonperforming loans were as follows:

December 31
2007

2006Loans past due 90 days or more still on accrual
$
1,693

$
1,460Nonaccrual loans

18,800


16,021$
20,493

$
17,481


Nonperforming loans include both smaller balance homogeneous loans that are collectively evaluated for impairment and individually classified impaired loans.

Purchased Loans subject to SOP 03-3

The Company has purchased loans in 2006, for which there was, at acquisition, evidence of deterioration of credit quality since origination and it was probable,
at acquisition, that all contractually required payments would not be collected. The carrying amount of those loans is as follows as of December 31:

2007

2006Commercial real estate
$
6,945

$
7,747Construction




1,452Mortgage

354


527Consumer

249


269Outstanding balance

7,548


9,995Carrying amount, net of allowance of $565 and $0
$
5,951

$
8,907


Accretable yield, or income expected to be collected is as follows:

Balance December 31, 2006
$
Accretion of income

84Reclassification from nonaccretable difference

(84
)Balance December 31, 2007
$



For those purchased loans disclosed above, the Company increased the allowance for loan losses by $565 and $0 during 2007 and 2006. No allowance for loan losses
were reversed in 2007 or 2006. These loans were considered impaired at December 31, 2007 and 2006 and no accretable yield was assigned at the date of acquisition.

35

---



Purchased loans for which it was probable at acquisition that all contractually required payments would not be collected are shown below. No such loans were acquired in 2007.

2006Contractually required payments receivable of loans purchased during the year:Commercial real estate
$
8,903Construction

1,454Mortgage loans

1,626Consumer

296Total

12,279Cash flows expected to be collected at acquisition

11,554Basis in acquired loans at acquisition

11,554


NOTE 5  PREMISES AND EQUIPMENT

December 31
2007

2006Land
$
7,726

$
7,847Buildings

37,536


36,082Furniture and equipment

30,560


28,203Total cost

75,822


72,132Accumulated depreciation

(35,339
)

(31,762
)Net
$
40,483

$
40,370


Depreciation expense was $4,174, $3,869, and $3,087 in 2007, 2006 and 2005.

NOTE 6  GOODWILL AND INTANGIBLE ASSETS

Goodwill

The change in carrying amount of goodwill is as follows:

2007

2006Beginning of year
$
120,609

$
51,301Acquired goodwill

1,437


69,308End of year
$
122,046

$
120,609


The acquired goodwill reported in 2007 is due to finalization of fair value adjustments related to purchase accounting for the 2006 acquisitions.

Acquired Intangible Assets

2007

2006Core deposit intangibles
$
25,002

$
25,002Accumulated amortization

(11,724
)

(9,058
)Core deposit intangibles, net
$
13,278

$
15,944


Aggregate amortization expense was $2,666, $2,236, and $1,306 for 2007, 2006, and 2005.

Estimated
amortization expense for each of the next five years follows:

2008
$
2,5212009

1,9242010

1,7862011

1,6702012

1,530


36

---



NOTE 7  DEPOSITS

December 31, 2007

December 31, 2006Non-interest-bearing demand
$
200,753

$
193,513Interest-bearing demand

532,539


466,212Savings

345,869


335,405Certificates of deposit of $100 or more

238,211


285,262Other certificates and time deposits

584,457


579,297Total deposits
$
1,901,829

$
1,859,689


Certificates and other time deposits mature as follows:

2008
$
661,9292009

107,7812010

27,8422011

12,3212012

2,544Thereafter

10,251Total
$
822,668


NOTE 8  OTHER BORROWINGS

December 31
2007

2006Other borrowings consisted of the following at year-end:Securities sold under repurchase agreements
$
30,006

$
29,306Line of credit

13,000


13,000Federal funds purchased

7,150


Total short-term borrowings
$
50,156

$
42,306


Securities sold under repurchase agreements ("agreements") consist of obligations secured by securities issued by Government-sponsored entities, and a safekeeping
agent holds such collateral. The maximum amount of outstanding
repurchase agreements at any month-end during 2007, 2006, and 2005 totaled $52,986, $36,212, and $28,581. The daily average of such agreements during 2007, 2006, and 2005 totaled $37,296,
$23,200, and $21,661. The weighted average rate was 3.05%, 3.31%, and 2.36% at December 31, 2007, 2006, and 2005 while the weighted average rate during 2007, 2006, and 2005 was approximately
3.35%, 3.22%, and 1.98% respectively. The majority of the agreements at December 31, 2007 mature within 30 days.

The
Company has a revolving credit facility for $30,000 as a standby for funding needs which matures September 30, 2009. The interest rate is 120 basis points above the
3-month LIBOR rate which resulted in a rate of 6.24% at year-end 2007. The line is secured by the stock of MainSource Bank. The line of credit agreement contains various financial and
non-financial covenants. The Company was in compliance with these covenants at December 31, 2007.

NOTE 9  FEDERAL HOME LOAN BANK ADVANCES

Federal Home Loan Bank ("FHLB") advances at year end were as follows:

2007

2006Maturities from January 2008 through May 2022, primarily fixed rates from 3.4% to 6.4%, averaging 4.5%
$
257,099

$
Maturities from February 2007 through May 2022, primarily fixed rates from 2.4% to 6.5%, averaging 4.8%




208,443$
257,099

$
208,443


The majority of the FHLB advances are secured by first mortgage loans totaling approximately 150% of the advance under a blanket security agreement. The advances
are subject to restrictions or penalties in the event of prepayment.

