AGREEMENT AND PLAN OF MERGER

EXHIBIT 2.1

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AGREEMENT AND PLAN OF MERGER

dated as of March 10, 2005

among

NATIONAL CITY CORPORATION,

THE MADISON BANK & TRUST COMPANY

MAINSOURCE FINANCIAL GROUP, INC.

and

MAINSOURCE BANK

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TABLE OF CONTENTS

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Page No.

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ARTICLE I DEFINITIONS.............................................................................................1

SECTION 1.01 Certain Defined Terms....................................................................1

SECTION 1.02 Other Definitions........................................................................6

SECTION 1.03 Interpretation and Rules of Construction.................................................7

ARTICLE II THE MERGER.............................................................................................8

SECTION 2.01 The Merger...............................................................................8

(a) The Merger.........................................................................................8

(b) Filings............................................................................................8

(c) Effective Time.....................................................................................8

(d) Effects of the Merger..............................................................................8

(e) Articles of Incorporation; Bylaws..................................................................8

(f) Directors and Officers.............................................................................8

SECTION 2.02 Effect on Capital Stock..................................................................8

SECTION 2.03 Merger Consideration.....................................................................9

(a) Merger Consideration Calculation...................................................................9

(b) Payment of the Merger Consideration................................................................9

(c) Closing Payment Adjustment.........................................................................9

ARTICLE III REPRESENTATIONS AND WARRANTIES OF NATIONAL CITY......................................................10

SECTION 3.01 Organization and Authority of National City.............................................10

SECTION 3.02 Organization, Authority and Qualification and Capital Stock of Madison; Ownership of Shares. 11

SECTION 3.03 Subsidiaries............................................................................11

SECTION 3.04 No Conflict; Consents and Approvals.....................................................11

SECTION 3.05 Financial Information; Absence of Changes or Events.....................................12

SECTION 3.06 Litigation..............................................................................12

SECTION 3.07 Taxes...................................................................................13

SECTION 3.08 Regulatory Approvals....................................................................13

SECTION 3.09 Legal Compliance........................................................................13

SECTION 3.10 Employee Matters; ERISA.................................................................14

SECTION 3.11 Real Property...........................................................................15

SECTION 3.12 Material Contracts......................................................................15

SECTION 3.13 Title to Assets.........................................................................16

SECTION 3.14 Environmental Matters...................................................................16

SECTION 3.15 Loans...................................................................................17

SECTION 3.16 Deposit Insurance.......................................................................17

SECTION 3.17 Absence of Undisclosed Liabilities......................................................17

SECTION 3.18 CRA Rating..............................................................................18

SECTION 3.19 Capital Requirements....................................................................18

SECTION 3.20 Brokers.................................................................................18

SECTION 3.21 National City Disclosure Letter.........................................................18

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ARTICLE IV REPRESENTATIONS AND WARRANTIES OF MAINSOURCE AND PURCHASER............................................18

SECTION 4.01 Organization and Authority..............................................................18

SECTION 4.02 No Conflict.............................................................................19

SECTION 4.03 Governmental Consents and Approvals.....................................................19

SECTION 4.04 Litigation..............................................................................20

SECTION 4.05 Brokers.................................................................................20

SECTION 4.06 Regulatory Approvals....................................................................20

SECTION 4.07 Available Funds.........................................................................20

SECTION 4.08 Compliance With Laws....................................................................20

SECTION 4.09 CRA Rating..............................................................................21

SECTION 4.10 Capital Requirements....................................................................21

SECTION 4.11 MainSource Disclosure Letter............................................................21

ARTICLE V PRE-MERGER AGREEMENTS..................................................................................21

SECTION 5.01 Conduct of Business Prior to the Effective Time.........................................21

SECTION 5.02 Confidentiality.........................................................................23

SECTION 5.03 Regulatory Applications.................................................................23

SECTION 5.04 Exclusivity.............................................................................23

SECTION 5.05 Notification............................................................................24

SECTION 5.06 Conversion..............................................................................24

SECTION 5.07 MainSource Acquisitions.................................................................24

ARTICLE VI EMPLOYEE MATTERS......................................................................................24

SECTION 6.01 Transferred Employees...................................................................24

SECTION 6.02 Retirement..............................................................................25

SECTION 6.03 Service Recognition.....................................................................25

SECTION 6.04 Severance Upon Termination of a Transferred Employee....................................25

SECTION 6.05 Performance Bonus.......................................................................25

SECTION 6.06 COBRA...................................................................................25

SECTION 6.07 Earned Vacation.........................................................................25

ARTICLE VII TAX MATTERS..........................................................................................26

SECTION 7.01 Tax Returns for Periods Through the Effective Time......................................26

SECTION 7.02 Cooperation on Tax Matters..............................................................27

SECTION 7.03 Certain Taxes...........................................................................27

ARTICLE VIII CONDITIONS TO EFFECT THE MERGER.....................................................................28

SECTION 8.01 Conditions to Each Party's Obligation to Effect the Merger..............................28

SECTION 8.02 Conditions to Obligations of National City..............................................28

