INDEMNIFICATION AGREEMENT

EXHIBIT 10.1

[INDEMNITEE'S NAME]

INDEMNIFICATION AGREEMENT

INDEMNIFICATION AGREEMENT, effective as of _________________ __, 2005,

between MainSource Financial Group, Inc., an Indiana corporation (the

"Company"), and _____________________________________________ (the

"Indemnitee").

WHEREAS, it is essential to the Company that it retain and attract as

directors and executive officers the most highly competent individuals the

Company can reasonably retain and attract, in the face of an increasing

reluctance by these individuals to serve or continue to serve publicly-held

corporations unless they are provided with adequate protection against

inordinate risks of claims and actions against them arising out of their service

to and activities on behalf of the Company;

WHEREAS, the potential inability to retain and attract such individuals

is detrimental to the best interests of the Company's shareholders;

WHEREAS, Indemnitee is or is willing to become a director and/or an

executive officer of the Company;

WHEREAS, both the Company and Indemnitee recognize the increased risk

of litigation and other claims being asserted against directors and executive

officers of public companies in today's environment;

WHEREAS, the Restated Articles of Incorporation and the Bylaws of the

Company require the Company to indemnify and advance expenses to its directors

and executive officers to the full extent permitted by law, and the Indemnitee

has been serving and continues to serve, or is willing to begin to serve, as a

director and/or an executive officer of the Company in part in reliance on such

Restated Articles of Incorporation and Bylaws;

WHEREAS, in recognition of Indemnitee's need for substantial protection

against personal liability in order to enhance Indemnitee's service to the

Company in an effective manner, free from undue concern that he or she will not

be indemnified, and Indemnitee's reliance on the aforesaid Restated Articles of

Incorporation and Bylaws, and in part to provide Indemnitee with specific

contractual assurance that the protection promised by such Restated Articles of

Incorporation and Bylaws will be available to Indemnitee (regardless of, among

other things, any amendment to or revocation of such Restated Articles of

Incorporation and Bylaws or any change in the composition of the Company's Board

of Directors or acquisition transaction relating to the Company), and in order

to induce Indemnitee to continue to provide, or begin to provide, as applicable,

services to the Company as a director (or executive officer) thereof, the

Company wishes to provide in this Agreement for the indemnification of and the

advancing of expenses to Indemnitee to the full extent (whether partial or

complete) permitted by law and as set forth in this Agreement, and, to the

extent insurance is maintained, for the continued coverage

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of Indemnitee under the Company's directors' and officers' liability insurance

policies;

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

continuing or beginning to serve the Company directly or, at its request,

indirectly through another enterprise, and intending to be legally bound hereby,

the parties hereto agree as follows:

1. Certain Definitions:

(a) Change in Control: shall be deemed to have occurred if:

(i) The Company is merged, consolidated, or reorganized with

or into another corporation or other legal person through a

merger, consolidation, share exchange or similar form of

corporate transaction involving the Company or any of its

subsidiaries that requires the approval of the Company's

shareholders, whether for such transaction or the issuance of

securities in the transaction (a "Business Combination"),

unless immediately following such Business Combination: (A)

more than 40% of the total voting power of (x) the corporation

resulting from the consummation of such Business Combination

(the "Surviving Corporation ") or (y) if applicable, the

ultimate parent corporation that directly or indirectly has

beneficial ownership of 100% of the Voting Securities eligible

to elect directors of the Surviving Corporation (the "Parent

Corporation"), is represented by Company Voting Securities

that were outstanding immediately prior to such Business

Combination (or, if applicable, represented by shares into

which such Company Voting Securities were converted pursuant

to such Business Combination), and such voting power among the

holders thereof is in substantially the same proportion as the

voting power of such Company Voting Securities among the

holders thereof immediately prior to the Business Combination,

(B) no person (other than any employee benefit plan sponsored

or maintained by the Surviving Corporation or the Parent

Corporation or any employee stock benefit trust created by the

Surviving Corporation or the Parent Corporation) is or becomes

the beneficial owner, directly or indirectly, of twenty-five

percent (25%) or more of the total voting power of the

outstanding Voting Securities eligible to elect directors of

the Parent Corporation (or, if there is no Parent Corporation,

the Surviving Corporation) and (C) at least one-half of the

members of the board of directors of the Parent Corporation

(or, if there is no Parent Corporation, the Surviving

Corporation) were incumbent directors of the Company at the

time of the approval of the execution of the initial agreement

providing for such Business Combination by the Company's board

of directors (the circumstances described in clauses (A), (B)

and (C) are collectively referred to as the "Business

Combination Requirements");