37

---



Maturities over the next five years are:

2008
$
89,2732009

10,2172010

71,7612011

14,6812012

20,562Thereafter

50,605


NOTE 10  SUBORDINATED DEBENTURES

The Company formed four separate trusts in 2002, 2003, and 2006 that issued floating rate trust preferred securities as part of pooled offerings. The Company
issued subordinated debentures to the trusts in exchange for the proceeds of the offerings, which debentures represent the sole asset of the trusts. In accordance with FASB Interpretation
No. 46, the trusts are not consolidated with the Company's financial statements, but rather the subordinated debentures are shown as a liability. Interest payments are payable quarterly in
arrears and the Company has the option to defer interest payments from time to time for a period not to exceed 20 consecutive quarters. The subordinated debentures mature in 30 years from
issuance and can be called anytime after five years at par. The subordinated debentures may be included in Tier 1 capital (with certain limitations) under current regulatory guidelines and
interpretations. The following table summarizes the other terms of each issuance.

Issuance

Amount

Variable Rate

Rate as of 12/31/07

MaturityTrust 1

2002

$
8,248

LIBOR +3.25%

8.11
%
2032Trust 2

2003


14,433

LIBOR +3.25%

8.08
%
2033Trust 3

2003


7,217

LIBOR +3.15%

8.14
%
2033Trust 4

2006


11,341

LIBOR +1.63%

6.62
%
2036


During 2003, the Company entered into an interest rate swap and cap to mitigate overall risk to changes in interest rates for subordinated debt in Trust 2.
Both the interest rate swap and the cap had a 60 month term and a notional principal amount of $14,000. The notional amount of the interest rate swaps do not represent amounts exchanged by the
parties. The amount exchanged is determined by reference to the notional amounts and other terms of the contract. The interest rate swap and cap were designated as cash flow hedges against a portion
of the subordinated debentures. As such, the aggregate fair value of the swaps were recorded as other assets or other liabilities with changes in the fair value recorded in other comprehensive income
and no amount of ineffectiveness was included in net income. Under the interest rate swap agreement, the Company made fixed rate payments at 6.65%, and received variable payments based on LIBOR. Net
settlement expense or benefit was included in interest expense. The interest rate cap required the counter-party to pay the Company the excess of 3 month LIBOR over 12%. The interest rate swap
and cap were settled during 2006 resulting in a payment to the Company of $483.

NOTE 11  LOAN SERVICING

Loans serviced for others are not included in the accompanying consolidated balance sheets. Loan servicing fee income was $1,303, $1,383, and $1,318 for 2007,
2006, and 2005. The unpaid principal balances of loans serviced for others totaled $533,286 and $521,908 at December 31, 2007 and 2006. Custodial escrow balances maintained in connection with
serviced loans were $1,001 and $903 at year end 2007 and 2006. Mortgage servicing rights are included in other assets on the consolidated balance sheets. The fair value of capitalized mortgage
servicing assets is based on comparable market values and expected cash flows, with impairment assessed based on portfolio characteristics including product type and interest rates. No
valuation allowance was necessary during 2007, 2006 or 2005. The fair market value of capitalized mortgage servicing rights was estimated at $4,922 and $6,419 at year end 2007 and 2006. Fair value at
year-end 2007 was determined using a discount rate of 10%, and prepayment speeds ranging from 190% to 353%, depending on the stratification of the specific right.

2007

2006Mortgage servicing assetsBalances, January 1
$
3,491

$
3,158Servicing assets capitalized/acquired

1,025


852Amortization of servicing assets

(567
)

(519
)Balance, December 31
$
3,949

$
3,491


38

---



The weighted average amortization period is 5.1 years. Estimated amortization expense for each of the next five years is:

2008
$
7652009

6672010

5412011

4372012

351


NOTE 12  INCOME TAX

Income tax expense (benefit) was as follows:

Year Ended December 31
2007

2006

2005Income tax expenseCurrently payable
$
5,605

$
4,706

$
2,972Deferred

536


2,049


1,561Change in valuation allowance

747


850


639Total income tax expense
$
6,888

$
7,605

$
5,172


Effective tax rates differ from the federal statutory rate of 35% applied to income before income taxes due to the following:

Federal statutory income tax rate

35
%

35
%

35
%Federal statutory income tax
$
10,065

$
10,446

$
7,477Tax exempt interest

(1,702
)

(1,922
)

(1,612
)Effect of state income taxes

86


96


25Non-deductible expenses

241


53


36Tax exempt income on life insurance

(548
)

(439
)

(472
)Tax credits

(823
)

(377
)

(132
)Other

(431
)

(252
)

(150
)Income tax expense
$
6,888

$
7,605

$
5,172


The components of the net deferred tax asset (liability) are as follows:

December 31
2007

2006AssetsAllowance for loan losses
$
5,250

$
4,477Net operating loss carryforward

2,478


1,731Deferred compensation

425


425Fair value adjustments on assets acquired

2,566


3,536Accrued expenses

24


250Unrealized loss on securities AFS




827Other

634


384Total assets

11,377


11,630LiabilitiesAccretion on securities

(105
)

(135
)Depreciation

(1,508
)

(1,694
)Intangibles

(4,227
)

(3,673
)Mortgage servicing rights

(1,382
)

(1,239
)Deferred loan fees/costs

(298
)

(570
)FHLB stock dividends

(1,622
)

(1,622
)Unrealized gain on securities AFS

(690
)

Other

(1,188
)

(1,165
)Total liabilities

(11,020
)

(10,098
)Less: Valuation allowance

(2,478
)

(1,731
)Net deferred tax asset (liability)
$
(2,121
)
$
(199
)


39

---



The Company has an Indiana state operating loss carryforward of $29,153, which begins to expire in 2019. The Company maintains a valuation allowance as it does not anticipate generating
taxable income in Indiana to utilize this carryforward prior to expiration.

