mfb_8k0107ex101.htm


    Exhibit
      10.1

    
 

    


     

    AGREEMENT
      AND PLAN OF
      MERGER

     

    dated
      as of January 7,
      2008

     

    by
      and among

     

    MUTUALFIRST
      FINANCIAL,
      INC.

     

    MUTUALFIRST
      ACQUISITION
      CORP.

     

    and

     

    MFB
      CORP.

     

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	 	 	
                TABLE
                  OF
                  CONTENTS

              	 
	 	 	 	 	 
	 	 	 	
                Page

              	 
	 	 	 	 	 
	
                RECITALS

              	 	
                1

              	 
	 	 	 	 
	
                ARTICLE
                  I

              	
                CERTAIN
                  DEFINITIONS

              	
                2

              	 
	 	 	 	 
	 	
                1.1

              	
                Certain
                  Definitions

              	
                2

              	 
	 	 	 	 
	
                ARTICLE
                  II

              	
                THE
                  TRANSACTIONS

              	
                9

              	 
	 	 	 	 
	 	
                2.1

              	
                The
                  Merger

              	
                9

              	 
	 	
                2.2

              	
                Bank
                  Merger

              	
                10

              	 
	 	
                2.3

              	
                Effective
                  Date

              	
                10

              	 
	 	
                2.4

              	
                Reservation
                  of Right to Revise Transactions

              	
                11

              	 
	 	 	 	 
	
                ARTICLE
                  III

              	
                CONVERSION
                  OF SHARES

              	
                11

              	 
	 	 	 	 
	 	
                3.1

              	
                Conversion
                  of MFB Common Stock; Merger Consideration

              	
                11

              	 
	 	
                3.2

              	
                Election
                  Procedures

              	
                12

              	 
	 	
                3.3

              	
                Delivery
                  of Aggregate Merger Consideration to Exchange Agent; Payment of
                  Merger
                  Consideration Relating to Certificates Surrendered at or Prior
                  to the
                  Election Deadline.

              	
                15

              	 
	 	
                3.4

              	
                Exchange
                  and Other Procedures Relating to Certificates Surrendered after
                  the
                  Election Deadline.

              	
                15

              	 
	 	
                3.5

              	
                Return
                  of Exchange Fund.

              	
                16

              	 
	 	
                3.6

              	
                Withholding.

              	
                16

              	 
	 	 	 	 
	
                ARTICLE
                  IV

              	
                ACTIONS
                  PENDING TRANSACTION

              	
                17

              	 
	 	 	 	 
	 	
                4.1

              	
                Forbearances
                  of MFB and its Subsidiaries.

              	
                17

              	 
	 	
                4.2

              	
                Forbearances
                  of MutualFirst and its Subsidiaries.

              	
                20

              	 
	 	 	 	 
	
                ARTICLE
                  V

              	
                REPRESENTATIONS
                  AND WARRANTIES OF MFB

              	
                22

              	 
	 	 	 	 
	 	
                5.1

              	
                Standard.

              	
                22

              	 
	 	
                5.2

              	
                Capitalization.

              	
                22

              	 
	 	
                5.3

              	
                Organization,
                  Standing and Authority of MFB.

              	
                23

              	 
	 	
                5.4

              	
                MFB
                  Subsidiaries.

              	
                23

              	 
	 	
                5.5

              	
                Authorized
                  and Effective Agreement.

              	
                23

              	 
	 	
                5.6

              	
                Securities
                  Documents and Regulatory Reports.

              	
                25

              	 
	 	
                5.7

              	
                Material
                  Adverse Effect.

              	
                25

              	 
	 	
                5.8

              	
                Environmental
                  Matters.

              	
                25

              	 
	 	
                5.9

              	
                Tax
                  Matters.

              	
                26

              	 
	 	
                5.10

              	
                Legal
                  Proceedings.

              	
                27

              	 
	 	
                5.11

              	
                Compliance
                  with Laws.

              	
                27

              	 
	 	
                5.12

              	
                Employee
                  Benefit Plans.

              	
                28

              	 
	 	
                5.13

              	
                Certain
                  Contracts.

              	
                29

              	 
	 	
                5.14

              	
                Brokers
                  and Finders.

              	
                29

              	 
	 	
                5.15

              	
                Insurance.

              	
                29

              	 
	 	
                5.16

              	
                Properties.

              	
                30

              	 
	 	
                5.17

              	
                Labor.

              	
                30

              	 
	 	
                5.18

              	
                Allowance
                  for Loan Losses.

              	
                30

              	 
	 	
                5.19

              	
                Transactions
                  with Insiders.

              	
                30

              	 
	 	
                5.20

              	
                Fairness
                  Opinion.

              	
                31

              	 
	 	
                5.21

              	
                No
                  Undisclosed Liabilities.

              	
                31

              	 
	 	
                5.22

              	
                Indemnification.

              	
                31

              	 
	 	
                5.23

              	
                Loan
                  Portfolio.

              	
                31

              	 
	 	
                5.24

              	
                Investment
                  Portfolio.

              	
                32

              	 
	 	
                5.25

              	
                Books
                  and Records.

              	
                32

              	 
	 	
                5.26

              	
                Defaults.

              	
                32

              	 
	 	
                5.27

              	
                Intellectual
                  Property.

              	
                32

              	 
	 	
                5.28

              	
                Risk
                  Management Instruments.

              	
                32

              	 
	 	
                5.29

              	
                Trust
                  Administration.

              	
                33

              	 
	 	
                5.30

              	
                Internal
                  Controls.

              	
                33

              	 
	 	
                5.31

              	
                Takeover
                  Laws.

              	
                33

              	 
	 	
                5.32

              	
                Representations
                  Not Misleading.

              	
                33

              	 
	 	 	 	 
	
                ARTICLE
                  VI

              	
                REPRESENTATIONS
                  AND WARRANTIES OF MUTUALFIRST

              	
                34

              	 
	 	 	 	 
	 	
                6.1

              	
                Standard.

              	
                34

              	 
	 	
                6.2

              	
                Capitalization.

              	
                34

              	 
	 	
                6.3

              	
                Organization,
                  Standing and Authority of MutualFirst.

              	
                34

              	 
	 	
                6.4

              	
                MutualFirst
                  Subsidiaries.

              	
                35

              	 
	 	
                6.5

              	
                Authorized
                  and Effective Agreement.

              	
                35

              	 
	 	
                6.6

              	
                Securities
                  Documents and Regulatory Reports.

              	
                36

              	 
	 	
                6.7

              	
                Material
                  Adverse Effect.

              	
                36

              	 
	 	
                6.8

              	
                Environmental
                  Matters.

              	
                37

              	 
	 	
                6.9

              	
                Tax
                  Matters.

              	
                37

              	 
	 	
                6.10

              	
                Legal
                  Proceedings.

              	
                38

              	 
	 	
                6.11

              	
                Compliance
                  with Laws.

              	
                38

              	 
	 	
                6.12

              	
                Employee
                  Benefit Plans.

              	
                39

              	 
	 	
                6.13

              	
                Brokers
                  and Finders.

              	
                39

              	 
	 	
                6.14

              	
                Insurance.

              	
                39

              	 
	 	
                6.15

              	
                Properties.

              	
                39

              	 
	 	
                6.16

              	
                Labor.

              	
                39

              	 
	 	
                6.17

              	
                Allowance
                  for Loan Losses.

              	
                40

              	 
	 	
                6.18

              	
                Transactions
                  with Insiders.

              	
                40

              	 
	 	
                6.19

              	
                Fairness
                  Opinion.

              	
                40

              	 
	 	
                6.20

              	
                No
                  Undisclosed Liabilities.

              	
                40

              	 
	 	
                6.21

              	
                Indemnification.

              	
                40

              	 
	 	
                6.22

              	
                Loan
                  Portfolio.

              	
                41

              	 
	 	
                6.23

              	
                Investment
                  Portfolio.

              	
                41

              	 
	 	
                6.24

              	
                Books
                  and Records.

              	
                41

              	 
	 	
                6.25

              	
                Defaults.

              	
                42

              	 
	 	
                6.26

              	
                Intellectual
                  Property.

              	
                42

              	 
	 	
                6.27

              	
                Risk
                  Management Instruments.

              	
                42

              	 
	 	
                6.28

              	
                Trust
                  Administration.

              	
                42

              	 
	 	
                6.29

              	
                Internal
                  Controls.

              	
                42

              	 
	 	
                6.30

              	
                Takeover
                  Laws.

              	
                43

              	 
	 	
                6.31

              	
                Representations
                  Not Misleading.

              	
                43

              	 
	 	 	 	 
	
                ARTICLE
                  VII

              	
                COVENANTS

              	
                43

              	 
	 	 	 	 
	 	
                7.1

              	
                Reasonable
                  Best Efforts.

              	
                43

              	 
	 	
                7.2

              	
                MFB
                  Shareholder Approval.

              	
                43

              	 
	 	
                7.3

              	
                MutualFirst
                  Shareholder Approval.

              	
                44

              	 
	 	
                7.4

              	
                Registration
                  Statement and Joint Proxy Statement.

              	
                44

              	 
	 	
                7.5

              	
                Access;
                  Information.

              	
                45

              	 
	 	
                7.6

              	
                Alternative
                  Proposal.

              	
                47

              	 
	 	
                7.7

              	
                Press
                  Releases.

              	
                47

              	 
	 	
                7.8

              	
                Takeover
                  Laws.

              	
                47

              	 
	 	
                7.9

              	
                Conforming
                  Entries.

              	
                47

              	 
	 	
                7.10

              	
                Systems
                  Integration.

              	
                48

              	 
	 	
                7.11

              	
                Listing.

              	
                49

              	 
	 	
                7.12

              	
                Regulatory
                  Applications.

              	
                49

              	 
	 	
                7.13

              	
                Current
                  Information and Attendance at Board Meetings.

              	
                49

              	 
	 	
                7.14

              	
                Officers’
                  and Directors’ Insurance; Indemnification.

              	
                50

              	 
	 	
                7.15

              	
                Benefit
                  Plans.

              	
                51

              	 
	 	
                7.16

              	
                MFB
                  Stock Options.

              	
                53

              	 
	 	
                7.17

              	
                Notification
                  of Certain Matters.

              	
                54

              	 
	 	
                7.18

              	
                Litigation
                  Matters.

              	
                54

              	 
	 	
                7.19

              	
                Section
                  16(b) Exemption.

              	
                54

              	 
	 	
                7.20

              	
                Reservation
                  of Shares.

              	
                55

              	 
	 	
                7.21

              	
                Expansion
                  of MutualFirst Board and MFSB Board.

              	
                55

              	 
	 	
                7.22

              	
                Supplemental
                  Indenture.

              	
                55

              	 
	 	 	 	 
	
                ARTICLE
                  VIII

              	
                CONDITIONS
                  PRECEDENT

              	
                55

              	 
	 	 	 	 
	 	
                8.1

              	
                Conditions
                  Precedent – Parties.

              	
                55

              	 
	 	
                8.2

              	
                Conditions
                  Precedent - MFB.

              	
                56

              	 
	 	
                8.3

              	
                Conditions
                  Precedent - MutualFirst.

              	
                57

              	 
	 	 	 	 
	
                ARTICLE
                  IX

              	
                TERMINATION,
                  WAIVER AND AMENDMENT

              	
                57

              	 
	 	 	 	 
	 	
                9.1

              	
                Termination.

              	
                57

              	 
	 	
                9.2

              	
                Effect
                  of Termination.

              	
                60

              	 
	 	
                9.3

              	
                Survival
                  or Non-Survival of Representations, Warranties and
                  Covenants.

              	
                60

              	 
	 	
                9.4

              	
                Waiver.

              	
                60

              	 
	 	
                9.5

              	
                Amendment
                  or Supplement.

              	
                60

              	 
	 	
                9.6

              	
                Termination
                  Fee.

              	
                60

              	 
	 	
                9.7

              	
                Relief
                  for Willful Breach; Specific Performance.

              	
                61

              	 
	 	 	 	 
	
                ARTICLE
                  X

              	
                MISCELLANEOUS

              	
                61

              	 
	 	 	 	 
	 	
                10.1

              	
                Expenses.

              	
                61

              	 
	 	
                10.2

              	
                Entire
                  Agreement.

              	
                62

              	 
	 	
                10.3

              	
                No
                  Assignment.

              	
                62

              	 
	 	
                10.4

              	
                Notices.

              	
                62

              	 
	 	
                10.5

              	
                Interpretation.

              	
                63

              	 
	 	
                10.6

              	
                Counterparts.

              	
                63

              	 
	 	
                10.7

              	
                Governing
                  Law.

              	
                63

              	 
	 	
                10.8

              	
                Severability.

              	
                63

              	 


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      




                EXHIBITS

     

    Exhibit
      A                      Form
      of MFB Voting Agreement

     

    Exhibit
      B                      Form
      of MutualFirst Voting Agreement

     

    Exhibit
      C                      Employment
      Agreement for Charles J. Viater

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    AGREEMENT
      AND PLAN OF
      MERGER

     

    This
      AGREEMENT AND PLAN OF
      MERGER (this “Agreement”)
      is dated
      as of January 7, 2008, by and between MutualFirst Financial, Inc.,
      a Maryland corporation (“MutualFirst”),
      MutualFirst Acquisition Corp., a newly formed Indiana corporation and wholly
      owned subsidiary of MutualFirst (“Acquisition Corp.”)
      and MFB Corp., an Indiana corporation (“MFB”).

     

    RECITALS

     

    WHEREAS,
      the Board of
      Directors of each of MutualFirst, Acquisition Corp. and MFB (i) has
      determined that this Agreement and the business combination and related
      transactions contemplated hereby are in the best interests of their respective
      companies and shareholders and (ii) has determined that this Agreement and
      the transactions contemplated hereby are consistent with and in furtherance
      of
      their respective business strategies, and (iii) has adopted a resolution
      approving this Agreement and declaring its advisability;

     

    WHEREAS,
      in accordance with
      the terms of this Agreement, MFB will merge with and into Acquisition Corp.
      (the
“Merger”), and
      immediately thereafter MFB Financial, a federally chartered savings bank and
      wholly owned subsidiary of MFB (“MFB Financial”), will
      be merged (the “Bank
      Merger”) with and into Mutual Federal Savings Bank, a federally chartered
      savings bank and wholly owned subsidiary of MutualFirst (“MFSB”);

     

    WHEREAS,
      as a condition to the
      willingness of MutualFirst to enter into this Agreement, each of the directors
      of MFB has entered into a Voting Agreement, substantially in the form of
      Exhibit A hereto, dated as of the date hereof, with MutualFirst (each an
“MFB Voting
      Agreement”), pursuant to which each such person has agreed, among other
      things, to vote all shares of common stock of MFB owned by such person in favor
      of the approval of this Agreement and the transactions contemplated hereby,
      upon
      the terms and subject to the conditions set forth in such MFB Voting
      Agreement;

     

    WHEREAS,
      as a condition to the
      willingness of MFB to enter into this Agreement, each of the directors of
      MutualFirst has entered into a Voting Agreement, substantially in the form
      of
      Exhibit B hereto, dated as of the date hereof, with MFB (each a “MutualFirst Voting
      Agreement”), pursuant to which each such director has agreed, among other
      things, to vote all shares of common stock of MutualFirst owned by such person
      in favor of the approval of the issuance of MutualFirst common stock as
      contemplated by this Agreement, upon the terms and subject to the conditions
      set
      forth in such MutualFirst Voting Agreement;

     

    WHEREAS,
      the parties intend
      the Merger to qualify as a reorganization within the meaning of
      Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and that
      this
      Agreement be and is hereby adopted as a “plan of reorganization” as such term is
      used in Sections 354 and 361 of the Code; and

     

    WHEREAS,
      the parties desire to
      make certain covenants, representations, warranties, and agreements in
      connection with the business transactions described in this Agreement and to
      prescribe certain conditions thereto.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    NOW,
      THEREFORE, in
      consideration of the mutual covenants, representations, warranties and
      agreements herein contained, and of other good and valuable consideration,
      the
      receipt and sufficiency of which are hereby acknowledged, the parties hereto
      agree as follows:

     

    ARTICLE I

    CERTAIN
      DEFINITIONS

     

    1.1  Certain
      Definitions.  The
      following terms are used in this Agreement with the meanings set forth
      below:

     

    “Acquisition
      Corp.”
has the meaning set forth in the preamble to this Agreement.

     

    “Additional
      Consideration” has the meaning set forth in
      Section 9.1(i)(2).

     

    “Agent”
has
      the
      meaning set forth in Section 3.2(b).

     

    “Aggregate
      Merger
      Consideration” has the meaning set forth in Section 3.1(d).

     

    “Agreement”
means
      this
      Agreement, as amended or modified from time to time in accordance with
      Section 9.5.

     

    “Alternative
      Proposal”
means any proposal to engage in, or a public announcement to engage
      in, or a
      filing with any Governmental Authority with respect to, any merger or
      consolidation with, purchase or lease of substantially all assets of, purchase
      of securities representing 20% or more of the voting power of, or any similar
      transaction involving, MFB or MFB Financial, but specifically excluding the
      transactions contemplated by this Agreement.

     

    “Articles
      of Merger”
has the meaning set forth in Section 2.1(b)

     

    “Assumed
      Option” has
      the meaning set forth in Section 7.16.

     

    “Bank
      Merger” has the
      meaning set forth in the Recitals to this Agreement.

     

    “Cash
      Consideration”
has the meaning set forth in Section 3.1(c)(1).

     

    “Cash
      Election” has
      the meaning set forth in Section 3.1(c)(1).

     

    “Cash
      Election Shares”
has the meaning set forth in Section 3.2(a).

     

    “Certificates”
means
      certificates evidencing shares of MFB Common Stock.

     

    “Change
      in
      Recommendation” has the meaning set forth in
      Section 7.2(a).

     

    “Claim”
has
      the
      meaning set forth in Section 7.14(b).

     

    “COBRA”
has
      the
      meaning set forth in Section 7.15(c).

     

    “Code”
has
      the meaning
      set forth in the Recitals to this Agreement.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “Competing
      Acquisition
      Agreement” has the meaning set forth in Section 7.2(c).

     

    “Continuing
      Employees”
has the meaning set forth in Section 7.15(b).

     

    “CRA”
means
      the
      Community Reinvestment Act.

     

    “Defined
      Benefit Plan”
means any qualified pension plan constituting a defined benefit plan
      within the
      meaning of Section 3(35) of ERISA.

     

    “DOJ”
means
      the United
      States Department of Justice.

     

    “Effective
      Date” has
      the meaning set forth in Section 2.3.

     

    “Effective
      Time” has
      the meaning set forth in Section 2.1(b).

     

    “Election
      Deadline”
has the meaning set forth in Section 3.2(c).

     

    “Election
      Form” has
      the meaning set forth in Section 3.2(b).

     

    “Environmental
      Claim”
means any written notice from any Governmental Authority or third party
      alleging
      potential liability (including potential liability for investigatory costs,
      cleanup costs, governmental response costs, natural resources, damages, property
      damages, personal injuries or penalties) arising out of, based on, or resulting
      from the presence, or release into the environment, of any Materials of
      Environmental Concern.

     

    “Environmental
      Laws”
means any federal, state or local law, statute, ordinance, rule, regulation,
      code, license, permit, authorization, approval, consent, order, judgment,
      decree, injunction or agreement with any Governmental Authority relating to
      (a) the protection, preservation or restoration of the environment
      (including air, water vapor, surface water, groundwater, drinking water supply,
      surface soil, subsurface soil, plant and animal life or any other natural
      resource), and/or (b) the use, storage, recycling, treatment, generation,
      transportation, processing, handling, labeling, production, release or disposal
      of Materials of Environmental Concern.  The term Environmental Law
      includes (i) the Comprehensive Environmental Response, Compensation and
      Liability Act, as amended, 42 U.S.C. §9601, et seq; the Resource Conservation
      and Recovery Act, as amended, 42 U.S.C. §6901, et seq; the Clean Air Act, as
      amended, 42 U.S.C. §7401, et seq; the Federal Water Pollution Control Act, as
      amended, 33 U.S.C. §1251, et seq; the Toxic Substances Control Act, as amended,
      15 U.S.C. §9601, et seq; the Emergency Planning and Community Right to Know Act,
      42 U.S.C. §1101, et seq; the Safe Drinking Water Act, 42 U.S.C. §300f, et seq;
      and all comparable state and local laws, and (ii) any common law (including
      common law that may impose strict liability) that may impose liability or
      obligations for injuries or damages due to, or threatened as a result of, the
      presence of or exposure to any Materials of Environmental Concern.

     

    “Environmental
      Studies” has the meaning set forth in Section 7.5(a).

     

    “ERISA”
means
      the
      Employee Retirement Income Security Act of 1974, as amended.

     

    “ESOP”
means
      a
      qualified employee stock ownership plan.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    “Exchange
      Act” means
      the Securities Exchange Act of 1934, as amended, and the rules and regulations
      thereunder.

     

    “Exchange
      Agent” means
      such financial institution mutually agreed upon by the Parties.

     

    “Exchange
      Fund” has
      the meaning set forth in Section 3.3.

     

    “Exchange
      Ratio” has
      the meaning set forth in Section 3.1(c)(2).

     

    “Expert’s
      Opinion” has
      the meaning set forth in Section 7.5(a).

     

    “FDIC”
means
      the
      Federal Deposit Insurance Corporation.

     

    “FHLB”
means
      the
      Federal Home Loan Bank of Indianapolis.

     

    “Final
      MutualFirst Share
      Value” means the arithmetic average of the closing sales prices of
      MutualFirst Common Stock reported on the Nasdaq for the five consecutive trading
      days immediately preceding but not including the trading day prior to the
      Effective Date.

     

    “FINRA”
means
      the
      Financial Industry Regulatory Authority or any successor thereto.

     

    “GAAP”
means
      generally
      accepted accounting principles.

     

    “Governmental
      Authority” means any court, administrative agency or commission or other
      federal, state or local governmental authority or instrumentality.

     

    “IBCL”
means
      the
      Indiana Business Corporation Law

     

    “include,”
“includes”
and
“including”
shall
      be
      deemed to be followed by the phrase “without limitation”.

     

    “Independent
      Expert”
has the meaning set forth in Section 7.5(a).

     

    “Indiana
      Secretary”
means the Secretary of State of the State of Indiana.

     

    “Insurance
      Amount” has
      the meaning set forth in Section 7.14(a).

     

    “Intellectual
      Property” has the meaning set forth in Section 5.27.

     

    “IRS”
means
      the
      Internal Revenue Service.

     

    “Joint
      Proxy
      Statement-Prospectus” has the meaning set forth in
      Section 7.4(a).

     

    “Knowledge”
as
      used
      with respect to a Person (including references to such Person being aware of
      a
      particular matter) means those facts that are actually known by any executive
      officer or director of such Person, and includes any facts, matters or
      circumstances set forth in any written notice from any Governmental Authority
      or
      any other material written notice received by that Person.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    “Lien”
means
      any
      mortgage, pledge, security interest, lien or encumbrance.

     

    “Material
      Adverse
      Effect” means, with respect to a Party, any effect that (i) is
      material and adverse to the financial position, results of operations, business,
      or operations of a Party and its Subsidiaries taken as a whole or
      (ii) would materially impair the ability of a Party to perform its
      obligations under this Agreement or otherwise materially impede the consummation
      of any of the Transactions; provided, however, that a Material Adverse Effect
      shall not be deemed to include the impact of (a) changes in thrift and
      similar laws of general applicability to depository institutions generally
      or
      interpretations thereof by Governmental Authorities, or other changes affecting
      depository institutions generally, including changes in general economic
      conditions and changes in prevailing interest and deposit rates (b) changes
      in GAAP or regulatory accounting requirements applicable to thrifts and their
      holding companies generally, (c) any modifications or changes to policies,
      practices or charges, in each case taken by MFB or any of its Subsidiaries
      at
      the written request of MutualFirst or taken by a Party or its Subsidiaries
      in
      accordance with GAAP, (d) the impact of the announcement of this Agreement,
      (e) expenses incurred in connection with this Agreement or the Transactions,
      (f) actions or omissions of a Party taken with the prior written consent of
      the other Party or as permitted by this Agreement, (g) the payment of any
      amounts due to, or the provision of any other benefits to, any directors,
      officers or employees of MFB and its Subsidiaries under
      employment  contracts, employee benefit plans, change in control
      agreements, severance agreements or other arrangements in existence as of the
      date hereof as Previously Disclosed, (h) changes in national or
      international political or social conditions including the engagement by the
      United States in hostilities whether or not pursuant to the declaration of
      a
      national emergency or war, or the occurrence of any military or terrorist attack
      upon or within the United States, or any of its territories, possession or
      diplomatic or consular offices or upon any military installation, equipment
      or a
      personnel of the United States, unless it uniquely affects either or both of
      the
      Parties and (i) any change in the value of the securities or loan
      portfolio, or any change in value of the deposits or borrowings, of and from
      a
      change in interest rates generally.

     

    “Materials
      of Environmental
      Concern” means pollutants, contaminants, wastes, toxic substances,
      petroleum, petroleum products and any other materials regulated under
      Environmental Laws.

     

    “MFB”
has
      the meaning
      set forth in the preamble to this Agreement.

     

    “MFB
      Advisor” means
      Stifel, Nicolaus & Company, Incorporated

     

    “MFB
      Articles” means
      the Articles of Incorporation of MFB Corp.

     

    “MFB
      Board” means the
      Board of Directors of MFB Corp.

     

    “MFB
      By-Laws” means
      the Code of By-Laws of MFB Corp.

     

    “MFB
      Common Stock”
means the common stock, without par value, of MFB Corp.

