CEO Monthly July 2017

CEO MONTHLY / JULY 2017 11 Top-Performing Midwest Community Banking Organisations Announce Agreement to Merge g 2018 diluted earnings per share by $0.09 or 5%, and total 2019 diluted earnings per share by $0.17 or 9%, excluding estimated restructuring charges of approximately $63 million. These estimates include $12 million in annual revenue loss related to the Durbin Amendment, as well as $2 million of annual expense related to added regulatory and compliance costs associated with crossing the $10 billion asset threshold, both of which are expected to phase-in over time. Applying pro forma merger adjustments and assuming the expected early 2018 closing, dilution to tangible book value per common share is estimated to be $0.64 or 5.4%, with an earn back period of approximately 3.0 years using the crossover method, inclusive of all restructuring charges. For additional information, please see the investor presentation associated with this announcement at www. Sandler O’Neill + Partners, L.P. served as lead financial advisor and provided a fairness opinion to First Financial, with RBC Capital Markets, LLC also aiding. Squire Patton Boggs LLP served as First Financials’ legal counsel. Keefe, Bruyette & Woods, Inc. served as financial advisor and provided a fairness opinion to MainSource and Smith Amundsen LLC served as MainSource’s legal counsel. In connection with the proposed merger, First Financial will file with the Securities and Exchange Commission (the ‘SEC’) a registration statement on Form S-4 to register the shares of First Financial common stock to be issued to MainSource shareholders.