Retained
earnings of certain subsidiary banks include approximately $10,977 for which no deferred income tax liability has been recognized. This amount represents an allocation of income
to bad debt deductions as of December 31, 1987 for tax purposes only. Reduction of amounts so allocated for purposes other than tax bad debt losses including redemption of bank stock or excess
dividends, or loss of "bank" status would create income for tax purposes only, which would be subject to the then-current corporate income tax rate. The unrecorded deferred income tax
liability on the above amount for the Company at December 31, 2007 was approximately $3,842.

Unrecognized Tax Benefits

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

Balance at January 1, 2007
$
836Additions related to tax positions in current year

228Additions related to tax positions of prior years

Reductions due to statute of limitations

(41
)Balance at December 31, 2007
$
1,023


Of this total, $1,023 represents the amount of unrecognized tax benefits that, if recognized, would favorably affect the effective income tax rate in future
periods. The Company does not expect the total amount of unrecognized tax benefits to significantly increase or decrease in the next twelve months.

The
total amount of interest and penalties recorded in the income statement for the year ended December 31, 2007 was $53, and the amount accrued for interest and penalties at
December 31, 2007 was $128.

The
Company and its subsidiaries are subject to U.S. federal income tax as well as income tax of the states of Indiana and Illinois. The Company is no longer subject to examination by
taxing authorities for years before 2003.

NOTE 13  OTHER COMPREHENSIVE INCOME

Year Ended December 31, 2007
Before-Tax Amount

Tax (Expense)/ Benefit

Net-of-Tax AmountUnrealized holding gains on available for sale securities
$
4,363

$
(1,558
)
$
2,805Less: reclassification adjustment for gains realized in net income

114


(41
)

73Other comprehensive income
$
4,249

$
(1,517
)
$
2,732Year Ended December 31, 2006
Before-Tax Amount

Tax (Expense)/ Benefit

Net-of-Tax AmountUnrealized holding gains on available for sale securities
$
3,126

$
(1,112
)
$
2,014Change in fair value of interest rate swap and cap

57


(23
)

34Less: reclassification adjustment for gains realized in net income

628


(249
)

379Other comprehensive income
$
2,555

$
(886
)
$
1,669Year Ended December 31, 2005
Before-Tax Amount

Tax (Expense)/ Benefit

Net-of-Tax AmountUnrealized holding losses on available for sale securities
$
(7,626
)
$
2,788

$
(4,838
)Change in fair value of interest rate swap and cap

374


(149
)

225Less: reclassification adjustment for losses realized in net income

(2,179
)

796


(1,383
)Other comprehensive loss
$
(5,073
)
$
1,843

$
(3,230
)


40

---



NOTE 14  COMMITMENTS

Some financial instruments, such as loan commitments, credit lines, letters of credit, and overdraft protection, are issued to meet customer financing needs.
These are agreements to provide credit or to support the credit of others, as long as conditions established in the contract are met, and usually have expiration dates. Commitments may expire without
being used. Off-balance-sheet risk to credit loss exists up to the face amount of these instruments, although material losses are not anticipated. The same credit policies are used to make
such commitments as are used for loans, including obtaining collateral at exercise of the commitment.

Financial
instruments whose contract amount represents credit risk as of December 31 were as follows:

2007

2006Fixed Rate

Variable Rate

Fixed Rate

Variable RateCommitments to extend credit and unused lines of credit
$
16,164

$
353,123

$
11,993

$
319,007Commercial letters of credit




23,588


528


20,063


Commitments to make loans are generally made for periods of 60 days or less. The fixed loan commitments have interest rates ranging from 5.50% to 9.25% and
maturities up to a year in length.

NOTE 15  STOCK DIVIDENDS AND SPLITS

On December 21, 2006, the Company announced a 5% stock dividend to be paid on January 16, 2007 to shareholders of record as of December 31,
2006. The stock dividend was recorded in 2006, and all share and per share amounts have been retroactively adjusted for all prior years to reflect this stock dividend.

NOTE 16  DIVIDENDS

Without prior approval, the Banks are restricted by state and federal regulations as to the maximum amount of dividends they can pay to the Company in any
calendar year. The Banks may dividend their retained net profits (as defined) for that year and the two preceding years. From time to time, the Company may seek the approval of the appropriate
regulatory authorities to allow the Banks to pay additional dividends to the Company in excess of the aforementioned amount. At December 31, 2007, total shareholders' equity of the Banks was
$311,569 of which $311,569 was restricted or limited from dividend distribution to the Company.

NOTE 17  DIVIDEND REINVESTMENT PLAN

The Company maintains an Automatic Dividend Reinvestment Plan. The plan enables shareholders to elect to have their cash dividends on all or a portion of shares
held automatically reinvested in additional shares of the Company's common stock.
The stock is purchased by the Company's transfer agent on the open market and credited to participant accounts at fair market value. Dividends are reinvested on a quarterly basis.

NOTE 18  REGULATORY CAPITAL

Banks and bank holding companies are subject to various regulatory capital requirements administered by the federal banking agencies and are assigned to a capital
category. The assigned capital category is largely determined by three ratios that are calculated according to the regulations. The ratios are intended to measure capital relative to assets and credit
risk associated with those assets and off-balance sheet exposures. The capital category assigned to an entity can also be affected by qualitative judgments made by regulatory agencies
about the risk inherent in the entity's activities that are not part of the calculated ratios. Failure to meet capital requirements can initiate regulatory action. Management believes as of
December 31, 2007, the Company and Banks meet all capital adequacy requirements to which they are subject.

There
are five capital categories defined in the regulations, ranging from well capitalized to critically undercapitalized. Classification in any of the undercapitalized categories can
result in actions by regulators that could have a material effect on operations. At December 31, 2007 and 2006, the most recent regulatory notifications categorized the Banks as well
capitalized under the regulatory framework for prompt corrective actions. There are no conditions or events since that notification that management believes have changed the Banks' category.