     

    “MFB
      Employee Plans”
means all stock option, restricted stock, stock unit, employee stock
      purchase,
      ownership and stock bonus plans, pension, profit-sharing and retirement plans,
      deferred compensation, consultant, bonus and group insurance contracts,
      arrangements and agreements, or any trust agreement (or similar arrangement)
      related thereto, all other incentive, health, welfare and benefit plans and
      arrangements maintained for the benefit of, and any employment, retirement,
      or
      similar agreement, arrangement or understanding pursuant to which any payment
      (whether of severance pay or otherwise) is, will or may become due to, any
      present or former directors, employees or consultants of MFB or any of its
      Subsidiaries, whether written or oral.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    “MFB
      Financial Change In
      Control Agreement” means the Change in Control Agreement between MFB
      Financial and James P. Coleman dated September 18, 2007.

     

    “MFB
      Financial Director Fee
      Continuation Agreements” means the Director Fee Continuation Agreements
      between MFB Financial and its directors dated September 18, 2007.

     

    “MFB
      Financial Employment
      Agreements” means the Amended and Restated Employment Agreements between
      MFB Financial and each of Charles J. Viater, Donald R. Kyle and Terry L. Clark,
      effective January 1, 2005 in the case of Viater and Kyle and effective January
      16, 2007 in the case of Clark.

     

    “MFB
      Financial Salary
      Continuation Agreement” means the Salary Continuation Agreement between
      MFB Financial and Charles J. Viater as adopted on September 18,
      2007.

     

    “MFB
      Insiders” has the
      meaning set forth in Section 5.19.

     

    “MFB
      Meeting” has the
      meaning set forth in Section 7.2(a).

     

    “MFB
      Objection Notice”
has the meaning set forth in Section 7.5(a).

     

    “MFB
      Section 16
      Information” has the meaning set forth in Section 7.19.

     

    “MFB
      Shareholder
      Rights” has the meaning set forth in Section 5.2(a).

     

    “MFB
      Stock Options”
has the meaning set forth in Section 5.2(b).

     

    “MFB
      Stock Option
      Plans” means the 1997 MFB Corp. Stock Option Plan, the 2002 MFB Corp.
      Stock Option Plan and the 2008 MFB Corp. Stock Option and Incentive
      Plan.

     

    “MFB
      Voting Agreement”
has the meaning set forth in the Recitals of this Agreement.

     

    “MFSB”
has
      the meaning
      set forth in the Recitals to this Agreement.

     

    “MutualFirst”
has
      the
      meaning set forth in the preamble to this Agreement.

     

    “MutualFirst
      Advisor”
means Sandler O’Neill & Partners, L.P.

     

    “MutualFirst
      Articles”
means the Articles of Incorporation of MutualFirst Financial, Inc.

     

    “MutualFirst
      Board”
means the Board of Directors of MutualFirst Financial, Inc.

     

    “MutualFirst
      By-Laws”
means the ByLaws of MutualFirst Financial, Inc.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    “MutualFirst
      Common
      Stock” means the common stock, par value $0.01 per share, of MutualFirst
      Financial, Inc.

     

    “MutualFirst
      Insiders”
has the meaning set forth in Section 6.18.

     

    “MutualFirst
      Meeting”
has the meaning set forth in Section 7.3.

     

    “MutualFirst
      Voting
      Agreement” has the meaning set forth in the Recitals of this
      Agreement.

     

    “Merger”
has
      the
      meaning set forth in the Recitals to this Agreement.

     

    “Merger
      Consideration”
has the meaning set forth in Section 3.1(d).

     

    “Mixed
      Election” has
      the meaning set forth in Section 3.1(c)(3).

     

    “Nasdaq”
means
      the
      Nasdaq Stock Market.

     

    “Non-Election
      Shares”
has the meaning set forth in Section 3.2(a).

     

    “OTS”
means
      the Office
      of Thrift Supervision of the Department of the Treasury.

     

    “Parties”
means
      MFB,
      MutualFirst and Acquisition Corp.

     

    “Party”
means
      MFB,
      MutualFirst or Acquisition Corp.

     

    “Person”
means
      any
      individual, bank, corporation, partnership, joint venture, limited liability
      company, association, joint-stock company, business trust or unincorporated
      organization.

     

    “Previously
      Disclosed”
means disclosed in a Party’s Securities Documents which are publicly available
      prior to the date hereof or in a written disclosure schedule delivered on the
      date hereof by the disclosing Party to the other Party and describing or listing
      in reasonable detail the matters contained therein.

     

    “Registration
      Statement” has the meaning set forth in Section 7.4(a).

     

    “Regulatory
      Authority”
means any Government Authority charged with the supervision or regulation
      of
      financial institutions (or their holding companies or subsidiaries) including
      the OTS, the FDIC, the DOJ and the FINRA.

     

    “REO”
means
      real
      estate acquired by an entity in foreclosure or by deed in lieu of
      foreclosure.

     

    “Representatives”
      means, with respect to any Person, such Person’s directors, officers, employees,
      accountants, legal or financial advisors or any representatives of such legal
      or
      financial advisors.

     

    “Required
      Environmental
      Expenditures” has the meaning set forth in
      Section 7.5(a).

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    “Resolution
      Period”
has the meaning set forth in Section 7.5(a).

     

    “Rights”
means
      with
      respect to any Person, securities or obligations convertible into or exercisable
      or exchangeable for, or giving any person any right to subscribe for or acquire,
      or any options, calls or commitments relating to, or any stock appreciation
      right or other instrument the value of which is determined in whole or in part
      by reference to the market price or value of, shares of capital stock or
      earnings of such Person.

     

    “Rights
      Agreement” has
      the meaning set forth in Section 5.2(a).

     

    “Rule
      16(b) Insiders”
has the meaning set forth in Section 7.19.

     

    “SEC”
means
      the
      Securities and Exchange Commission.

     

    “Securities
      Act” means
      the Securities Act of 1933, as amended.

     

    “Securities
      Documents”
means all reports, forms, offering circulars, proxy statements, registration
      statements and all similar documents filed, or required to be filed, pursuant
      to
      the Securities Laws.

     

    “Securities
      Laws”
means the Securities Act; the Exchange Act; the Investment Company Act
      of 1940,
      as amended; the Investment Advisers Act of 1940, as amended; the Trust Indenture
      Act of 1939, as amended, and the rules and regulations of the SEC.

     

    “Shortfall
      Number” has
      the meaning set forth in Section 3.2(f).

     

    “Stock
      Consideration”
has the meaning set forth in Section 3.1(c)(2).

     

    “Stock
      Conversion
      Number” has the meaning set forth in Section 3.2(d).

     

    “Stock
      Election” has
      the meaning set forth in Section 3.1(c)(2).

     

    “Stock
      Election
      Shares” has the meaning set forth in Section 3.2(a).

     

    “Stock
      Election
      Number” has the meaning set forth in Section 3.2(e).

     

    “Subsidiary”
means
      any
      entity which is required to be consolidated with a Party for financial reporting
      purposes.

     

    “Superior
      Proposal”
means any bona fide written Alternative Proposal which the MFB Board
      determines
      in good faith to be more favorable from a financial point of view to its
      shareholders than the Merger, (1) after receiving the advice of the MFB
      Advisor or such other financial advisor (who shall be a nationally recognized
      investment banking firm), (2) after taking into account the likelihood of
      consummation of such transaction on the terms set forth therein (as compared
      to,
      and with due regard for, the terms herein) and (3) after taking into
      account all legal  (with the advice of outside counsel), financial
      (including the financing terms of any such proposal), regulatory and other
      aspects of such proposal and any other relevant factors permitted under
      applicable law as reasonably determined by the MFB Board; provided however,
      for
      purposes hereof the reference to “20%” in the definition of Alternative Proposal
      shall be deemed to be “50.1%”.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    “Surviving
      Corporation” has the meaning set forth in
      Section 2.1(a).

     

    “Takeover
      Laws” has
      the meaning set forth in Section 5.31.

     

    “Tax”
and
“Taxes”
means
      all
      federal, state, local or foreign taxes, charges, fees, levies or other
      assessments, however denominated, including all net income, gross income, gains,
      gross receipts, sales, use, ad valorem, goods and services, capital, production,
      transfer, franchise, windfall profits, license, withholding, payroll,
      employment, medicare, disability, employer health, excise, estimated, severance,
      stamp, occupation, property, environmental, unemployment or other taxes, custom
      duties, fees, assessments or charges of any kind whatsoever, together with
      any
      interest and any penalties, additions to tax or additional amounts, in each
      case
      imposed by any Governmental Authority.

     

    “Tax
      Returns” means
      any return, amended return or other report (including elections, declarations,
      disclosures, schedules, estimates and information returns) required to be filed
      with any Governmental Authority with respect to any Tax.

     

    “Termination
      Fee” has
      the meaning set forth in Section 9.6.

     

    “Transactions”
means
      the Merger and the Bank Merger.

     

    “Treasury
      Stock” has
      the meaning set forth in Section 3.1(b).

     

    Other
      terms used herein are defined elsewhere in this Agreement.

     

    ARTICLE II

    THE
      TRANSACTIONS

     

    2.1  The
      Merger.  (a)  Constituent
      Corporations and
      Surviving Corporation.  The constituent corporations to the
      Merger are MFB and Acquisition Corp.  Acquisition Corp. shall be the
      surviving corporation (the “Surviving
      Corporation”) in the Merger and the corporate existence of MFB shall
      cease at the Effective Time.  The name of the Surviving Corporation
      shall be “MutualFirst
      Acquisition Corp.”

     

    (b)  Corporate
      Law Filings and
      Effective Time.  Subject to the satisfaction or waiver of the
      conditions set forth in Article VIII, the Merger shall become effective
      (the “Effective
      Time”) upon the filing of articles of merger (the “Articles
      of Merger”)
      relating to the Merger with the Indiana Secretary in accordance with
      Section 23-1-40-5 of the IBCL or such later time as may be agreed to by the
      Parties and which is set forth in the Articles of Merger, not to exceed 30
      days
      after the Articles of Merger are filed with the Indiana Secretary.

     

    (c)  Effects
      of
      Merger.  The Merger shall have the effects prescribed in the
      IBCL, including Acquisition Corp., as the Surviving Corporation, thereupon
      and
      thereafter possessing all of the rights, privileges, immunities and franchises,
      of a public as well as of a private nature, of each of the corporations so
      merged and Acquisition Corp., as the Surviving Corporation, becoming responsible
      and liable for all the liabilities, obligations and penalties of each of the
      corporations so merged.  All rights of creditors and obligors and all
      Liens on the property of each of Acquisition Corp. and MFB shall be preserved
      unimpaired.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (d)  Articles
      of Incorporation
      and By-Laws of Surviving Corporation.  The Articles of
      Incorporation and By-Laws of the Surviving Corporation immediately after the
      Merger shall be those of Acquisition Corp. as in effect immediately prior to
      the
      Effective Time.

     

    (e)  Directors
      of the Surviving
      Corporation.  The directors of the Surviving Corporation
      immediately after the Merger shall be the directors of Acquisition Corp.
      immediately prior to the Effective Time, until such time as their successors
      shall be duly elected and qualified.

     

    (f)  Officers
      of the Surviving
      Corporation.  The officers of the Surviving Corporation
      immediately after the Merger shall be the officers of Acquisition Corp.
      immediately prior to the Effective Time, until such time as their successors
      shall be duly elected and qualified.

     

    (g)  Short
      Form Plan of
      Merger.  The plan of merger included in this Section 2.1
      shall be separately stated in a short form plan of merger to be executed by
      the
      Parties and such plan of merger shall be separately filed with or incorporated
      into the Articles of Merger to be filed with the Indiana Secretary

     

    2.2  Bank
      Merger.  MFB
      shall cause MFB Financial, and MutualFirst shall cause MFSB, to timely take
      all
      necessary and appropriate action relating to the Bank Merger (including the
      execution of documents and instruments), as reasonably and mutually determined
      by MutualFirst and MFB including executing a separate agreement relating to
      the
      Bank Merger, to obtain all approvals and consents from Regulatory Authorities
      and third parties relating to the Bank Merger and to enable the Bank Merger
      to
      be consummated immediately following the Merger.

     

    2.3  Effective
      Date.  Subject
      to the satisfaction or waiver of the conditions set forth in Article VIII,
      the Parties shall cause the effective date of the Merger (the “Effective Date”)
      to occur (i) not later than the 10th business day after the last of the
      conditions set forth in Article VIII to be satisfied prior to the Effective
      Date shall have been satisfied or waived in accordance with the terms of this
      Agreement, and all regulatory waiting periods and the time periods required
      by
      Section 9.1(i) have expired; or (ii) on such other date to which the
      Parties may agree in writing.  The Parties shall take all necessary
      action to pre-file the Articles of Merger to enable the Effective Time to occur
      on the Effective Date.

     

    2.4  Reservation
      of Right to
      Revise Transactions.  MutualFirst
      shall have the right to revise the structure for effecting any of the
      Transactions with the consent of MFB, which consent will not be unreasonably
      withheld; provided, however, that MutualFirst shall not have the right, without
      the prior written approval of the MFB Board, and, if required, the approval
      of
      the MFB shareholders, to make any revision to the structure of the Transactions,
      which (a) changes the value amount or kind of the consideration which the
      MFB shareholders are entitled to receive in the Merger, (b) adversely
      affects the income Tax treatment of the Merger to the MFB shareholders, or
      (c) will materially delay or jeopardize the receipt of any necessary
      consents or approvals of Regulatory Authorities or other third parties with
      respect to any of the Transactions or otherwise cause any condition to the
      Transactions set forth in Article VIII hereof not to be capable of being
      fulfilled in a timely manner.  MutualFirst may exercise this right of
      revision by giving written notice thereof to MFB in the manner provided in
      Section 10.4.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    ARTICLE III

    CONVERSION
      OF
      SHARES

     

    3.1  Conversion
      of MFB Common
      Stock; Merger Consideration.  At
      the
      Effective Time, by virtue of the Merger and without any action on the part
      of
      MutualFirst, Acquisition Corp., MFB or the holders of any of the shares of
      MFB
      Common Stock, the Merger shall be effected in accordance with the following
      terms:

     

    (a)  Outstanding
      MutualFirst and
      Acquisition Corp. Common Stock.  Each share of MutualFirst
      Common Stock and Acquisition Corp. common stock that is issued and outstanding
      immediately prior to the Effective Time shall remain issued and outstanding
      following the Effective Time and shall be unchanged by the Merger.

     

    (b)  Cancellation
      of Treasury
      Stock, etc.  All shares of MFB Common Stock held in the
      treasury of MFB (“Treasury Stock”) and
      each share of MFB Common Stock owned by MutualFirst or any of its Subsidiaries
      immediately prior to the Effective Time (other than shares held in a fiduciary
      capacity or in connection with debts previously contracted) shall, at the
      Effective Time, cease to exist, and the Certificates for such shares shall
      be
      canceled as promptly as practicable thereafter, and no payment or distribution
      shall be made in consideration therefor.

     

    (c)  Outstanding
      MFB Common
      Stock.  Subject to the provisions of this Article III,
      each share of MFB Common Stock issued and outstanding immediately prior to
      the
      Effective Time (other than shares to be canceled pursuant to
      Section 3.1(b)) shall become and be converted into, as provided in and
      subject to the limitations set forth in this Article III and 9.1(i)(2) if
      applicable, the right to receive at the election of the holder thereof as
      provided in Section 3.2, the following, without interest:

     

    (1)  for
      each
      share of MFB Common Stock with respect to which  an election to
      receive cash has been effectively made and not revoked or lost, pursuant to
      Section 3.2 (a “Cash Election”), cash
      from MutualFirst in the amount of $41.00 (the “Cash
      Consideration”);

     

    (2)  for
      each
      share of MFB Common Stock with respect to which an election to receive
      MutualFirst Common Stock has been effectively made and not revoked or lost,
      pursuant to Section 3.2 (a “Stock Election”),
      2.59 shares of MutualFirst Common Stock (the “Exchange Ratio”) (the
“Stock
      Consideration”);

     

    (3)  a
      combination of the Cash Consideration and the Stock Consideration (a “Mixed Election”);
      or

     

    (4)  for
      each
      share of MFB Common Stock other than shares as to which a Cash Election, a
      Stock
      Election or a Mixed Election has been effectively made and not revoked or lost,
      pursuant to Section 3.2, such Stock Consideration and/or Cash Consideration
      as is determined in accordance with Section 3.2 for Non-Election
      Shares.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (d)  Merger
      Consideration.  The consideration that any one MFB shareholder
      may receive pursuant to Article III is referred to herein as the “Merger Consideration”
and the consideration
      that all of the MFB shareholders are entitled to receive
      pursuant to Article III is referred to herein as the “Aggregate Merger
      Consideration”.

     

    (e)  Cancellation
      of MFB Common
      Stock.  After the Effective Time, shares of MFB Common Stock
      shall be no longer outstanding and shall be automatically canceled and shall
      cease to exist, and shall thereafter by operation of this Section 3.1
      represent the right to receive the Merger Consideration and any dividends or
      distributions with a record date prior to the Effective Time that were declared
      or made by MFB on such shares of MFB Common Stock in accordance with the terms
      of this Agreement on or prior to the Effective Time and which remain unpaid
      at
      the Effective Time.

     

    3.2  Election
      Procedures. 
      (a)           General
      Provisions.  Holders of MFB Common Stock may elect to receive
      shares of MutualFirst Common Stock or cash (in either case without interest)
      in
      exchange for their shares of MFB Common Stock in accordance with the procedures
      set forth herein. Shares of MFB Common Stock as to which a Cash Election
      (including pursuant to a Mixed Election) has been made are referred to herein
      as
“Cash Election
      Shares.” Shares of MFB Common Stock as to which a Stock Election has been
      made (including pursuant to a Mixed Election) are referred to as “Stock Election
      Shares.” Shares of MFB Common Stock as to which no election has been made
      (or as to which an Election Form is not returned properly completed) are
      referred to herein as “Non- Election
      Shares.”

     

    (b)           Election
      Form and
      Transmittal Materials.  An election form and other appropriate
      and customary transmittal materials (which shall specify that delivery shall
      be
      effected, and risk of loss and title to Certificates shall pass, only upon
      proper delivery of such Certificates to the Exchange Agent), in such form as
      MFB
      and MutualFirst shall mutually agree (“Election Form”),
      shall be mailed to each holder of record of MFB Common Stock as of the record
      date of the MFB Meeting at approximately the same time as the Joint Proxy
      Statement - Prospectus is mailed to the holders of record of MFB Common
      Stock.  Each Election Form shall permit such holder, subject to the
      allocation and election procedures set forth in this Section 3.2, (i) to
      elect to receive the Cash Consideration for all of the shares of MFB Common
      Stock held by such holder, (ii) to elect to receive the Stock Consideration
      for all of such shares, (iii) to elect to receive the Stock Consideration
      for a part of such holder’s MFB Common Stock and the Cash Consideration for the
      remaining part of such holder’s MFB Common Stock, or (iv) to indicate that
      such record holder has no preference as to the receipt of cash or MutualFirst
      Common Stock for such shares. A holder of record of shares of MFB Common Stock
      who holds such shares as nominee, trustee or in another representative capacity
      (an “Agent”)
      may submit multiple Election Forms, provided that each such Election Form covers
      all the shares of MFB Common Stock held by such Agent for a particular
      beneficial owner. Any shares of MFB Common Stock with respect to which the
      holder thereof shall not, as of the Election Deadline, have made an election
      by
      submission to the Exchange Agent of an effective, properly completed Election
      Form shall be deemed Non-Election Shares.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (c)           Election
      Deadline.  To be effective, a properly completed Election Form
      shall be submitted to the Exchange Agent on or before 5:00 p.m., Central
      Time, on the date specified as the election deadline in the Election Form (or
      such other time and date as MFB and MutualFirst may mutually agree) (the “Election Deadline”);
      provided, however, that the Election Deadline may not occur more than five
      (5)
      business days prior to the anticipated Effective Date or after the Effective
      Date.  MFB shall use its reasonable efforts to make available such
      additional Election Forms as MutualFirst may permit, to all Persons who become
      holders of record of MFB Common Stock between the Election Form Record Date
      and
      the close of business on the 2nd business day prior to the Election Deadline.
      MFB shall provide to the Exchange Agent all information reasonably necessary
      for
      it to perform as specified herein.  An election shall have been
      properly made only if the Exchange Agent shall have actually received a properly
      completed Election Form by the Election Deadline. An Election Form shall be
      deemed properly completed only if accompanied by one or more Certificates (or
      customary affidavits and indemnification regarding the loss or destruction
      of
      such Certificates or the guaranteed delivery of such Certificates) representing
      all shares of MFB Common Stock covered by such Election Form, together with
      duly
      executed transmittal materials included with the Election Form. If an MFB
      shareholder either (i) does not submit a properly completed Election Form
      in a timely fashion or (ii) revokes its Election Form prior to the Election
      Deadline (without later submitting a properly completed Election Form prior
      to
      the Election Deadline), the shares of MFB Common Stock held by such shareholder
      shall be designated as Non-Election Shares.  Any Election Form may be
      revoked or changed by the Person submitting such Election Form to the Exchange
      Agent by written notice to the Exchange Agent only if such notice of revocation
      or change is actually received by the Exchange Agent at or prior to the Election
      Deadline. MutualFirst shall cause the Certificate or Certificates relating
      to
      any revoked Election Form to be promptly returned without charge to the Person
      submitting the Election Form to the Exchange Agent. Subject to the terms of
      this
      Agreement and of the Election Form, the Exchange Agent shall have discretion
      to
      determine when any election, modification or revocation is received and whether
      any such election, modification or revocation has been properly made. All
      elections shall be revoked automatically if the Exchange Agent is notified
      in
      writing by MutualFirst or MFB, upon exercise by MutualFirst or MFB of its
      respective or their mutual rights to terminate this Agreement to the extent
      provided under Section 9.1, that this Agreement has been terminated in
      accordance with Section 9.1.

     

    (d)           Stock
      Conversion
      Number.  Notwithstanding any other provision contained in this
      Agreement, the total number of shares of MFB Common Stock to be converted into
      Stock Consideration pursuant to Section 3.1(c)(2) (the “Stock Conversion
      Number”) shall be equal to eighty percent (80%) of the number of shares
      of MFB Common Stock outstanding immediately prior to the Effective
      Time.  All of the other shares of MFB Common Stock shall be converted
      into Cash Consideration (in each case, excluding shares of MFB Common Stock
      to
      be canceled as provided in Section 3.1(b)).

     

    (e)           Excess
      Stock Election
      Shares.  If the aggregate number of shares of MFB Common Stock
      with respect to which Stock Elections shall have been made (the “Stock Election
      Number”) exceeds the Stock Conversion Number, then all Cash Election
      Shares and all Non-Election Shares of each holder thereof shall be converted
      into the right to receive the Cash Consideration, and Stock Election Shares
      of
      each holder thereof will be converted into the right to receive the Stock
      Consideration in respect of that number of Stock Election Shares equal to the
      product obtained by multiplying (x) the number of Stock Election Shares
      held by such holder by (y) a fraction, the numerator of which is the Stock
      Conversion Number and the denominator of which is the Stock Election Number,
      with the remaining number of such holder’s Stock Election Shares being converted
      into the right to receive the Cash Consideration.

     

    
      
        
        

      

      
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    (f)           Excess
      Cash Election
      Shares.  If the Stock Election Number is less than the Stock
      Conversion Number (the amount by which the Stock Conversion Number exceeds
      the
      Stock Election Number being referred to herein as the “Shortfall Number”),
      then all Stock Election Shares shall be converted into the right to receive
      the
      Stock Consideration and the Non-Election Shares and Cash Election Shares shall
      be treated in the following manner:

     

    (i)           If
      the Shortfall Number is less than or equal to the number of Non- Election
      Shares, then all Cash Election Shares shall be converted into the right to
      receive the Cash Consideration and the Non-Election Shares of each holder
      thereof shall convert into the right to receive the Stock Consideration in
      respect of that number of Non-Election Shares equal to the product obtained
      by
      multiplying (x) the number of Non-Election Shares held by such holder by
      (y) a fraction, the numerator of which is the Shortfall Number and the
      denominator of which is the total number of Non-Election Shares, with the
      remaining number of such holder’s Non-Election Shares being converted into the
      right to receive the Cash Consideration; or

     

    (ii)           If
      the Shortfall Number exceeds the number of Non-Election Shares, then all
      Non-Election Shares shall be converted into the right to receive the Stock
      Consideration and Cash Election Shares of each holder thereof shall convert
      into
      the right to receive the Stock Consideration in respect of that number of Cash
      Election Shares equal to the product obtained by multiplying (x) the number
      of Cash Election Shares held by such holder by (y) a fraction, the
      numerator of which is the amount by which (1) the Shortfall Number exceeds
      (2) the total number of Non-Election Shares and the denominator of which is
      the total number of Cash Election Shares, with the remaining number of such
      holder’s Cash Election Shares being converted into the right to receive the Cash
      Consideration.

     

    (g)           No
      Fractional
      Shares.  Notwithstanding anything to the contrary contained
      herein, no Certificates or scrip representing fractional shares of MutualFirst
      Common Stock shall be issued upon the surrender for exchange of Certificates,
      no
      dividend or distribution with respect to MutualFirst Common Stock shall be
      payable on or with respect to any fractional share interest, and such fractional
      share interest shall not entitle the owner thereof to vote or to any other
      rights of a shareholder of MutualFirst. In lieu of the issuance of any such
      fractional share, MutualFirst shall pay to each former holder of MFB Common
      Stock who otherwise would be entitled to receive a fractional share of
      MutualFirst Common Stock, an amount in cash, rounded to the nearest cent and
      without interest, equal to the product of (i) the fraction of a share to
      which such holder would otherwise have been entitled and (ii) the Final
      MutualFirst Share Value.  For purposes of determining any fractional
      share interest, all shares of MFB Common Stock owned by a MFB shareholder shall
      be combined so as to calculate the maximum number of whole shares of MutualFirst
      Common Stock issuable to such MFB shareholder.

