**Exhibit10.6**

**EXECUTIVESEVERANCE AGREEMENT**

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

**RE C I T A L S:**

A.                                 TheCompany considers the establishment and maintenance of a sound and vitalmanagement to be essential to protecting and enhancing the best interests ofthe Company and its shareholders;

B.            The Company recognizes that, as is thecase with many publicly held corporations, the possibility of a change incontrol may arise and that such possibility may result in the departure ordistraction of management personnel to the detriment of the Company and itsshareholders;

C.            The Board of Directors of theCompany (the “Board”) has determined that it is in the best interests of theCompany and its shareholders to secure Executive’s continued services and toensure Executive’s continued and undivided dedication to his duties in theevent of any threat or occurrence of a Change in Control (as defined in Section1) of the Company; and

D.            The Board has authorized the Companyto enter into this Agreement.

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

**AG R E E M E N T:**

**1.****Definitions**. As used in thisAgreement, the following terms shall have the respective meanings set forthbelow:

(a) “BonusAmount” means the annual incentive bonus earned by Executive from theCompany during the last completed fiscal year of the Company immediatelypreceding Executive’s Date of Termination (annualized in the event Executivewas not employed by the Company for the whole of any such fiscal year).

----

(b) “Cause”means (i) the willful and continued failure of Executive to performsubstantially his duties with the Company (other than any such failureresulting from Executive’s incapacity due to physical or mental illness or anysuch failure subsequent to Executive being delivered a Notice of Terminationwithout Cause by the Company or delivering a Notice of Termination for GoodReason to the Company) after a written demand for substantial performance isdelivered to Executive by the Board that specifically identifies the manner inwhich the Board believes that Executive has not substantially performedExecutive’s duties, (ii) the willful engaging by Executive in illegal conductor gross misconduct that is demonstrably and materially injurious to theCompany, or (iii) the conviction of Executive of, or a plea by Executive ofnolo contendre to, a felony. For purpose of this paragraph (b), no act orfailure to act by Executive shall be considered “willful” unless done oromitted to be done by Executive in bad faith and without reasonable belief thatExecutive’s action or omission was legal, regulatory compliant, and in the bestinterests of the Company. Any act, or failure to act, based upon authoritygiven pursuant to a resolution duly adopted by the Board, based upon the adviceof counsel for the Company or upon the instructions of the Company’s chiefexecutive officer or another senior officer of the Company, shall beconclusively presumed to be done, or omitted to be done, by Executive in goodfaith and in the best interests of the Company. Cause shall not exist unlessand until the Company has delivered to Executive a copy of a resolution dulyadopted by three-fourths (3/4) of the entire Board (excluding Executive ifExecutive is a Board member) at a meeting of the Board called and held for suchpurpose (after reasonable notice to Executive and an opportunity for Executive,together with counsel, to be heard before the Board), finding that in the goodfaith opinion of the Board an event set forth in clauses (i) or (ii) hasoccurred and specifying the particulars thereof in detail. The Company mustnotify Executive of any event constituting Cause within ninety (90) daysfollowing the Company’s knowledge of its existence or such event shall notconstitute Cause under this Agreement.

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

(i) individualswho, on January 16, 2001, constitute the Board (the “Incumbent Directors”)cease for any reason to constitute at least a majority of the Board, providedthat any person becoming a director subsequent to January 16, 2001, whoseelection or nomination for election was approved by a vote of at leasttwo-thirds of the Incumbent Directors then on the Board (either by a specificvote or by approval of the proxy statement of the Company in which such personis named as a