41

---



Actual and required capital amounts and ratios are presented below.

|                            | Actual                                   |   | Required for Adequate Capital |  | To Be Well Capitalized |  
|--------------------------- | ---------------------------------------- | - | ----------------------------- |  | ---------------------- | -
|
|
|
|MainSource Financial Group  |                                          |   |                               |  |                        |  
|                            | Total capital (to risk-weighted assets)  | $ | 181,837                       |  | 10.8                   | %
|                            | Tier 1 capital (to risk-weighted assets) |   | 167,507                       |  | 10.0                   |  
|                            | Tier 1 capital (to average assets)       |   | 167,507                       |  | 7.1                    |  
|MainSource Bank             |                                          |   |                               |  |                        |  
|                            | Total capital (to risk-weighted assets)  | $ | 159,151                       |  | 11.2                   | %
|                            | Tier 1 capital (to risk-weighted assets) |   | 147,554                       |  | 10.4                   |  
|                            | Tier 1 capital (to average assets)       |   | 147,554                       |  | 7.5                    |  
|MainSource Bank of Illinois |                                          |   |                               |  |                        |  
|                            | Total capital (to risk-weighted assets)  | $ | 13,663                        |  | 11.2                   | %
|                            | Tier 1 capital (to risk-weighted assets) |   | 12,416                        |  | 10.2                   |  
|                            | Tier 1 capital (to average assets)       |   | 12,416                        |  | 6.4                    |  
|MainSource Bank  Ohio      |                                          |   |                               |  |                        |  
|                            | Total capital (to risk-weighted assets)  | $ | 17,564                        |  | 13.9                   | %
|                            | Tier 1 capital (to risk-weighted assets) |   | 16,078                        |  | 12.8                   |  
|                            | Tier 1 capital (to average assets)       |   | 16,078                        |  | 8.4                    |  
|
|
|
|
|MainSource Financial Group  |                                          |   |                               |  |                        |  
|                            | Total capital (to risk-weighted assets)  | $ | 170,950                       |  | 11.2                   | %
|                            | Tier 1 capital (to risk-weighted assets) |   | 158,158                       |  | 10.3                   |  
|                            | Tier 1 capital (to average assets)       |   | 158,158                       |  | 7.0                    |  
|MainSource Bank             |                                          |   |                               |  |                        |  
|                            | Total capital (to risk-weighted assets)  | $ | 145,534                       |  | 11.3                   | %
|                            | Tier 1 capital (to risk-weighted assets) |   | 134,529                       |  | 10.5                   |  
|                            | Tier 1 capital (to average assets)       |   | 134,529                       |  | 7.1                    |  
|MainSource Bank of Illinois |                                          |   |                               |  |                        |  
|                            | Total capital (to risk-weighted assets)  | $ | 13,998                        |  | 12.9                   | %
|                            | Tier 1 capital (to risk-weighted assets) |   | 13,090                        |  | 12.1                   |  
|                            | Tier 1 capital (to average assets)       |   | 13,090                        |  | 7.3                    |  
|MainSource Bank  Ohio      |                                          |   |                               |  |                        |  
|                            | Total capital (to risk-weighted assets)  | $ | 17,479                        |  | 13.0                   | %
|                            | Tier 1 capital (to risk-weighted assets) |   | 16,019                        |  | 11.9                   |  
|                            | Tier 1 capital (to average assets)       |   | 16,019                        |  | 7.9                    |  

NOTE 19  EMPLOYEE BENEFIT PLANS

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

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

NOTE 20  RELATED PARTY TRANSACTIONS

The Company has entered into transactions with certain directors, executive officers, significant stockholders and their affiliates or associates (related
parties).

42

---



The aggregate amount of loans, as defined, to such related parties were as follows:

Balances, January 1, 2007
$
18,442Changes in composition of related parties

(2,456
)New loans, including renewals and advances

13,099Payments, including renewals

(12,161
)Balances, December 31, 2007
$
16,924


Deposits from related parties held by the Company at December 31, 2007 and 2006 totaled $5,839 and $8,288.

NOTE 21  STOCK OPTION PLANS

On January 16, 2007, the Company's Board of Directors adopted and approved the MainSource Financial Group, Inc. 2007 Stock Incentive Plan (the "2007
Stock Incentive Plan") effective upon the approval of the plan by the Company's shareholders, which occurred on April 26, 2007 at the Company's annual meeting of shareholders. The 2007 Stock
Incentive Plan provides for the grant of incentive stock options, nonstatutory stock options, stock bonuses and restricted stock awards. Incentive stock options may be granted only to employees. An
aggregate of 650,000 shares of common stock are reserved for issuance under the 2007 Stock Incentive Plan. Shares issuable under the 2007 Stock Incentive Plan will be authorized and unissued
shares of common stock or treasury shares. The 2007 Stock Incentive Plan is in addition to, and not in replacement of, the 2003 Plan. However, no further awards of options will be made under the 2003
Plan. Unexercised options, which were previously issued under the 2003 Plan, will not be terminated, but will otherwise continue in accordance with the 2003 Plan and the agreements pursuant to which
the options were issued.

The
fair value of each option award is estimated on the date of grant using a closed form option valuation (Black-Scholes) model that uses the assumptions noted in the table below.
Expected volatilities are based on historical volatilities of the Company's common stock. The Company uses historical data to estimate option exercise and post-vesting termination
behavior. Employee and management options are tracked separately. The expected term of options granted is based on historical data and represents the period of time that options granted are expected
to be outstanding, which takes into account that the options are not transferable. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury
yield curve in effect at the time of the grant.