(a) Representations, Warranties and Covenants.........................................................28

(b) Merger Consideration..............................................................................28

SECTION 8.03 Condition to Obligations of Purchaser...................................................29

(a) Representations, Warranties and Covenants.........................................................29

(b) Termination of Contract...........................................................................29

ARTICLE IX POST-MERGER COVENANTS.................................................................................29

SECTION 9.01 Further Action..........................................................................29

SECTION 9.02 Record Retention........................................................................29

SECTION 9.03 Covenant Not To Compete; Non-Solicitation...............................................29

ARTICLE X INDEMNIFICATION........................................................................................30

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SECTION 10.01 Survival of Representations and Warranties.............................................30

SECTION 10.02 National City's Indemnification........................................................30

SECTION 10.03 MainSource Group Members Indemnification...............................................30

SECTION 10.04 Third-Party Claims.....................................................................31

SECTION 10.05 Direct Claims..........................................................................31

SECTION 10.06 Limits on Indemnification..............................................................32

SECTION 10.07 Exclusive Remedy.......................................................................32

ARTICLE XI TERMINATION AND WAIVER................................................................................33

SECTION 11.01 Termination............................................................................33

SECTION 11.02 Effect of Termination..................................................................33

SECTION 11.03 Waiver.................................................................................34

SECTION 11.04 Termination Fee........................................................................34

ARTICLE XII GENERAL PROVISIONS...................................................................................34

SECTION 12.01 Expenses...............................................................................34

SECTION 12.02 Notices................................................................................34

SECTION 12.03 Public Announcements...................................................................35

SECTION 12.04 Severability...........................................................................35

SECTION 12.05 Entire Agreement.......................................................................35

SECTION 12.06 Assignment.............................................................................36

SECTION 12.07 No Third-Party Beneficiaries...........................................................36

SECTION 12.08 Amendment..............................................................................36

SECTION 12.09 Binding Effect.........................................................................36

SECTION 12.10 Governing Law..........................................................................36

SECTION 12.11 Counterparts...........................................................................36

SECTION 12.12 Waiver of Jury Trial...................................................................36

Exhibits

Exhibit A December 2004 Balance Sheet

Exhibit B December 2004 Income Statement

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AGREEMENT AND PLAN OF MERGER

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THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is made and entered

into as of March 10, 2005 (the "Agreement Date"), by and among NATIONAL CITY

CORPORATION, a Delaware corporation ("National City"), THE MADISON BANK & TRUST

COMPANY, an Indiana state chartered bank and a direct and a wholly-owned

subsidiary of National City ("Madison"), MAINSOURCE FINANCIAL GROUP, INC., an

Indiana corporation ("MainSource Financial"), and MAINSOURCE BANK, an Indiana

state chartered bank and a wholly-owned subsidiary of MainSource Financial

("Purchaser"). MainSource Financial and Purchaser are sometimes referred to

individually herein as a "MainSource Group Member" and together as the

"MainSource Group Members". National City, Madison, MainSource Financial and

Purchaser are sometimes referred to herein individually as a "Party" and

collectively as the "Parties".

RECITALS

A. National City is the legal and beneficial owner of 110,000 shares

(the "Shares") of capital stock, $10.00 par value per share, of Madison, which

constitutes one hundred percent (100%) of the issued and outstanding shares of

capital stock and the rights to purchase capital stock of Madison.

B. It is the desire of the Parties for Madison to merge with and into

Purchaser, in a transaction in which the separate corporate existence of Madison

will thereupon cease with Purchaser surviving (the "Merger"), upon the terms and

subject to the conditions set forth herein.

C.In order to induce National City to cause Madison to merge with and

into Purchaser, MainSource Financial has agreed jointly and severally with

Purchaser, to be a party to the undertakings, covenants, representations and

warranties of Purchaser contained herein, and MainSource Financial will benefit

as the principal owner of Purchaser from the transactions contemplated herein.

NOW, THEREFORE, in consideration of the premises and the mutual

agreements and covenants herein contained, and intending to be legally bound

hereby, the Parties agree as follows:

ARTICLE I.

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DEFINITIONS

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SECTION 1.01 Certain Defined Terms. As used in this Agreement, in

addition to the terms defined elsewhere herein, the following terms shall have

the meanings ascribed to them in this Section 1.01:

(a) "Action" shall mean any action, suit, arbitration, inquiry,

proceeding, hearing or investigation by or before any court, arbitration,

tribunal or panel or any Governmental Authority.

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(b) "Affiliate" means, with respect to any specified Person, any other

Person that directly or indirectly through one or more intermediaries, controls,

is controlled by, or is under common control with, such specified Person.

(c) "Business Premises Lease" means a lease identified on Schedule

1.01(c) attached to the National City Disclosure Letter, whereby Madison is a

tenant.

(d) "COBRA" shall mean Section 601 et seq. of ERISA and Section 4980B

of the Code.

(e) "Call Report" means a report called "Consolidated Reports of

Condition and Income" on the FFIEC Form 031, consisting of a balance sheet,

income statement and changes in equity capital as of the end of the period to

which such Call Report relates.