2

----

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

(ii) any “person”(as such term is defined in Section 3(a)(9) of the Securities Exchange Act of1934, as amended (the “Exchange Act”), and as used in Sections 13(d)(3) and 14(d)(2)of the Exchange Act) is or becomes a “beneficial owner” (as defined in Rule13d-3 under the Exchange Act), directly or indirectly, of securities of theCompany representing 25% or more of the combined voting power of the Company’sthen outstanding securities eligible to vote for the election of the Board (the“Company Voting Securities”); provided, however, that the event described inthis paragraph (ii) shall not be deemed to be a Change in Control by virtue ofany of the following acquisitions: (A) by the Company or any Subsidiary, (B) byany employee benefit plan sponsored or maintained by the Company or anySubsidiary, or by any employee stock benefit trust created by the Company orany Subsidiary, (C) by any underwriter temporarily holding securities pursuantto an offering of such securities, (D) pursuant to a Non-Qualifying Transaction(as defined in paragraph (iii)), (E) pursuant to any acquisition by Executiveor any group of persons including Executive (or any entity controlled byExecutive or any group of persons including Executive); or (F) a transaction(other than one described in (iii) below) in which Company Voting Securitiesare acquired from the Company, if a majority of the Incumbent Directorsapproves a resolution providing expressly that the acquisition pursuant to thisclause (F) does not constitute a Change in Control under this paragraph (ii);

(iii) theconsummation of a merger, consolidation, share exchange or similar form ofcorporate transaction involving the Company or any of its Subsidiaries thatrequires the approval of the Company’s shareholders, whether for suchtransaction or the issuance of securities in the transaction (a “BusinessCombination”), unless immediately following such Business Combination: (A) morethan 40% of the total voting power of (x) the corporation resulting from theconsummation of such Business Combination (the “Surviving Corporation”) or (y)if applicable, the ultimate parent corporation that directly or indirectly hasbeneficial ownership of 100% of the voting securities eligible to electdirectors of the Surviving Corporation (the “Parent Corporation”), isrepresented by Company Voting Securities that were outstanding immediatelyprior to such Business Combination (or, if applicable, represented by sharesinto which

3

----

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

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

Notwithstandingthe foregoing, a Change in Control of the Company shall not be deemed to occursolely because any person acquires beneficial ownership of more than 25% of theCompany Voting Securities as a result of the acquisition of Company VotingSecurities by the Company that reduces the number of Company Voting Securitiesoutstanding; provided, that if after such acquisition by the Company suchperson becomes the beneficial owner of additional Company Voting Securitiesthat increases the percentage of outstanding Company Voting Securitiesbeneficially owned by such person, a Change in Control of the Company shallthen occur.

(d) “Date ofTermination” means (1) the effective date on which Executive’s employmentby the Company terminates as specified in a prior written notice by the Companyor Executive, as the case may be, to the other, delivered pursuant to Section10, or (2) if Executive’s employment by the Company terminates by reason ofdeath, the date of death of Executive.

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

4

----

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

(i) (A) any changein the duties or responsibilities (including reporting responsibilities) ofExecutive that is inconsistent in any material and adverse respect withExecutive’s positions, duties, responsibilities or status with the Companyimmediately prior to such Change in Control (including any material and adversediminution of such duties or responsibilities);

(ii) (A) areduction by the Company in Executive’s rate of annual base salary as in effectimmediately prior to such Change in Control, or as the same may be increasedfrom time to time thereafter, or (B) the failure by the Company to payExecutive an annual bonus in respect of the year in which such Change inControl occurs or any subsequent year in an amount greater than or equal to theannual bonus earned for the year prior to the year in which such Change inControl occurs, provided that Executive has met any requisite performancecriteria threshold necessary to the payment of such annual bonus in respect ofthe year in which such Change in Control occurs or such subsequent year.

(iii) anyrequirement of the Company that Executive (A) be based anywhere more thanthirty (30) miles from the office where Executive is located at the time of theChange in Control or (B)endure overnight travel on Company business to anextent substantially greater than the travel obligations of Executiveimmediately prior to such Change in Control;

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

5

----

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

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

Notwithstandinganything herein to the contrary, termination of employment by Executive for anyreason during the 30-day period commencing six (6) months after the date of aChange in Control shall constitute Good Reason.