The
fair value of options granted was determined using the following weighted average assumptions as of grant date.

2007

2006

2005Risk-free interest rate
4.67
%
4.56
%
4.08
%Expected term (years)
6.80

6.82

6.83Expected stock price volatility
19.72
%
21.11
%
21.64
%Dividend yield
3.00
%
2.78
%
2.50
%


A summary of the activity in the stock option plan for 2007 follows:

Options (restated for stock dividends and splits)
Shares

Weighted Average Exercise Price

Weighted Average Remaining Contractual Term (years)

Aggregate Intrinsic ValueOutstanding, beginning of year
263,345

$
17.93Granted
75,055


17.01Exercised
(30,863
)

11.29Forfeited or expired
(31,700
)

21.01Outstanding at end of year
275,837

$
18.07

7.3

109Exercisable at year end
190,681

$
18.40

6.6

109


Information related to the stock option plan during each year follows:

2007

2006

2005Intrinsic value of options exercised
$
180

$
314

$
17Cash received from option exercises

348


246


43Tax benefit realized from option exercises







5Weighted average (per share) fair value of options granted

3.47


3.97


4.58


As of December 31, 2007, there was $271 of total unrecognized compensation cost related to nonvested stock options granted under the Plan. The cost is
expected to be recognized over a weighted-average period of 1.6 years.

43

---



NOTE 22  EARNINGS PER SHARE

Earnings per share were computed as follows:

Year Ended December 31, 2007
Net Income

Weighted Average Shares

Per Share AmountBasic Earnings Per ShareNet income available to common shareholders
$
21,870

18,691,094

$
1.17Effect of dilutive stock options



9,181Diluted Earnings Per ShareNet income available to common shareholders and assumed conversions
$
21,870

18,700,275

$
1.17Year Ended December 31, 2006Basic Earnings Per ShareNet income available to common shareholders
$
22,241

17,174,478

$
1.30Effect of dilutive stock options



13,763Diluted Earnings Per ShareNet income available to common shareholders and assumed conversions
$
22,241

17,188,241

$
1.29Year Ended December 31, 2005Basic Earnings Per ShareNet income available to common shareholders
$
16,192

13,177,462

$
1.23Effect of dilutive stock options



14,171Diluted Earnings Per ShareNet income available to common shareholders and assumed conversions
$
16,192

13,191,633

$
1.23


Stock options for 226,350, 182,995, and 129,964 shares of common stock were not considered in computing diluted earnings per common share for 2007, 2006
and 2005 because they were antidilutive.

NOTE 23  FAIR VALUES OF FINANCIAL INSTRUMENTS

December 31
2007

2006Carrying Amount

Fair Value

Carrying Amount

Fair ValueAssetsCash and cash equivalents
$
84,655

$
84,655

$
104,155

$
104,155Interest-bearing time deposits

116


116


116


116Securities available for sale

489,739


489,739


485,259


485,259Loans including loans held for sale, net

1,681,786


1,714,002


1,563,754


1,582,951Restricted stock

22,947


22,947


22,947


22,947Interest receivable

11,814


11,814


12,364


12,364LiabilitiesDeposits

(1,901,829
)

(1,866,713
)

(1,859,689
)

(1,801,452
)BorrowingsOther

(50,156
)

(50,156
)

(42,306
)

(42,306
)FHLB advances

(257,099
)

(256,465
)

(208,443
)

(200,609
)Interest payable

(8,980
)

(8,980
)

(8,032
)

(8,032
)Subordinated debentures

(41,239
)

(38,125
)

(41,239
)

(41,473
)


The methods and assumptions used to estimate fair value are described as follows.

Carrying
amount is the estimated fair value of cash and cash equivalents, interest-bearing time deposits, restricted stock, accrued interest receivable and payable, demand and all other
transactional deposits, short-term borrowings, variable rate notes

44

---



payable,
and variable rate loans or deposits that reprice frequently and fully. Security fair values are based on market prices or dealer quotes, and if no such information is available, on the rate
and term of the security and information about the issuer. For fixed rate loans or deposits and for variable rate loans or deposits with infrequent repricing or repricing limits, fair value is based
on discounted cash flows using current market rates applied to the estimated life and credit risk. Fair values for impaired loans are estimated using discounted cash flow analysis or underlying
collateral values. Fair value of loans held for sale is based on market quotes. Fair value of FHLB advances and subordinated debentures is based on current rates for similar financing. The fair value
of off-balance-sheet items is based on the current fees or cost that would be charged to enter into or terminate such arrangements, and are not considered significant.

NOTE 24  QUARTERLY FINANCIAL DATA (UNAUDITED)

Earnings per ShareInterest Income

Net Interest IncomeNet Income

Basic

Fully Diluted2007First quarter
$
35,100

$
18,607

$
5,415

$
0.29

$
0.29Second quarter

36,061


18,750


6,003


0.32


0.32Third quarter

36,783


18,246


5,603


0.30


0.30Fourth quarter

36,883


18,794


4,849


0.26


0.262006First quarter
$
22,655

$
14,234

$
4,786

$
0.33

$
0.33Second quarter

28,582


16,408


5,482


0.33


0.33Third quarter

34,431


18,825


5,934


0.32


0.31Fourth quarter

35,063


18,801


6,039


0.32


0.32


NOTE 25  PARENT ONLY CONDENSED FINANCIAL STATEMENTS

Parent Only Condensed Balance Sheets

December 31
2007

2006AssetsCash and cash equivalents
$
549

$
1,666Securities available for sale

1,026


1,106Investment in subsidiaries

314,924


300,626Other assets

5,265


6,620Total assets
$
321,764

$
310,018LiabilitiesSubordinated debentures
$
41,239

$
41,239Other borrowings

13,000


13,000Other liabilities

3,423


2,532Total liabilities

57,662


56,771Shareholders' equity

264,102


253,247Total liabilities and shareholders' equity
$
321,764

$
310,018


45

---



Parent Only Condensed Statements of Income

Year Ended December 31
2007

2006

2005IncomeDividends from subsidiaries
$
18,120

$
37,785

$
27,797Fees from subsidiaries

11,490


10,811


10,345Other Income

112


959


132Total income

29,722


49,555


38,274ExpensesInterest expense

4,008


3,150


2,192Salaries and benefits

7,136


6,601


6,115Professional fees

1,050


934


932Other expenses

7,423


6,696


5,805Total expenses

19,617


17,381


15,044Income before income taxes and equity in undistributed income of subsidiaries

