(e) Material Compensatory Plans, Contracts or Arrangements

Stock Option Grants

On February 23, 2009, the Compensation Committee of the Board of Directors granted options to purchase common stock to the Company's Chief Executive Officer, Chief Financial Officer, and other "Named Executive Officers", all as set forth in the table below.

Name and Title                          Number of Options

Archie M. Brown, Jr.
President and Chief Executive Officer              17,500

James Anderson
Chief Financial Officer                            10,000

Jeffrey C. Smith
Chief Operating Officer                            10,611

Daryl R. Tressler
President, MainSource Bank                         12,500

Each of the stock options was granted pursuant to the terms of the MainSource 2007 Stock Incentive Plan which was approved by the shareholders of the Company at the 2007 Annual Meeting of Shareholders. The options have an exercise price of $5.40, the closing price of the Company's stock on February 23, 2009. The options have a ten year term and vest as follows: 10% vest on December 31, 2009; an additional 20% vest on December 31, 2010; an additional 30% vest on December 31, 2011; and the final 40% vest on December 31, 2012. Notwithstanding the foregoing, none of the options will vest unless and until such time as the United States Treasury no longer holds any Series A preferred stock of the Company, which preferred stock was issued by the Company to the Treasury as part of the Company's participation in Treasury's Capital Purchase Program. In the event the terms of the options are determined at any time to be illegal pursuant to the provisions of the American Recovery and Reinvestment Act of 2009 (ARRA), or any successor, and any regulations promulgated thereunder, the Compensation Committee of the Company has the authority to amend the option agreements as necessary to make them legal or, if such an amendment is not possible, to declare the agreements null and void. The foregoing description of the stock option grants is qualified in its entirety by reference to the provisions of the form of stock award agreement which is attached as Exhibit 10.1 to this Current Report on Form 8-K.

(d) Exhibits.

10.1 Form of Stock Award Agreement under the MainSource 2007 Stock Incentive Plan (for Executives)