(ii) The Company sells or otherwise transfers all or

substantially all of its assets to any other corporation or

other legal person, unless each of the Business Combination

Requirements specified in subsection (i) immediately above is

satisfied;

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(iii) There is a report filed on Schedule 13D or Schedule

14D-l (or any successor schedule, form or report), each as

promulgated pursuant to the Securities Exchange Act of 1934,

as amended (the "Exchange Act"), disclosing that any person

(as the term "person" is used in Section 13(d)(3) or Section

14(d)(2) of the Exchange Act) has become the beneficial owner

(as the term "beneficial owner" is defined under Rule 13d-3 or

any successor rule or regulation promulgated under the

Exchange Act) of securities representing twenty-five percent

(25%) or more of the voting power of the then outstanding

Voting Securities of the Company;

(iv) The Company files a report or proxy statement with the

Securities and Exchange Commission pursuant to the Exchange

Act disclosing in response to Form 8-K or Schedule 14A (or any

successor schedule, form or report or item therein) that a

change in control of the Company, other than through any

event(s) referred to in paragraphs (i) through (iii) of this

Section l(a) hereof, has or may have occurred or will or may

occur in the future pursuant to any then-existing contract or

transaction; or

(v) If during any period of two (2) consecutive years,

individuals who at the beginning of any such period constitute

the directors (including for this purpose any new director

whose election or nomination for election by the Company's

shareholders was approved by a vote of at least two-thirds

(2/3) of the directors then still in office who were directors

at the beginning of such period) cease for any reason to

constitute at least a majority thereof (excluding any

director's seat that is vacant or otherwise unoccupied).

Notwithstanding the foregoing provisions of (iii) and (iv) above, a "Change in

Control" shall not be deemed to have occurred for purposes of this Agreement (x)

solely because (A) the Company, (B) a subsidiary, or (C) any Company-sponsored

employee stock ownership plan or other employee benefit plan of the Company

either files or becomes obligated to file a report or proxy statement under or

in response to Schedule 13D, Schedule 14D-l, Form 8-K or Schedule 14A (or any

successor schedule, form or report or item therein) under the Exchange Act,

disclosing beneficial ownership by it of shares, whether in excess of

twenty-five percent (25%) of the voting power or otherwise, or because the

Company reports that a change of control of the Company has or may have occurred

or will or may occur in the future by reason of such beneficial ownership or (y)

solely because of a change in control of any subsidiary.

(a) Claim: any pending, completed or overtly threatened action, suit or

proceeding, or any inquiry, hearing or investigation, whether conducted by the

Company or any other party, that Indemnitee in good faith believes might lead to

the institution of any such action, suit or proceeding, whether civil, criminal,

administrative, investigative or other.

(b) Expense Advance is defined in Section 2(a) hereof.

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(c) Expenses include reasonable attorneys' fees and all other costs,

expenses and obligations paid or incurred in connection with investigating,

defending, being a witness in or participating in (including on appeal), or

preparing to defend, be a witness in or participate in any Claim relating to any

Indemnifiable Event.

(d) Indemnifiable Event: any event or occurrence related to the fact

that Indemnitee is or was a director, officer, employee, agent or fiduciary of

the Company, or is or was serving at the request of the Company as a director,

officer, employee, trustee, agent or fiduciary of another corporation,

partnership, joint venture, employee benefit plan, trust or other enterprise, or

by reason of anything done or not done by Indemnitee in any such capacity.

(e) Potential Change in Control shall be deemed to have occurred if (i)

the Company enters into an agreement or arrangement, the consummation of which

would result in the occurrence of a Change in Control; (ii) any person

(including the Company) publicly announces an intention to take or to consider

taking actions which if consummated would constitute a Change in Control; (iii)

any person other than a trustee or other fiduciary holding securities under an

employee benefit plan of the Company acting in such capacity or a corporation

owned, directly or indirectly, by the shareholders of the Company in

substantially the same proportions as their ownership of shares of the Company,

who is or becomes the beneficial owner, directly or indirectly, of securities of

the Company representing 10% or more of the combined voting power of the

Company's then outstanding Voting Securities, increases his beneficial ownership

of such securities by or 5% or more of such outstanding Voting Securities over

the percentage so owned by such person on the date hereof; or (iv) the Board

adopts a resolution to the effect that, for purposes of this Agreement, a

Potential Change in Control has occurred.

(f) Reviewing Party: any appropriate person or body consisting of a

member or members of the Company's Board of Directors or any other person or

body appointed by the Board (including the special, independent counsel referred

to in Section 3 hereof) who is not a party to the particular Claim for which

Indemnitee is seeking indemnification.

(g) Voting Securities: any securities of the Company that vote

generally in the election of directors.

2. Basic Indemnification Arrangement.

(a) In the event I