10,105


32,174


23,230Income tax expense (benefit)

(3,166
)

(2,441
)

(1,980
)Income before equity in undistributed income of subsidiaries

13,271


34,615


25,210Equity in undistributed income of subsidiaries

8,599


(12,374
)

(9,018
)Net income
$
21,870

$
22,241

$
16,192


Parent Only Condensed Statements of Cash Flows

Year Ended December 31
2007

2006

2005Operating ActivitiesNet income
$
21,870

$
22,241

$
16,192Undistributed income of subsidiaries

(8,599
)

12,374


9,018Changes in other assets and liabilities

2,431


1,961


1,172Net cash provided by operating activities

15,702


36,576


26,382Investing ActivitiesCapital contributed to subsidiary

(2,935
)

(6,408
)

(735
)Cash paid for acquisitions




(51,873
)

(30,267
)Purchases of equipment

(433
)

(1,184
)

(1,777
)Proceeds from sales of securities available for sale




2,112


Purchase of securities available for sale




(26
)

Net cash used by investing activities

(3,368
)

(57,379
)

(32,779
)Financing ActivitiesPayments on note payable







(9,100
)Proceeds from issuance of subordinated debentures




11,000


Net change in other borrowings




13,000


(3,000
)Purchase of treasury shares

(3,407
)

(2,290
)

(27
)Proceeds from exercise of stock options

348


246


48Proceeds from stock issuance







32,660Cash dividends and fractional shares

(10,392
)

(8,944
)

(6,514
)Net cash provided (used) by financing activities

(13,451
)

13,012


14,067Net change in cash and cash equivalents

(1,117
)

(7,791
)

7,670Cash and cash equivalents, beginning of year

1,666


9,457


1,787Cash and cash equivalents, end of year
$
549

$
1,666

$
9,457


46

---



NOTE 26  SUBSEQUENT EVENT

On February 26, 2008, MainSource entered into a definitive agreement to acquire 1st Independence Financial Group, Inc. a
Delaware corporation ("1st Independence"), and 1st Independence Bank, Inc, a Kentucky chartered commercial bank and a wholly owned subsidiary of
1st Independence. The agreement provides that shareholders of 1st Independence will receive cash in the amount of $5.475 per share and .881036 shares
of MainSource common stock for each share of 1st Independence owned by them. The transaction value is estimated at $37 million. MainSource expects to issue approximately
1.76 million shares of its common stock in the transaction. The transaction, which is expected to close in the third quarter of 2008, is subject to various regulatory approvals and the approval
of 1st Independence shareholders.

47

---





ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

In connection with its audits for the three most recent fiscal years ended December 31, 2007, there have been no disagreements with the Company's
independent registered public accounting firm on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

ITEM 9A.    CONTROLS & PROCEDURES

Disclosure Controls and Procedures

As of the end of the period covered by this report, an evaluation was carried out under the supervision and with the participation of the Company's management,
including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934). Based on their evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that the Company's disclosure
controls and procedures are, to the best of their knowledge, effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms as of such date.

Our
management has evaluated our internal control over financial reporting and there were no changes in our internal control over financial reporting that occurred during the most recent
fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

Management's Report on Internal Control Over Financial Reporting

MainSource Financial Group, Inc. (the "Corporation") is responsible for the preparation, integrity, and fair presentation of the consolidated financial
statements included in this annual report. The consolidated financial statements and notes included in this annual report have been prepared in conformity with United States generally accepted
accounting principles and necessarily include some amounts that are based on management's best estimates and judgments.

We,
as management of MainSource Financial Group Inc., are responsible for establishing and maintaining effective internal control over financial reporting that is designed to
produce reliable financial statements in conformity with Untied States generally accepted accounting principles. The system of internal control over financial reporting as it relates to the financial
statements is evaluated for effectiveness by management and tested for reliability through a program of internal audits and other management testing. Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management
assessed the Corporation's system of internal control over financial reporting as of December 31, 2007, in relation to criteria for effective internal control over
financial reporting as described in "Internal Control  Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this
assessment, management concludes that as of December 31, 2007, its system of internal controls over financial reporting is effective and meets the criteria of the "Internal
Control  Integrated Framework". Crowe Chizek and Company LLC, independent registered public accounting firm, has issued an attestation report dated March 12, 2008 on
the Corporation's internal control over financial reporting. This report is incorporated by reference in Item 8 above, under the heading "Report of Independent Registered Public Accounting
Firm".

Robert E.
Hoptry
President and Chief Executive Officer

James M.
Anderson
Senior Vice President and Chief Financial Officer

ITEM 9B.    OTHER INFORMATION

None

48

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PART IV

ITEM 15    EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)(1)
Financial Statements.

Financial
Statements filed as part of this Form 10-K are included under Part II, Item 8, above.

(a)(2)
Financial statement schedules

All
schedules are omitted because they are not applicable or not required, or because the required information is included in the consolidated financial statements or related notes in
Part II, Item 8 above.