     

    
      
        
        

      

      
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    3.3  Delivery
      of Aggregate Merger
      Consideration to Exchange Agent; Payment of Merger Consideration Relating to
      Certificates Surrendered at or Prior to the Election
      Deadline. 
At
      or prior to the Effective Time, MutualFirst shall deliver to the Exchange Agent
      the Aggregate Merger Consideration which shall consist of (i) certificates
      for
      MutualFirst Common Stock equal to the product of the Stock Conversion Number
      and
      the Exchange Ratio and (ii) the aggregate Cash Consideration equal to the
      product of twenty percent (20%) of the number of shares of MFB Common Stock
      outstanding immediately prior to the Effective Time and $41.00 (collectively,
      the “Exchange
      Fund”).  On an “as required” basis, MutualFirst shall promptly
      and timely tender to the Exchange Agent additional cash funds required for
      the
      payment of cash in lieu of fractional shares in the Merger, which amounts when
      paid shall constitute a part of the Exchange Fund.  As soon as
      practicable after the Effective Date, but not later than the 10th business
      day
      after the Effective Date, the Exchange Agent shall tender to each shareholder
      of
      MFB, who properly surrendered Certificates to the Exchange Agent with an
      Election Form at or prior to the Election Deadline (x) a certificate
      representing that number of shares of MutualFirst Common Stock (if any) to
      which
      such former holder of MFB Common Stock shall have become entitled pursuant
      to
      the provisions of Section 3.1 or 3.2 hereof, (y) a check representing
      that amount of cash (if any) to which such former holder of MFB Common Stock
      shall have become entitled pursuant to the provisions of Section 3.1 or 3.2
      hereof and (z) a check representing the amount of cash (if any) payable in
      lieu of a fractional share of MutualFirst Common Stock, which such former holder
      has the right to receive in respect of the Certificates surrendered pursuant
      to
      the provisions of Section 3.2, and the Certificates so surrendered shall
      forthwith be cancelled.  No interest will be paid or accrued on the
      cash payable in lieu of fractional shares.

     

    3.4  Exchange
      and Other
      Procedures Relating to Certificates Surrendered after the Election
      Deadline.

     

    (a)  Transmittal
      and
      Deliveries.  As promptly as practicable after the Effective
      Date, but not later than ten (10) business days thereafter, with respect to
      MFB
      shareholders (i) whose addresses have been furnished to MutualFirst or the
      Exchange Agent on or prior to the Effective Date and (ii) who did not
      surrender or improperly surrendered their Certificates to the Exchange Agent
      by
      the Election Deadline, MutualFirst shall cause the Exchange Agent to send to
      each such shareholder transmittal materials (which shall specify that risk
      of
      loss and title to Certificates shall pass only upon acceptance of such
      Certificates by MutualFirst or the Exchange Agent) for use in exchanging such
      shareholder’s Certificates for the Stock Consideration and/or the Cash
      Consideration, whichever is applicable.  Upon proper delivery to the
      Exchange Agent of Certificates (or indemnity reasonably satisfactory to
      MutualFirst and the Exchange Agent, if any of such Certificates are lost, stolen
      or destroyed) owned by such shareholder, the Exchange Agent shall promptly
      deliver to such shareholder the Stock Consideration and/or Cash Consideration
      applicable thereto, and if appropriate, a check for any cash in lieu of a
      fractional share interest.  No interest will be paid with respect to
      any of the foregoing.  MutualFirst and the Exchange Agent shall be
      entitled to rely upon the stock transfer books of MFB to establish the identity
      of those Persons entitled to receive the Merger Consideration pursuant to this
      Article III, which books shall be conclusive with respect
      thereto.  In the event of a dispute with respect to ownership of stock
      represented by any Certificate, MutualFirst or the Exchange Agent shall be
      entitled to deposit any consideration in respect thereof in escrow with an
      independent third party and thereafter be relieved with respect to any claims
      thereto.

     

    (b)  Restrictions
      on the Payment
      of Dividends.  No dividends or other distributions with respect
      to MutualFirst Common Stock to be issued in the Merger with a record date
      occurring after the Effective Time shall be paid with respect to any
      unsurrendered or improperly surrendered Certificates until the holder thereof
      shall be entitled to receive the Stock Consideration in exchange therefor in
      accordance with the procedures set forth in this
      Section 3.4.  After becoming so entitled in accordance with this
      Section 3.4, the record holder thereof shall be entitled to receive any
      such dividends or other distributions, without any interest thereon, which
      theretofore had become payable with respect to shares of MutualFirst Common
      Stock such holder had the right to receive upon the proper surrender of the
      applicable Certificate.

     

    
      
        
        

      

      
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    (c)  Surrender
      by Persons Other
      than Record Holders.  If the Person surrendering a Certificate
      and signing the accompanying letter of transmittal is not the record holder
      thereof, then it shall be a condition of the payment of the Merger Consideration
      that: (i) such Certificate is properly endorsed to such Person or is
      accompanied by appropriate stock powers, in either case signed exactly as the
      name of the record holder appears on such Certificate and is otherwise in proper
      form for transfer, or is accompanied by appropriate evidence of the authority
      of
      the Person surrendering such Certificate and signing the letter of transmittal
      to do so on behalf of the record holder; and (ii) the Person requesting
      such exchange shall pay to the Exchange Agent in advance any transfer or other
      taxes required by reason of the payment to a Person other than the registered
      holder of the Certificate surrendered, or required for any other reason, or
      shall establish to the satisfaction of the Exchange Agent that such tax has
      been
      paid or is not payable.

     

    (d)  Closing
      of Transfer
      Books.  From and after the Effective Time, there shall be no
      transfers on the stock transfer books of MFB of the MFB Common Stock that were
      outstanding immediately prior to the Effective Time.  If, after the
      Effective Time, Certificates representing such shares are presented for transfer
      to the Exchange Agent or MutualFirst, they shall be exchanged for the Merger
      Consideration and canceled as provided in this Section 3.4.

     

    3.5  Return
      of Exchange
      Fund. 
At
      any time following the six (6) month period after the Effective Time,
      MutualFirst shall be entitled to require the Exchange Agent to deliver to it
      any
      portion of the Exchange Fund which had been made available to the Exchange
      Agent
      and not disbursed to holders of Certificates (including, without limitation,
      all
      interest and other income received by the Exchange Agent in respect of all
      cash
      funds made available to it), and thereafter holders of Certificates shall be
      entitled to look to MutualFirst (subject to abandoned property, escheat and
      other similar laws) with respect to any Merger Consideration that may be payable
      upon due surrender of the Certificates held by them.  Notwithstanding
      the foregoing, neither MutualFirst nor the Exchange Agent shall be liable to
      any
      holder of a Certificate for any Merger Consideration delivered in respect of
      such Certificate to a public official pursuant any abandoned property, escheat
      or other similar law.

     

    3.6  Withholding. 
      MutualFirst or the Exchange Agent will be entitled to deduct and withhold from
      the consideration otherwise payable pursuant to this Agreement or the
      transactions contemplated hereby to any holder of MFB Common Stock such amounts
      as MutualFirst (or any of its affiliates) or the Exchange Agent are required
      to
      deduct and withhold with respect to the making of such payment under the Code,
      or any applicable provision of U.S. federal, state, local or non-U.S. tax
      law.  To the extent that such amounts are properly withheld by
      MutualFirst or the Exchange Agent, such withheld amounts will be treated for
      all
      purposes of this Agreement as having been paid to the holder of the MFB Common
      Stock in respect of whom such deduction and withholding were made by MutualFirst
      or the Exchange Agent.

     

    
      
        
        

      

      
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    ARTICLE IV

    ACTIONS
      PENDING
      TRANSACTION

     

    4.1  Forbearances
      of MFB and its
      Subsidiaries. 
      From the date hereof until the Effective Time, except as Previously Disclosed
      or
      otherwise expressly contemplated by this Agreement, without the prior written
      consent of MutualFirst (which consent under subsections (e), (j), (m), (n),
      (q),
      (r), (s), (w), and (x) shall not be unreasonably withheld or delayed), MFB
      will
      not, and will cause each of its Subsidiaries not to:

     

    (a)  Ordinary
      Course.  Conduct its business other than in the ordinary and
      usual course consistent with past practice or fail to use reasonable best
      efforts to (i) preserve intact its business organization, properties, and
      assets and (ii) maintain its rights, franchises and existing relations with
      customers, suppliers, employees and business associates.

     

    (b)  Capital
      Stock.  (i) Issue, sell or otherwise permit to become
      outstanding, or authorize the creation of, any additional shares of its capital
      stock, other ownership interests or any Rights, except for the issuance of
      MFB
      Common Stock upon the exercise of MFB Stock Options; or (ii) enter into any
      agreement with respect to the foregoing.

     

    (c)  Other
      Securities.  Issue any other capital securities, including
      trust preferred or other similar securities, or other securities, debentures
      or
      subordinated notes.

     

    (d)  Dividends,
      Etc.  (i) Make, declare, pay or set aside for payment any
      dividend or distribution on its capital stock or other ownership interests
      (other than (A) regular quarterly cash dividends on MFB Common Stock in an
      amount not to exceed $0.19 per share, with record and payment dates consistent
      with past practice; provided, however, the declaration of the last quarterly
      dividend by MFB prior to the Effective Time and the amount and payment thereof
      shall be coordinated with MutualFirst so that no shareholder of MFB Common
      Stock
      who shall be entitled to receive the Stock Consideration will receive dividends
      on both MFB Common Stock and MutualFirst Common Stock to be issued in the Merger
      with respect to the same quarterly period, or fail to receive at least one
      dividend (which may be with respect to either his MFB Common Stock or
      MutualFirst Common Stock to be received in the Merger) with respect to such
      quarterly period, and (B) dividends from wholly owned Subsidiaries to MFB
      or to another wholly owned Subsidiary of MFB) or (ii) directly or
      indirectly adjust, split, combine, redeem, reclassify, purchase or otherwise
      acquire, any shares of its capital stock, other ownership interests, or Rights,
      except in connection with the exercise of stock options where outstanding shares
      of MFB Common Stock are used to pay the exercise price.

     

    (e)  Compensation;
      Employment,
      Etc.  (i) Enter into, modify, amend, renew or terminate
      any employment, consulting, severance, change in control, or similar agreement
      or arrangement with any director, officer or employee of, or independent
      contractor with respect to, MFB or any of its Subsidiaries, or grant any salary
      or wage increase or increase any employee benefit (including incentive or bonus
      payments) other than (A) at will agreements; or (B) normal individual
      annual increases in salary to rank and file employees not to exceed three
      percent (3%) to any employee, in each case in the ordinary course of business
      consistent with past practice; (ii) hire any new officers;
      (iii) promote any employee to a rank of vice president or a more senior
      position; or (iv) pay aggregate expenses of more than $10,000 for employees
      and directors to attend conventions or similar meetings after the date
      hereof.

     

    
      
        
        

      

      
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    (f)  Benefit
      Plans.  Except as required by law, enter into, establish,
      adopt, modify, amend, renew, or terminate any MFB Employee Plan, or take any
      action to accelerate the vesting of benefits thereunder.

     

    (g)  Dispositions.  Sell,
      transfer, mortgage or encumber any of its assets or properties, except in the
      ordinary course of business consistent with past practice, and in the case
      of a
      sale or transfer, at fair value; or sell or transfer any of its deposit
      liabilities.

     

    (h)  Leases
      or
      Licenses.  Enter into, modify, amend or renew any lease,
      license or maintenance agreement relating to real or personal property or
      Intellectual Property other than in the ordinary course of business consistent
      with past practice and involving an aggregate amount not in excess of
      $50,000.

     

    (i)  Acquisitions.  Except
      as permitted under Section 4.1(r) and (q), acquire (other than by way of
      foreclosures or acquisitions of control in a bona fide fiduciary capacity or
      in
      satisfaction of debts contracted prior to the date hereof in good faith, in
      each
      case in the ordinary course of business consistent with past practice) all
      or
      any portion of, the assets, business or properties of any Person.

     

    (j)  Loans,
      Loan Participations
      and Servicing Rights.  Sell or acquire any loans (excluding
      originations) or loan participations; or sell or acquire any servicing
      rights.

     

    (k)  Governing
      Documents.  Amend its certificate or articles of incorporation,
      charter or by-laws (or similar governing documents).

     

    (l)  Accounting
      Methods.  Implement or adopt any material change in its
      accounting principles, practices or methods, other than as may be required
      by
      GAAP or any Governmental Authority.

     

    (m)  Contracts.  Except
      to satisfy Previously Disclosed written commitments outstanding on the date
      hereof, or to the extent permitted by Section 4.1(h), (q), (r), (s), (t) or
      (w), enter into or terminate any material agreement or amend or modify in any
      material respect or renew any of its existing material agreements.

     

    (n)  Claims.  Except
      in the ordinary course of business consistent with past practice and involving
      an amount not in excess of $25,000 (exclusive of any amounts paid directly
      or
      reimbursed to MFB or any of its Subsidiaries under any insurance policy
      maintained by MFB or any of its Subsidiaries), settle any claim, action or
      proceeding against it.  Notwithstanding the foregoing, no settlement
      shall be made if it involves a precedent for other similar claims, which in
      the
      aggregate, could be material to MFB and its Subsidiaries, taken as a
      whole.

     

    (o)  Foreclose.  Foreclose
      upon or otherwise take title to or possession or control of any real property
      without first obtaining a phase one environmental report thereon; provided,
      however, that neither MFB nor any of its Subsidiaries shall be required to
      obtain such a report with respect to one-to four-family, non-agricultural
      residential property of five acres or less to be foreclosed upon unless it
      has
      reason to believe that such property contains Materials of Environmental Concern
      or might be in violation of or require remediation under Environmental
      Laws.

     

    
      
        
        

      

      
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    (p)  Deposit
      Taking and Other
      Bank Activities.  In the case of MFB Financial
      (i) voluntarily make any material changes in or to its deposit mix;
      (ii) increase or decrease the rate of interest paid on time deposits or on
      certificates of deposit, except in a manner and pursuant to policies consistent
      with past practice and competitive factors in the marketplace; (iii) incur
      any liability or obligation relating to retail banking and branch merchandising,
      marketing and advertising activities and initiatives except in the ordinary
      course of business consistent with past practice; (iv) open any new branch
      or deposit taking facility; or (v) close or relocate any existing branch or
      other facility.

     

    (q)  Investments.  Enter
      into any securities transaction for its own account or purchase or otherwise
      acquire any investment security for its own account except purchases and sales
      of securities consistent with past practices to maintain investment portfolios
      of MFB and its Subsidiaries that have risk and asset mix characteristics similar
      to those as of the date hereof; enter into or acquire any derivatives contract
      or structured note; enter into any new, or modify, amend or extend the terms
      of
      any, existing contracts relating to the purchase or sale of financial or other
      futures, or any put or call option relating to cash, securities or commodities
      or any interest rate swap agreements or other agreements relating to the hedging
      of interest rate risk.

     

    (r)  Capital
      Expenditures.  Purchase any fixed assets (by installment
      purchase, capital lease, synthetic lease or otherwise) where the amount
      paid or committed thereof is in excess of $25,000 individually or $50,000 in
      the
      aggregate, except for amounts Previously Disclosed, for emergency repairs or
      replacements.

     

    (s)  Lending.  (i)
      Make any material changes in its policies concerning loan underwriting or which
      Persons may approve loans or fail to comply with such policies; or (ii) make
      or
      commit to make any new loan, line or letter of credit, or any new or additional
      discretionary advance under any existing loan, line or letter of credit, or
      restructure any existing loan, line or letter of credit so that any such loan,
      line or letter of credit after such action exceeds $1,000,000 without the prior
      written consent of MutualFirst acting through its Chief Executive Officer or
      a
      Senior Vice President in a written notice to MFB, which approval or rejection
      shall be given within five (5) business days after delivery by MFB to such
      officer of MutualFirst of information concerning the loan reasonably necessary
      for MutualFirst to make a decision.

     

    (t)  Joint
      Ventures and Real
      Estate Development Operations.  Except as Previously Disclosed,
      engage in any new joint venture, partnership or similar activity; make any
      new
      or additional investment in any existing joint venture or partnership; or engage
      in any new real estate development or construction activity.

     

    (u)  Adverse
      Actions.  Knowingly take, or fail to take, any action that is
      intended or is reasonably likely to result in (i) any of MFB’s
      representations and warranties set forth in this Agreement being or becoming
      untrue in any material respect at or prior to the Effective Date (disregarding
      Material Adverse Effect qualifications); (ii) the Merger failing to qualify
      as a “reorganization” under Section 368 of the Code; (iii) any of the
      conditions to the Transactions set forth in Article VIII not being
      satisfied except as expressly permitted by this Agreement; or (iv) a
      violation of any provision of this Agreement.

     

    
      
        
        

      

      
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    (v)  Risk
      Management.  Except as required by applicable law or
      regulation, (i) implement or adopt any material change in its interest rate
      and other risk management policies, procedures or practices; (ii) fail to
      follow its existing policies or practices with respect to managing its exposure
      to interest rate and other risk; or (iii) fail to use commercially
      reasonable means to avoid any material increase in its aggregate exposure to
      interest rate risk.

     

    (w)  Indebtedness
      and
      Guaranties.  Incur any indebtedness for borrowed money other
      than in the ordinary course of business consistent with past practice with
      a
      term not in excess of one year; or incur, assume or become subject to, whether
      directly or by way of any guarantee or otherwise, any obligations or liabilities
      (absolute, accrued, contingent or otherwise) of any other Person, other than
      the
      issuance of letters of credit in the ordinary course of business and in
      accordance with the restrictions set forth in Section 4.1(s).

     

    (x)  Charitable
      Contributions.  Make any charitable or similar contributions in
      excess of $1,000 individually or $10,000 in the aggregate.

     

    (y)  New
      Lines of
      Business.  Develop, market or implement any new lines of
      business.

     

    (z)  Performance
      of
      Obligations.  Take any action that is likely to materially
      impair MFB’s ability to perform any of its obligations under this
      Agreement.

     

    (aa)  Commitments.  Agree
      or commit to do any of the foregoing.

     

    4.2  Forbearances
      of MutualFirst
      and its Subsidiaries. 
      From the date hereof until the Effective Time, except as expressly contemplated
      by this Agreement, without the prior written consent of MFB, MutualFirst will
      not, and will cause each of its Subsidiaries not to:

     

    (a)  Ordinary
      Course.  Conduct its business other than in the ordinary and
      usual course consistent with past practice or fail to use reasonable best
      efforts to (i) preserve intact its business organization, properties, and assets
      and (ii) maintain its rights, franchises and existing relations with customers,
      suppliers, employees and business associates.

     

    (b)  Capital
      Stock.  (i) Issue, sell or otherwise permit to become
      outstanding, or authorize the creation of, any additional shares of its capital
      stock, other ownership interests or any Rights or (ii) enter into any agreement
      with respect to the foregoing, except for the (1) issuance of stock options
      and
      restricted stock to employees and directors consistent with past practice,
      (2)
      issuance of MutualFirst Common Stock upon the exercise of stock options, and
      (3)
      open market repurchases pursuant to its current repurchase plan.

     

    (c)  Other
      Securities.  Issue any other capital securities, including
      trust preferred or other similar securities, or other securities, debentures
      or
      subordinated notes, except in connection with financing the funding of the
      payment of the Cash Consideration.

     

    
      
        
        

      

      
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    (d)  Dividends,
      Etc.  (i) Make, declare, pay or set aside for payment any
      dividend or distribution on its capital stock or ownership interests (other
      than
      (A) regular quarterly cash dividends on MutualFirst Common Stock in an amount
      not to exceed $0.16 per share, with record and payment dates consistent with
      past practice, and (B) dividends from wholly owned Subsidiaries to MutualFirst
      or to another wholly owned Subsidiary of MutualFirst), or (ii) directly or
      indirectly adjust, split, combine, redeem, reclassify, purchase or otherwise
      acquire, any shares of its capital stock, other ownership interests, or Rights,
      except in connection with (1) the exercise of stock options where outstanding
      shares of MutualFirst Common Stock are used to pay the exercise price and (2)
      open market repurchases pursuant to its current repurchase plan.

     

    (e)  Adverse
      Actions.  Knowingly take, or fail to take, any action that is
      intended or is reasonably likely to result in (i) any of MutualFirst’s
      representations and warranties set forth in this Agreement being or becoming
      untrue in any material respect (disregarding Material Adverse Effect
      qualifications); (ii) the Merger failing to qualify as a “reorganization”
under Section 368 of the Code; (iii) any of the conditions to the
      Transactions set forth in Article VIII not being satisfied except as
      expressly permitted by this Agreement; or (iv) a violation of any provision
      of this Agreement;

     

    (f)  Governing
      Instruments.  Take any action or amend the MutualFirst Articles
      or MutualFirst By-Laws, the effect of which would be to materially and adversely
      affect the rights or powers of shareholders generally;

     

    (g)  Regulatory
      Approvals.  Knowingly take or omit to take any other action
      that would materially adversely affect or materially delay the ability of
      MutualFirst to obtain or otherwise materially adversely affect MutualFirst’s or
      MFSB’s ability to consummate the Transactions; or

     

    (h)  Performance
      of
      Obligations.  Take any action that is likely to materially
      impair MutualFirst’s ability to perform any of its obligations under this
      Agreement.

     

    (i)  Commitment.  Agree
      or commit to do any of the foregoing.

     

    ARTICLE V

    REPRESENTATIONS
      AND WARRANTIES OF
      MFB

     

    MFB
      represents and warrants to MutualFirst that the statements contained in this
      Article V are correct and complete as of the date of this Agreement and
      will be correct and complete as of the Effective Date (as though made then
      and
      as though the Effective Date were substituted for the date of this Agreement
      throughout this Article V), subject to the standard and qualifications set
      forth in Section 5.1 and except as Previously Disclosed, and except as to
      any representation or warranty which specifically relates to a specified date,
      which only need be so correct as of such specified date.

     

    5.1  Standard.  No
      representation or warranty of MFB contained in this Article V shall be
      deemed not complete, untrue or incorrect, and MFB shall not be deemed to have
      breached a representation or warranty, as a consequence of the existence of
      any
      fact, circumstance or event unless such fact, circumstance or event,
      individually or taken together with all other facts, circumstances or events,
      has had or is reasonably expected to have a Material Adverse Effect on MFB,
      disregarding for these purposes (x) any qualification or exception for, or
      reference to, materiality in any such representation or warranty and
      (y) any use of the terms “material”, “materially”, “in all material
      respects”, “Material Adverse Effect” or similar terms or phrases in any such
      representation or warranty.  The foregoing standard shall not apply
      (a) as of the date of this Agreement to the representations and warranties
      contained in Sections 5.2, and 5.12(b),(c), (d) and (g), which shall be true
      and
      correct as all respects, (b) as of the date of this Agreement to any
      representation or warranty contained in Section 5.3(a), 5.4, 5.5(b)(i), 5.6(a),
      5.7, 5.8(e), 5.9, 5.10, 5.13, 5.16, 5.17, 5.23 or 5.25 that is material to
      the
      business, condition (financial or otherwise), operating results or operations
      of
      MFB and its Subsidiaries, taken as a whole, which representation or warranty
      shall be true and correct in all material respects, and (c) at any time to
      the
      representations and warranties under 5.5(a), 5.14, 5.20 and 5.31, which
      representations and warranties shall be true and correct in all respects at
      all
      times.

     

    
      
        
        

      

      
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    5.2  Capitalization.

     

    (a)  The
      authorized capital stock of MFB consists of (i) 5,000,000 shares of MFB Common
      Stock of which, as of the date hereof, (A) 1,379,671 are issued and outstanding,
      together with the Rights (the “MFB Shareholder
      Rights”) issued pursuant to the Rights Agreement, dated as of October 2,
      2006, between MFB and Registrar and Transfer Company, as Rights Agent (the
      “Rights
      Agreement”) and (B) 309,746 are held as Treasury Stock; and
      (ii) 2,000,000 shares of preferred stock, without par value, of which no
      shares are outstanding.  All of the issued and outstanding shares of
      MFB Common Stock have been duly authorized and validly issued and are fully
      paid
      and nonassessable.  None of the shares of MFB Common Stock has been
      issued in violation of the preemptive rights of any Person.  All
      issuances of securities by MFB have been registered under the applicable
      Securities Act and state securities law requirements or were exempt from such
      registration requirements.

     

    (b)  Options
      covering 141,210 shares of MFB Common Stock are outstanding on the date hereof
      (the “MFB Stock
      Options”) under the MFB Stock Option Plans with an average exercise price
      of $25.16 per share.  The name of each holder of MFB Stock Options,
      together with the date of each award, the number of option shares subject to
      each award, the expiration date(s) thereof, and the vesting date(s) of unvested
      awards in each case, as of the date hereof, are Previously
      Disclosed.  Except for the MFB Shareholder Rights or as set forth
      above in this subsection (b), there are no Rights issued or outstanding with
      respect to MFB capital stock.  The MFB Board has taken all necessary
      action to exempt MutualFirst and Acquisition Corp. from the definition of an
      “Acquiring Person” or “Adverse Person” (as such terms are defined in the Rights
      Agreement) and the Transactions from the transactions subject to the MFB
      Shareholder Rights including Section 13 of the Rights Agreement so that the
      entering into of this Agreement and the consummation of the Transactions
      contemplated hereby (individually or in conjunction with any other event) do
      not
      and will not result in the ability of any Person to exercise any MFB Shareholder
      Rights under the Rights Agreement (or receive any other benefits under the
      Rights Agreement) or enable or require the MFB Shareholders Rights to separate
      from the shares of MFB Common Stock to which they are attached or to be
      triggered or become exercisable or redeemable.  MFB does not maintain
      a dividend reinvestment plan.

