mfb_812ba0104ex41.htm


    Exhibit
      4.1

    

 

    Amendment
      No. 1 to Rights
      Agreement

     

    This
      Amendment No. 1 (the “Amendment”), dated as of
      January 4, 2008, to the Rights Agreement, dated as of October 2, 2006 (the
      “Rights Agreement”), is
      between MFB Corp., an Indiana corporation (the “Company”), and Registrar and
      Transfer Company, as rights agent (the “Rights
      Agent”).  Capitalized terms used but not defined herein have
      the meanings ascribed to such terms in the Rights Agreement.

     

    Recitals

     

    WHEREAS,
      the Company and the Rights Agent have heretofore executed and entered into
      the
      Rights Agreement.

     

    WHEREAS,
      MutualFirst Financial, Inc. (“MutualFirst”) and the Company
      contemplate entering into an Agreement and Plan of Merger (the “Plan”) pursuant to which
      the
      Company will merge with and into (the “Merger”) MutualFirst
      Acquisition Corp. (“Acquisition Corp.”).  The Board of Directors of
      the Company has approved the Plan.

     

    WHEREAS,
      pursuant to Section 27 of the Rights Agreement, prior to the time any person
      becomes an Acquiring Person (as defined in the Rights Agreement) the Company
      may, and the Rights Agent shall if the Company so directs, from time to time
      supplement and amend the Rights Agreement.

     

    WHEREAS,
      the Board of Directors of the Company has determined that an amendment to the
      Rights Agreement as set forth herein is necessary and desirable in connection
      with the foregoing and the Company and the Rights Agent desire to evidence
      such
      amendment in writing.

     

    WHEREAS,
      all acts and things necessary to make this Amendment a valid agreement,
      enforceable according to its terms have been done and performed, and the
      execution and delivery of this Amendment by the Company and the Rights Agent
      have been in all respects duly authorized by the Company and the Rights
      Agent.

     

    NOW,
      THEREFORE, in consideration of the premises and of the mutual covenants and
      agreements herein contained, the sufficiency of which is hereby acknowledged,
      the parties hereto agree as follows:

     

    1.  Amendment
      of Section
      1.  Section 1 of the Rights Agreement is hereby amended and
      supplemented to add the following definitions at the end of Section
      1:

     

    “(p)
      “MutualFirst” means MutualFirst Financial, Inc., a Maryland
      corporation.

     

    “(q)
      “Merger” shall mean the “Merger” as such term is defined in the Merger
      Agreement.

     

    “(r)
      “Merger Agreement” shall mean the Agreement and Plan of Merger, dated as of
      January 7, 2008, by and between the Company, MutualFirst and Acquisition
      Corp.”

     

    
      
        
        

      

      
        
          

        

      

      
        
        

      

    

     

    2.  Amendment
      of the Definition
      of “Acquiring Person”.  The definition of “Acquiring Person” in
      Section 1(a) of the Rights Agreement is hereby amended and supplemented by
      adding the following sentence at the end thereof:

     

    “Notwithstanding
      anything in this Agreement to the contrary, neither MutualFirst, nor any of
      its
      Affiliates or Associates (including, without limitation, Mutual Federal Savings
      Bank and Acquisition Corp.) shall be deemed to be an “Acquiring Person” solely
      by virtue of (i) the approval, execution, adoption, or consummation of the
      Merger Agreement, (ii) the approval, adoption, or consummation of the Merger
      or
      any other transaction contemplated by the Merger Agreement, or (iii) the public
      announcement of any of the foregoing.”

     

    3.  Amendment
      of the Definition
      of “Distribution Date”.  Section 1(h) of the Rights Agreement
      is hereby amended and supplemented by adding the following sentence at the
      end
      thereof:

     

    “Notwithstanding
      anything in this Agreement to the contrary, a “Distribution Date” shall not be
      deemed to have occurred solely as the result of (i) the approval, execution,
      delivery or adoption of the Merger Agreement, (ii) the approval, adoption,
      or
      consummation of the Merger or any other transaction contemplated by the Merger
      Agreement, or (iii) or the public announcement of any of the
      foregoing.”

     

    4.  Amendment
      of the Definition
      of “Share Acquisition Date”.  The definition of “Share
      Acquisition Date” in Section 1(n) of the Rights Agreement is hereby amended and
      supplemented by adding the following sentence at the end thereof:

     

    “Notwithstanding
      anything in this Agreement to the contrary, a “Share Acquisition Date” shall not
      be deemed to have occurred solely as the result of (i) the approval, execution,
      delivery or adoption of the Merger Agreement, (ii) the approval, adoption or
      consummation of the Merger or any other transaction contemplated in the by
      the
      Merger Agreement, or (iii) the public announcement of any of the
      foregoing.”