(a)(3)
Exhibits:

2.1     Agreement
and Plan of Merger, dated February 26, 2008, among MainSource Financial Group, Inc., 1st Independence Financial
Group, Inc., and 1st Independence Bank, Inc. (incorporated by reference to Exhibit 2.1 to the Report on Form 8-K of the registrant filed
February 27, 2008 with the commission (Commission File No. 0-12422)).

3.1     Restated
Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Annual Report on Form 10-K of the registrant for the fiscal
year ended December 31, 2003 filed March 12, 2004 with the Commission (Commission File No. 0-12422)).

3.2     Bylaws
of MainSource Financial Group, Inc. dated July 17, 2007 (incorporated by reference to Exhibit 3.1 to the Report on
Form 8-K of the registrant filed July 25, 2007 with the Commission (Commission File No. 0-12422)).

4.1     Indenture
dated as of December 19, 2002 between the Registrant, as issuer, and State Street Bank and Trust Company of Connecticut, N.A., as trustee, re:
floating rate junior subordinated deferrable interest debentures due 2032 (incorporated by reference to Exhibit 4.6 to the Annual Report on Form 10-K of the registrant for
the fiscal year ended December 31, 2002 filed March 28, 2003 with the Commission (Commission File No. 0-12422)).

4.2     Amended
and Restated Declaration of Trust dated as of December 19, 2002 among State Street Bank and Trust Company of Connecticut, N.A., as institutional
trustee, the Registrant, as sponsor, and James L. Saner Sr., Donald A. Benziger and James M. Anderson, as administrators (incorporated by reference to Exhibit 4.7 to the
Annual Report on Form 10-K of the registrant for the fiscal year ended December 31, 2002 filed March 28, 2003 with the Commission (Commission File
No. 0-12422)).

4.3     Guarantee
Agreement dated as of December 19, 2002 between the Registrant, and State Street Bank and Trust Company of Connecticut, N.A (incorporated by
reference to Exhibit 4.8 to the Annual Report on Form 10-K of the registrant for the fiscal year ended December 31, 2002 filed March 28, 2003 with the
Commission (Commission File No. 0-12422)).

4.4     Indenture
dated as of April 1, 2003 between the Registrant, as issuer, and U.S. Bank, N.A., as trustee, re: floating rate junior subordinated
deferrable interest debentures due 2033 (incorporated by reference to Exhibit 4.1 to the Quarterly Report on Form 10-Q of the registrant for the quarter ended June 30,
2003 filed August 14, 2003 with the Commission (Commission File No. 0-12422)).

4.5     Amended
and Restated Declaration of Trust dated as of April 1, 2003 among U.S. Bank, N.A., as institutional trustee, the Registrant, as sponsor, and
James L. Saner Sr., Donald A. Benziger and James M. Anderson, as administrators (incorporated by reference to Exhibit 4.2 to the Quarterly Report on
Form 10-Q of the registrant for the quarter ended June 30, 2003 filed August 14, 2003 with the Commission (Commission File No. 0-12422)).

4.6     Guarantee
Agreement dated as of April 1, 2003 between the Registrant, and U.S. Bank, N.A (incorporated by reference to Exhibit 4.3 to the
Quarterly Report on Form 10-Q of the registrant for the quarter ended June 30, 2003 filed August 14, 2003 with the Commission (Commission File
No. 0-12422)).

4.7     Indenture
dated as of June 12, 2003 between the Registrant, as issuer, and The Bank of New York, as trustee, re: rate junior subordinated deferrable interest
debentures due (incorporated by reference to Exhibit 4.4 to the Quarterly Report on Form 10-Q of the registrant for the quarter ended June 30, 2003 filed
August 14, 2003 with the Commission (Commission File No. 0-12422)).

4.8     Amended
and Restated Declaration of Trust dated as of June 12, 2003 among The Bank of New York, as institutional trustee, the Registrant, as sponsor, and
James L. Saner Sr., Donald A. Benziger and James M. Anderson, as administrators (incorporated by reference to Exhibit 4.5 to the Quarterly Report on
Form 10-Q of the registrant for the quarter ended June 30, 2003 filed August 14, 2003 with the Commission (Commission File No. 0-12422)).

4.9     Guarantee
Agreement dated as of June 12, 2003 between the Registrant, and The Bank of New York (incorporated by reference to Exhibit 4.6 to the Quarterly
Report on Form 10-Q of the registrant for the quarter ended June 30, 2003 filed August 14, 2003 with the Commission (Commission File No. 0-12422)).

4.10   Form
of Amended and Restated Declaration of Trust dated as of October 13, 2006, of MainSource Statutory Trust IV, among MainSource Financial
Group, Inc. as sponsor, Wells Fargo Delaware Trust Company as Delaware trustee and Wells Fargo

49

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Bank,
National Association, as institutional trustee (incorporated by reference to Exhibit 10.1 to the periodic report on Form 8-K of the registrant filed October 17,
2006 with the Commission (Commission File No. 0-12422)).

4.11   Form
of Indenture dated as of October 13, 2006, between MainSource Financial Group, Inc. and Wells Fargo Bank, National Association, as trustee
(incorporated by reference to Exhibit 10.2 to the periodic report on Form 8-K of the registrant filed October 17, 2006 with the Commission (Commission File
No. 0-12422)).

4.12   Form
of Guarantee Agreement dated as of October 13, 2006, between MainSource Financial Group, Inc., as guarantor, and Wells Fargo Bank, National
Association, as guarantee trustee (incorporated by reference to Exhibit 10.3 to the periodic report on Form 8-K of the registrant filed October 17, 2006 with the
Commission (Commission File No. 0-12422)).