(f) "Claim" shall mean a claim, demand, assessment, Governmental Order,

Action or settlement involving an Indemnifiable Loss.

(g) "Claim Notice" shall mean a notice specifying in reasonable detail

(i) the nature of a Claim, (ii) each applicable provision of this Agreement or

Related Agreement under which such Claim arises, (iii) if then known, the amount

of the Indemnifiable Loss incurred, or anticipated to be incurred, as a result

of such Claim and the method of computation thereof, and (iv) if the

Indemnifiable Loss attributable to such Claim is, in whole or in part, at the

time when the Claim Notice is given, contingent, unaccrued, unasserted or

unliquidated: (A) the circumstances under which the Indemnifiable Loss

attributable to such Claim will accrue, be asserted, be liquidated or otherwise

would become certain, (B) an estimate of the amount of anticipated Indemnifiable

Loss and the basis for such estimate, (C) an estimate of the timing of the

Claim's accrual, assertion, liquidation or certainty and the basis therefore,

and (D) an estimate of the likelihood of the Claim's eventual accrual,

assertion, liquidation or certainty.

(h) "Code" means the Internal Revenue Code of 1986, as amended.

(i) "Confidentiality Agreement" means the letter agreement dated as of

February 17, 2005 between National City and MainSource Financial.

(j) "December 2004 Balance Sheet" means the balance sheet of Madison's

Call Report for the quarterly period ended as of December 31, 2004, which is

attached hereto as Exhibit A.

(k) "December 2004 Income Statement" means the income statement of

Madison's Call Report for the quarterly period ended December 31, 2004, which is

attached hereto as Exhibit B.

(l) "Deposits Premium" means 7.54%, which is the premium to be paid on

the Closing Deposits Amount.

(m) "ERISA" means Section 3.(3) of the Employee Retirement Income

Security Act of 1974, as amended.

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(n) "Encumbrance" means any lien, mortgage, pledge, claim, option,

charge, easement, security interest, right-of-way, encumbrance or other right or

restriction of any Person of any kind, including, without limitation, any

restriction on the use, voting, transfer, receipt of income or other exercise of

any attributes of ownership.

(o) "Environmental Laws" means any Law relating to (i) the protection

or restoration of the environment, health or safety (in each case as relating to

the environment) or natural resources; or (ii) the handling, use, presence,

disposal, release or threatened release of any Hazardous Substance.

(p) "FFIEC" means Federal Financial Institutions Examination Council.

(q) "GAAP" means United States generally accepted accounting principles

as in effect at the date of a financial statement to which it refers, and

applied consistently in the preparation of the financial statement throughout

the period involved.

(r) "Governmental Authority" means (i) any United States federal, state

or local government, governmental, regulatory or administrative authority,

agency, panel instrumentality, political subdivision, branch, department,

official, entity or commission, (ii) any court, tribunal, or judicial or

arbitral body or (iii) governmental or quasi-governmental body exercising, or

entitled to exercise, any administrative, executive, judicial, legislative,

police, regulatory or taxing authority or power of any nature pertaining to

government.

(s) "Governmental Order" means any order, writ, judgment, injunction,

decree, stipulation, determination or award entered by or with a Governmental

Authority.

(t) "Hazardous Substance" means (i) any substance in any concentration

that is listed, classified or regulated pursuant to any Environmental Law; (ii)

any petroleum product or by-product, polychlorinated biphenyls, radioactive

materials or radon; or (iii) any other substance which is the subject of

regulatory action against Madison by any Governmental Authority pursuant to any

Environmental Law.

(u) "Indemnifiable Loss" shall mean any and all costs, damages,

disbursements, obligations, penalties, liabilities, losses, expenses,

assessments, judgments, settlements or deficiencies (including any interest,

penalties, investigation, legal, accounting and other costs and expenses

reasonably incurred in the investigation, collection, prosecution and defense of

any Action and amounts paid in settlement), actually paid or incurred by the

Indemnitee, provided that the Indemnitee shall make commercially reasonable

efforts to minimize the amount of such Indemnifiable Loss, but excluding from

the determination of an Indemnifiable Loss, internal costs (such as employee

compensation and attributed overhead), lost interest, special and consequential

damages (including, without limitation, damages due to lost business, lost

profits and lost opportunity) and exemplary or punitive damages unless such

items are awarded as part of a Third-Party Claim and are actually paid or

incurred by the Indemnitee.

(v) "Indemnitee" shall mean any Person entitled to indemnification

under Article X below in respect of a claim for indemnity that properly may be

sought pursuant to this Agreement.

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(w) "Indemnitor" shall mean any Person required to indemnify any

Indemnitee under Article X below in respect of a claim for indemnity which

properly may be sought pursuant to this Agreement.

(x) "Knowledge of National City" means the actual knowledge of the

officers, directors and employees of National City and Madison listed on

Schedule 1.01(x) attached to the National City Disclosure Letter.

(y) "Law" means any United States federal, state, local statute, law,

ordinance, regulation, rule, code, order, other requirement or rule enacted,

adopted, issued or promulgated by any Governmental Authority.

