UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

~~Form~~FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported) July 20, 2005
Date of report (Date of earliest event reported) August 23, 2005
Union Community Bancorp
(Exact Name of Registrant as Specified in Its Charter)
Indiana	000-23543	35-2025237
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
221 East Main Street, Crawfordsville, Indiana		47933
(Address of Principal Executive Offices)		(Zip Code)
(765) 362-2400
(Registrant’s Telephone Number, Including Area Code)
n/a
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

ox Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ox Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~Section 1~~.01 Entry~~ ~~into~~- aRegistrant’s ~~Material~~Business ~~Definitive Agreement.~~and Operations

~~Amendment~~Item of1.01 Entry ~~Union~~into ~~Community~~a ~~Bancorp~~Material ~~Stock~~Definitive ~~Option Plan (the “Option Plan”)~~Agreement

On ~~July 20~~August 23, 2005, ~~the Board of Directors of~~ Union Community Bancorp (the "Registrant") and MainSource Financial “Corporation (“MainSource”) ~~approved~~jointly ~~and~~announced ~~adopted~~the ansigning ~~amendment~~of a definitive agreement (the "Agreement") pursuant to which the ~~Option~~Registrant ~~Plan~~will be merged with and into MainSource (the “Merger”), aand ~~copy~~Registrant’s ofsavings association ~~which~~subsidiary ~~Option~~will ~~Plan~~be ~~was~~merged ~~filed~~with asand ~~Exhibit~~into ~~10(2)~~a tonew ~~the~~Indiana ~~Corporation’s~~commercial ~~Registration~~bank subsidiary ~~Statement~~to ~~filed~~be ~~September 17,~~formed ~~1997~~by MainSource and named MainSource Bank-Crawfordsville (the “Surviving Bank”). ~~Regulations~~The ofAgreement provides that upon the ~~Office~~effective date of ~~Thrift~~the ~~Supervision~~Merger (the ~~“OTS”~~"Effective Time"), ~~permit~~pursuant to election procedures described in the Agreement, ~~immediate~~each ~~vesting~~share of common stock ~~options~~of ~~and~~Registrant will be converted into ~~management~~either ~~recognition~~an ~~grants~~amount inof cash equal to the ~~event~~Purchase Price (as such number may be adjusted at closing) divided by the number of ashares ~~change~~of inRegistrant’s ~~control~~common stock outstanding at the closing of the merger (the “Cash Consideration”), or ~~awarding~~such ~~corporation~~number of shares of common stock, ~~and~~without ~~the~~par ~~Board~~value, of ~~Directors~~MainSource ~~deemed~~(the “Exchange itRatio”) ~~advisable~~(as such number may be adjusted at closing) equal to ~~amend~~the quotient arrived at by dividing the ~~Option~~Cash ~~Plan~~Consideration toby ~~permit~~the ~~vesting~~average of the ~~options~~per share ~~and~~closing ~~other~~prices ~~awards~~of ~~under~~a ~~the~~share ~~Option~~of MainSource common stock as quoted on the ~~Plan~~Nasdaq inStock Market during the ~~event~~ten oftrading adays ~~change~~preceding inthe ~~control~~fifth calendar day preceding the closing of the ~~Corporation~~merger or(the ~~Union~~“MainSource ~~Federal~~Average Stock Price”). If ~~Savings~~the ~~and~~MainSource ~~Loan~~Average ~~Association~~Stock Price is less than $16.50 per share, ~~its~~the ~~savings~~Exchange Ratio ~~association~~will ~~subsidiary~~be ~~(“Union~~equal to the Cash Consideration divided by $16.50. However, ~~Federal”)~~if the MainSource Average Stock Price is greater than $21.50 per share, the Exchange Ratio will be equal to the Cash Consideration divided by $21.50.