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

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

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

(i) “Subsidiary”means any corporation or other entity in which the Company has a direct orindirect ownership interest of 50% or more of the total combined voting powerof the then outstanding securities or interests of such corporation or otherentity entitled to vote generally in the election of directors or in which theCompany has the right to receive 50% or more of the distribution of profits or50% of the assets upon liquidation or dissolution.

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

6

----

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

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

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

**4.Payments Upon Termination of Employment**.

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

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

7

----

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

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

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

8

----

becomes eligibleto receive welfare benefits from such employer, the welfare benefits describedherein shall be secondary to such benefits during the period of Executive’seligibility, but only to the extent that the Company reimburses Executive forany increased cost and provides any additional benefits necessary to giveExecutive the benefits provided hereunder. The Executive’s accrued benefits asof the Date of Termination under the Company’s employee benefit plans shall bepaid to Executive in accordance with the terms of such plans.

(c) QualifyingTermination — SERP Accrual. If during the Termination Period the employmentof Executive shall terminate pursuant to a Qualifying Termination, the Companyshall provide Executive with two (2)****additionalyears****of service credit under allnon-qualified retirement plans and excess benefit plans in which the Executiveparticipated as of his Date of Termination; provided, however, that ifExecutive’s Date of Termination is within two (2) years of Executive’sRetirement Date, the number of years of additional service credit (as describedin this Section 4(c)) shall be equal to the product of (x) two, and (y) theAdjustment Fraction.

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

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

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

9

----

acceleration ofany payment, award, benefit or distribution) by the Company (or any affiliatedentity) or any entity that effectuates a Change in Control (or any of itsaffiliated entities) to or for the benefit of Executive (whether pursuant tothe terms of this Agreement or otherwise, but determined without regard to anyadditional payments required under this Section 5) (the “Payments”) would besubject to the excise tax imposed by Section 4999 of the Internal Revenue Codeof 1986, as amended (the “Code”), or any interest or penalties are incurred byExecutive with respect to such excise tax (such excise tax, together with anysuch interest and penalties, are hereinafter collectively referred to as the “ExciseTax”), then the Company shall pay to Executive an additional payment (a “Gross-UpPayment”) in an amount such that after payment by Executive of all taxes(including any Excise Tax) imposed upon the Gross-Up Payment, Executive retainsan amount of the Gross-Up Payment equal to the sum of (x) the Excise Taximposed upon the Payments and (y) the product of any deductions disallowedbecause of the inclusion of the Gross-up Payment in Executive’s adjusted grossincome and the highest applicable marginal rate of federal income taxation forthe calendar year in which the Gross-up Payment is to be made. For purposes ofdetermining the amount of the Gross-up Payment, the Executive shall be deemedto (i) pay federal income taxes at the highest marginal rates of federal incometaxation for the calendar year in which the Gross-up Payment is to be made,(ii) pay applicable state and local income taxes at the highest marginal rateof taxation for the calendar year in which the Gross-up Payment is to be made,net of the maximum reduction in federal income taxes which could be obtainedfrom deduction of such state and local taxes and (iii) have otherwise allowabledeductions for federal income tax purposes at least equal to the Gross-upPayment.

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

10

----

pursuant to thisprovision.