(z) "Leased Business Premises" means the premises identified on

Schedule 1.01(z) attached to the National City Disclosure Letter and more

particularly described in the related Business Premises Lease.

(aa) "Loans Premium" means 6.00%, which is the premium to be paid on

the Closing Loans Amount.

(bb) "Material Adverse Effect" means (A) any circumstance, event or

condition (individually or in the aggregate) that has a material, negative

effect on the financial condition, properties, assets, value, business or

results of operation of a Party, and its Affiliates, taken as a whole or (B)

materially impairs the ability of a Party to consummate the Merger; provided,

however, that a Material Adverse Effect shall not be deemed to include the

impact of (i) actions contemplated by this Agreement or with the prior consent

of the other Party, (ii) changes in Laws or interpretations thereof that are

generally applicable to similarly situated entities, (iii) changes attributable

to or resulting from changes in general economic conditions affecting similarly

situated entities and (iv) any change, effect, event or occurrence arising out

of the announcement or performance of this Agreement and the Merger, including

any expenses incurred in connection therewith.

(cc) "Owned Real Property" means the parcels of real land identified on

Schedule 1.01(cc) attached to the National City Disclosure Letter, together with

any buildings, improvements and fixtures located on the land and all

rights-of-way or use, easements and other rights benefiting or appurtenant to

the land.

(dd) "Permitted Personal Property Encumbrances" means any (i)

Encumbrance securing Taxes, assessments and governmental charges or levies, both

general and special, that are not yet due and payable, (ii) Encumbrances imposed

by Law, such as materialmen's, mechanics', carriers', workmen's and repairmen's

liens and other similar Encumbrances arising in the ordinary course of business

securing obligations that are not overdue, (iii) pledges or deposits made in the

ordinary course of business to secure obligations under workers' compensation

Laws or similar legislation or to secure public or statutory obligations; and

(iv) Encumbrance that individually or in the aggregate, do not materially

detract from the value of the Owned Real Property or materially interfere with

the use thereof.

(ee) "Permitted Real Property Encumbrances" means any (i) Encumbrance

securing Taxes, assessments and governmental charges or levies, both general and

special, that are not yet due and payable, (ii) zoning and land use

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restrictions, (iii) reservations, easements, covenants, conditions, restrictions

and other similar title exceptions or Encumbrances affecting an Owned Real

Property described on Schedule 1.01(ee) attached to the National City Disclosure

Letter, (iv) Encumbrances imposed by Law, such as materialmen's, mechanics',

carriers', workmen's and repairmen's liens and other similar Encumbrances

arising in the ordinary course of business securing obligations that are not

overdue, (v) pledges or deposits made in the ordinary course of business to

secure obligations under workers' compensation Laws or similar legislation or to

secure public or statutory obligations; and (vi) Encumbrance that individually

or in the aggregate, do not materially detract from the value of the Owned Real

Property or materially interfere with the current use thereof.

(ff) "Person" means any Governmental Authority, individual,

partnership, firm, corporation, limited liability company, association, trust,

unincorporated organization or other entity, as well as any syndicate or group

that would be deemed to be a person under Section 13(d)(3) of the Securities

Exchange Act of 1934, as amended.

(gg) "Reference Deposits Amount" means $169,073,608.

(hh) "Reference Deposits Premium" means the product of the Reference

Deposits Amount multiplied by the Deposits Premium, namely $12,748,150.

(ii) "Reference Loans Amount" means $56,876,817.

(jj) "Reference Loans Premium" means the product of the Reference Loans

Amount multiplied by the Loans Premium, namely $3,412,609.

(kk) "Reference Total Equity Capital" means $13,000,000.

(ll) "Regulations" means the Treasury Regulations promulgated under the

Code.

(mm) "Tax" or "Taxes" means any and all federal, state, local, or

foreign income, payroll and/or withholding, gross receipts, license, excise,

severance, stamp, occupation, premium, windfall profits, environmental

(including taxes under Section 59A of the Code), capital stock, franchise,

profits, real property, personal property, sales, use, transfer, registration,

value added, alternative or add-on minimum, estimated, or other tax of any kind

whatsoever, including any interest, penalty, or addition thereto, whether

disputed or not.

(nn) "Tax Return" means any return, declaration, report, claim for

refund, or information return or statement relating to Taxes, including any

schedule or attachment thereto, and including any amendment thereof.

(oo) "Third-Party Claim" shall mean any claim or Action asserted or

filed by a Third-Party against an Indemnitee with respect to any matter for

indemnification is owing to such Indemnitee pursuant to Article X below.

(pp) "Transaction Documents" means, collectively, this Agreement and

each agreement, instrument and document required to be executed and delivered

pursuant to the terms of this Agreement.