     

    
      
        
        

      

      
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    5.3  Organization,
      Standing and
      Authority of MFB.

     

    (a)  MFB
      is a
      unitary savings and loan holding company, duly organized and validly existing
      under the laws of the State of Indiana, with full corporate power and authority
      to own and lease all of its properties and assets and to carry on its business
      as now conducted.

     

    (b)  MFB
      is
      duly licensed and qualified to do business and is in good standing in each
      jurisdiction in which its ownership or leasing property or the conduct of its
      business requires such licensing or qualification.  MFB has previously
      made available to MutualFirst the MFB Articles and MFB By-Laws.

     

    5.4  MFB
      Subsidiaries.  MFB has Previously Disclosed the name and
      jurisdiction of incorporation or organization of each of its
      Subsidiaries.  Each Subsidiary of MFB is duly organized and validly
      existing under the laws of its place of incorporation or organization, with
      full
      power and authority to own and lease all of its properties and assets and to
      carry on its business, as now conducted, and is duly licensed or qualified
      to do
      business and is in good standing in each jurisdiction in which its ownership
      or
      leasing of property or the conduct of its business requires such licensing
      or
      qualification.  MFB or an MFB Subsidiary owns all of the issued and
      outstanding shares of capital stock or other ownership interests of each MFB
      Subsidiary, free and clear of all Liens.  There are no Rights issued
      or outstanding with respect to the capital stock or other ownership interests
      of
      any Subsidiary of MFB.  Except for the ownership of the MFB
      Subsidiaries, readily marketable securities, securities held-to-maturity in
      the
      MFB Financial’s investment portfolio and FHLB stock, neither MFB nor any of its
      Subsidiaries owns any equity or profit and loss interest in any other
      Person.  MFB has previously made available to MutualFirst the
      certificate or articles of incorporation, charter, bylaws and other governing
      documents of each of its Subsidiaries.

     

    5.5  Authorized
      and Effective
      Agreement.

     

    (a)  MFB
      has
      all requisite power and authority to enter into this Agreement and (subject
      to
      receipt of all necessary approvals of Regulatory Authorities, the expiration
      of
      applicable waiting periods, and the approval of this Agreement by the
      shareholders of MFB) to perform all of its obligations
      hereunder.  This Agreement (including the execution, delivery and
      performance hereof) and the Transactions have been duly authorized, deemed
      advisable, and unanimously approved by the MFB Board and no other corporate
      action is required in respect thereof on the part of MFB, except for the
      approval of this Agreement by MFB’s shareholders owning a majority of the issued
      and outstanding shares of MFB Common Stock.  This Agreement has been
      duly and validly executed and delivered by MFB and, assuming due authorization,
      execution and delivery by MutualFirst and Acquisition Corp., constitutes the
      legal, valid and binding obligation of MFB, enforceable against MFB in
      accordance with its terms, subject, as to enforceability, to bankruptcy,
      insolvency and other laws of general applicability relating to or affecting
      creditors’ rights and to general equity principles.

     

    (b)  Neither
      the execution and delivery of this Agreement nor completion of the Transactions,
      nor compliance by MFB or any of its Subsidiaries with any of the provisions
      hereof does or will (i) conflict with or result in a breach of any
      provisions of the MFB Articles, MFB By-Laws, or the certificate or articles
      of
      incorporation, charter, bylaws or other governing documents of any of its
      Subsidiaries, (ii) violate, conflict with or result in a breach of any
      term, condition or provision of, or constitute a default (or an event which,
      with notice or lapse of time, or both, would constitute a default) under, or
      give rise to any right of termination, cancellation or acceleration with respect
      to, or result in the creation of any Lien upon any property or asset of MFB
      or
      any of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, deed
      of trust, license, lease, agreement or other instrument or obligation to which
      MFB or any of its Subsidiaries is a party, or by which any of their properties
      or assets may be bound or affected, or (iii) subject to receipt of all required
      approvals from Regulatory Authorities (and the expiration of applicable waiting
      periods) and the shareholders of MFB, violate in any material respect any order,
      writ, injunction, decree, statute, rule or regulation applicable to MFB or
      any
      of its Subsidiaries.

     

    
      
        
        

      

      
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    (c)  Except
      for (i) the filing of applications with and the approvals of applicable
      Regulatory Authorities relating to the Transactions and the change of ownership
      of the MFB Subsidiaries, (ii) the approval of this Agreement by
      shareholders at the MFB Meeting and the approval of the stock issuance at the
      MutualFirst Meeting, (iii) the filing with and clearance by the SEC of the
      Registration Statement and any state securities filings and clearances,
      (iv) the filing of the Articles of Merger (and short form plan of merger,
      if applicable) with the Indiana Secretary and (v) the filing of documents
      with applicable Regulatory Authorities to cause the Bank Merger to become
      effective, no consents or approvals of or filings or registrations with any
      Governmental Authority or with any third party are necessary on the part of
      MFB
      or any of its Subsidiaries or, to the Knowledge of MFB, by MutualFirst or any
      of
      its Subsidiaries, in connection with the completion of the Transactions and
      the
      change in ownership of the MFB Subsidiaries.

     

    (d)  As
      of the
      date hereof, MFB is not aware of any reasons relating to MFB or any of its
      Subsidiaries (including CRA compliance) why all consents and approvals shall
      not
      be procured from all Regulatory Authorities having jurisdiction over the
      Transactions as shall be necessary for the completion of the
      Transactions.

     

    5.6  Securities
      Documents and
      Regulatory Reports.

     

    (a)  MFB’s
      Securities Documents filed after September  30, 2003, (i) complied in
      all material respects with the applicable requirements under the Securities
      Act
      or the Exchange Act, as the case may be, and (ii) did not contain any
      untrue statement of a material fact or omit to state a material fact required
      to
      be stated therein or necessary to make the statements therein, in light of
      the
      circumstances under which they were made, not misleading; and each of the
      balance sheets contained in or incorporated by reference into any such
      Securities Document (including the related notes and schedules thereto) fairly
      presents in all material respects the financial position of MFB and its
      Subsidiaries as of its date, and each of the statements of income and changes
      in
      shareholders’ equity and cash flows or equivalent statements in such Securities
      Documents (including any notes or schedules thereto) fairly presents, in all
      material respects, the results of operations, changes in shareholders’ equity
      and cash flows, as the case may be, of MFB and its Subsidiaries for the periods
      to which they relate, in each case in accordance with GAAP consistently applied
      during the periods involved, except in each case as may be noted therein,
      subject to non-material, normal year-end audit adjustments and the absence
      of
      footnotes in the case of unaudited financial statements.

     

    
      
        
        

      

      
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    (b)  MFB
      and
      its Subsidiaries have duly and timely filed with all applicable Regulatory
      Authorities all reports required to be filed by them under applicable laws
      and
      regulations and such reports were complete and accurate in all material respects
      and in compliance with the requirements of applicable laws and
      regulations.  In connection with the examinations of MFB Financial
      since September 30, 2003 by the OTS, the FDIC or any other Regulatory
      Authority, MFB Financial was not required to correct or change any action,
      procedure or proceeding which MFB believes has not been corrected or changed
      as
      required.  As of the date hereof, the last examination of MFB
      Financial by the OTS was as of June 25, 2007.

     

    5.7  Material
      Adverse
      Effect.  Since September 30, 2007, (a) to the date of
      this Agreement, MFB and its Subsidiaries have conducted their businesses only
      in
      the ordinary and usual course (excluding the entering into of this Agreement
      and
      the incurrence of expenses in connection with this Agreement and the
      Transactions) and (b) no event has occurred or circumstance arisen
      (including litigation) that, individually or in the aggregate, has had or is
      reasonably likely to have a Material Adverse Effect on MFB.

     

    5.8  Environmental
      Matters.

     

    (a)  MFB
      and
      its Subsidiaries are in compliance with all Environmental
      Laws.  Neither MFB nor any of its Subsidiaries has received any
      communication alleging that it or any of its Subsidiaries is not in such
      compliance.  To the Knowledge of MFB, there are no present
      circumstances that would prevent or interfere with the continuation of such
      compliance.

     

    (b)  None
      of
      the properties currently owned or operated by MFB or any MFB Subsidiary other
      than REO, or to the Knowledge of MFB, no REO of MFB or any MFB Subsidiary or
      any
      other property previously owned or operated or currently leased by MFB or any
      of
      its Subsidiaries, has been or is in violation of or subject to liability under
      any Environmental Law.

     

    (c)  To
      the
      Knowledge of MFB, there are no past or present actions, activities,
      circumstances, conditions, events or incidents that could reasonably form the
      basis of any Environmental Claim or other claim or action or governmental
      investigation that could result in the imposition of any liability against
      or
      obligation on the part of MFB or any of its Subsidiaries or any Person whose
      liability or obligation for any Environmental Claim MFB or any of its
      Subsidiaries has or may have retained or assumed either contractually or by
      operation of law.

     

    (d)  Neither
      MFB nor any MFB Subsidiary (i) has, to the Knowledge of MFB, conducted any
      environmental studies during the past five years with respect to any properties
      owned by it, or (ii) is aware of any Environmental Law violation, or
      remediation obligation for Materials of Environmental Concern relating to any
      property securing a loan held by it.

     

    (e)  Neither
      MFB nor any of its Subsidiaries has any material liability relating to Materials
      of Environmental Concern or under any Environmental Law in connection with
      any
      property leased, owned or formerly owned by it.

     

    
      
        
        

      

      
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    5.9  Tax
      Matters.

     

    (a)  MFB
      and
      its Subsidiaries have timely filed (including applicable extension periods)
      all
      Tax Returns and have paid, or where payment is not yet required to have been
      made, have set up an adequate reserve or accrual for the payment of, all
      material Taxes in respect of the periods covered by such Tax Returns and, as
      of
      the Effective Date, will have paid, or where payment is not required to have
      been made will have set up an adequate reserve or accrual for the payment of,
      all material Taxes for any subsequent periods ending on or prior to the
      Effective Date.  Neither MFB nor any of its Subsidiaries will have any
      material liability for any such Taxes in excess of the amounts so paid or
      reserves or accruals so established.  MFB and its Subsidiaries have
      timely and properly withheld and paid over all material Taxes to the proper
      tax
      authority required to be so withheld and paid over in connection with amounts
      paid or owing to any employee, independent contractor, creditor, shareholder
      or
      other third party.

     

    (b)  All
      Tax
      Returns filed by MFB or any of its Subsidiaries are complete and accurate in all
      material respects.  Neither MFB nor any MFB Subsidiary is delinquent
      in the payment of any material Taxes nor has it requested an extension of time
      which is currently outstanding within which to file any Tax Return with respect
      to any material Taxes.  No deficiencies for any Taxes have been
      proposed, asserted or assessed (tentatively or otherwise) against MFB or any
      of
      its Subsidiaries which have not been settled and paid.  There are no
      agreements in effect with respect to MFB or any of its Subsidiaries to extend
      the period of limitations for the assessment or collection of any
      Taxes.  No audit, examination or deficiency or refund litigation with
      respect to any Tax Return or Taxes is pending or, to the Knowledge of MFB,
      is
      threatened.

     

    (c)  None
      of
      the Tax Returns of MFB or any of its Subsidiaries with respect to income Taxes
      have during the past three years been audited or examined by applicable Tax
      authorities.

     

    (d)  Neither
      MFB nor any of its Subsidiaries is a party to a Tax sharing, indemnification
      or
      similar agreement pursuant to which it or any of its Subsidiaries has any
      obligation to any party (other than it or one of its Subsidiaries) with respect
      to Taxes.  Neither MFB nor any of its Subsidiaries is required (or
      will any successor in the Transactions be required) to include in income any
      adjustment pursuant to Section 481(a) of the Code as a result of the
      consummation of transactions occurring on or prior to the Effective Date or
      by
      reason of any change in accounting method occurring on or prior to the Effective
      Date (nor does MFB have any Knowledge that the IRS has proposed (or will
      propose) any such adjustment or change of accounting method).

     

    (e)  None
      of
      MFB and its Subsidiaries (i) has been a member of an affiliated group
      filing a consolidated federal income tax return (other than a group the common
      parent of which was MFB) or (ii) has any liability for the Taxes of any
      Person (other than any of MFB and its Subsidiaries) under Treasury Reg.
      Section 1.1502-6 (or any similar provision of state, local, or foreign law)
      as a transferee or successor, by contract, or otherwise.

     

    5.10  Legal
      Proceedings.  There are no material actions, suits, claims or
      proceedings (civil, criminal or administrative) pending, or to the Knowledge
      of
      MFB, any unasserted material possible claim or threatened claim, against MFB
      or
      any of its Subsidiaries or against any asset, interest or right of MFB or any
      of
      its Subsidiaries, or against any officer, director or employee of MFB or any
      of
      its Subsidiaries in such capacity.

     

    
      
        
        

      

      
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    5.11  Compliance
      with
      Laws.

     

    (a)  MFB
      and
      its Subsidiaries have all material permits, licenses, certificates of authority,
      orders and approvals of, and has made all filings, applications and
      registrations with, all Governmental Authorities that are required in order
      to
      permit them to carry on their businesses as they are presently being conducted;
      all such permits, licenses, certificates of authority, orders and approvals
      are
      in full force and effect and, to the Knowledge of MFB, will not be materially
      adversely affected by virtue of the completion of the Transactions or the change
      in ownership of any of the MFB Subsidiaries; and to the Knowledge of MFB, no
      suspension or cancellation of any of the same is threatened.

     

    (b)  MFB
      and
      its Subsidiaries are (i) in compliance with their respective governing
      documents, (ii) in compliance with all applicable laws, ordinances, orders,
      rules and regulations of Governmental Authorities (including any regulatory
      capital requirements, truth-in-lending, fair lending, bank secrecy, usury,
      fair
      credit reporting, consumer protection, securities, municipal securities, safety,
      health, environmental, zoning, anti-discrimination, antitrust, labor, and wage
      and hour laws, ordinances, orders, rules and regulations), (iii) in
      compliance with all orders, writs, injunctions and decrees of any court, and
      (iv) in compliance with all orders, licenses and demands of Governmental
      Authorities.  Neither MFB nor any of its Subsidiaries has received any
      notice or communication from any Governmental Authority asserting that MFB
      or
      any of its Subsidiaries is not in compliance with any of the
      foregoing.  MFB Financial is not subject to any regulatory or
      supervisory cease and desist order, assistance agreement, other agreement,
      written directive, memorandum of understanding or written commitment (other
      than
      those of general applicability to thrift institutions issued by applicable
      Regulatory Authorities) and has not received any written communication
      requesting that it enter into any of the foregoing.  Neither MFB nor
      MFB Financial has been advised by any Regulatory Authority that such Regulatory
      Authority is contemplating issuing or requesting (or is considering the
      appropriateness of issuing or requesting) any such order, decree, agreement,
      memorandum of understanding, commitment letter, supervisory letter or similar
      submission.

     

    (c)  To
      the
      Knowledge of MFB, no investigation or review by any Governmental Authority
      with
      respect to MFB or any of its Subsidiaries is pending or threatened, nor has
      any
      Governmental Authority indicated to MFB or any of its Subsidiaries an intention
      to conduct the same, other than normal or routine regulatory
      examinations.

     

    (d)  MFB
      Financial has a CRA rating of “satisfactory” or better.

     

    5.12  Employee
      Benefit
      Plans.

     

    (a)  MFB
      has
      Previously Disclosed all MFB Employee Plans and has heretofore delivered or
      made
      available to MutualFirst accurate and complete copies of each (including
      amendments and agreements relating thereto) together with, in the case of
      qualified plans, (i) the most recent financial reports prepared with
      respect thereto, (ii) the most recent annual reports filed with any
      Governmental Authority with respect thereto, and (iii) the most recent
      rulings and determination letters and any open requests for rulings or letters
      that pertain thereto.

     

    
      
        
        

      

      
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    (b)  Neither
      MFB nor any of its Subsidiaries currently maintains or sponsors any Defined
      Benefit Plan or ESOP.  Any Defined Benefit Plan or ESOP previously
      maintained or sponsored by MFB or any of its Subsidiaries has been terminated
      and neither MFB nor any of its Subsidiaries has any liability with respect
      to
      any previously terminated Defined Benefit Plan or ESOP.

     

    (c)  To
      the
      Knowledge of MFB, neither MFB nor any of its Subsidiaries participates in or
      has
      incurred any liability under Section 4201 of ERISA for a complete or
      partial withdrawal from a multi-employer plan (as such term is defined in
      ERISA).

     

    (d)  To
      the
      Knowledge of MFB, no transaction prohibited by Section 406 of ERISA (and
      not exempt under Section 408 of ERISA or Section 4975 of the Code) has
      occurred with respect to any MFB Employee Plan which could result in the
      imposition, directly or indirectly, of an excise tax under Section 4975 of
      the Code.

     

    (e)  The
      MFB
      Employee Plans have been maintained and operated in compliance in all material
      respects with the applicable provisions of ERISA, the Code, all regulations,
      rulings and announcements promulgated or issued thereunder and all other
      applicable governmental laws and regulations.  All contributions
      required to be made to the MFB Employee Plans at the date hereof have been
      made,
      and all contributions required to be made to the MFB Employee Plans prior to
      the
      Effective Time will have been made.  There are no unaccrued
      obligations or liabilities of MFB or any of the MFB Subsidiaries under any
      of
      the MFB Employee Plans.

     

    (f)  To
      the
      Knowledge of MFB, there are no pending or threatened claims (other than routine
      claims for benefits) by, on behalf of or against any of the MFB Employee Plans
      or any trust related thereto or any fiduciary thereof.

     

    (g)  Neither
      MFB nor any of its Subsidiaries has made any payments, or is a party to any
      agreement or any MFB Employee Plan, that under any circumstances could obligate
      it or its successor to make payments or deemed payments that, when made, would
      not be deductible because of Sections 162(m) or 280G of the
      Code.

     

    (h)  Except
      as
      required by COBRA, neither MFB nor any of its Subsidiaries has any obligation
      to
      provide retiree welfare benefits (including health benefits) or post-termination
      welfare benefits (including health benefits) to any current or former employees,
      directors, advisory directors, independent contractors or agents.

     

    5.13  Certain
      Contracts. 
      Neither MFB nor any of its Subsidiaries is a party to, bound or affected by,
      or
      obligated to pay benefits under (a) any agreement, indenture or other
      instrument relating to the borrowing of money (other than in the case of FHLB
      borrowings) or the guarantee of any material obligation by it, (b) any
      agreement, arrangement or commitment relating to the election or retention
      in
      office of any present or former director, advisory director, officer or employee
      of MFB or any of its Subsidiaries, (c) any agreement, arrangement or
      understanding (other than as provided in the certificate or articles of
      incorporation, charter or bylaws of MFB or its Subsidiaries) pursuant to which
      MFB or any of its Subsidiaries is obligated to indemnify any present or former
      director, advisory director, officer, employee or agent of MFB or any of its
      Subsidiaries; (d) any agreement, arrangement or understanding to which MFB
      or any of its Subsidiaries is a party or by which it is bound which limits
      the
      freedom of MFB or any of its Subsidiaries to compete in any line of business
      or
      with any Person; (e) any agreement pursuant to which loans or servicing
      rights have been sold by MFB or any of its Subsidiaries, which impose any
      potential recourse obligations (by representation, warranty, covenant or other
      contractual terms) upon MFB or any of its Subsidiaries, other than in the
      ordinary course of business; or (f) any other material agreement,
      commitment or understanding.  For purposes of subsection
      (f) above and Section 4.1(m), a material agreement, commitment or
      understanding shall not include any deposit account liability, any arrangement
      which is terminable by MFB or a Subsidiary of MFB on 90 days or less advance
      written notice without penalty, premium or monetary obligation of MFB or any
      of
      its Subsidiaries which involves the payment by MFB or its Subsidiaries of less
      than $75,000 annually or $100,000 in the aggregate.

     

    
      
        
        

      

      
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    5.14  Brokers
      and
      Finders.  Neither MFB nor any of its Subsidiaries or any of
      their respective directors, officers or employees, has employed any broker
      or
      finder or incurred any liability for any broker or finder fees or commissions
      in
      connection with this Agreement or the Transactions, except for the MFB
      Advisor.  MFB has made available to MutualFirst a true and correct
      copy of its agreement with the MFB Advisor.

     

    5.15  Insurance.  MFB
      and its Subsidiaries maintain the insurance required by contract and applicable
      laws and regulations.  Neither MFB nor any of its Subsidiaries has,
      during the past five years, had an insurance policy canceled or non-renewed
      or
      been denied any insurance coverage for which it has applied.  All
      material insurance policies maintained by MFB or any MFB Subsidiary are
      Previously Disclosed.

     

    5.16  Properties.  All
      real and personal property owned by MFB or any of its Subsidiaries or presently
      used in its business is sufficient to carry on the businesses of MFB and its
      Subsidiaries in the ordinary course of business consistent with past
      practice.  MFB and its Subsidiaries have good and marketable title
      free and clear of all Liens to all of their properties and assets, real and
      personal, except (i) Liens for current taxes not yet due or payable,
      (ii) pledges to secure deposits, (iii) non-monetary Liens affecting
      real property, if any, which do not adversely affect the value or use of such
      real property, and (iv) monetary Liens, if any, reflected in the MFB
      consolidated financial statements as of September 30, 2007 which are included
      in  MFB’s Securities Documents.  All real and personal
      property the loss of which would be material to the business of MFB or any
      of
      its Subsidiaries that is leased or licensed by it is held pursuant to leases
      or
      licenses which are valid and enforceable in accordance with their respective
      terms and such leases and licenses will not terminate or lapse prior to the
      Effective Time or thereafter by reason of completion of the
      Transactions.  All improved real property owned or leased by MFB or
      any of its Subsidiaries is in compliance with all applicable laws including
      zoning laws and the Americans With Disabilities Act.  No expressed or
      implied representation or warranty is made by MFB with respect to the physical
      condition of the fixed assets of MFB or any of its Subsidiaries, it being the
      understanding of the Parties that such fixed assets shall be accepted by
      MutualFirst  in “as is” condition.

     

    
      
        
        

      

      
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    5.17  Labor.  No
      work stoppage involving MFB or any of its Subsidiaries is pending or, to
      the Knowledge of MFB, threatened.  Neither MFB nor any of its
      Subsidiaries is involved in or, to the Knowledge of MFB, threatened with or
      affected by, any material labor dispute, discrimination or sexual harassment
      claim, arbitration, lawsuit or administrative proceeding involving any of its
      employees.  There are no groups of employees of MFB or any of its
      Subsidiaries who are members of a union relating to their employment with MFB
      or
      any of its Subsidiaries.

     

    5.18  Allowance
      for Loan
      Losses.  The allowance for loan losses reflected on MFB’s
      consolidated balance sheet as of September 30, 2007 included in the MFB
      Securities Documents is, and will be in the case of MFB consolidated balance
      sheets included in the MFB Securities Documents filed after the date hereof,
      adequate, in the reasonable judgment of the management of MFB and the MFB Board,
      as of their respective dates under GAAP and the requirements of all applicable
      Regulatory Authorities.

     

    5.19  Transactions
      with
      Insiders.  Since September  30, 2003, all transactions in
      which any of the executive officers or directors of MFB or any of its
      Subsidiaries or members of the “immediate family” or “related interests” (as
      such terms are defined in Regulation O) of any such executive officers or
      directors (collectively, “MFB Insiders”), directly or indirectly, either
      individually or through any corporation, limited liability company, partnership,
      association or other entity, has borrowed from, loaned to,
      supplied  or provided goods to, purchased assets from, sold assets to,
      or done business in any manner with, MFB or any of its Subsidiaries are in
      compliance with applicable laws, rules and regulations.  No MFB
      Insider has any direct or indirect interest in any property, assets, business
      or
      right which is owned, leased, held or used by MFB or any of its Subsidiaries
      or
      in any liability, obligation or indebtedness of MFB or any of its Subsidiaries,
      except for deposits of MFB Financial.

     

    5.20  Fairness
      Opinion.  The MFB Board has received the opinion of MFB Advisor
      dated the date hereof to the effect that, as of such date, the Aggregate Merger
      Consideration pursuant to this Agreement is fair, from a financial point of
      view, to the shareholders of MFB.

     

    5.21  No
      Undisclosed
      Liabilities.  Neither MFB nor any of its
      Subsidiaries  has any liability or obligation, whether known or
      unknown, whether asserted or unasserted, whether absolute or contingent, whether
      accrued or unaccrued, whether liquidated or unliquidated, and whether due or
      to
      become due, including any liability for Taxes (and there is no past or present
      fact, situation, circumstance, condition or other basis for any present or
      future action, suit or proceeding, hearing, charge, complaint, claim or demand
      against MFB or any of its Subsidiaries giving rise to any such liability or
      obligation) required in accordance with GAAP to be reflected in an audited
      consolidated balance sheet of MFB and its Subsidiaries or the notes thereto,
      except for (a) liabilities set forth or reserved against in the MFB audited
      consolidated financial statements as of September 30, 2007 or the notes
      thereto which are included in MFB’s Securities Documents, and
      (b) liabilities occurring in the ordinary course of business since
      September  30, 2007 or relating to this Agreement, the Transactions or the
      change in ownership of the MFB Subsidiaries.