10.1   Registrant's
2003 Stock Option Plan (incorporated by reference to Exhibit 10.1 to the Annual Report on Form 10-K of the registrant for the
fiscal year ended December 31, 2003 filed March 12, 2004 with the Commission (Commission File No. 0-12422)).*

10.2   Form
of Stock Option Agreement Under 2003 Stock Option Plan for Directors of Registrant dated May 19, 2003 (incorporated by reference to Exhibit 10.2 to
the Annual Report on Form 10-K of the registrant for the fiscal year ended December 31, 2003 filed March 12, 2004 with the Commission (Commission File
No. 0-12422)).*

10.3   Form
of Stock Option Agreement Under 2003 Stock Option Plan for Officers of Registrant (incorporated by reference to Exhibit 10.1 to the Report on
Form 8-K of the registrant filed February 24, 2005 with the Commission (Commission File No. 0-12422)).*

10.4   Form
of Executive Severance Agreement dated January 16, 2001 between the Registrant and James L. Saner, Sr. (incorporated by reference to
Exhibit 10.2 to the Annual Report on Form 10-K of the registrant for the fiscal year ended December 31, 2000 filed March 30, 2001 with the Commission
(Commission File No. 0-12422)).*

10.5   Form
of Executive Severance Agreement dated January 16, 2001 between the Registrant and John C. Parker (incorporated by reference to Exhibit 10.4
to the Annual Report on Form 10-K of the registrant for the fiscal year ended December 31, 2002 filed March 28, 2003 with the Commission (Commission File
No. 0-12422)).*

10.6   Form
of Executive Severance Agreement dated January 16, 2001 between Registrant and Daryl R. Tressler (incorporated by reference to Exhibit 10.6 to
the Annual Report on Form 10-K of the registrant for the fiscal year ended December 31, 2006 filed March 14, 2007 with the Commission (Commission File
No. 0-12422)).*

10.7   Form
of Change-In-Control Agreement dated February 20, 2007 to be effective January 1, 2006, between Registrant and
James M. Anderson (incorporated by reference to Exhibit 10.7 to the Annual Report on Form 10-K of the registrant for the fiscal year ended December 31, 2006
filed March 14, 2007 with the Commission (Commission File No. 0-12422)).*

10.8   Form
of Indemnification Agreement for Directors and Certain Officers of Registrant (incorporated by reference to Exhibit 10.1 to the Report on
Form 8-K of the registrant filed February 24, 2005 with the Commission (Commission File No. 0-12422)).

10.9   Registrant's
2007 Stock Incentive Plan.*

14      Code
of Ethical Conduct (incorporated by reference to Exhibit 14 to the Annual Report on Form 10-K of the registrant for the fiscal year ended
December 31, 2003 filed March 12, 2004 with the Commission (Commission File No. 0-12422)).

21      List
of subsidiaries of the Registrant.

23.1   Consent
of Crowe Chizek and Company LLC

31.1   Certification
pursuant to Section 302 of Sarbanes-Oxley Act of 2002 by Chief Executive Officer

31.2   Certification
pursuant to Section 302 of Sarbanes-Oxley Act of 2002 by Chief Financial Officer

The
following exhibits accompany this periodic report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (the "2002 Act"). These exhibits shall be deemed only to accompany
this periodic report and are not part of this periodic report, shall not be deemed filed for purposes of the Securities Exchange Act of 1934, and may not be for any purpose other than compliance with
the 2002 Act.

32.1   Certification
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Chief Executive Officer

32.2   Certification
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Chief Financial Officer

---

Reference
is made to Item 15(a)(3) above.

None
required

50

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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on the 14th day of March, 2008.

| | MAINSOURCE FINANCIAL GROUP, INC.                          | 
| | --------------------------------------------------------- | 
| | /s/ Robert E. HoptryPresident and Chief Executive Officer | 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report on Form 10-K has been signed by the following persons on
behalf of the registrant and in the capacities with the Company and on the dates indicated.

|Signature |  | Capacity          |  | Date                                                              
|--------- |  | ----------------- |  | ------------------------------------------------------------------
|
|          |  |                   |  |                                                                   
|/s/       |  | William G. Barron |  |                                                                   
|          |  |                   |  |                                                                   
|          |  | William G. Barron |  | Director                                                          
|          |  |                   |  |                                                                   
|/s/       |  | Brian J. Crall    |  |                                                                   
|          |  |                   |  |                                                                   
|          |  | Brian J. Crall    |  | Director                                                          
|          |  |                   |  |                                                                   
|/s/       |  | Douglas I. Kunkel |  |                                                                   
|          |  |                   |  |                                                                   
|          |  | Douglas I. Kunkel |  | Director                                                          
|          |  |                   |  |                                                                   
|/s/       |  | Philip A. Frantz  |  |                                                                   
|          |  |                   |  |                                                                   
|          |  | Philip A. Frantz  |  | Director                                                          
|          |  |                   |  |                                                                   
|/s/       |  | Rick S. Hartman   |  |                                                                   
|          |  |                   |  |                                                                   
|          |  | Rick S. Hartman   |  | Director                                                          
|          |  |                   |  |                                                                   
|/s/       |  | D.J. Hines        |  |                                                                   
|          |  |                   |  |                                                                   
|          |  | D.J. Hines        |  | Director                                                          
|          |  |                   |  |                                                                   
|/s/       |  | Robert E. Hoptry  |  |                                                                   
|          |  |                   |  |                                                                   
|          |  | Robert E. Hoptry  |  | Director
Chairman of the Board
President &
Chief Executive Officer
|          |  |                   |  |                                                                   
|/s/       |  | James M. Anderson |  |                                                                   
|          |  |                   |  |                                                                   
|          |  | James M. Anderson |  | Senior Vice President &
Chief Financial Officer                   

51

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