~~Accordingly,~~Notwithstanding the ~~Option~~foregoing, ~~Plan~~55% ~~was~~of ~~amended~~the tototal ~~add~~number aof ~~new Section 15 applicable to all presently~~ outstanding ~~and~~shares ~~future~~of ~~stock~~common ~~options. This section provides that in the event~~stock of ~~a change in control, all options previously granted and still outstanding under~~ the ~~Option~~Registrant ~~Plan~~must ~~will~~be ~~become~~converted ~~exercisable~~into inMainSource ~~full~~common ~~immediately prior to the consummation of the change in control~~stock. ~~The~~There ~~holders of those options, in addition~~may ~~to any other rights they may have under the Option Plan and the instrument~~be ~~evidencing~~allocations ~~the grant~~ of ~~the~~cash ~~option,~~or ~~will~~stock ~~have~~made ~~thirty (30) days following a change in control~~ to ~~exercise~~Registrant’s ~~those~~shareholders ~~options.~~(on ~~For purposes of~~ the ~~Option~~basis ~~Plan,~~of ~~as amended, a “change in control” has~~ the ~~meaning~~smallest ~~ascribed~~to in the ~~OTS~~largest ~~regulations appearing at 12 C.F.R. 574.4(a~~shareholder) ~~(other than with respect~~ to ~~any~~ensure ~~change~~that ~~of control~~this ~~resulting from a trustee or other fiduciary holding shares under~~requirement anis ~~employee benefit plan of the Corporation or any of its subsidiaries)~~satisfied.

AAs ~~copy~~of the date hereof, the Purchase Price is $52,993,000, the Cash Consideration is $27.33, and the Exchange Ratio would be 1.495 shares of MainSource common stock if the ~~resolutions~~MainSource ~~adopted~~Average byStock Price were $18.28. If as of the ~~Board~~end of ~~Directors~~the last business ~~setting~~day ~~forth~~preceding ~~new~~the ~~Section~~closing of the merger (the “Computation Date”), 15Registrant’s consolidated shareholders’ equity, determined after making inadjustments, ~~its~~tax ~~entirety~~effected (where appropriate), for the items listed below, is less ~~filed~~than ~~herewith~~$30,600,000, the Purchase Price shall be reduced on a dollar-for-dollar basis by an amount equal to the difference between $30,600,000 and the actual consolidated shareholders’ equity, as ~~Exhibit~~so 10adjusted, as of the Computation Date.1 ~~and~~If ~~incorporated~~at ~~herein~~the Computation Date such consolidated shareholders’ equity is greater than $31,100,000, the Purchase Price shall be increased on a dollar-for-dollar basis by an amount equal to the difference between $31,100,000 ~~this~~and ~~reference~~the actual consolidated shareholders’ equity, as so adjusted, as of the Computation Date. The adjustments to be made in computing consolidated shareholders’ equity are the following:

~~Amendment of~~(1) ~~Union~~accrued ~~Federal~~fees ~~Savings~~payable ~~and~~to ~~Loan~~Registrant’s ~~Association~~investment ~~Recognition~~advisors ~~and~~with ~~Retention~~respect ~~Plan and Trust~~to (the ~~“RRP Plan”)~~merger;

~~On July 20, 2005, the Board of Directors of Union Federal approved and adopted an amendment to the RRP Plan, a copy of which RRP Plan was filed as Exhibit 10~~(32) to the Corporation’s Registration Statement filed September 17, 1997. Regulations of the OTS permit the immediate vesting of stock options and management recognition grants in the event of a change -in -control ofpayments ~~the awarding~~payable ~~corporation,~~under ~~and~~employment ~~the~~agreements ~~Board~~as ofa ~~Directors~~result ~~deemed it advisable to amend the RRP Plan to permit vesting~~ of ~~awards under~~ the ~~RRP~~consummation ~~Plan in the event~~ of ~~a change in control of~~ the ~~Corporation or Union Federal.~~merger;

~~Accordingly, the RRP Plan was amended to amend and add new language to Section 7.01~~(b3) ~~applicable~~ toan ~~all~~estimated ~~presently~~penalty ~~outstanding and future awards. The amendment to the section provides that in the event~~ of ~~a change in control~~$1, ~~all plan shares subject to a plan share award held by a recipient shall be deemed to be earned. For purposes of the RRP Plan~~841,840 payable as ~~amended,~~ a ~~“change~~result ~~in control” has the meaning ascribed in the OTS regulations appearing at 12 C.F.R. 574.4(a) (other than with respect to any change~~ of ~~control~~termination ~~resulting from a trustee or other fiduciary holding shares under an employee benefit plan~~ of the ~~Corporation,~~Registrant’s ~~Union~~data ~~Federal or~~processing ~~any other subsidiaries).~~contract;

~~A copy of the resolutions adopted by the Board of Directors setting forth amended Section 7.01~~(b4) inan ~~its~~amount ~~entirety~~payable isby ~~filed~~Registrant ~~herewith~~ as ~~Exhibit~~a ~~10.2~~result ~~and~~of ~~incorporated herein~~terminating byits ~~this~~defined ~~reference.~~benefit plan;