(b) Subject to theprovisions of Section 5(a), all determinations required to be made under thisSection 5, including whether and when a Gross-Up Payment is required, theamount of such Gross-Up Payment, the reduction of the Payments to the SafeHarbor Cap and the assumptions to be utilized in arriving at suchdeterminations, shall be made by the public accounting firm that is retained bythe Company as of the date immediately prior to the Change in Control (the “AccountingFirm”), which shall provide detailed supporting calculations both to theCompany and Executive within fifteen (15) business days of the receipt ofnotice from the Company or the Executive that there has been a Payment, or suchearlier time as is requested by the Company (collectively, the “Determination”).In the event that the Accounting Firm is serving as accountant or auditor forthe individual, entity or group effecting the Change in Control, Executive mayappoint another regionally or nationally recognized public accounting firm tomake the determinations required hereunder (which accounting firm shall then bereferred to as the Accounting Firm hereunder). All fees and expenses of theAccounting Firm shall be borne solely by the Company and the Company shallenter into any agreement  requested bythe Accounting Firm in connection with the performance of the serviceshereunder. The Gross-up Payment under this Section 5 with respect to any Paymentsshall be made no later than thirty (30) days following such Payment. If theAccounting Firm determines that no Excise Tax is payable by Executive, it shallfurnish Executive with a written opinion to such effect, and to the effect thatfailure to report the Excise Tax, if any, on Executive’s applicable federalincome tax return will not result in the imposition of a negligence or similarpenalty. In the event the Accounting Firm determines that the Payments shall bereduced to the Safe Harbor Cap, it shall furnish Executive with a writtenopinion to such effect. The Determination by the Accounting Firm shall bebinding upon the Company and Executive. As a result of the uncertainty in theapplication of Section 4999 of the Code at the time of the Determination, it ispossible that Gross-Up Payments which will not have been made by theCompanyshould have been made (“Underpayment”) or Gross-up Payments are made by theCompany which should not have been made (“Overpayment”), consistent with thecalculations required to be made hereunder. In the event that the Executivethereafter is required to make payment of any Excise Tax or additional ExciseTax, the Accounting Firm shall determine the amount of the Underpayment thathas occurred and any such Underpayment (together with interest at the rateprovided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by theCompany to or for the benefit of Executive. In the event the amount of theGross-up Payment exceeds the amount necessary to reimburse the Executive forhis Excise Tax, the Accounting Firm shall determine the amount of theOverpayment that has

11

----

been made and anysuch Overpayment (together with interest at the rate provided in Section1274(b)(2) of the Code) shall be promptly paid by Executive (to the extent hehas received a refund if the applicable Excise Tax has been paid to theInternal Revenue Service) to or for the benefit of the Company. Executive shallcooperate, to the extent his expenses are reimbursed by the Company, with anyreasonable requests by the Company in connection with any contests or disputeswith the Internal Revenue Service in connection with the Excise Tax.

**6.Withholding Taxes.** The Company may withhold from all paymentsdue to Executive (or his beneficiary or estate) hereunder all taxes that, by applicablefederal, state, local or other law, the Company is required to withholdtherefrom.

**7.Reimbursement of Expenses**. If any contest or dispute shallarise under this Agreement involving termination of Executive’s employment withthe Company or involving the failure or refusal of the Company to perform fullyin accordance with the terms hereof, the Company shall reimburse Executive, ona current basis, for all reasonable legal fees and expenses, if any, incurredby Executive in connection with such contest or dispute (regardless of theresult thereof), together with interest in an amount equal to the prime rate aspublished in the *The Wall Street Journal*from time to time in effect, but in no event higher than the maximum legal ratepermissible under applicable law, such interest to accrue from the date theCompany receives Executive’s statement for such fees and expenses through thedate of payment thereof, regardless of whether or not Executive’s claim isupheld by an arbitration panel.

**8.Scope of Agreement**. Nothing in this Agreement shall be deemedto entitle Executive to continued employment with the Company or itsSubsidiaries, and if Executive’s employment with the Company shall terminateprior to a Change in Control, Executive shall have no further rights under thisAgreement (except as otherwise provided hereunder); provided, however, that anytermination of Executive’s employment during the Termination Period shall besubject to all of the provisions of this Agreement.

**9.Successors; Binding Agreement.**

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

12

----

(b) The Companyagrees that in connection with any Business Combination, it will cause anysuccessor entity to the Company unconditionally to assume (and for any ParentCorporation in such Business Combination to guarantee), by written instrumentdelivered to Executive (or his beneficiary or estate), all of the obligationsof the Company hereunder. Failure of the Company to obtain such assumption andguarantee prior to the effectiveness of any such Business Combination thatconstitutes a Change in Control shall be a breach of this Agreement and shallconstitute Good Reason hereunder and shall entitle Executive to compensationand other benefits from the Company in the same amount and on the same terms asExecutive would be entitled hereunder if Executive’s employment were terminatedfollowing a Change in Control by reason of a Qualifying Termination. Forpurposes of implementing the foregoing, the date on which any such BusinessCombination becomes effective shall be deemed the date Good Reason occurs, andshall be the Date of Termination if requested by Executive.