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SECTION 1.02 Other Definitions. The following terms shall have the

meanings defined in the Section indicated:

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Articles of Merger Section 2.01(a)

Agreement Preamble

Agreement Date Preamble

BHCA Section 3.01

Basket Section 10.06(a)

Cap Section 10.06(a)

Closing Balance Sheet Section 2.03(c)(i)

Closing Deposits Amount Section 2.03(c)(i)

Closing Deposits Premium Section 2.03(a)

Closing Loans Amount Section 2.03(c)(i)

Closing Loans Premium Section 2.03(a)

Closing Payment Section 2.03(b)(i)

Closing Total Equity Capital Section 2.03(c)(i)

Conversion Section 5.06

De Minimis Claims Amount Section 10.06(a)

Direct Claim Section 10.05

Effective Time Section 2.01(c)

FDIA Section 3.16

FDIC Section 3.04

FRB Section 3.04

IBCL Section 2.01(a)

IRS Section 3.07(a)

Loan Portfolio Sale Section 5.07

Madison Preamble

Madison Classified Loans Section 3.15(a)

Madison Employee Plans Section 3.10(c)

Madison Employees Section 3.10(a)

Madison Financial Statements Section 3.05(a)

Madison Past-Due Loans Section 3.15(a)

MainSource Acquisition Section 5.07

MainSource Disclosure Letter Article IV

MainSource Financial Preamble

MainSource Group Member/MainSource Group Members Preamble

Material Contracts Section 3.12(a)

Merger Consideration Section 2.03(a)

Merger Recital B

National City Preamble

National City Disclosure Letter Article III

National City Indemnitee Section 10.03

Party/Parties Preamble

Permitted Pre-Merger Actions Section 5.07

Purchaser Preamble

Purchaser Indemnitee Section 10.02

Retirement Plans Section 6.01

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Shares Recital A

Short-Term Disability Employee Section 6.01

State Entities Section 3.04

Surviving Corporation Section 2.01(c)

Termination Fee Section 11.04

Transferred Employees Section 6.01

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SECTION 1.03 Interpretation and Rules of Construction. In this

Agreement, except to the extent that the context otherwise requires:

(i) when a reference is made in this Agreement to an Article, Section,

Exhibit or Schedule, such reference is to an Article or Section of, or an

Exhibit or a Schedule to, this Agreement unless otherwise indicated;

(ii) the headings for this Agreement are for reference purposes only

and do not affect in any way the meaning or interpretation of this Agreement;

(iii) whenever the words "include," "includes" or "including" are used

in this Agreement, they are deemed to be followed by the words "without

limitation";

(iv) the words "hereof," "herein" and "hereunder" and words of similar

import, when used in this Agreement, refer to this Agreement as a whole and not

to any particular provision of this Agreement;

(v) all terms defined in this Agreement have the defined meanings when

used in any certificate or other document made or delivered pursuant hereto,

unless otherwise defined therein;

(vi) the definitions contained in this Agreement are applicable to the

singular as well as the plural forms of such terms;

(vii) any Law defined or referred to herein or in any agreement or

instrument that is referred to herein means such Law or statute as from time to

time amended, modified or supplemented, including by succession of comparable

successor Laws;

(viii) references to a Person are also to its permitted successors and

assigns;

(ix) the use of "or" means "either or both" unless expressly indicated

otherwise; and

(x) unless otherwise specified in this Agreement, all references to

currency, monetary values and dollars set forth herein shall mean United States

(U.S.) dollars.

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ARTICLE II

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THE MERGER

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SECTION 2.01 The Merger.

(a) The Merger. Subject to the terms and conditions of this Agreement

and in reliance upon the representations, warranties, covenants and agreements

contained herein, at the Effective Time, Madison will merge with and into

Purchaser, and the separate corporate existence of Madison will thereupon cease

with Purchaser being the surviving corporation in the Merger in accordance with

the applicable provisions of the Indiana Financial Institutions Act and the

Indiana Business Corporation Law (the "IBCL").

(b) Filings. As soon as practicable after the satisfaction or waiver of

all conditions to the Merger specified in Article VIII below, and provided this

Agreement has not been terminated pursuant to Section 11.01 below, the Parties

will file articles of merger or other appropriate documents (in any such case,

the "Articles of Merger") with the Indiana Department of Financial Institutions

and the Indiana Secretary of State of the State of Indiana in such form as

required by, and executed in accordance with the provisions of, the Indiana

Financial Institutions Act and the IBCL.

(c) Effective Time. The Merger shall become effective at the time (the

"Effective Time") of the last of the following events to occur: (i) the filing

of the Articles of Merger; or (ii) such later time as shall be specified in such

filing.

(d) Effects of the Merger. At and after the Effective Time, the Merger

will have the effects set forth in Section 23-1-40-6 of the IBCL. Without

limiting the generality of the foregoing, and subject thereto, at the Effective

Time Purchaser shall be the surviving Person in the Merger (sometimes referred

to herein as the "Surviving Corporation"), and all the property, rights,

privileges, powers and franchises of Madison and Purchaser shall vest in the

Surviving Corporation, and all debts, liabilities, obligations, restrictions,

disabilities and duties of Madison and Purchaser shall become the debts,

liabilities, obligations, restrictions, disabilities and duties of the Surviving

Corporation.

