Item 5.03. Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.

On July 20, 2009, the Board of Directors of the Company approved an amendment to Article 3 of the Company's By-laws to add a new Section 3.15 to read as follows:

Section 3.15. STAGGERED TERMS. The Board of Directors of the Corporation shall not be governed by the provisions of Indiana Code § 23-1-33-6(c) regarding staggered terms of directors.

The description of the foregoing amendment to the By-laws is qualified in its entirety by reference to the full text of the By-laws, as approved by the Board of Directors on July 20, 2009, a copy of which is filed as Exhibit 3.1 to this Current Report and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

3.1 Amended and Restated Bylaws of MainSource Financial Group, Inc. (as adopted by the Board of Directors of the Company on July 20, 2009)

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