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

**10.  Notice.**

(a)  For purposes of this Agreement, all noticesand other communications required or permitted hereunder shall be in writingand shall be deemed to have been dully given when delivered or five (5) daysafter deposit in the United States mail, certified and return receiptrequested, postage prepaid, addressed as follows:
| If to Executive:    | At the address  set forth below |
|---------------------|---------------------------------|
|                | the signatory                   |
|                |                            |
|                |                            |
|                |                            |
| If to the  Company: | MainSource  Financial Group     |
|                | 201 North  Broadway             |
|                | Greensburg,  Indiana 47240      |
|                | Attn: Chairman  of the Board    |

 

 

 

13

----

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

(b)    A written notice of Executive’s date oftermination by the Company or Executive, as the case may be, to the other,shall (i) indicate the specific termination provision in this Agreement reliedupon, (ii) to the extent applicable, set forth in reasonable detail the factsand circumstances claimed to provide a basis for termination of Executive’semployment under the provision so indicated and (iii) specify the Date ofTermination (which date shall not be less than fifteen (15) (thirty (30), iftermination is by the Company for Disability) nor more than sixty (60) daysafter the giving of such notice).  Thefailure by Executive or the Company to set forth in such notice any fact orcircumstance that contributes to a showing of Good Reason or Cause shall notwaive any right of Executive or the Company hereunder or preclude Executive orthe Company from asserting such fact or circumstance in enforcing Executive’sor the Company’s rights hereunder.

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

**12.Employment with Subsidiaries**. Employment with the Company for

14

----

purposes of this Agreementshall include employment with any Subsidiary.

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

**14.Governing Law; Validity**. The interpretation, construction andperformance of this Agreement shall be governed by and construed and enforcedin accordance with the internal laws of the State of Indiana without regard tothe principle of conflicts of laws. The invalidity or unenforceability of anyprovision of this Agreement shall not affect the validity or enforceability ofany other provision of this Agreement, which other provisions shall remain infull force and effect.

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

**16.Miscellaneous.** No provision of this Agreement may be modifiedor waived unless such modification or waiver is agreed to in writing and signedby Executive and by a duly authorized officer of the Company. No waiver byeither party hereto at any time of any breach by the other party hereto of, orcompliance with, any condition or provision of this Agreement to be performedby such other party shall be deemed a waiver of similar or dissimilarprovisions or conditions at the same or at any prior or subsequent time. Exceptas set forth in Sections l(b) and l(f), the failure by Executive or the Companyto insist upon strict compliance with any provision of this Agreement or toassert any right Executive or the Company may have hereunder shall not bedeemed to be a waiver of such provision or right or any other provision orright of this Agreement. Except as otherwise specifically provided herein, therights of, and benefits payable to, Executive, his estate or his beneficiariespursuant to this Agreement are in addition to any rights of, or benefitspayable to, Executive, his estate or his beneficiaries under any otheremployeebenefit plan or compensation program of the Company.

**INWITNESS WHEREOF**, the Company has caused this Agreement to be executedby a duly authorized officer of the Company and Executive has executed thisAgreement, in each case as of the day and year first set

15

----

forth above.
|        | MainSource Financial Group |
|--------|----------------------------|
|   |                       |
|   | By:                        |   |
|   |                       | James L. Saner,  Sr., President |
|   |                       | and Chief  Executive Officer |
|   |                       | (the “Company”) |
|   |                       |   |
|   |                       |   |
|   |                       |   |
|   |                       |   |
|   |                       | Daryl R.  Tressler |
|   |                       | 1572 Nickolas  Ct. |
|   |                       | Greensburg,  Indiana 47240 |
|   |                       | (“Executive”) |

 

16

----