(e) Articles of Incorporation; Bylaws. At the Effective Time, the

articles of incorporation and bylaws of Purchaser as in effect immediately prior

to the Effective Time shall be the articles of incorporation and bylaws of the

Surviving Corporation until thereafter changed or amended as provided by

applicable Law and such articles of incorporation and bylaws.

(f) Directors and Officers. The directors and officers of Purchaser

shall be the directors and officers of the Surviving Corporation until duly

changed in accordance with applicable Law.

SECTION 2.02 Effect on Capital Stock. At the Effective Time, by virtue

of the Merger and without any action on the part of National City, each of the

Shares will be converted into the right to receive an amount equal to the Merger

Consideration divided by the number of Shares issued and outstanding immediately

prior to the Merger, as calculated in accordance with Section 2.03 below. Any

Madison common stock that is owned by Madison as treasury stock shall be

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canceled and shall cease to exist and no cash or other consideration shall be

delivered in exchange therefor.

SECTION 2.03 Merger Consideration.

(a) Merger Consideration Calculation. The aggregate consideration to be

paid to National City (the "Merger Consideration") shall be the sum of (i) the

Closing Total Equity Capital, plus (ii) the product of the Closing Deposits

Amount multiplied by the Deposits Premium (as to such product, the "Closing

Deposits Premium"), plus (iii) the product of the Closing Loans Amount

multiplied by the Loans Premium (as to such product, the "Closing Loans

Premium").

(b) Payment of the Merger Consideration. Purchaser shall pay the Merger

Consideration due to National City as follows:

(i) At the Effective Time, Purchaser shall pay an amount (the "Closing

Payment") equal to the sum of (A) the Reference Total Equity Capital, plus (B)

the Reference Deposits Premium, plus (C) the Reference Loans Premium, by wire

transfer or immediately available funds to such accounts and pursuant to such

wire instructions as are designated by National City in writing.

(ii) Within three (3) Business Days of the final determinations of

"Closing Total Equity Capital," "Closing Deposits Premium," and "Closing Loans

Premium," the remaining balance of the Merger Consideration shall be paid by

Purchaser to National City, or any portion of the Closing Payment shall be

reimbursed by National City to Purchaser, as follows:

(A) If the Merger Consideration (as finally determined pursuant to

Section 2.03(c) below) is greater than the Closing Payment, Purchaser shall make

an additional payment to National City in an amount equal to the positive

difference between the final Merger Consideration calculation and the Closing

Payment.

(B) If the Merger Consideration (as finally determined pursuant to

Section 2.03(c) below) is less than the Closing Payment, then National City

shall make a payment to Purchaser in an amount equal to the difference between

the Closing Payment and the final Merger Consideration calculation.

(c) Closing Payment Adjustment.

(i) As promptly as practicable, but in any event within forty-five (45)

Business Days following the last day of the month in which the Merger occurs,

Purchaser and National City shall agree upon the balance sheet of Madison as of

the Effective Time (the "Closing Balance Sheet") and the corresponding "Total

Equity Capital" (the "Closing Total Equity Capital"), "Deposits" (the "Closing

Deposits Amount"), and the book value of the "Loans" (the "Closing Loans

Amount") using the same accounting principles, policies and practices used by

Madison in preparation of the December 2004 Balance Sheet. For purposes of this

Section 2.03(c)(i), "Deposits" shall not include deposits of Government

Authorities in excess of the amount of deposits of Government Authority in the

Madison Financial Statements.

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(ii) If Purchaser and National City are unable to agree upon the

"Closing Total Equity Capital," "Closing Deposits Amount," and "Closing Loans

Amount," calculations, then, within ten (10) Business Days of such

determination, the items in dispute shall be submitted to an independent auditor

mutually agreed upon by Purchaser and National City for final determination. The

independent auditor shall deliver its calculations of the "Closing Total Equity

Capital," "Closing Deposits Amount," and "Closing Loans Amount," calculations to

Purchaser and National City within twenty (20) Business Days of its engagement,

and the determinations of the independent auditor shall become binding, final

and conclusive upon all of the Parties and enforceable in a court of law. The

fees and expenses of any such auditor will be shared equally between Purchaser

and National City. The independent auditor shall not render any determination on

matters that involve taking evidence from non-accounting experts, nor shall the

independent auditor determine questions of law. The independent auditor shall

make its determination as an expert notwithstanding the failure of either Party

to provide the independent auditor with comfort letters or management

representation letters.

(iii) From the Effective Time until the final determinations of

"Closing Total Equity Capital," "Closing Deposits Amount," and "Closing Loans

Amount," Purchaser and National City shall cause their respective financial,

accounting and management employees to fully cooperate with one another in the

preparation and review of the Closing Balance Sheet and shall otherwise provide

the other Party, and such other Party's respective representatives, with

reasonable access to the books, records and accounts relating to Madison that

may then be in its possession in order to assist in the preparation and review

of the Closing Balance Sheet.