     

    5.22  Indemnification.  To
      the Knowledge of MFB, no action or failure to take action by any present or
      former director, advisory director, officer, employee or agent of MFB or any
      of
      its Subsidiaries has occurred which would give rise to a material claim by
      any
      such Person for indemnification from MFB or any of its
      Subsidiaries.

     

    
      
        
        

      

      
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    5.23  Loan
      Portfolio.  Each loan reflected as an asset on the MFB
      consolidated financial statements as of September 30, 2007 which is included
      in
      MFB’s Securities Documents, and each loan originated or acquired by MFB or any
      of its Subsidiaries thereafter, is (or will be) evidenced by appropriate and
      sufficient documentation and constitutes (or will constitute) the legal, valid
      and binding obligation of the obligor named therein, enforceable in accordance
      with its terms, except to the extent that the enforceability thereof may be
      limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
      or
      equitable principles or doctrines.  All such loans are, and the loans
      held at the Effective Date will be, free and clear of any Lien (other than
      the
      Lien of the FHLB to secure FHLB borrowings).  All loan files are
      complete in all material respects and contain all notes, leases and other
      evidences of indebtedness, lease agreements, certificates, security agreements,
      mortgages, deeds of trust, guarantees, UCC financing statements, and similar
      documents evidencing collateral or other financial accommodations relating
      to
      the loans.  None of the obligations represented by the loan documents
      have been modified, altered, forgiven, discharged or otherwise disposed of,
      except as indicated in the loan file or as a result of bankruptcy or other
      debtor relief laws of general application.  The collateral securing
      each loan was in existence at the time funds were advanced or an interest was
      taken in such collateral as reflected in the loan file.  All security
      interests granted in favor of the lender of each loan as reflected in the loan
      documents have been properly perfected.  None of the loans are, and
      none of the loans held at the Effective Date will be, subject to any offset,
      claims of offset or claims of other material liability on the part of MFB or
      any
      of its Subsidiaries.  Neither MFB nor any of its Subsidiaries has
      notice or Knowledge of, and has consented to, the sale, loss, destruction or
      other disposition of any collateral securing a loan, except where the proceeds
      thereof have been or are to be applied to the loan indebtedness.

     

    5.24  Investment
      Portfolio.  Except for pledges to secure public and trust
      deposits or otherwise made in the ordinary course of business, and for FHLB
      stock, none of the investment securities reflected in the MFB consolidated
      financial statements as of September 30, 2007 which are included in MFB’s
      Securities Documents and none of the investment securities since acquired by
      MFB
      or any of its Subsidiaries is subject to any restriction, whether contractual
      or
      statutory, which impairs the ability of MFB or any of its Subsidiaries to freely
      dispose of such investment at any time, other than those restrictions imposed
      on
      securities held to maturity under GAAP and restrictions imposed after the date
      of this Agreement in connection with future borrowings permitted under this
      Agreement.

     

    5.25  Books
      and
      Records.  The corporate record books (other than stock ledgers
      and stock records) of MFB and its Subsidiaries are complete and accurate and
      reflect all meetings, consents and other actions of the boards of directors
      and
      shareholders of MFB and its Subsidiaries.  The stock ledgers and stock
      records of MFB and its Subsidiaries are complete and accurate and reflect all
      transactions in their capital stock.  The accounting books and records
      of MFB and its Subsidiaries are being maintained in compliance with applicable
      legal and accounting requirements, and such books and records accurately reflect
      in all material respects all dealings and transactions in respect of the
      business, assets, liabilities and affairs of MFB and its
      Subsidiaries.

     

    
      
        
        

      

      
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    5.26  Defaults.  Neither
      MFB nor any of its Subsidiaries is in default of any obligation to be performed
      by it under any agreement or commitment in effect as of the date
      hereof.  To the Knowledge of MFB, no other party to any such agreement
      or commitment is in default in any obligation to be performed by such
      party.

     

    5.27  Intellectual
      Property.  MFB and its Subsidiaries own, lease or license all
      patents, patent rights, trademarks, trademark rights, trade names, trade name
      rights, domain names, domain name rights, service marks, service mark rights,
      copyrights and other proprietary intellectual property rights and computer
      programs (other than commercially available, off-the-shelf software)
      (collectively, “Intellectual
      Property”) which are material to the conduct of the businesses of MFB and
      its Subsidiaries free and clear of all Liens.  To the Knowledge of
      MFB, none of the Intellectual Property of MFB and its Subsidiaries infringes
      on
      the rights of any other Person, and no Person is infringing on the rights of
      MFB
      or any of its Subsidiaries with respect to any Intellectual Property of MFB
      or
      any of its Subsidiaries.  The Intellectual Property of MFB and its
      Subsidiaries will not be limited or otherwise adversely affected by virtue
      of
      the consummation of the Transactions.

     

    5.28  Risk
      Management
      Instruments.  All interest rate swaps, caps, floors, option
      agreements, futures and forward contracts and other similar risk management
      arrangements, whether entered into for MFB’s own account, or for the account of
      one or more of its Subsidiaries or their customers, were entered into
      (a) in accordance with prudent business practices and in compliance with
      all applicable laws, rules, regulations and regulatory policies and
      (b) with counter parties believed to be financially responsible at the
      time; and each of them constitutes the valid and legally binding obligation
      of
      MFB or one of its Subsidiaries, enforceable in accordance with its terms (except
      as enforceability may be limited by applicable bankruptcy, insolvency,
      reorganization, moratorium, fraudulent transfer and similar laws of general
      applicability relating to or affecting creditors’ rights or by general equity
      principles), and is in full force and effect.  Neither MFB nor any of
      its Subsidiaries, nor to the Knowledge of MFB, any other party thereto, is
      in
      breach of any of its obligations under any such agreement or arrangement in
      any
      material respect.

     

    5.29  Trust
      Administration.  To the Knowledge of MFB, each MFB Subsidiary
      that acts in a fiduciary capacity has properly administered in all material
      respects all accounts for which it acts as a fiduciary or agent, including
      but
      not limited to accounts for which it serves as a trustee, agent, custodian,
      personal representative, guardian, conservator or investment advisor, in
      accordance with the terms of the governing documents and applicable state and
      federal law and regulation and common law.  To the Knowledge of MFB,
      neither MFB, any MFB Subsidiary, nor any director, officer, or employee of
      MFB
      or any of its Subsidiaries acting on behalf of MFB or any of its Subsidiaries,
      has committed any material breach of trust with respect to any such fiduciary
      or
      agency account, and the accountings for each such fiduciary or agency account
      are true and correct in all material respects and accurately reflect the assets
      of such fiduciary or agency account.  There is no investigation or
      inquiry by any Governmental Authority pending, or to the Knowledge of MFB,
      threatened, against or affecting MFB or any of its Subsidiaries relating to
      the
      compliance by MFB or any such Subsidiary with sound fiduciary principles and
      applicable regulations.

     

    
      
        
        

      

      
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    5.30  Internal
      Controls.  None of MFB or its Subsidiaries’ records, systems,
      controls, data or information are recorded, stored, maintained, operated or
      otherwise wholly or partly dependent on or held by any means (including any
      electronic, mechanical or photographic process, whether computerized or not)
      which (including all means of access thereto and therefrom) are not under the
      exclusive ownership and direct control of MFB or its Subsidiaries or accountants
      except as would not reasonably be expected to have a materially adverse effect
      on the system of internal accounting controls described in the next
      sentence.  MFB and its Subsidiaries have devised and maintain a system
      of internal accounting controls sufficient to provide reasonable assurances
      regarding the reliability of financial reporting and the preparation of
      financial statements for external purposes in accordance with GAAP.

     

    5.31  Takeover
      Laws.  MFB has taken or will take all necessary actions so that
      this Agreement and the Transactions are not subject to the requirements of
      any
“moratorium,” “control share”, “fair price”, “affiliate transactions”, “business
      combination” or other antitakeover laws and regulations of any state, including
      the provisions of the IBCL (“Takeover Laws”) applicable to MFB or any MFB
      Subsidiary.

     

    5.32  Representations
      Not
      Misleading.  No representation or warranty by MFB in this
      Agreement, or in any schedule furnished to MutualFirst or its Subsidiaries
      under and pursuant to this Agreement, contains or will contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make
      the statements contained herein or therein, in light of the circumstances in
      which they were made, not misleading.

     

    ARTICLE VI

    REPRESENTATIONS
      AND WARRANTIES OF
      MUTUALFIRST

     

    MutualFirst
      represents and warrants to MFB that the statements contained in this
      Article VI are correct and complete as of the date of this Agreement and
      will be correct and complete as of the Effective Date (as though made then
      and
      as though the Effective Date were substituted for the date of this Agreement
      throughout this Article VI), subject to the standard and qualifications set
      forth in Section 6.1 and except as Previously Disclosed, and except as to
      any representation or warranty which specifically relates to a specified date,
      which only need be so correct as of such specified date.

     

    6.1  Standard.  No
      representation or warranty of MutualFirst contained in this Article VI
      shall be deemed not complete, untrue or incorrect, and MutualFirst shall not
      be
      deemed to have breached a representation or warranty, as a consequence of the
      existence of any fact, circumstance or event unless such fact, circumstance
      or
      event, individually or taken together with all other facts, circumstances or
      events has had or is reasonable expected to have a Material Adverse Effect
      on
      MutualFirst, disregarding for these purposes (x) any qualification or
      exception for, or reference to, materiality in any such representation or
      warranty and (y) any use of the terms “material”, “materially”, “in all
      material respects”, “Material Adverse Effect” or similar terms or phrases in any
      such representation or warranty.  The foregoing standard shall not
      apply (a) as of the date of this Agreement to the representations and warranties
      contained in Section 6.2, which shall be true and correct in all respects,
      (b)
      as of the date of this Agreement to any representation or warranty in Section
      6.3(a), 6.4, 6.7, 6.8(e), 6.9, 6.10, 6.15, 6.16, 6.22 or 6.24 that is material
      to the business, condition (financial or otherwise), operating results or
      operations of MutualFirst and its Subsidiaries, taken as a whole, which
      representation or warranty shall be true and correct in all material respects
      and (c) at any time to the representations and warranties under Sections 6.5(a),
      6.13, 6.19 and 6.30, which representations and warranties shall be true and
      correct in all respects at all times.

     

    
      
        
        

      

      
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    6.2  Capitalization.  As
      of the date hereof, the authorized capital stock of MutualFirst consisted of
      (a) 20,000,000 shares of MutualFirst Common Stock, of which [4,226,638]
      shares were issued and outstanding, and no shares were held in treasury, and
      (b) 5,000,000 shares of preferred stock, $0.01 par value per share, of
      which none were issued and outstanding.  As of the date hereof,
      MutualFirst does not have any Rights issued or outstanding with respect to
      MutualFirst Common Stock and MutualFirst does not have any commitment to
      authorize, issue or sell any MutualFirst Common Stock or Rights, other than
      pursuant to (i) this Agreement and (ii) outstanding stock options and
      restricted stock. The issued and outstanding shares of MutualFirst Common Stock
      have been duly authorized and are validly issued and outstanding, fully paid
      and
      nonassessable, and subject to no preemptive rights (and were not issued in
      violation of any preemptive rights).  The shares of MutualFirst Common
      Stock to be issued in the Merger, when issued in accordance with the terms
      of
      this Agreement, will be duly authorized, validly issued, fully paid and
      nonassessable and subject to no preemptive rights.  All issuances of
      securities by MutualFirst have been registered under the Securities Act and
      state securities law requirements or were exempt from such registration
      requirements.

     

    6.3  Organization,
      Standing and
      Authority of MutualFirst.

     

    (a)  MutualFirst
      is a unitary savings and loan holding company, duly organized and validly
      existing under the laws of the State of Maryland, with full corporate power
      and
      authority to own and lease all of its properties and assets and to carry on
      its
      business as now conducted.

     

    (b)  MutualFirst
      is duly licensed or qualified to do business and is in good standing in each
      jurisdiction in which its ownership or leasing of property or the conduct of
      its
      business requires such licensing or qualification.

     

    6.4  MutualFirst
      Subsidiaries.  Each Subsidiary of MutualFirst is duly organized
      and validly existing under the laws of the place of its incorporation or
      organization, with full power and authority to own and lease all of its
      properties and assets and to carry on its business, as now conducted, and is
      duly licensed or qualified to do business and is in good standing in each
      jurisdiction in which its ownership or leasing of property or the conduct of
      its
      business requires such licensing or qualification.  In the case of
      Acquisition Corp., it was formed to facilitate the Merger and has not engaged
      in
      any business activity.

     

    6.5  Authorized
      and Effective
      Agreement.

     

    (a)  Each
      of
      MutualFirst and Acquisition Corp. has all requisite power and authority to
      enter
      into this Agreement and (subject to receipt of all necessary approvals of
      Regulatory Authorities, the expiration of applicable waiting periods and the
      approval of the issuance of MutualFirst Common Stock as contemplated by this
      Agreement by the shareholders of MutualFirst) to perform all of its obligations
      hereunder.  This Agreement (including the execution, delivery and
      performance hereof) and the Transactions have been duly authorized, deemed
      advisable, and unanimously approved by the members of the MutualFirst Board
      in
      attendance at the meeting to consider and vote upon this Agreement and the
      Transactions and the Board of Directors of Acquisition Corp. and no other
      corporate action is required in respect thereof on the part of MutualFirst
      or
      Acquisition Corp., except for the approval by the holders of a majority of
      the
      votes present or represented by proxy at the MutualFirst Meeting of the issuance
      of MutualFirst Common Stock as contemplated by this Agreement.  This
      Agreement has been duly and validly executed and delivered by each of
      MutualFirst and Acquisition Corp. and, assuming due authorization, execution
      and
      delivery by MFB, constitutes the legal, valid and binding obligation of each
      of
      MutualFirst and Acquisition Corp., enforceable against it in accordance with
      its
      terms, subject, as to enforceability, to bankruptcy, insolvency and other laws
      of general applicability relating to or affecting creditors’ rights and to
      general equity principles.

     

    
      
        
        

      

      
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    (b)  Neither
      the execution and delivery of this Agreement, nor completion of the
      Transactions, nor compliance by MutualFirst or any of its Subsidiaries with
      any
      of the provisions hereof does or will (i) conflict with or result in a
      breach of any provisions of the MutualFirst Articles, MutualFirst By-Laws,
      or
      the certificate or articles of incorporation, charter, bylaws or other governing
      documents of any of its Subsidiaries, (ii) violate, conflict with or result
      in a breach of any term, condition or provision of, or constitute a default
      (or
      an event which, with notice or lapse of time, or both, would constitute a
      default) under, or give rise to any right of termination, cancellation or
      acceleration with respect to, or result in the creation of any Lien upon any
      property or asset of MutualFirst or any of its Subsidiaries pursuant to, any
      note, bond, mortgage, indenture, deed of trust, license, lease, agreement or
      other instrument or obligation to which MutualFirst or any of its Subsidiaries
      is a party, or by which any of their properties or assets may be bound or
      affected, or (iii) subject to receipt of all required approvals from
      Regulatory Authorities (and the expiration of applicable waiting periods) and
      the shareholders of MutualFirst, violate in any material respect any order,
      writ, injunction, decree, statute, rule or regulation applicable to MutualFirst
      or any of its Subsidiaries.

     

    (c)  Except
      for the filings and approvals contemplated by Section 5.5(c), no consents
      or approvals of or filings or registrations with any Governmental Authority
      or
      with any third party are necessary on the part of MutualFirst or any of its
      Subsidiaries, or to the Knowledge of MutualFirst, by MFB or any of its
      Subsidiaries, in connection with the completion of the
      Transactions.

     

    (d)  As
      of the
      date hereof, MutualFirst is not aware of any reasons relating to MutualFirst
      or
      any of its Subsidiaries (including CRA compliance) why all consents and
      approvals shall not be procured from all Regulatory Authorities having
      jurisdiction over the Transactions as shall be necessary for the completion
      of
      the Transactions.

     

    6.6  Securities
      Documents and
      Regulatory Reports.

     

    (a)  MutualFirst’s
      Securities Documents filed after December 31, 2003, (i) complied in
      all material respects with the applicable requirements under the Securities
      Act
      or the Exchange Act, as the case may be, and (ii) did not contain any
      untrue statement of a material fact or omit to state a material fact required
      to
      be stated therein or necessary to make the statements therein, in light of
      the
      circumstances under which they were made, not misleading; and each of the
      balance sheets contained in or incorporated by reference into any such
      Securities Document (including the related notes and schedules thereto) fairly
      presents, in all material respects, the financial position of MutualFirst and
      its Subsidiaries as of its date, and each of the statements of income and
      changes in shareholders’ equity and cash flows or equivalent statements in such
      Securities Documents (including any notes or schedules thereto) fairly presents,
      in all material respects, the results of operations, changes in shareholders’
equity and cash flows, as the case may be, of MutualFirst and its Subsidiaries
      for the periods to which they relate, in each case in accordance with GAAP
      consistently applied during the periods involved, except in each case as may
      be
      noted therein, subject to non-material, normal year-end audit adjustments and
      the absence of footnotes in the case of unaudited financial
      statements.

     

    
      
        
        

      

      
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    (b)  MutualFirst
      and its Subsidiaries have duly and timely filed with all applicable Regulatory
      Authorities all reports required to be filed by them under applicable laws
      and
      regulations and such reports were complete and accurate in all material respects
      and in compliance with the requirements of applicable laws and
      regulations.  In connection with the examinations of MFSB since
      December 31, 2003 by the OTS, the FDIC or any other Regulatory Authority,
      MFSB was not required to correct or change any action, procedure or proceeding
      which MutualFirst believes has not been corrected or changed as
      required.

     

    6.7  Material
      Adverse
      Effect.  Since December 31, 2006, (a) to the date of
      this Agreement, MutualFirst and its Subsidiaries have conducted their business
      only in the ordinary and usual course (excluding the entering into this
      Agreement and the incurrence of expenses in connection with this Agreement
      and
      the Transactions) and (b) no event has occurred or circumstance arisen
      (including litigation) that, individually or in the aggregate, has had or
      is reasonably likely to have a Material Adverse Effect on
      MutualFirst.

     

    6.8  Environmental
      Matters.

     

    (a)  MutualFirst
      and its Subsidiaries are in compliance with all Environmental
      Laws.  Neither MutualFirst nor any of its Subsidiaries has received
      any communication alleging that it or any of its Subsidiaries is not in such
      compliance.  To the Knowledge of MutualFirst, there are no present
      circumstances that would prevent or interfere with the continuation of such
      compliance.

     

    (b)  None
      of
      the properties currently owned or operated by MutualFirst or any MutualFirst
      Subsidiary other than REO, or to the Knowledge of MutualFirst, no REO of
      MutualFirst or any MutualFirst Subsidiary or any other property previously
      owned
      or operated or currently leased by MutualFirst or any of its Subsidiaries,
      has
      been or is in violation of or subject to liability under any Environmental
      Law.

     

    (c)  To
      the
      Knowledge of MutualFirst, there are no past or present actions, activities,
      circumstances, conditions, events or incidents that could reasonably form the
      basis of any Environmental Claim or other claim or action or governmental
      investigation that could result in the imposition of any liability against
      or
      obligation on the part of MutualFirst or any of its Subsidiaries or any Person
      whose liability or obligation for any Environmental Claim MutualFirst or any
      of
      its Subsidiaries has or may have retained or assumed either contractually or
      by
      operation of law.

     

    
      
        
        

      

      
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    (d)  Neither
      MutualFirst nor any MutualFirst Subsidiary is aware of any Environmental Law
      violation or remediation obligation for Materials of Environmental Concern
      relating to any property securing a loan held by it.

     

    (e)  Neither
      MutualFirst nor any of its Subsidiaries has any material liability relating
      to
      Materials of Environmental Concern or under any Environmental Law in connection
      with any property leased, owned or formerly owned by it.

     

    6.9  Tax
      Matters.

     

    (a)  MutualFirst
      and its Subsidiaries have timely filed (including applicable extension periods)
      all Tax Returns and have paid, or where payment is not yet required to have
      been
      made, have set up an adequate reserve or accrual for the payment of, all
      material Taxes in respect of the periods covered by such Tax Returns and, as
      of
      the Effective Date, will have paid, or where payment is not required to have
      been made will have set up an adequate reserve or accrual for the payment of,
      all material Taxes for any subsequent periods ending on or prior to the
      Effective Date.  Neither MutualFirst nor any of its Subsidiaries will
      have any material liability for any such Taxes in excess of the amounts so
      paid
      or reserves or accruals so established.  MutualFirst and its
      Subsidiaries have timely and properly withheld and paid over all Taxes to the
      proper tax authority required to be so withheld and paid over in connection
      with
      amounts paid or owing to any employee, independent contractor, creditor,
      shareholder or other third party.

     

    (b)  All
      Tax
      Returns filed by MutualFirst or any of its Subsidiaries are complete and
      accurate in all material respects.  Neither MutualFirst nor any
      MutualFirst Subsidiary is delinquent in the payment of any Taxes nor has it
      requested an extension of time which is currently outstanding within which
      to
      file any Tax Return with respect to any material Taxes.  No
      deficiencies for any Taxes have been proposed, asserted or assessed (tentatively
      or otherwise) against MutualFirst or any of its Subsidiaries which have not
      been
      settled and paid.  There are currently no agreements in effect with
      respect to MutualFirst or any of its Subsidiaries to extend the period of
      limitations for the assessment or collection of any Taxes.  No audit,
      examination or deficiency or refund litigation with respect to any Tax Return
      or
      Taxes is pending or, to the Knowledge of MutualFirst, is
      threatened.

     

    (c)  None
      of
      the Tax Returns of MutualFirst or any of its Subsidiaries with respect to income
      Taxes have during the past three years been audited or examined by applicable
      Tax authorities.

     

    6.10  Legal
      Proceedings.  There are no material actions, suits, claims or
      proceedings (civil, criminal or administrative) pending or, to the Knowledge
      of
      MutualFirst, any unasserted material possible claim or threatened claim, against
      MutualFirst or any of its Subsidiaries or against any asset, interest or right
      of MutualFirst or any of its Subsidiaries, or against any officer, director
      or
      employee of MutualFirst or any of its Subsidiaries in such
      capacity.

     

    6.11  Compliance
      with
      Laws.

     

    (a)  MutualFirst
      and its Subsidiaries have all permits, licenses, certificates of authority,
      orders and approvals of, and has made all filings, applications and
      registrations with, all Governmental Authorities that are required in order
      to
      permit them to carry on their businesses as they are presently being conducted;
      all such permits, licenses, certificates of authority, orders and approvals
      are
      in full force and effect and, to the Knowledge of MutualFirst, will not be
      adversely affected by virtue of the completion of the Transactions; and to
      the
      Knowledge of MutualFirst, no suspension or cancellation of any of the same
      is
      threatened.

     

    
      
        
        

      

      
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    (b)  MutualFirst
      and its Subsidiaries are (i) in compliance with their respective governing
      documents, (ii) in compliance in with all applicable laws, ordinances,
      orders, rules and regulations of Governmental Authorities (including any
      regulatory capital requirements, truth-in-lending, fair lending, bank secrecy,
      usury, fair credit reporting, consumer protection, securities, municipal
      securities, safety, health, environmental, zoning, anti-discrimination,
      antitrust, and wage and hour laws, ordinances, orders, rules and regulations),
      (iii) in compliance with all orders, writs, injunctions and decrees of any
      court, and (iv) in compliance with all orders, licenses and demands of
      Governmental Authorities.  Neither MutualFirst nor any of its
      Subsidiaries has received any notice or communication from any Governmental
      Authority asserting that MutualFirst or any of its Subsidiaries is not in
      compliance with any of the foregoing.  No financial institution
      Subsidiary of MutualFirst is subject to any regulatory or supervisory cease
      and
      desist order, assistance agreement, other agreement, written directive,
      memorandum of understanding or written commitment (other than those of general
      applicability to commercial banks issued by applicable Regulatory Authorities)
      and has not received any written communication requesting that it enter into
      any
      of the foregoing.  Neither MutualFirst nor any financial institution
      Subsidiary of MutualFirst has been advised by any Regulatory Authority that
      such
      Regulatory Authority is contemplating issuing or requesting (or is considering
      the appropriateness of issuing or requesting) any such order, decree, agreement,
      memorandum of understanding, commitment letter, supervisory letter or similar
      submission.

     

    (c)  To
      the
      Knowledge of MutualFirst, no investigation or review by any Governmental
      Authority which is material to the business or financial condition of
      MutualFirst or any MutualFirst Subsidiary is pending or threatened, nor has
      any
      Governmental Authority indicated to MutualFirst or any MutualFirst Subsidiary
      an
      intention to conduct the same, other than normal or routine regulatory
      examinations.

     

    (d)  MFSB
      has
      a CRA rating of “satisfactory” or better.

     

    6.12  Employee
      Benefit
      Plans.  Each employee benefit plan, program, policy or
      arrangement (including each employee benefit plan (as defined in
      Section 3(3) of ERISA) which MutualFirst or any of its Subsidiaries
      maintains or contributes to for the benefit of its current or former employees
      complies, and has been administered in form and in operation, with all
      applicable requirements of law and no notice has been issued by any Governmental
      Authority questioning or challenging such compliance.

     

    6.13  Brokers
      and
      Finders.  Neither MutualFirst nor any of its Subsidiaries or
      any of their respective directors, officers or employees, has employed any
      broker or finder or incurred any liability for any broker or finder fees or
      commissions in connection with this Agreement or the Transactions, except for
      the MutualFirst Advisor.

