Item 1.01 Entry into a Material Definitive Agreement

On October 20, 2008, the Company entered into Indemnification Agreements with Archie M. Brown, Jr., D.J. Hines and Brian Crall, each of whom are directors of the Company, and Jeffrey C. Smith, the Chief Operating Officer of the Company, in the form of the Indemnification Agreement filed as Exhibit 10.1 to the Form 8-K on February 24, 2005 (Commission File No. 0-12422).

Item 2.02. Results of Operations and Financial Condition.

On October 22, 2008, MainSource Financial Group, Inc. issued a press release announcing certain financial results for its third quarter ended September 30, 2008. The press release is furnished with this report as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release of MainSource Financial Group, Inc. dated October 22, 2008.

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