ARTICLE III

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REPRESENTATIONS AND WARRANTIES OF NATIONAL CITY

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As an inducement to Purchaser to enter into this Agreement, except as

set forth in the disclosure letter of even date herewith from National City to

Purchaser (the "National City Disclosure Letter"), National City hereby

represents and warrants to Purchaser as follows:

SECTION 3.01 Organization and Authority of National City. National City

is a corporation duly organized, validly existing and in good standing under the

laws of the State of Delaware, and is registered as a financial holding company

under the Bank Holding Company Act of 1956, as amended (the "BHCA"). National

City has all necessary power and authority to enter into this Agreement and the

Transaction Documents to which National City is a party, to carry out its

obligations hereunder and thereunder and to consummate the transactions

contemplated hereby and thereby. The execution and delivery of this Agreement

and the Transaction Documents to which National City is a party by National

City, the performance by National City of its obligations hereunder and

thereunder and the consummation by National City of the transactions

contemplated hereby and thereby have been duly authorized by all requisite

action on the part of National City. This Agreement has been, and upon its

execution the Transaction Documents to which National City is a party shall have

been, duly executed and delivered by National City, and (assuming due

authorization, execution and delivery by each MainSource Group Member) this

Agreement constitutes, and upon its execution the Transaction Documents to which

National City is a party will constitute, legal, valid and binding obligations

of National City enforceable against National City in accordance with its terms,

except as may be limited by bankruptcy, insolvency, moratorium, reorganization

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or similar Laws affecting the rights of creditors generally and the availability

of equity remedies.

SECTION 3.02 Organization, Authority and Qualification and Capital

Stock of Madison; Ownership of Shares.

(a) Madison is a state chartered bank duly organized, validly existing

and in good standing under the laws of the State of Indiana and has all

necessary power and authority to own, operate or lease the properties and assets

now owned, operated or leased by it and to carry on its business as it has been

and is currently conducted. True and correct copies of the Articles of

Incorporation and By-laws of Madison, including all material amendments and

supplements have been made available to Purchaser.

(b) The authorized capital stock of Madison consists of 110,000 shares

of capital stock, $10.00 par value per share, of which 110,000 shares have been

issued. The Shares are the only shares of such authorized capital stock that are

issued and outstanding. National City owns directly all of the issued and

outstanding shares of common stock of Madison free and clear of all

Encumbrances. All of the Shares are validly issued, fully paid and

non-assessable. National City owns, is record holder of, and has good and

marketable title to, all of the Shares free of preemptive rights. There are no

other securities of Madison of any kind or nature issued or outstanding,

including options, warrants, convertible securities or other rights, agreements,

arrangements or commitments of any character or obligating National City,

Madison or their Affiliates to issue or sell any shares of equity in Madison.

There are no voting trusts, shareholder agreements, proxies or other agreements

or understandings in effect with respect to the voting or transfer of any of the

Shares.

SECTION 3.03 Subsidiaries. Madison does not own, beneficially or

otherwise, directly or indirectly, any capital stock or other equity securities

or other ownership interest in any Person.

SECTION 3.04 No Conflict; Consents and Approvals.

(a) Assuming the making and obtaining of all filings, notifications,

consents, approvals, and authorizations, except as may result from any facts or

circumstances relating solely to a MainSource Group Member, the execution,

delivery and performance of this Agreement and the Transaction Documents by

National City and Madison do not and will not (i) violate, conflict with or

result in the breach of any provision of the Certificate of Incorporation or

By-laws of National City or the Articles of Incorporation or By-laws of Madison,

(ii) conflict with or violate any Law or Governmental Order applicable to

National City or Madison or (iii) conflict with or result in any breach of,

constitute a default (or event which with the giving of notice or lapse of time,

or both, would become a default) under, require any consent under, or give to

others any rights of termination, amendment, acceleration, suspension,

revocation, or cancellation of, or result in the creation of any Encumbrance on

any of the assets or properties of Madison pursuant to, any note, bond, mortgage

or indenture, contract, agreement, lease, sublease, license, permit, franchise

or other instrument or arrangement to which Madison is a party or by which any

of such assets or properties are bound or affected which would have a Material

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Adverse Effect on the ability of National City or Madison to consummate the

transactions contemplated by this Agreement and the Transaction Documents.

(b) No consent, approval, authorization or permit of or from, or filing

with or notification to, any Governmental Authority is required by or with

respect to National City or Madison in connection with the execution or delivery

of this Agreement, or the consummation of the transactions contemplated hereby,

except (i) filings with, and approval by, the Federal Reserve Board (the "FRB")

and Federal Deposit Insurance Corporation (the "FDIC"), as applicable, (ii)

filings with, and approvals by, the Indiana Department of Financial Institutions

and such other state regulatory agencies (including, but not limited to, other

state bank and insurance regulatory agencies) as may be required (collectively,

the "State Entities"), (iii) filings and approvals pursuant to any applicable

state takeover Law, (iv) any consents, authorizations, approvals, filings or

exemptions in connection with compliance with applicable provisions of federal

and state securities Laws relating to the regulations of broker-dealers,

investment advisers or transfer agents, (v) consents, approvals, authorizations,

permits, filings or notifications which, if not obtained or made will not,

individually or in the aggregate, have a Material Adverse Effect, or (vi) as may

be necessary as a result of any facts or circumstances relating solely to a

MainSource Group Member.