     

    
      
        
        

      

      
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    6.14  Insurance.  MutualFirst
      and its Subsidiaries maintain the insurance required by contract and applicable
      laws and regulations.

     

    6.15  Properties.  All
      real and personal property owned by MutualFirst or any of its Subsidiaries
      or
      presently used in its business is sufficient to carry on the businesses of
      MutualFirst and its Subsidiaries in the ordinary course of business consistent
      with past practice.  MutualFirst and its Subsidiaries have good and
      marketable title free and clear of all Liens to all of their properties and
      assets, real and personal, except (i) Liens for current taxes not yet due
      or payable, (ii) pledges to secure deposits, (iii) non-monetary Liens
      affecting real property, if any, which do not adversely affect the value or
      use
      of such real property, and (iv) monetary Liens, if any, reflected in the
      MutualFirst consolidated financial statements as of September 30, 2007 which
      are
      included in  MutualFirst’s Securities Documents.  All real
      and personal property the loss of which would be material to the business of
      MutualFirst or any of its Subsidiaries that is leased or licensed by it is
      held
      pursuant to leases or licenses which are valid and enforceable in all material
      respects in accordance with their respective terms and such leases and licenses
      will not terminate or lapse prior to the Effective Time or thereafter by reason
      of completion of the Transactions.  All improved real property owned
      or leased by MutualFirst or any of its Subsidiaries is in compliance with all
      applicable laws including zoning laws and the Americans With Disabilities
      Act.  No expressed or implied representation or warranty is made by
      MutualFirst with respect to the physical condition of the fixed assets of
      MutualFirst or any of its Subsidiaries.

     

    6.16  Labor.  No
      work stoppage involving MutualFirst or any of its Subsidiaries is pending
      or, to the Knowledge of MutualFirst, threatened.  Neither MutualFirst
      nor any of its Subsidiaries is involved in or, to the Knowledge of MutualFirst,
      threatened with or affected by, any material labor dispute, discrimination
      or
      sexual harassment claim, arbitration, lawsuit or administrative proceeding
      involving any of its employees which is material to the business or financial
      condition of MutualFirst or any of its Subsidiaries.  There are no
      groups of employees of MutualFirst or any of its Subsidiaries who are members
      of
      a union relating to their employment with MutualFirst or any of its
      Subsidiaries.

     

    6.17  Allowance
      for Loan
      Losses.  The allowance for loan losses reflected on
      MutualFirst’s consolidated balance sheet as of December 31, 2006 included
      in the MutualFirst Securities Documents is, and will be in the case of
      MutualFirst consolidated balance sheets included in the MutualFirst Securities
      Documents filed after the date hereof, adequate, in the reasonable judgment
      of
      the management of MutualFirst and the MutualFirst Board, as of their respective
      dates under GAAP and the requirements of all applicable Regulatory
      Authorities.

     

    6.18  Transactions
      with
      Insiders.  Since December 31, 2003, all transactions in
      which any of the senior executive officers or directors of MutualFirst or any
      of
      its Subsidiaries or member of the “immediate family” or “related interests” (as
      such terms are defined in Regulation O) of any such senior executive officers
      or
      directors (collectively, “MutualFirst
      Insiders”), directly or indirectly, either individually or through any
      corporation, limited liability company, partnership, association or other
      entity, has borrowed from, loaned to, supplied or provided goods to, purchased
      assets from, sold assets to, or done business in any manner with, MutualFirst
      or
      any of its Subsidiaries are in compliance with applicable laws, rules and
      regulations.  No MutualFirst Insider has any direct or indirect
      interest in any property, assets, business or right which is owned, leased,
      held
      or used by MutualFirst or any of its Subsidiaries or in any liability,
      obligation or indebtedness of MutualFirst or any of its Subsidiaries, except
      for
      deposits of MFSB.

     

    
      
        
        

      

      
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    6.19  Fairness
      Opinion.  The MutualFirst Board has received an opinion of
      MutualFirst Advisor dated the date hereof, to the effect that the Aggregate
      Merger Consideration to be paid pursuant to this Agreement is fair, from a
      financial point of view, to MutualFirst.

     

    6.20  No
      Undisclosed
      Liabilities.  Neither MutualFirst nor any of its Subsidiaries
      has any liability or obligation, whether known or unknown, whether asserted
      or
      unasserted, whether absolute or contingent, whether accrued or unaccrued,
      whether liquidated or unliquidated, and whether due or to become due, including
      any liability for Taxes (and there is no past or present fact, situation,
      circumstance, condition or other basis for any present or future action, suit
      or
      proceeding, hearing, charge, complaint, claim or demand against MutualFirst
      or
      any of its Subsidiaries giving rise to any such liability or obligation)
      required in accordance with GAAP to be reflected in an audited consolidated
      balance sheet of MutualFirst and its Subsidiaries or the notes thereto, except
      (i) for liabilities set forth or reserved against in the MutualFirst
      audited consolidated financial statements as of December 31, 2006 or the
      notes thereto which are included in MutualFirst’s Securities Documents and
      (ii) liabilities and obligations occurring since December 31,
      2006.

     

    6.21  Indemnification.  To
      the Knowledge of MutualFirst, no action or failure to take action by any present
      or former director, advisory director, officer, employee or agent of MutualFirst
      or any of its Subsidiaries has occurred which would give rise to a material
      claim by any such Person for indemnification from MutualFirst or any of its
      Subsidiaries.

     

    6.22  Loan
      Portfolio.  Each loan reflected as an asset on the MutualFirst
      consolidated financial statements as of September 30, 2007 which are included
      in
      MutualFirst’s Securities Documents, and each loan originated or acquired by
      MutualFirst or any of its Subsidiaries thereafter, is (or will be) evidenced
      by
      appropriate and sufficient documentation and constitutes (or will constitute)
      the legal, valid and binding obligation of the obligor named therein,
      enforceable in accordance with its terms, except to the extent that the
      enforceability thereof may be limited by bankruptcy, insolvency, reorganization,
      moratorium or similar laws or equitable principles or doctrines.  All
      such loans are, and the loans held at the Effective Date will be, free and
      clear
      of any Lien (other than the Lien of the FHLB to secure FHLB borrowings and
      loans
      pledged for customer repurchases).  All loan files are complete in all
      material respects and contain all notes, leases and other evidences of
      indebtedness, lease agreements, certificates, security agreements, mortgages,
      deeds of trust, guarantees, UCC financing statements, and similar documents
      evidencing collateral or other financial accommodations relating to the
      loans.  None of the obligations represented by the loan documents have
      been modified, altered, forgiven, discharged or otherwise disposed of, except
      as
      indicated in the loan file or as a result of bankruptcy or other debtor relief
      laws of general application.  The collateral securing each loan was in
      existence at the time funds were advanced or an interest was taken in such
      collateral as reflected in the loan file.  All security interests
      granted in favor of the lender of each loan as reflected in the loan documents
      have been property perfected.  None of the loans are, and none of the
      loans held at the Effective Date will be, subject to any offset, claims of
      offset or claims of other material liability on the part of MutualFirst or
      any
      of its Subsidiaries.  Neither MutualFirst nor any of its Subsidiaries
      has notice or Knowledge of, or has consented to, the sale, loss, destruction
      or
      other disposition of any collateral securing a loan, except where the proceeds
      thereof have been or are to be applied to the loan indebtedness.

     

    
      
        
        

      

      
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    6.23  Investment
      Portfolio. 
      Except for pledges to secure public and trust deposits or otherwise made in
      the
      ordinary course of business, and for FHLB stock, none of the investment
      securities reflected in the MutualFirst consolidated financial statements as
      of
      December 31, 2006 which are included in MutualFirst’s Securities Documents and
      none of the investment securities since acquired by MutualFirst or any of its
      Subsidiaries is subject to any restriction, whether contractual or statutory,
      which impairs the ability of MutualFirst or any of its Subsidiaries to freely
      dispose of such investment at any time, other than those restrictions imposed
      on
      securities held to maturity under GAAP and restrictions imposed after the date
      of this Agreement in connection with future borrowings permitted under this
      Agreement.

     

    6.24  Books
      and
      Records.  The corporate record books (other than stock ledgers
      and stock records) of MutualFirst and its Subsidiaries are complete and accurate
      and reflect all meetings, consents and other material actions of the boards
      of
      directors and shareholders of MutualFirst and its Subsidiaries.  The
      stock ledgers and stock records of MutualFirst and its Subsidiaries are complete
      and accurate and reflect all transactions in their capital stock.  The
      accounting books and records of MutualFirst and its Subsidiaries are being
      maintained in compliance with applicable legal and accounting requirements,
      and
      such books and records accurately reflect, in all material respects, all
      dealings and transactions in respect of the business, assets, liabilities and
      affairs of MutualFirst and its Subsidiaries.

     

    6.25  Defaults.  Neither
      MutualFirst nor any of its Subsidiaries is in default in any obligation to
      be
      performed by it under any agreement or commitment in effect as of the date
      hereof.  To the Knowledge of MutualFirst, no other party to any such
      agreement or commitment is in default in any obligation to be performed by
      such
      party.

     

    6.26  Intellectual
      Property.  MutualFirst and its Subsidiaries own, lease or
      license all Intellectual Property which are material to the conduct of the
      businesses of MutualFirst and its Subsidiaries free and clear of all
      Liens.  To the Knowledge of MutualFirst, none of the Intellectual
      Property of MutualFirst and its Subsidiaries infringes on the rights of any
      other Person, and no Person is infringing on the rights of MutualFirst or any
      of
      its Subsidiaries with respect to any Intellectual Property of MutualFirst or
      any
      of its Subsidiaries.  The Intellectual Property of MutualFirst and its
      Subsidiaries will not be limited or otherwise adversely affected by virtue
      of
      the consummation of the Transactions.

     

    6.27  Risk
      Management
      Instruments.  All interest rate swaps, caps, floors, option
      agreements, futures and forward contracts and other similar risk management
      arrangements, whether entered into for MutualFirst’s own account, or for the
      account of one or more of its Subsidiaries or their customers, were entered
      into
      (a) in accordance with prudent business practices and in compliance with
      all applicable laws, rules, regulations and regulatory policies and
      (b) with counter-parties believed to be financially responsible at the
      time; and each of them constitutes the valid and legally binding obligation
      of
      MutualFirst or one of its Subsidiaries, enforceable in accordance with its
      terms
      (except as enforceability may be limited by applicable bankruptcy, insolvency,
      reorganization, moratorium, fraudulent transfer and similar laws of general
      applicability relating to or affecting creditors’ rights or by general equity
      principles), and is in full force and effect.  Neither MutualFirst nor
      any of its Subsidiaries, nor to the Knowledge of MutualFirst, any other party
      thereto, is in breach of any of its obligations under any such agreement or
      arrangement in any material respect.

     

    
      
        
        

      

      
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    6.28  Trust
      Administration.  Each MutualFirst Subsidiary that acts in a
      fiduciary capacity has properly administered all accounts for which it acts
      as a
      fiduciary or agent, including but not limited to accounts for which it serves
      as
      a trustee, agent, custodian, personal representative, guardian, conservator
      or
      investment advisor, in accordance with the terms of the governing documents
      and
      applicable state and federal law and regulation and common
      law.  Neither MutualFirst, any MutualFirst Subsidiary, nor any
      director, officer, or employee of MutualFirst or any of its Subsidiaries acting
      on behalf of MutualFirst or any of its Subsidiaries, has committed any material
      breach of trust with respect to any such fiduciary or agency account, and the
      accountings for each such fiduciary or agency account are true and correct
      in
      all material respects and accurately reflect the assets of such fiduciary or
      agency account.  There is no investigation or inquiry by any
      Governmental Authority pending, or to the Knowledge of MutualFirst, threatened,
      against or affecting MutualFirst or any of its Subsidiaries relating to the
      compliance by MutualFirst or any such Subsidiary with sound fiduciary principles
      and applicable regulations.

     

    6.29  Internal
      Controls.  None of the MutualFirst or its Subsidiaries’
records, systems, controls, data or information are recorded, stored,
      maintained, operated or otherwise wholly or partly dependent on or held by
      any
      means (including any electronic, mechanical or photographic process, whether
      computerized or not) which (including all means of access thereto and therefrom)
      are not under the exclusive ownership and direct control of MutualFirst or
      its
      Subsidiaries or accountants except as would not reasonably be expected to have
      a
      materially adverse effect on the system of internal accounting controls
      described in the next sentence.  MutualFirst and its Subsidiaries have
      devised and maintain a system of internal accounting controls sufficient to
      provide reasonable assurances regarding the reliability of financial reporting
      and the preparation of financial statements for external purposes in accordance
      with GAAP.

     

    6.30  Takeover
      Laws.  This Agreement and the Transactions are not subject to
      the requirements of any Takeover Laws applicable to MutualFirst or any
      MutualFirst Subsidiary.

     

    6.31  Representations
      Not
      Misleading.  No representation or warranty by MutualFirst in
      this Agreement, or in any schedule furnished to MFB or its Subsidiaries
      under and pursuant to this Agreement, contains or will contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make
      the statements contained herein or therein, in light of the circumstances in
      which they were made, not misleading.

     

    ARTICLE VII

    COVENANTS

     

    7.1  Reasonable
      Best
      Efforts.  Subject to the terms and conditions of this
      Agreement, each Party agrees to use, and shall cause each of its applicable
      Subsidiaries to use, its reasonable best efforts in good faith to take, or
      cause
      to be taken, all actions, and to do, or cause to be done, all things necessary,
      proper or desirable, or advisable under applicable laws, so as to permit
      consummation of the Transactions (as well as the change in ownership of the
      MFB
      Subsidiaries) as promptly as practicable and otherwise to enable consummation
      of
      the Transactions (as well as the change in ownership of the MFB Subsidiaries)
      and shall cooperate fully with each other to that end.  Such
      reasonable best efforts shall include, using reasonable best efforts to obtain
      all necessary consents, approvals or waivers from Regulatory Authorities
      necessary for the consummation of the Transactions.

     

    
      
        
        

      

      
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    7.2  MFB
      Shareholder
      Approval.

     

    (a)  MFB
      agrees to take, in accordance with applicable law, the MFB Articles and the
      MFB
      By-Laws, all action necessary to convene an appropriate meeting of its
      shareholders (including any adjournment or postponement thereof, the “MFB Meeting”) to
      consider and vote upon the approval of this Agreement as promptly as practicable
      after the Registration Statement is declared effective.  The MFB Board
      (i) shall unanimously recommend approval of this Agreement by the MFB
      shareholders, (ii) shall take all reasonable lawful action to solicit
      approval of this Agreement by the MFB shareholders, and (iii) shall not
      withdraw, modify or qualify in any manner adverse to MutualFirst such
      recommendation (a “Change in
      Recommendation”), except as and to the extent expressly permitted by
      Section 7.2(b).

     

    (b)  Notwithstanding
      the foregoing, the MFB Board shall, prior to the MFB Meeting, be permitted
      to
      effect a Change in Recommendation solely in response to an Alternative Proposal,
      if and only to the extent that:

     

    (1)  The
      MFB
      Board, determines in good faith, after the receipt of advice from its outside
      counsel, that failure to take such action is inconsistent with its fiduciary
      duties under applicable Indiana law, and

     

    (2)  Prior
      to
      effecting a Change in Recommendation: (A) MFB, its Subsidiaries and their
      respective Representatives shall have complied in all material respects with
      Section 7.6, (B) the MFB Board shall have determined in good faith
      that such Alternative Proposal constitutes a Superior Proposal after giving
      effect to all of the adjustments which may be offered by MutualFirst pursuant
      to
      clause (D) below, (C) MFB shall notify MutualFirst, at least three (3)
      business days in advance, of its intention to effect a Change in Recommendation
      in response to such Superior Proposal, specifying the material terms and
      conditions of any such Superior Proposal and furnishing MutualFirst with a
      copy
      of the documents containing the economic terms of the Superior Proposal, and
      (D) MFB shall, and shall cause its financial and legal advisors to, during
      the period following MFB’s delivery of the notice referred to in clause
      (C) above, negotiate with MutualFirst in good faith (to the extent
      MutualFirst desires to negotiate) to make such adjustments in the terms and
      conditions of this Agreement so that such Alternative Proposal ceases to
      constitute a Superior Proposal.

     

    (c)  If
      MFB
      has made a Change in Recommendation in accordance with the provisions of
      Section 7.2(b), it may, prior to the MFB Meeting, subject to the provisions
      of Section 9.1(i), enter into an acquisition agreement or similar agreement
      (a “Competing
      Acquisition Agreement”) with respect to such Superior
      Proposal.

     

    
      
        
        

      

      
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    7.3  MutualFirst
      Shareholder
      Approval.  MutualFirst agrees to take, in accordance with
      applicable law, the MutualFirst Articles and the MutualFirst By-Laws, all action
      necessary to convene an appropriate meeting of its shareholders (including
      any
      adjournment or postponement thereof, the “MutualFirst Meeting”)
      to consider and vote upon the approval of the issuance of the MutualFirst Common
      Stock as contemplated by this Agreement as promptly as practicable after the
      Registration Statement is declared effective.  The MutualFirst Board
      (i) shall recommend approval of the issuance of MutualFirst Common Stock as
      contemplated by this Agreement by the MutualFirst shareholders, (ii) shall
      take all reasonable lawful action to solicit approval of the issuance of
      MutualFirst Common Stock as contemplated by this Agreement by the MutualFirst
      shareholders, and (iii) shall not withdraw, modify or qualify in any manner
      adverse to MFB such recommendation.

     

    7.4  Registration
      Statement and
      Joint Proxy Statement.

     

    (a)  MutualFirst
      agrees to promptly prepare a registration statement on Form S-4 (the “Registration
      Statement”) which, subject to compliance by MFB with Section 7.4(b),
      will comply in all material respects with applicable Securities
      Laws.  The Registration Statement is to be filed by MutualFirst with
      the SEC in connection with the issuance of MutualFirst Common Stock in the
      Merger (including a combined proxy statement and prospectus and other proxy
      solicitation materials of MutualFirst and MFB constituting a part thereof (the
      “Joint Proxy
      Statement-Prospectus”) and all related documents).  MFB agrees
      to cooperate, and to cause its Subsidiaries, its counsel and its accountants
      to
      cooperate, with MutualFirst, its counsel and its accountants, in the preparation
      of the Registration Statement and the Joint Proxy Statement-Prospectus; and
      provided that MFB and its Subsidiaries have cooperated as required above,
      MutualFirst agrees to file the Registration Statement (or the form of the Joint
      Proxy Statement-Prospectus) in preliminary form with the SEC as promptly as
      reasonably practicable and shall use reasonable best efforts to cause such
      filing to occur within forty-five (45) days after execution of this
      Agreement.  Each Party agrees to use reasonable best efforts to cause
      the Registration Statement to be declared effective under the Securities Act
      as
      promptly as reasonably practicable after filing thereof.  MutualFirst
      also agrees to use reasonable best efforts to obtain, prior to the effective
      date of the Registration Statement, all necessary state securities law or “Blue
      Sky” permits and approvals required for the issuance of MutualFirst Common Stock
      in the Merger.  MFB agrees to furnish to MutualFirst all information
      concerning MFB, its Subsidiaries, officers, directors and shareholders as may
      be
      reasonably requested in connection with the foregoing.

     

    (b)  Each
      Party agrees, as to itself and its Subsidiaries, that none of the information
      supplied or to be supplied by it for inclusion or incorporation by reference
      in
      (i) the Registration Statement will, at the time the Registration Statement
      and each amendment or supplement thereto, if any, becomes effective under the
      Securities Act, contain any untrue statement of a material fact or omit to
      state
      any material fact required to be stated therein or necessary to make the
      statements therein not misleading, and (ii) the Joint Proxy
      Statement-Prospectus and any amendment or supplement thereto will, at the date
      of mailing to the MFB and MutualFirst shareholders, respectively, and at the
      time of the MFB Meeting and the MutualFirst Meeting, respectively, contain
      any
      untrue statement of a material fact or omit to state any material fact required
      to be stated therein or necessary to make the statements therein not misleading
      or any statement which, in the light of the circumstances under which such
      statement is made, will be false or misleading with respect to any material
      fact, or which will omit to state any material fact necessary in order to make
      the statements therein not false or misleading or necessary to correct any
      statement in any earlier statement in the Joint Proxy Statement-Prospectus
      or
      any amendment or supplement thereto.  Each Party further agrees that
      if it shall become aware prior to the Effective Time of any information
      furnished by it that would cause any of the statements in the Joint Proxy
      Statement-Prospectus to be false or misleading with respect to any material
      fact, or to omit to state any material fact necessary to make the statements
      therein not false or misleading, to promptly inform the other Party thereof
      and
      to take the necessary steps to correct the Joint Proxy Statement -
      Prospectus.

     

    
      
        
        

      

      
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    (c)  MutualFirst
      agrees to advise MFB, promptly after MutualFirst receives notice thereof, of
      the
      time when the Registration Statement has become effective or any supplement
      or
      amendment has been filed, of the issuance of any stop order or the suspension
      of
      the qualification of MutualFirst Common Stock for offering or sale in any
      jurisdiction, of the initiation or threat of any proceeding for any such
      purpose, or of any request by the SEC for the amendment or supplement of the
      Registration Statement or for additional information.

     

    7.5  Access;
      Information.

     

    (a)  Each
      Party agrees that upon reasonable notice and subject to applicable laws relating
      to the exchange of information, it shall afford the other Party and its
      Representatives, such access during normal business hours throughout the period
      prior to the Effective Time to its and its Subsidiaries’ books, records
      (including Tax Returns and work papers of independent auditors), properties,
      personnel and to such other information as may be reasonably requested and,
      during such period, it shall furnish as promptly as reasonable to the other
      Party or its Representatives (i) a copy of each material report, schedule
      and other document filed by it or any of its Subsidiaries pursuant to the
      requirements of federal or state securities or banking laws, and (ii) all
      other information concerning the business, properties and personnel of it and
      its Subsidiaries as the other Party or its Representatives may reasonably
      request.  MFB shall also permit an independent expert environmental
      consulting firm, mutually selected by the Parties within twenty (20) days from
      the date hereof (the “Independent Expert”),
      at the sole expense of MutualFirst, to conduct such phase I and/or phase II
      environmental audits, studies and tests (the “Environmental
      Studies”) on the real properties owned by MFB or any of its Subsidiaries
      as necessary for such Independent Expert to provide its opinion as to the
      Required Environmental Expenditures, as defined below (the “Expert’s
      Opinion”).  The Independent Expert shall deliver to the Parties
      the Expert’s Opinion in writing no later than ninety (90) days from the date
      hereof.  MFB shall have fifteen (15) business days from the date of
      receipt of any Expert’s Opinion to review such opinion and deliver notice to the
      Independent Expert and MutualFirst of any dissatisfaction with the contents
      of
      the opinion (each such notice, an “MFB Objection
      Notice”).  Within fifteen (15) business days thereafter, MFB
      and MutualFirst shall use their reasonable best efforts to resolve all
      objections contained in an MFB Objection Notice (such fifteen-day period
      referred to herein as the “Resolution Period”).
      The term “Required Environmental Expenditures” means the Independent Expert’s
      good faith estimate, based upon the results of the Environmental Studies, of
      the
      dollar amount, if any, that MFB and its Subsidiaries would be required to expend
      for clean up, remediation and penalties relating to Materials of Environmental
      Concern with respect to their own real properties or any adjoining
      properties.  In the event any subsurface or phase II site
      assessments are conducted (which assessments shall be at MutualFirst’s sole
      expense), MutualFirst shall indemnify MFB and its Subsidiaries for all costs
      and
      expenses associated with returning the property to its previous
      condition.  Time is of the essence relating to the foregoing
      environmental matters.

     

    
      
        
        

      

      
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    (b)  Each
      Party agrees that it will not, and will cause its Representatives not to, use
      any information obtained pursuant to this Section 7.5 (as well as any other
      information obtained prior to the date hereof in connection with the entering
      into of this Agreement) for any purpose unrelated to the consummation of the
      Transactions or the change in ownership of the MFB
      Subsidiaries.  Subject to the requirements of law, each Party will
      keep confidential, and will cause its Representatives to keep confidential,
      all
      information and documents obtained pursuant to this Section 7.5 (as well as
      any other information obtained prior to the date hereof in connection with
      the
      entering into of this Agreement) unless such information (i) was already
      known to it, (ii) becomes available from other sources not known by it to
      be bound by a confidentiality obligation, (iii) is disclosed with the prior
      written approval of the Party providing the information or (iv) is or
      becomes readily ascertainable from published information or trade
      sources.  In the event that this Agreement is terminated, each Party
      shall promptly cause all copies of documents, extracts thereof or notes,
      analyses, compilations, studies or other documents containing information and
      data as to the other Party and its Subsidiaries to be returned to the other
      Party or certify as to their destruction.  No investigation by a Party
      or its Representatives of the business and affairs of the other Party or its
      Subsidiaries shall affect or be deemed to modify or waive any representation,
      warranty, covenant or agreement in this Agreement, or any of the conditions
      to a
      Party’s obligation to consummate any of the Transactions.

     

    (c)  Notwithstanding
      anything contained herein to the contrary, neither Party nor any of its
      Subsidiaries shall be required to provide access or disclose information where
      such access or disclosure would violate or prejudice the rights of its
      customers, jeopardize the attorney-client privilege of the Person in possession
      or control of such information or contravene any law, rule, regulation, order,
      judgment, decree, fiduciary duty or binding agreement entered into prior to
      the
      date of this Agreement or in the ordinary course of business.

