AGREEMENT AND PLAN OF MERGER



     THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is dated to be

effective as of September 28, 2005, by and among MAINSOURCE FINANCIAL GROUP,

INC. ("MainSource"), PEOPLES OHIO FINANCIAL CORPORATION ("POHF") and PEOPLES

SAVINGS BANK OF TROY ("Peoples Savings").



                                   WITNESSETH:



     WHEREAS, MainSource is an Indiana corporation registered as a financial

holding company under the federal Bank Holding Company Act of 1956, as amended

(the "BHC Act"), with its principal office located in Greensburg, Decatur

County, Indiana; and



     WHEREAS, POHF is an Ohio corporation registered as a savings and loan

holding company under the Home Owners' Loan Act, as amended ("HOLA"), with its

principal office located in Troy, Miami County, Ohio; and



     WHEREAS, POHF's principal operating subsidiary is Peoples Savings, an

Ohio-chartered savings and loan association; and



     WHEREAS, MainSource and POHF seek to affiliate through a corporate

reorganization whereby POHF will first merge with and into MainSource and

Peoples Savings will immediately thereafter merge with and into MainSource Bank

- Ohio ("Merger Corp"), a to-be-formed interim Ohio commercial bank with its

principal offices located in Troy, Miami County, Ohio, and the wholly-owned

subsidiary of MainSource, as a result of which merger Peoples Savings will

become a wholly owned subsidiary of MainSource; and



     WHEREAS, the Boards of Directors of each of the parties hereto have

determined that it is in the best interests of their respective corporations or

banks and their respective shareholders to consummate the mergers provided for

herein and have approved this Agreement, authorized its execution and designated

this Agreement a plan of merger.



     NOW, THEREFORE, in consideration of the foregoing premises, the

representations, warranties, covenants and agreements herein contained and other

good and valuable consideration, the receipt and sufficiency of which is hereby

acknowledged, the parties hereby make this Agreement and prescribe the terms and

conditions of the merger of POHF with and into MainSource, and the merger of

Peoples Savings with and into Merger Corp, and the mode of carrying such mergers

into effect as follows:

<PAGE>

                                    ARTICLE I



                               THE COMPANY MERGER



     1.01. The Company Merger.



     (a) General Description. Upon the terms and subject to the conditions of

this Agreement, at the Effective Time (as defined in Article X hereof), POHF

shall merge with and into and under the Articles of Incorporation of MainSource

(the "Company Merger"). The Company Merger is subject to the Subsidiary Merger

(as defined in Section 2.01 hereof) occurring immediately after the Company

Merger, and if the Subsidiary Merger will not close immediately thereafter, the

Company Merger shall not occur. MainSource shall survive the Company Merger

(sometimes hereinafter referred to as the "Surviving Corporation") and shall

continue its corporate existence under the laws of the State of Indiana pursuant

to the provisions of and with the effect provided in the Indiana Business

Corporation Law, as amended (the "IBCL").



     (b) Name, Officers and Directors. The name of the Surviving Corporation

shall be "MainSource Financial Group, Inc." Its principal office shall be

located at 201 North Broadway, Greensburg, Decatur County, Indiana. The officers

of MainSource serving at the Effective Time shall continue to serve as the

officers of the Surviving Corporation, until such time as their successors shall

have been duly elected and have qualified or until their earlier resignation,

death or removal from office. The directors of the Surviving Corporation

following the Effective Time shall be those individuals of MainSource serving as

directors at the Effective Time until such time as their successors have been

duly elected and have qualified or until their earlier resignation, death, or

removal as a director.



     (c) Articles of Incorporation and By-Laws. The Articles of Incorporation

and By-Laws of MainSource in existence at the Effective Time shall remain the

Articles of Incorporation and By-Laws of the Surviving Corporation following the

Effective Time, until such Articles of Incorporation and By-Laws shall be

further amended as provided by applicable law.



     (d) Effect of the Company Merger. At the Effective Time, the title to all

assets, real estate and other property owned by POHF shall vest in Surviving

Corporation as set forth in Indiana Code Section 23-1-40-6, as amended, and Ohio

Revised Code Section 1701.82, as amended, without reversion or impairment. At

the Effective Time, all liabilities of POHF shall be assumed by Surviving

Corporation.



     (e) Integration. At the Effective Time and subject to and upon the terms

and conditions set forth in this Agreement, the parties hereto currently intend

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