SECTION 3.05 Financial Information; Absence of Changes or Events.

(a) The December 2004 Balance Sheet and December 2004 Income Statement

(together, the "Madison Financial Statements") present fairly, in all material

respects, the financial condition and results of operations of Madison as of

December 31, 2004 and for the quarterly period then ended, and were prepared in

accordance with GAAP consistently applied, subject to normal year-end adjustment

and the absence of notes.

(b) Since December 31, 2004, Madison has not (i) incurred any material

liability or obligation (indirect, direct or contingent), except in the ordinary

course of its business consistent with past practices (and except for the

entering into of this Agreement) or (ii) suffered any change, or any event

involving a prospective change, in its business, financial condition or results

of operation, which as to clauses (i) and (ii) has had, or is likely to have, a

Material Adverse Effect upon Madison.

SECTION 3.06 Litigation. (i) There is no Action pending against

National City (that arises from or relates to Madison) or Madison nor, to the

Knowledge of National City, is any such Action threatened, and (ii) there is no

Action against National City (that arises from or relates to Madison) or Madison

pending before any Governmental Authority or, to the Knowledge of National City,

threatened to be brought by or before any Governmental Authority, which, as to

clauses (i) and (ii) will, either alone or in the aggregate with all such other

matters, have a Material Adverse Effect upon Madison. Madison is not subject to

or affected by any Governmental Order, and, to the Knowledge of National City,

there are no Governmental Orders threatened to be imposed on or affecting

Madison by any Governmental Authority, which will, either alone or in the

aggregate with all such other matters, have a Material Adverse Effect upon

Madison.

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SECTION 3.07 Taxes.

(a) Madison has filed all Tax Returns that it was required to file. All

such Tax Returns were correct and complete in all material respects. All Taxes

owed by Madison (whether or not shown on any Tax Return) have been paid, and

Madison is not (i) delinquent in the payment of any Taxes shown on such returns

or reports or on any assessments received by it for such Taxes; (ii) aware of

any pending or threatened audit or examination for income taxes for any year by

the Internal Revenue Service ("IRS") or any state tax agency; or (iii) a party

to any action or proceeding with, nor has any claim been asserted against it by,

any Governmental Authority for assessment or collection of Taxes. Madison is not

currently the beneficiary of any extension of time within which to file any Tax

Return, although it is anticipated to be extended in all pertinent filing

jurisdictions for purposes of all 2004 income-based Tax Returns. No claim has

ever been made by a Governmental Authority in a jurisdiction where Madison does

not file Tax Returns that it is or may be subject to taxation by that

jurisdiction. None of the Tax Returns of Madison have been audited by the IRS or

any state tax agency for any period since the 2002 Tax year of Madison. The

reserve for Taxes in the Madison Financial Statements is, in the opinion of

management, adequate in all material respects to cover all of the tax

liabilities of Madison (including, without limitation, income taxes and

franchise fees) as of such date in accordance with GAAP. Madison is not bound by

any tax indemnity, tax sharing or tax allocation agreement or arrangement.

(b) Madison has withheld and paid all Taxes required to have been

withheld and paid in connection with amounts paid or owing to any employee,

independent contractor, creditor, shareholder, or other Person.

(c) Madison has not waived any statute of limitations in respect of

Taxes or agreed to any extension of time with respect to a Tax assessment or

deficiency, except as a member of National City's consolidated or unitary group.

SECTION 3.08 Regulatory Approvals. As of the Agreement Date, National

City has no reason to believe that any Governmental Authority would oppose or

not grant or issue its consent or approval, if requested, with respect to the

Merger, other than by reason of facts or circumstances relating solely to a

MainSource Group Member and/or its Affiliates.

SECTION 3.09 Legal Compliance.

(a) Madison is in compliance with all Laws except for such

non-compliance that, either alone or in the aggregate, is not reasonably likely

to have a Material Adverse Effect upon Madison. Madison possesses and holds all

licenses, franchises, permits, certificates and other authorizations necessary

for the continued conduct of its business without interference or interruption,

except where the failure to hold such license, franchise, permit, certificate

and other authorization is not likely to have a Material Adverse Effect upon

Madison.

(b) Neither National City nor Madison is a party to any written

agreement or memorandum of understanding with, or a party to any commitment

letter or similar undertaking to, or is subject to any Governmental Order or

directive by, or is a recipient of any extraordinary supervisory letter from, a

Governmental Authority that would reasonably be expected to have the effect of

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preventing, delaying, making illegal or otherwise interfering with the

consummation of the Merger or which will, either alone or in the aggregate, have

a Material Adverse Effect upon Madison.

(c) All of the existing offices and branches of Madison have been

legally authorized and established in accordance in all material respects with

all applicable Laws. Madison has no approved but unopened offices or branches.

SECTION 3.10 Employee Matters; ERISA.

(a) Schedule 3.10(a) attac