     

    7.6  Alternative
      Proposal.  MFB agrees that it shall not, and shall cause its
      Subsidiaries and its and its Representatives and affiliates not to,
      (a) initiate, solicit, encourage or knowingly facilitate any inquiries or
      proposals with respect to, any Alternative Proposal or (b) engage in any
      negotiations concerning, or provide any nonpublic information to, or have any
      discussions with, any Person relating to, any Alternative Proposal; provided
      that, in the event MFB receives an unsolicited written bona fide Alternative
      Proposal and the MFB Board concludes in good faith that such Alternative
      Proposal constitutes or may result in a Superior Proposal, MFB may, and may
      permit its Subsidiaries and its and their Representatives to, take any action
      described in clause (b) above to the extent that the MFB Board determines in
      good faith (after the receipt of advice from its outside counsel) that failure
      to take such actions would likely result in a violation of its fiduciary duties
      under applicable Indiana law.  Prior to providing any nonpublic
      information permitted to be provided pursuant to this Section, MFB shall have
      entered into a confidentiality agreement with such third party on terms
      substantially identical in all material respects to the confidentiality
      agreement previously entered into by the Parties. MFB will immediately cease
      and
      cause to be terminated any activities, discussions or negotiations conducted
      before the date of this Agreement with any Persons other than MutualFirst with
      respect to any Alternative Proposal and will use its reasonable best efforts
      to
      enforce any confidentiality or similar agreement relating to an Alternative
      Proposal. MFB will promptly (within one business day) advise MutualFirst
      following receipt of any Alternative Proposal of all of the material terms
      thereof (including the identity of the Person making such Alternative Proposal),
      and will keep MutualFirst apprised of any related developments, discussions
      and
      negotiations (including the terms and conditions of the Alternative Proposal)
      on
      a current basis.

     

    
      
        
        

      

      
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    7.7  Press
      Releases.  The initial press release announcing the
      Transactions will be a joint press release.  Each Party agrees that
      thereafter it will not, without the prior approval of the other Party, issue
      any
      press release or written statement for general circulation relating to the
      Transactions, except as otherwise required by applicable law or regulation,
      FINRA rules, or Nasdaq rules, whichever is applicable, and then only after
      making reasonable efforts to first consult with the other Party.

     

    7.8  Takeover
      Laws.  No Party shall take any action that would cause any of
      the Transactions to be subject to requirements imposed by any Takeover Law
      and
      each of them shall take all necessary steps within its control to exempt (or
      ensure the continued exemption of) the Transactions from, or if necessary
      challenge the validity or applicability of, any applicable Takeover Law, as
      now
      or hereafter in effect.

     

    7.9  Conforming
      Entries.

     

    (a)  MFB
      recognizes that MutualFirst and its Subsidiaries may have adopted different
      loan
      and accounting policies and practices (including loan classifications and levels
      of loan loss allowances).  Subject to applicable law, from and after
      the date hereof MFB shall consult and reasonably cooperate with MutualFirst
      with
      respect to conforming the loan and accounting policies and practices of MFB
      and
      its Subsidiaries to those policies and practices of MutualFirst and its
      Subsidiaries for financial accounting and/or income Tax reporting purposes,
      as
      reasonably specified in each case in writing from MutualFirst to MFB, based
      upon
      such consultation and subject to the conditions in Section 7.9(c); provided
      that MFB and its Subsidiaries shall not be required to take any such action
      that
      is not permitted under GAAP or the Code or regulatory guidance, whichever is
      applicable.

     

    (b)  Subject
      to applicable law, MFB shall consult and reasonably cooperate with MutualFirst
      with respect to determining, as reasonably specified in a written notice from
      MutualFirst to MFB, based upon such consultation and subject to the conditions
      in Section 7.9(c), the amount and the timing for recognizing for financial
      accounting and/or income Tax reporting purposes of MFB’s and MFB Financial’s
      expenses of the Transactions; provided that MFB and its Subsidiaries shall
      not
      be required to take any such action that is not permitted under GAAP or the
      Code
      or regulatory guidance, whichever is applicable.

     

    (c)  Subject
      to applicable law, MFB and its Subsidiaries shall (i) make such conforming
      entries to conform the loan and accounting policies and practices of MFB and
      its
      Subsidiaries to the policies and practices of MutualFirst and its Subsidiaries
      and (ii) recognize MFB’s and MFB Financial’s expenses of the Transactions
      for financial accounting and/or income Tax reporting purposes at such times
      as
      are reasonably requested in writing by MutualFirst, but in no event prior to
      the
      5th
day
      next
      preceding the Effective Date; provided, however, that on the date such entries
      are made and such charges and expenses are recognized, MutualFirst shall certify
      in writing to MFB that (i) all conditions to MutualFirst’s obligations to
      consummate the Transactions as set forth in Sections 8.1 and 8.3 hereof
      (subject to the receipt of MFB’s officer certificate pursuant to
      Section 8.3(d)) have been satisfied or waived, (ii) it is not aware of
      any fact or circumstance that would delay or prevent the completion of the
      Transactions, and (iii) it proposes the Effective Date to be within five
      (5) business days; and provided, further, that, notwithstanding any other
      provision of this Section 7.9, MFB and its Subsidiaries shall not be
      required to take any action pursuant to this Section 7.9 that is not
      permitted under applicable law (including the Code), regulations, GAAP or
      regulatory guidance, whichever is applicable.  In no event shall MFB
      be required to take any actions pursuant to this Section 7.9(c) until all
      of the conditions to its obligations in Sections 8.1 and 8.2 shall have
      been satisfied.

     

    
      
        
        

      

      
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    (d)  No
      conforming entries or accruals or charges or expenses recognized at the written
      request of MutualFirst in accordance with this Section 7.9 may be a basis
      to assert a violation or a breach of a representation, warranty or covenant
      of
      MFB herein.

     

    7.10  Systems
      Integration.  Subject to Section 7.5(b) hereof, from and
      after the date hereof, MFB and MutualFirst shall cause MFB Financial and MFSB
      and their respective directors, officers and employees to, and shall make all
      reasonable efforts (without undue disruption to either business) to cause MFB
      Financial’s data processing consultants and software providers and MFSB’s data
      processing service providers to, reasonably cooperate and assist MFB Financial
      or MFSB in connection with an electronic and systematic conversion of all
      applicable data of MFB Financial or MFSB, as applicable, to the system selected
      by MutualFirst, including the training of MFB Financial employees or MFSB
      employees, as applicable, without undue disruption to either business, during
      normal business hours and at the expense of MutualFirst (not to include MFB
      Financial’s standard employee payroll).

     

    7.11  Listing.  MutualFirst
      agrees to use its best efforts to list, prior to the Effective Date, on the
      Nasdaq, subject to official notice of issuance, the shares of MutualFirst Common
      Stock to be issued in the Merger.

     

    7.12  Regulatory
      Applications.

     

    (a)  Each
      Party shall, and shall cause its Subsidiaries to, cooperate and use reasonable
      best efforts to promptly prepare all documentation, to effect all filings and
      to
      obtain all permits, consents, approvals and authorizations of all third parties
      and Governmental Authorities necessary to consummate the Transactions and the
      change in ownership of the MFB Subsidiaries, and shall use reasonable best
      efforts to file within thirty (30) days of the date hereof, the applications
      necessary to obtain the permits, consents, approvals and authorizations of
      all
      Regulatory Authorities necessary to consummate the Transactions.  Each
      Party shall have the right to review in advance, and to the extent practicable
      each will consult with the other Party, in each case subject to applicable
      laws
      relating to the exchange of information, with respect to, all material written
      information submitted to any third party or any Governmental Authority in
      connection with the Transactions and the change in ownership of the MFB
      Subsidiaries.  In exercising the foregoing right, each Party agrees to
      act reasonably and as promptly as practicable.  Each Party agrees that
      it will consult with the other Party with respect to the obtaining of all
      material permits, consents, approvals and authorizations of all third parties
      and Governmental Authorities necessary or advisable to consummate the
      Transactions and the change in ownership of the MFB Subsidiaries, and each
      Party
      will keep the other Party apprised of the status of material matters relating
      to
      completion of the Transactions and the change in ownership of the MFB
      Subsidiaries.

     

    
      
        
        

      

      
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    (b)  Each
      Party agrees, upon request, to furnish the other Party with all information
      concerning itself, its Subsidiaries, directors, officers and shareholders and
      such other matters as may be reasonably necessary or advisable in connection
      with any filing, notice or application made by or on behalf of such other Party
      or any of its Subsidiaries to any third party or Governmental
      Authority.

     

    7.13  Current
      Information and
      Attendance at Board Meetings.

     

    (a)  During
      the period from the date hereof to the Effective Date, each Party shall, upon
      the request of the other Party, cause one or more of its designated officers
      to
      confer on a monthly or more frequent basis with officers of the other Party
      regarding the financial condition, operations and business of MFB, MutualFirst,
      and its Subsidiaries, as the case may be, and matters relating to the completion
      of the Transactions and the change in ownership of the MFB
      Subsidiaries.  As soon as reasonably available, but in no event more
      than five (5) business days after filing, each Party will deliver to the other
      Party all reports filed by it or any of its Subsidiaries with any Regulatory
      Authority subsequent to the date hereof.  Each Party will also deliver
      to the other Party as soon as practicable all quarterly and annual financial
      statements of such Party and its Subsidiaries prepared with respect to periods
      ending subsequent to September 30, 2007.  As soon as practicable
      after the end of each month, each Party will deliver to the other Party in
      electronic form (a) the monthly deposit and loan trial balances of such
      Party, (b) the monthly analysis of such Party’s investment portfolio, and
      (c) monthly balance sheet and income statement of such Party and its
      Subsidiaries.

     

    (b)  The
      Chief
      Executive Officer and/or Chief Financial Officer of each Party as well as the
      President of MFB Financial and MFSB, as applicable, shall be invited and
      entitled to attend all meetings of the board of directors of the other Party
      and
      the loan committee meetings of MFB Financial and MFSB, respectively; provided
      however, such individuals shall be excluded from any portions of board meetings
      of the other Party involving discussions relating to an Alternative Proposal
      or
      discussions relating to matters which are otherwise deemed by the Board of
      such
      Party to be confidential, including discussions relating to this Agreement
      and
      the performance thereof.  Board and loan committee packages and
      notices shall be submitted by each Party to the Chief Executive Officer and
      Chief Financial Officer of the other Party simultaneously with their submission
      to board members and loan committee members; provided confidential information
      may be excluded therefrom.

     

    7.14  Officers’
and
      Directors’
Insurance; Indemnification.

     

    (a)  For
      six
      years from and after the Effective Date, MutualFirst shall maintain officers’
and directors’ liability insurance covering the Persons who are presently
      covered by MFB’s current officers’ and directors’ liability insurance policy
      with respect to actions, omissions, events, matters or circumstances occurring
      prior to the Effective Time, on terms which are at least as favorable as the
      terms of said current policy, provided that it shall not be required to expend
      in the aggregate during the coverage period more than an amount equal to 150%
      of
      the annual premium most recently paid by MFB (the “Insurance Amount”) to
      maintain or procure insurance coverage pursuant hereto, and further provided
      that if MutualFirst is unable to maintain or obtain the insurance called for
      by
      this Section 7.14(a), MutualFirst shall use its reasonable best efforts to
      obtain as much comparable insurance as is available for the Insurance Amount
      which may be in the form of tail coverage, or may request MFB to obtain such
      tail coverage at MFB’s expense prior to the Effective Date; provided, further,
      that officers and directors of MFB or its Subsidiaries may be required to make
      application and provide customary representations and warranties to
      MutualFirst’s insurance carrier for the purpose of obtaining such
      insurance.

     

    
      
        
        

      

      
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    (b)  In
      addition to Section 7.14(a) above, from  and after the Effective
      Date,  MutualFirst shall, and shall cause its Subsidiaries to,
      maintain and preserve the rights to indemnification of MFB’s and its
      Subsidiaries’ officers, employees, directors and agents to the maximum extent
      permitted by any of the MFB Articles, MFB By-Laws and the charter and bylaws
      of
      MFB Financial and applicable law as in effect on the date hereof with respect
      to
      indemnification for liabilities and claims arising out of claims, actions,
      suits, proceedings or investigations (each, a “Claim”) made,
      asserted or arising prior to or within six (6) years after the Effective Time,
      if such Claim pertains to any acts, omissions, events, matters or circumstances
      occurring or existing at or prior to the Effective Time, including the
      Transactions, to the extent such rights to indemnification are not in excess
      of
      that permitted by applicable state or federal laws or Regulatory
      Authorities.

     

    (c)  In
      connection with the indemnification provided pursuant to Section 7.14(b),
      MutualFirst and/or an MutualFirst Subsidiary (i) will advance expenses,
      promptly after statements therefor are received, to each such indemnified Person
      to the fullest extent permitted by law and Regulatory Authorities, including
      the
      payment of the fees and expenses of one counsel with respect to a matter, and
      one local counsel in each applicable jurisdiction, if necessary or appropriate,
      selected by such indemnified Person or multiple indemnified Persons, it being
      understood that they collectively shall only be entitled to one counsel and
      one
      local counsel in each applicable jurisdiction where necessary or appropriate
      (unless a conflict shall exist between them in which case they may retain
      separate counsel), all such counsel shall be reasonably satisfactory to
      MutualFirst and (ii) will cooperate in the defense of any such
      matter.

     

    (d)  This
      Section 7.14 shall survive the Effective Time, is intended to benefit each
      indemnified Person (each of whom shall be entitled to enforce this
      Section against MutualFirst), and shall be binding on all successors and
      assigns of MutualFirst.

     

    (e)  In
      the
      event MutualFirst or any of its successors or assigns (i) consolidates with
      or merges into any other Person and shall not be the continuing or surviving
      corporation or entity of such consolidation or merger, or (ii) transfers
      all or substantially all of its properties and assets to one or more other
      Persons, then, and in each such case, proper provision shall be made so that
      the
      successors and assigns of MutualFirst assume the obligations set forth in this
      Section 7.14.

     

    
      
        
        

      

      
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    (f)  MutualFirst
      shall pay all expenses (including attorneys’ fees) that may be reasonably
      incurred by any indemnified Person in enforcing the indemnity and other
      obligations provided for in this Section 7.14 if the indemnified Person is
      successful in whole or any material part or if any dispute relating thereto
      is
      settled or compromised.

     

    7.15  Benefit
      Plans.

     

    (a)  Except
      as
      otherwise provided in this Agreement, at the Effective Time, MutualFirst or
      one
      of its Subsidiaries shall be substituted for MFB or a MFB Subsidiary under
      the
      MFB Employee Plans as Previously Disclosed and in effect immediately prior
      to
      the Effective Time and MutualFirst or one of its Subsidiaries shall assume
      and
      be vested with all of the powers, rights, duties, obligations and liabilities
      previously vested in MFB or the applicable MFB Subsidiary with respect to each
      such MFB Employee Plan.  Except as otherwise provided in this
      Agreement, each such MFB Employee Plan shall, to the extent permitted thereunder
      and by applicable law, be continued in effect by MutualFirst or an applicable
      MutualFirst Subsidiary after the Effective Time without a termination or
      discontinuance thereof as a result of the Transactions, subject to the power
      reserved to MutualFirst and each of its Subsidiaries to subsequently amend
      or
      terminate any such MFB Employee Plan, which amendment or termination shall
      comply with applicable law.

     

    (b)  MutualFirst
      shall provide, or cause a MutualFirst Subsidiary to provide, to each full time
      employee of MFB and its wholly-owned Subsidiaries who continues employment
      after
      the Effective Date (the “Continuing
      Employees”) the opportunity to participate without a waiting period
      (except in the case of a qualified plan, participation shall commence on the
      next entry date; provided that at no time shall a Continuing Employee not be
      eligible to participate in either the qualified plans of MFB or the qualified
      plans of MutualFirst) in each employee benefit and welfare plan maintained
      by
      MutualFirst or a MutualFirst Subsidiary, whichever is applicable, which is
      generally available to its similarly-situated employees on a uniform and
      non-discriminatory basis; provided that with respect to such plans maintained
      by
      MutualFirst or an MutualFirst Subsidiary, whichever is applicable, Continuing
      Employees shall be given credit for their past service with MFB or a MFB
      Subsidiary in determining eligibility for participation and vesting in benefits
      thereunder, but not accrual of benefits. Continuing Employees shall not be
      subject to any waiting periods under the group health plan of MutualFirst or
      any
      applicable MutualFirst Subsidiary to the extent that such periods are longer
      than the periods imposed under the applicable MFB group health plan and
      MutualFirst shall cause its health insurance carrier to cover pre-existing
      conditions that were previously covered for a Continuing Employee under the
      MFB
      health plan.  To the extent that the initial period of coverage for
      Continuing Employees under any plan of MutualFirst or a MutualFirst Subsidiary,
      whichever is applicable, that is an “employee welfare benefit plan” as defined
      in Section 3(1) of ERISA is not a full 12-month period of coverage,
      Continuing Employees shall be given credit under the applicable welfare plan
      for
      any deductibles and co-insurance payments made by such Continuing Employees
      under the corresponding MFB welfare plan during the balance of such 12-month
      period of coverage.  Nothing contained herein shall obligate
      MutualFirst or any MutualFirst Subsidiary to provide or cause to be provided
      any
      benefits duplicative to those provided under any benefit or welfare plan
      continued pursuant to Section 7.15(a), including extending participation in
      any plan which (i) is a qualified plan relative to any period of time with
      respect to which allocations are made to Continuing Employees under any
      qualified plan maintained or sponsored by MFB or a MFB Subsidiary that is
      continued by MutualFirst or an MutualFirst Subsidiary for the benefit of
      Continuing Employees or (ii) is an employee welfare benefit plan relative
      to any period of time that the MFB group health plan is continued by MutualFirst
      or an MutualFirst Subsidiary for the benefit of Continuing
      Employees.  Nothing herein shall alter the power of MutualFirst or any
      MutualFirst Subsidiary to amend or terminate any benefit or welfare plans of
      MutualFirst, MFB or their respective Subsidiaries.  Moreover, this
      Section 7.15(b) shall not confer upon any Continuing Employee any rights or
      remedies hereunder and shall not constitute a contract of employment or create
      any rights, to be retained or otherwise, in employment at MutualFirst or any
      MutualFirst Subsidiary.

     

    
      
        
        

      

      
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    (c)  Until
      the
      Effective Time, MFB or an MFB Subsidiary, whichever is applicable, shall be
      liable for all obligations for continued health coverage pursuant to
      Section 4980B of the Code and Section 601 through 609 of ERISA (“COBRA”) for eligible
      employees who incur a qualifying event before the Effective
      Time.  MutualFirst or an MutualFirst Subsidiary, whichever is
      applicable, shall after the Effective Time be liable for (i) all
      obligations for continued health coverage under COBRA with respect to each
      qualified beneficiary of MFB or a MFB Subsidiary who incurs a termination on
      and
      after the Effective Time, and (ii) for continued health coverage under
      COBRA from and after the Effective Time for each qualified beneficiary of MFB
      or
      a MFB Subsidiary who incurs a qualifying event before the Effective
      Time.

     

    (d)  At
      the
      Effective Time, MutualFirst shall cause MFSB to honor and assume the MFB
      Financial Change in Control Agreement and the MFB Financial Salary Continuation
      Agreement; provided, however, that prior to the Effective Time the MFB Financial
      Salary Continuation Agreement shall be amended to provide that the Merger does
      not constitute a change in control under that agreement.  At the
      Effective Time, MutualFirst shall, or it shall cause MFSB to, honor and assume
      the MFB Financial Director Fee Continuation Agreements.  The directors
      who do not remain as directors of MFSB following the Effective Date shall be
      paid the present value of the benefits to which they are entitled under those
      agreements as provided therein, provided that directors with under five years
      of
      service at the Effective Date shall receive no benefits, and directors with
      between 5 to 10 years of service at the Effective Date shall receive the present
      value of their benefits otherwise payable over a five-year
      period.  The affected directors agree to execute said documents as the
      parties shall deem necessary to such payments.

     

    (e)  At
      the
      Effective Time, MutualFirst shall, or it shall cause MFSB to, pay out the change
      in control benefits set forth in the MFB Financial Employment Agreements based
      upon a change in status of the executives who are parties thereto, subject
      to
      the limitations set forth therein, and further subject to such executives
      executing a release in form and substance reasonably satisfactory to
      MutualFirst, whereupon such employment agreements shall terminate and have
      no
      further effect.  Each of the executives who are parties to the MFB
      Financial Employment Agreements other than Charles J. Viater shall, to the
      extent he is a Continuing Employee, be an employee at will.

     

    (f)           At
      the request of MutualFirst MFSB and Charles J. Viater have entered into an
      employment agreement in the form of Exhibit C hereto that will become effective
      at the Effective Time.

     

    
      
        
        

      

      
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    (g)           With
      the exception of the employees who are parties to the MFB Financial Employment
      Agreements and the MFB Financial Change in Control Agreement, those employees
      of
      MFB or MFB Financial who (i) have been employed on a full time basis for at
      least one (1) year as of the Effective Time (ii) are terminated by MutualFirst
      or a MutualFirst Subsidiary without cause within six months after the Effective
      Date, and (iii) sign and deliver a customary termination and release agreement
      in the form acceptable to MutualFirst shall be entitled to severance pay equal
      to one week of pay, at their rate of pay in effect at the Effective Time, for
      each full year of continuous full time employment with MFB or MFB Financial
      or
      their successors not in excess of 26 years completed prior to the Effective
      Time
      or, in the case of employees who continue as employees of MutualFirst or its
      Subsidiaries after the Effective Time, prior to their termination as
      such.  Nothing in this Section 7.15(g) shall be deemed to limit or
      modify MutualFirst’s or MFB’s at will employment policy.

     

    7.16  MFB
      Stock
      Options.  Immediately prior to the Effective Time, each MFB
      Stock Option or portion thereof that is outstanding and unvested shall become
      fully vested and exercisable.  At the Effective Time, by virtue of the
      Merger and without any action on the part of any holder of a MFB Stock Option,
      each MFB Stock Option that is outstanding and unexercised immediately prior
      to
      the Effective Time will be converted into and become an option to purchase
      MutualFirst Common Stock (each an “Assumed Option”) on
      the same terms and conditions as are in effect with respect to the MFB Stock
      Option immediately prior to the Effective Time, except that (a) each such
      Assumed Option may be exercised solely for shares of MutualFirst Common Stock,
      (b) the number of shares of MutualFirst Common Stock subject to such
      Assumed Option will be equal to the number of shares of MFB Common Stock subject
      to such MFB Stock Option immediately prior to the Effective Time multiplied
      by
      the Exchange Ratio, the product being rounded, if necessary, up or down to
      the
      nearest whole share, and (c) the per share exercise price under each such
      Assumed Option will be adjusted by dividing the per share exercise price of
      the
      MFB Stock Option by the Exchange Ratio, and rounding up or down to the nearest
      cent.  It is intended that the foregoing assumption shall be
      undertaken consistent with and in a manner that will not constitute a
“modification” under Code Section 409A.  As soon as practicable
      after the Effective Time, MutualFirst shall file an appropriate registration
      statement with respect to the shares of MutualFirst Common Stock subject to
      Assumed Options and shall use its reasonable best efforts to maintain the
      effectiveness of such registration statement or registration statements (and
      maintain the current status of the prospectus or prospectuses contained therein)
      for so long as such options remain outstanding.

     

    7.17  Notification
      of Certain
      Matters.  Each of MFB and MutualFirst shall give prompt written
      notice to the other of any fact, event or circumstance known to it that
      (a) is reasonably likely, individually or taken together with all other
      facts, events and circumstances known to it, to result in any Material Adverse
      Effect with respect to it, or (b) has caused or constituted or is
      reasonably likely to cause or constitute, a breach of (i) any of its
      representations or warranties as of the date of this Agreement, or (ii) any
      of its covenants or agreements contained herein; provided, however, that no
      such
      notification shall affect the representations, warranties, covenants or
      agreements of the Parties (or remedies with respect thereto) or the conditions
      to the obligations of the Parties under this Agreement; and provided further
      that a failure to comply with this Section 7.17 shall not constitute a
      failure to satisfy any condition set forth in Article VIII unless the
      underlying untruth, inaccuracy, failure to comply or satisfy, or change or
      event
      would independently result in a failure to satisfy a condition set forth in
      Article VIII.

     

    
      
        
        

      

      
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    7.18  Litigation
      Matters.  MFB will consult with MutualFirst about any proposed
      settlement, or any disposition of, any material litigation affecting MFB or
      any
      of its Subsidiaries.

     

    7.19  Section 16(b)
      Exemption.  MutualFirst and MFB agree that, in order to most
      effectively compensate and retain Rule 16(b) Insiders (as defined below) in
      connection with the Merger, both prior to and after the Effective Time, it
      is
      desirable that Rule 16(b) Insiders not be subject to a risk of liability under
      Section 16(b) of the Exchange Act to the fullest extent permitted by
      applicable law in connection with the conversion of shares of MFB Common Stock
      and MFB Stock Options into shares of MutualFirst Common Stock and Assumed
      Options in the Merger, and for that compensatory and retentive purpose agree
      to
      the provisions of this Section 7.19.  Assuming that MFB delivers
      to MutualFirst the MFB Section 16 Information (as defined below) in a
      timely fashion prior to the Effective Time, the MutualFirst Board, or a
      committee of non-employee directors thereof (as such term is defined for
      purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly
      thereafter and in any event prior to the Effective Time adopt a resolution
      providing in substance that the receipt by the Rule 16(b) Insiders of
      MutualFirst Common Stock in exchange for shares of MFB Common Stock, and of
      Assumed Options upon conversion of MFB Stock Options, in each case pursuant
      to
      the transactions contemplated hereby and to the extent such securities are
      listed in the MFB Section 16 Information, are intended to be exempt from
      liability pursuant to Section 16(b) under the Exchange Act to the fullest
      extent permitted by applicable law.  “MFB Section 16
      Information” shall mean information accurate in all material respects
      regarding the Rule 16(b) Insiders, the number of shares of MFB Common Stock
      held
      by each such Rule 16(b) Insider and expected to be exchanged for MutualFirst
      Common Stock in the Merger, and the number and description of the options to
      purchase shares of MFB Common Stock held by each such MFB Insider and expected
      to be converted into options to purchase shares of MutualFirst Common Stock
      in
      connection with the Merger; provided that the requirement for a description
      of
      any MFB Stock Options shall be deemed to be satisfied if copies of all plans,
      and forms of agreements, under which such options have been granted have been
      made available to MutualFirst.  “Rule 16(b) Insiders”
shall mean
      those officers and directors of MFB who are subject to the reporting
      requirements of Section 16(a) of the Exchange Act and who are listed in the
      MFB Section 16 Information.