~~Item 2.02~~(5) ~~Results~~the accrual of ~~Operations~~all compensable vacation and ~~Financial~~sick ~~Condition.~~days for employees of Registrant; and

~~On July 25,~~(6) ~~2005~~the accrual of an additional $500,000 ~~the~~in ~~Corporation~~loan ~~issued~~loss areserves ~~press~~by ~~release~~Registrant’s ~~reporting~~savings ~~its~~association ~~results~~subsidiary ~~of operations~~above ~~for~~reserves equal to the ~~quarter~~greater ~~ended~~of ~~June~~either 30$1,020,000 ~~2005~~or 0.45% of total gross loans outstanding on the Computation Date.

ABased ~~copy of~~on the ~~press~~closing ~~release~~price isof ~~attached~~MainSource ascommon ~~Exhibit~~stock ~~99.1~~on toAugust ~~this Current Report. The information disclosed under this Item 2.02~~22, ~~including~~2005 ~~Exhibit 99~~($18.~~1 hereto~~28), isthe ~~being~~transaction ~~furnished~~has ~~and~~an ~~shall~~aggregate ~~not~~value ~~be deemed “filed” for purposes~~ of ~~Section~~approximately 18$56 ofmillion (assuming ~~the~~all outstanding ~~Securities~~stock ~~Exchange~~options ~~Act~~ of ~~1934,~~Registrant asare ~~amended,~~cashed ~~and~~out ~~shall~~for ~~not~~the ~~be deemed~~difference ~~incorporated~~between bythe ~~reference~~Cash ~~into~~Consideration ~~any~~and ~~filing made under~~ the ~~Securities~~exercise ~~Act~~price of the ~~1933, except as expressly set forth by specific reference in such filing~~options).

In connection with the consummation of the Merger, Alan L. Grimble, J. Lee Walden and Joseph E. Timmons, executive officers of the Registrant, will each terminate their existing employment agreements with the Registrant’s savings association subsidiary in exchange for change of control payments under the terms of those agreements. Mr. Grimble and Mr. Walden will each enter into one-year employment agreements with the Surviving Bank at closing. Mr. Grimble will serve as its President and Chief Executive Officer, and Mr. Walden will serve as an executive officer of the Surviving Bank. The Surviving Bank will have five (5) directors at closing consisting of Mr. Grimble and four other persons to be selected by Registrant and MainSource.

The Merger will be accounted for as a purchase and is expected to close in the first quarter of 2006. The Agreement has been approved by the boards of directors of Registrant and MainSource. However, it is subject to certain other conditions, including the approval of the shareholders of Registrant and the approval of regulatory authorities.

Pursuant to General Instruction F to Form 8-K, the Agreement concerning the Merger is incorporated herein by reference and is attached hereto as Exhibit 10.1.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(c)	Exhibits
	Exhibit No.	Description
	10.1	~~Resolutions~~Agreement and Plan of ~~the~~Merger ~~Board~~among ofMainSource ~~Directors~~Financial ofGroup, Inc., Union Community Bancorp, ~~adopted~~and ~~July~~Union 20Federal Savings and Loan Association dated August 23, 2005.
	10.2	Resolutions of the Board of Directors of Union Federal Savings and Loan Association, adopted July 20, 2005
	99.1	Press Release, dated August 23, 2005
	99.1	Press Release, dated July 25, 2005

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized.

Date: July 26, 2005	Union Community Bancorp
Date: August 23, 2005	Union Community Bancorp
	By:	/s/ JAlan L. ~~Lee Walden~~Grimble
		J. Lee Walden Chief Financial Officer
		Alan L. Grimble Chief Executive Officer

~~EXHIBIT~~EXHBIT INDEX

Exhibit No.	~~Description~~	Description
10.1	~~Resolutions of the Board of Directors of Union Community Bancorp, adopted July 20, 2005~~	Agreement and Plan of Merger among MainSource Financial Group, Inc., Union Community Bancorp, and Union Federal Savings and Loan Association dated August 23, 2005.
10.2	Resolutions of the Board of Directors of Union Federal Savings and Loan Association, adopted July 20, 2005
99.1		Press Release, dated August 23, 2005.
99.1	Press Release, dated July 25, 2005

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