     

    7.20  Reservation
      of
      Shares.  MutualFirst shall reserve for issuance such number of
      shares of MutualFirst Common Stock as is necessary to satisfy its obligations
      under this Agreement.

     

    7.21  Expansion
      of MutualFirst
      Board and MFSB Board.  At the Effective Time, Charles J.
      Viater, Michael J. Marien, Jonathan E. Kinter, and Edward C. Levy shall be
      added
      as directors to the MutualFirst Board and to the board of directors of MFSB
      at
      the effective time of the Bank Merger.

     

    7.22  Supplemental
      Indenture.  Upon the Effective Time, MutualFirst shall assume
      the due and punctual performance and observance of the covenants and conditions
      to be performed by MFB under the Indenture (the “Indenture”) dated July 29,
      2005, between MFB and Wilmington Trust Company, as Trustee, relating to
      Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures due
      2035
      (the “Debentures”), and the due and punctual payments of the principal of and
      premium, if any, and interest on, the Debentures as required by Article XI
      of
      the Indenture.

     

    
      
        
        

      

      
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    ARTICLE VIII

    CONDITIONS
      PRECEDENT

     

    8.1  Conditions
      Precedent -
      Parties.  The obligations of the Parties to effect the
      Transactions shall be subject to satisfaction of the following conditions at
      or
      prior to the Effective Date.

     

    (a)  The
      approval of this Agreement by the shareholders of MFB and the approval of the
      stock issuance contemplated by this Agreement by the shareholders of
      MutualFirst.

     

    (b)  All
      approvals, authorizations and consents from any Regulatory Authority which
      are
      required for the completion of the Transactions and the change in ownership
      of
      the MFB Subsidiaries shall have been received and shall remain in full force
      and
      effect and all statutory waiting periods in respect thereof shall have expired;
      provided, however, no such approval, authorization or consent shall include
      any
      condition or requirement, excluding standard conditions that are normally
      imposed by Regulatory Authorities in thrift merger transactions, that would,
      in
      good faith reasonable judgment of MutualFirst Board, materially and adversely
      affect the business, operations, financial condition, property or assets of
      the
      combined enterprise of MutualFirst and MFB or materially impair the value of
      MFB
      to MutualFirst.

     

    (c)  None
      of
      the Parties or any of their Subsidiaries shall be subject to any statute, rule,
      regulation, injunction or other order or decree which shall have been enacted,
      entered, promulgated or enforced by any Governmental Authority which prohibits,
      prevents or makes illegal completion of any of the Transactions.

     

    (d)  No
      proceeding initiated by any Government Authority seeking an order, injunction
      or
      decree to be issued by any court or agency of competent jurisdiction or other
      legal restraint or prohibition preventing the completion of any of the
      Transactions shall be pending or threatened.

     

    (e)  The
      Registration Statement shall have become effective under the Securities Act
      and
      no stop order suspending the effectiveness of the Registration Statement shall
      have been issued and no proceedings for that purpose shall have been initiated
      or threatened by the SEC.

     

    (f)  All
      permits and other authorizations under state securities laws necessary to
      consummate the Merger and to issue the shares of MutualFirst Common Stock in
      the
      Merger shall have been received and shall be in full force and
      effect.

     

    (g)  The
      shares of MutualFirst Common Stock to be issued in the Merger shall have been
      approved for listing on the Nasdaq, subject to official notice of
      issuance.

     

    
      
        
        

      

      
        55

        
          

        

      

      
        
        

      

    

     

    (h)  Each
      Party shall have obtained all other permits, authorizations, waivers, approvals
      and consents required by Governmental Authorities for the lawful consummation
      of
      the Transaction.

     

    8.2  Conditions
      Precedent -
      MFB.  The obligations of MFB to effect the Transactions shall
      be subject to satisfaction of the following conditions at or prior to the
      Effective Date unless waived by MFB pursuant to Section 9.4
      hereof.

     

    (a)  The
      representations and warranties of MutualFirst set forth in Article VI
      hereof shall be true and correct on the date of this Agreement and as of the
      Effective Time, in each case subject to the standards and qualifications set
      forth in Section 6.1.

     

    (b)  MutualFirst
      shall have performed in all material respects all obligations and complied
      with
      all covenants required to be performed and complied with by it pursuant to
      this
      Agreement at or prior to the Effective Date.

     

    (c)  MFB
      shall
      have received an opinion from counsel to MutualFirst, dated the Effective Time,
      to the effect that, on the basis of the facts, representations and assumptions
      set forth in such opinion, (i) the Merger will be treated for federal
      income tax purposes as a reorganization within the meaning of
      Section 368(a) of the Code, and (ii) each of MFB, MutualFirst and
      Acquisition Corp. will be a party to that reorganization within the meaning
      of
      Section 368(b) of the Code.  In rendering its opinion, counsel
      may require and rely upon representations contained in letters from each of
      MFB
      and MutualFirst.

     

    (d)  MutualFirst
      shall have delivered to MFB a certificate, dated the Effective Date and signed
      by its Chief Executive Officer or Chief Financial Officer, to the effect that
      the conditions set forth in Sections 8.2(a) and (b) have been
      satisfied.

     

    8.3  Conditions
      Precedent -
      MutualFirst.  The obligations of MutualFirst to effect the
      Transactions shall be subject to satisfaction of the following conditions at
      or
      prior to the Effective Date unless waived by MutualFirst pursuant to
      Section 9.4 hereof.

     

    (a)  The
      representations and warranties of MFB set forth in Article V
      hereof  shall be true and correct on the date of this Agreement and as
      of the Effective Time, in each case subject to the standards and qualifications
      set forth in Section 5.1.

     

    (b)  MFB
      shall
      have performed in all material respects all obligations and complied with all
      covenants required to be performed and complied with by it pursuant to this
      Agreement at or prior to the Effective Date.

     

    (c)  MutualFirst
      shall have received an opinion from its counsel, dated the Effective Time,
      to
      the effect that, on the basis of the facts, representations and assumptions
      set
      forth in such opinion, (i) the Merger will be treated for federal income
      tax purposes as a reorganization within the meaning of Section 368(a) of
      the Code, and (ii) each of MFB, MutualFirst and Acquisition Corp. will be a
      party to that reorganization within the meaning of Section 368(b) of the
      Code.  In rendering its opinion, counsel may require and rely upon
      representations contained in letters from each of MFB and
      MutualFirst.

     

    
      
        
        

      

      
        56

        
          

        

      

      
        
        

      

    

     

    (d)  MFB
      shall
      have delivered to MutualFirst a certificate, dated the Effective Date and signed
      by its Chief Executive Officer or Chief Financial Officer, to the effect that
      the conditions set forth in Sections 8.3(a) and (b) have been
      satisfied.

     

    ARTICLE IX

    TERMINATION,
      WAIVER AND
      AMENDMENT

     

    9.1  Termination.  This
      Agreement may be terminated at any time prior to the Effective Time by a Party
      or the Parties (based upon action of its or their Board(s) of Directors) as
      follows:

     

    (a)  by
      the
      mutual consent in writing of the Parties;

     

    (b)  by
      MutualFirst in writing if MFB has, or by MFB in writing if MutualFirst has,
      breached in any material respect any covenant or undertaking contained herein
      or
      any representation or warranty contained herein such that the conditions set
      forth in Section 8.2(a) or (b), or Section 8.3(a) or (b), whichever is
      applicable, would not be satisfied, unless such breach has been cured within
      30
      days after written notice of such breach; provided that a Party which is then
      in
      material breach of any of its representations, warranties, covenants or
      undertakings under this Agreement shall not be entitled to be a terminating
      Party hereunder;

     

    (c)  by
      either
      MutualFirst or MFB in writing (i) if any application for prior approval of
      a Regulatory Authority which is necessary to consummate any of the Transactions
      is denied or withdrawn at the request or recommendation of the Regulatory
      Authority which must grant such approval, provided, however, that  a
      Party shall not have the right to terminate this Agreement pursuant to this
      Section 9.1(c)(i) if such denial or request or recommendation for
      withdrawal shall be due to the failure of such Party to perform or observe
      its
      covenants and agreements set forth herein, or (ii) if any Governmental
      Authority of competent jurisdiction shall have issued a final nonappealable
      order enjoining or otherwise prohibiting the completion of the any of the
      Transactions;

     

    (d)  by
      either
      MutualFirst or MFB in writing if the shareholders of MFB do not approve this
      Agreement at the MFB Meeting or the shareholders of MutualFirst do not approve
      the stock issuance at the MutualFirst Meeting, provided a termination pursuant
      to Section 9.1(g) shall supersede and take precedent over any termination
      pursuant to this subsection (i.e., the termination pursuant to this subsection
      shall not be effective);

     

    (e)  by
      MutualFirst writing within five (5) business days after the expiration of the
      Resolution Period if an MFB Objection Notice has been delivered by MFB in
      accordance with Section 7.5(a) herein, otherwise within twenty (20) business
      days after delivery of the Expert’s Opinion if the Independent Expert’s
      conclusion, as set forth in the Expert’s Opinion, is that the Required
      Environmental Expenditures are greater than $250,000;

     

    (f)  by
      either
      MutualFirst or MFB in writing if the Effective Time has not occurred by the
      close of business on September 30, 2008, provided that a Party which is
      then in material breach of any of its representations, warranties, covenants
      or
      obligations shall not be entitled to be a terminating Party
      hereunder;

     

    
      
        
        

      

      
        57

        
          

        

      

      
        
        

      

    

     

    (g)  by
      MutualFirst in writing if MFB has made a Change in Recommendation and the
      shareholders of MFB fail to approve this Agreement at the MFB Meeting (or such
      MFB Meeting is not held); provided this subsection shall not apply if prior
      to
      the MFB Meeting, the MutualFirst Meeting took place and its shareholders failed
      to approve the stock issuance;

     

    (h)  by
      MFB in
      writing prior to the MFB Meeting in order to concurrently enter into a Competing
      Acquisition Agreement; provided MFB shall, concurrently with the termination
      of
      this Agreement pursuant to this subsection, pay the Termination Fee to
      MutualFirst; or

     

    (i)  by
      MFB at
      any time during the ten (10) business day period commencing on the Determination
      Date, such termination to be effective immediately following the expiration
      of
      the five (5) business day period specified in Section 9.1(i)(2) below (“Effective Termination
      Date”), if both of the following conditions are satisfied:

     

    (1)  the
      MutualFirst Market Value on the Determination Date is less than $12.664;
      and

     

    (2)  the
      number obtained by dividing the MutualFirst Market Value on the Determination
      Date by the Initial MutualFirst Market Value (“MutualFirst Ratio”) shall be less
      than the quotient obtained by dividing the Final Index Price by the Initial
      Index Price minus 0.15; subject, however, to the following
      sentences.  If MFB elects to exercise its termination right pursuant
      to this Section 9.1(i), it shall give prompt written notice thereof to
      MutualFirst and MutualFirst shall, for a period of five (5) business days after
      its receipt of such notice, have the option of paying additional Aggregate
      Merger Consideration in the form of MutualFirst Common Stock, cash, or a
      combination of MutualFirst Common Stock and cash (the “Additional
      Consideration”) in compliance with the following
      sentence.  Specifically, MutualFirst shall pay such Additional
      Consideration so that the value of the aggregate Stock Consideration (prior
      to
      adjustment for the Additional Consideration) together with the Additional
      Consideration (whether in cash or stock) shall be valued at an amount which
      is
      no less than the lesser of (i) the product of 0.80 and the Initial MutualFirst
      Market Value multiplied by the product of the Stock Conversion Number and the
      Exchange Ratio or (ii) the product of the Index Ratio and the Initial
      MutualFirst Market Value multiplied by the product of the Stock Conversion
      Number and the Exchange Ratio.  If within such five (5) business day
      period, MutualFirst delivers written notice to MFB that it intends to proceed
      by
      paying the Additional Consideration, as contemplated by the preceding sentence,
      then no termination shall occur pursuant to this Section 9.1(i) and this
      Agreement shall remain in full force and effect in accordance with its terms
      (except that the Aggregate Merger Consideration shall have been so
      modified).

     

    For
      purposes of this Section 9.1(i), the following terms shall have the
      meanings indicated below:

     

    “Determination
      Date”
shall mean the date on which MFB receives written notice in accordance
      with the
      requirements of Section 10.4 regarding notices, that the last shareholder or
      regulatory approval (and waivers, if applicable) necessary for consummation
      of
      the Transactions has been received (disregarding any waiting
      period).

     

    
      
        
        

      

      
        58

        
          

        

      

      
        
        

      

    

     

    “Final
      Index Price”
means the average of the unweighted reported closing prices of the Index
      Group
      on the Determination Date.

     

    “Index
      Group” means
      the SNL Thrift Index as published by SNL Financial LLC.  In the
      event that the common stock of any company in the Index Group ceases to be
      publicly traded or a proposal to acquire any such company is announced at any
      time during the period beginning on the date of this Agreement and ending on
      the
      Determination Date, such company will be removed from the Index
      Group.

     

    “Index
      Ratio” shall be
      the Final Index Price divided by the Initial Index Price.

     

    “Initial
      Index Price”
means the average of the unweighted reported closing prices of the Index
      Group
      for the three trading days including and ending on December 12, 2007, which
      was
      $14.66.

     

    “Initial
      MutualFirst Market
      Value” means $15.83, adjusted as indicated in the last sentence of this
      Section 9.1(i).

     

    “MutualFirst
      Market
      Value” shall be the average of the daily closing sales prices of a share
      of MutualFirst Common Stock as reported on the Nasdaq for the ten consecutive
      trading days immediately preceding the Determination Date.

     

    If
      MutualFirst or any company belonging to the Index Group declares or effects
      a
      stock dividend, reclassification, recapitalization, split-up, combination,
      exchange of shares or similar transaction between the date of this Agreement
      and
      the Determination Date, the prices for MutualFirst Common Stock or the common
      stock of such company, as applicable, shall be appropriately adjusted for the
      purposes of applying this Section 9.1(i).

     

    9.2  Effect
      of
      Termination.  In the event that this Agreement is terminated
      pursuant to Section 9.1 hereof, this Agreement shall become void and have
      no effect, except that (i) the provisions relating to confidentiality set
      forth in Section 7.5(b), to expenses set forth in Section 10.1, to the
      Termination Fee set forth in Section 9.6, to relief under Section 9.7,
      and this Section 9.2, shall survive any such termination.

     

    9.3  Survival
      or Non-Survival of
      Representations, Warranties and Covenants.  All
      representations, warranties, covenants and agreements of the Parties set
      forth  herein shall expire at the Effective Time other than those
      covenants and agreements which by their expressed terms are to be performed
      after the Effective Time.

     

    9.4  Waiver.  Either
      MutualFirst or MFB by written instrument approved by its Board of Directors
      (or
      an executive officer pursuant to delegated authority) and signed by an executive
      officer of such Party, may at any time (whether before or after approval of
      this
      Agreement by the shareholders of MFB and the approval of the stock issuance
      by
      MutualFirst) extend the time for the performance of any of the obligations
      or
      other acts of the other Party and may waive (a) any inaccuracies of the
      other Party in the representations or warranties contained in this Agreement
      or
      any document delivered pursuant hereto, (b) compliance with any of the
      covenants, undertakings or agreements of the other Party, (c) to the extent
      permitted by law, satisfaction of any of the conditions precedent to its
      obligations contained herein or (d) the performance by the other Party of
      any of its obligations set forth herein; provided that any such waiver granted
      or any amendment or supplement pursuant to Section 9.5 hereof shall not
      modify either the amount or form of the consideration to be paid in the Merger
      without the approval of the shareholders of MFB and/or MutualFirst to the extent
      required by applicable law.

     

    
      
        
        

      

      
        59

        
          

        

      

      
        
        

      

    

     

    9.5  Amendment
      or
      Supplement.  This Agreement may be amended or supplemented at
      any time by mutual written agreement of the Parties, subject to the proviso
      to
      Section 9.4 hereof.  Any such amendment or supplement must be in
      writing and, if entered into by a Party, must be authorized by or under the
      direction of its Board of Directors.

     

    9.6  Termination
      Fee.  MFB shall pay MutualFirst the cash amount of $1.7
      million, as an agreed upon liquidated damages and not as a penalty and as the
      sole and exclusive remedy of MutualFirst and Acquisition Corp. against MFB
      (the
“Termination Fee”), payable within two (2) business days after written demand
      (or as otherwise provided below) in immediately available funds, upon the
      occurrence of any of the following:

     

    (a)  a
      termination of this Agreement by MutualFirst pursuant to
      Section 9.1(g);

     

    (b)  a
      termination of this Agreement by MFB pursuant to Section 9.1(h), in which
      case the Termination Fee shall be paid concurrently with the termination of
      this
      Agreement;

     

    (c)  the
      entering into a definitive agreement by MFB or MFB Financial relating to a
      change in control of MFB, MFB Financial or substantially all of the assets
      of
      either of them (by merger, consolidation, stock purchase, bulk sale of assets
      or
      otherwise) within one (1) year after the termination of this Agreement by
      MutualFirst pursuant to Section 9.1(b); provided, however, that if
      MutualFirst seeks relief against MFB under Section 9.7(a), then MFB shall
      have no obligation to MutualFirst under this Section 9.6(c) and the
      provisions of this Section 9.6(c) shall thereupon terminate;
      or

     

    (d)  the
      consummation of a transaction involving a change in control of MFB, MFB
      Financial or substantially all of the assets of either of them (by merger,
      consolidation, tender offer, stock purchase, bulk sale of assets or otherwise)
      within one year after the termination of this Agreement by MutualFirst pursuant
      to Section 9.1(b); provided, however, that if MutualFirst seeks relief
      against MFB under Section 9.7(a), then MFB shall have no obligation to
      MutualFirst under this Section 9.6(d) and the provisions of this
      Section 9.6(d) shall thereupon terminate.

     

    Upon
      payment of the Termination Fee to MutualFirst, MFB shall have no further
      liability to MutualFirst or Acquisition Corp. under this Agreement or otherwise
      related to the Transactions.

     

    
      
        
        

      

      
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    9.7  Relief
      for Willful Breach;
      Specific Performance.

     

    (a)  Notwithstanding
      anything to the contrary herein, in the event of a willful material breach
      hereof by a Party, then the non-breaching Party shall be entitled to such
      additional remedies and relief against the breaching Party as are available
      at
      law or in equity (with all remedies hereunder and thereunder being
      cumulative).

     

    (b)  The
      Parties agree that, in the event of any breach or threatened breach (whether
      or
      not willful or material) by a Party of any covenant, obligation or other term
      or
      provision set forth in this Agreement for the benefit of any other Party, such
      other Party shall be entitled to (i) a decree or order of specific
      performance or mandamus to enforce the observance and performance of such
      covenant, obligation or other term or provision and (ii) an injunction
      restraining such breach or threatened breach.

     

    ARTICLE X

    MISCELLANEOUS

     

    10.1  Expenses.  Each
      of the Parties shall bear and pay all costs and expenses incurred by it or
      on
      its behalf in connection with the transactions contemplated herein, including
      fees and expenses of its own financial or other consultants, investment bankers,
      accountants and counsel, except that (a) MutualFirst and MFB each shall
      bear and pay one-half of the costs (excluding the fees and disbursements of
      counsel and accountants) incurred in connection with the preparation (including
      copying and printing) of the Joint Proxy Statement-Prospectus and Registration
      Statement and (b) MutualFirst shall bear the cost of all listing, filing or
      registration fees, including fees paid for filing the Registration Statement
      and
      the Joint Proxy Statement-Prospectus with the SEC and fees paid for filings
      with
      Governmental Authorities.

     

    10.2  Entire
      Agreement.  This Agreement including the Exhibits and
      Schedules hereto contains the entire agreement among the Parties with respect
      to
      the transactions contemplated herein and supersedes all prior arrangements
      or
      understandings with respect thereto, written or oral, other than documents
      referred to herein.  The terms and conditions of this Agreement shall
      inure to the benefit of and be binding upon the Parties and their respective
      successors in interest.  Except for Section 7.14, nothing in this
      Agreement, expressed or implied, is intended to confer upon any Person, other
      than the Parties and their respective successors in interest, any rights,
      remedies, obligations or liabilities, except as expressly provided herein,
      other
      than the right of MFB, on behalf of its shareholders, to pursue damages in
      the
      event of a willful intentional breach by MutualFirst or Acquisition Corp. as
      provided in Section 9.7(a).

     

    10.3  No
      Assignment.  None of the Parties may assign any of its rights
      or obligations under this Agreement to any other Person, except by operation
      of
      law.

     

    10.4  Notices.  All
      notices or other communications which are required or permitted hereunder shall
      be in writing and sufficient if delivered personally, telecopied or e-mailed
      (with confirmation) or sent by overnight mail service or by registered or
      certified mail (return receipt requested), postage prepaid, addressed as
      follows:

     

    
      
        
        

      

      
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                If
                  to MFB:

              
	 	 	 
	 	 	
                MFB
                  Corp.

              
	 	 	
                4100
                  Edison Lakes Parkway

              
	 	 	
                Mishawaka,
                  IN  46545

              
	 	 	
                Attention:  Charles
                  J. Viater

              
	 	 	
                Fax:  (574)
                  273-7801

              
	 	 	
                Chuck.Viater@mfbbank.com

              
	 	 	 
	 	
                With
                  a copy to:

              
	 	 	 
	 	 	
                Barnes
                  & Thornburg LLP

              
	 	 	
                11
                  South Meridian Street

              
	 	 	
                Indianapolis,
                  IN  46204

              
	 	 	
                Attention:  Claudia
                  Swhier, Esq.

              
	 	 	
                Fax:  (317)
                  231-7231

              
	 	 	
                Claudia.swhier@BTLaw.com

              
	 	 	 
	 	
                If
                  to MutualFirst or Acquisition Corp:

              
	 	 	 
	 	 	
                MutualFirst
                  Financial, Inc.

              
	 	 	
                110
                  E. Charles Street

              
	 	 	
                Muncie,
                  IN  47305

              
	 	 	
                Attention:  David
                  W. Heeter

              
	 	 	
                Fax:  (765)
                  213-2981

              
	 	 	
                Dheeter@mfsbank.com

              
	 	 	 
	 	
                With
                  a copy to:

              
	 	 	 
	 	 	
                Silver,
                  Freedman & Taff LLP

              
	 	 	
                3299
                  K Street, N.W.

              
	 	 	
                Washington,
                  D.C.  20007

              
	 	 	
                Attention:
                  Marty Meyrowitz

              
	 	 	
                Fax:  (202)
                  337-5502

              
	 	 	
                E-mail:
                  mmeyrowitz@sftlaw.com

              


      

    

     

     

    10.5  Interpretation.  The
      captions contained in this Agreement are for reference purposes only and are
      not
      part of this Agreement.

     

    10.6  Counterparts.  This
      Agreement may be executed in any number of counterparts, and each such
      counterpart shall be deemed to be an original instrument, but all such
      counterparts together shall constitute but one agreement.

     

    10.7  Governing
      Law.  This Agreement shall be governed by and construed in
      accordance with the laws of the State of Indiana applicable to agreements made
      and entirely to be performed within such jurisdiction.

     

    
      
        
        

      

      
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    10.8  Severability.  Any
      term, provision, covenant or restriction contained in this Agreement held to
      be
      invalid, void or unenforceable, shall be ineffective to the extent of such
      invalidity, voidness or unenforceability, but neither the remaining terms,
      provisions, covenants or restrictions contained in this Agreement nor the
      validity or enforceability thereof in any other jurisdiction shall be affected
      or impaired thereby.  Any term, provision, covenant or restriction
      contained in this Agreement that is so found to be so broad as to be
      unenforceable shall be interpreted to be as broad as is
      enforceable.

     

    *  *  *  *  *

     

    The
      Parties have executed this Agreement in counterparts, all as of the day and
      year
      first above written.

     

    
      
        	 	
                MUTUALFIRST
                  FINANCIAL,
                  INC.

              
	 	 	 
	 	 	 
	 	 	 
	 	
                By:

              	/s/
                David W. Heeter
	 	 	
                Authorized
                  Officer

              
	 	 	 
	 	 	 
	 	
                MUTUALFIRST
                  ACQUISITION
                  CORP.

              
	 	 	 
	 	 	 
	 	 	 
	 	
                By:

              	/s/
                David W. Heeter
	 	 	
                Authorized
                  Officer

              
	 	 
	 	 
	 	
                MFB
                  CORP.

                 

              
	 	 	 
	 	 	 
	 	 	 
	 	
                By:

              	/s/
                Charles J. Viater
	 	 	
                Authorized
                  Officer

              


      

    

     

     

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