     

    5.  Amendment
      of Section
      3(a).  Section 3(a) of the Rights Agreement is hereby
      amended to add the following sentence at the end thereof:

     

    “Notwithstanding
      anything in this Agreement to the contrary, no Distribution Date shall be deemed
      to have occurred solely as a result of (i) the approval, execution, delivery
      or
      adoption of the Merger Agreement, (ii) the approval, adoption or consummation
      of
      the Merger or any other transaction contemplated by the Merger Agreement, or
      (iii) the public announcement of the foregoing.”

     

    6.  Amendment
      of Section
      3(d).  Section 3 of the Rights Agreement is hereby amended and
      supplemented to add the following sentence at the end thereof as Section
      3(d):

     

    “Nothing
      in this Agreement shall be construed to give any holder of Rights or any other
      Person any legal or equitable rights, remedies, or claims under this Agreement
      by virtue of the execution of the Merger Agreement or by virtue of any of the
      transactions contemplated by the Merger Agreement, including without limitation
      the consummation of the Merger.”

     

    
      
        
        

      

      
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    7.  Amendment
      of Section
      7(a).  Section 7(a) of the Rights Agreement is hereby amended
      and supplemented by deleting “(i) the close of business on October 1, 2016 (the
“Final Expiration
      Date”)” and replacing it with the following:

     

    “(i)
      the
      earlier of (x) the close of business on October 1, 2016, and (y) the
      consummation of the Merger (such earlier date, the “Final Expiration
      Date”).”

     

    8.  Amendment
      of Section
      11(a)(ii).  Section 11(a)(ii) of the Rights Agreement is
      hereby amended to add the following at the end thereof:

     

    “Notwithstanding
      anything in this Agreement to the contrary, an event under
      Section 11(a)(ii) shall not be deemed to have occurred solely as a result
      of the approval, execution, delivery or adoption of the Merger Agreement, the
      approval of the Merger or any other transaction contemplated by the Merger
      Agreement, or the public announcement of any of the foregoing.”

     

    9.  Amendment
      of Section
      13(a).  Section 13(a) of the Rights Agreement is hereby
      amended to add the following at the end thereof:

     

    “Notwithstanding
      anything in this Agreement to the contrary, no transaction of the kind referred
      to in this Section 13 shall be deemed to have occurred solely as a result
      of the approval, execution, delivery or adoption of the Merger Agreement, the
      approval, adoption or consummation of the Merger or any other transaction
      contemplated by the Merger Agreement, or the public announcement of any of
      the
      foregoing.”

     

    10.  Amendment
      of Section
      24.  Section 24 of the Rights Agreement is hereby amended
      to add the following subsection at the end thereof:

     

    “(f)
      Notwithstanding anything in this Agreement to the contrary, no exchange referred
      to in this Section 24 hereof shall be authorized solely as a result of the
      approval, execution, delivery or adoption of the Merger Agreement or the
      approval, adoption or consummation of the Merger or any other transaction
      contemplated by the Plan Agreement, or the public announcement of any of the
      foregoing.”

     

    11.  Amendment
      of Section
      25.  Section 25 of the Rights Agreement is hereby amended
      to add the following subsection at the end thereof:

     

    “(c)
      Notwithstanding anything in this Agreement to the contrary, the Company shall
      not be required to give notice under this Section 25 solely as a result of
      the approval, execution, delivery or adoption of the Merger Agreement or the
      approval, adoption or consummation of the Merger or any other transaction
      contemplated by the Merger Agreement, or the public announcement of any of
      the
      foregoing.”

     

    12.  Interpretation.
      The
      term “Agreement” as used in the Rights Agreement shall be deemed to refer to the
      Rights Agreement as previously amended and as amended hereby.

     

    13.  Effectiveness.  This
      Amendment shall be deemed effective as of the date first written above, as
      if
      executed on such date. Except as amended hereby, the Rights Agreement shall
      remain in full force and effect and shall be otherwise unaffected
      hereby.

     

    
      
        
        

      

      
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    14.  Termination
      of
      Plan.  If for any reason the Merger Agreement is terminated and
      the Merger is abandoned, then this Amendment shall be of no further force and
      effect and the Rights Agreement shall remain the same as it existed immediately
      prior to execution of this Amendment.

     

    15.  Miscellaneous.  This
      Amendment shall be deemed to be a contract made under the laws of the State
      of
      Indiana and for all purposes shall be governed by and construed in accordance
      with the laws of such state applicable to contracts to be made and performed
      entirely within such state. This Amendment may be executed in any number of
      counterparts, each of such counterparts shall for all purposes be deemed to be
      an original, and all such counterparts shall together constitute but one and
      the
      same instrument. If any provision, covenant, or restriction of this Amendment
      is
      held by a court of competent jurisdiction or other authority to be invalid,
      illegal, or unenforceable, the remainder of the terms, provisions, covenants
      and
      restrictions of this Amendment shall remain in full force and effect and shall
      in no way be effected, impaired or invalidated. Except as otherwise expressly
      provided herein, or unless the context otherwise requires, all terms used herein
      have the meanings assigned to them in the Rights Agreement. The Rights Agent
      and
      the Company hereby waive any notice requirement under the Rights Agreement
      pertaining to the matters covered by this Amendment.

     

    [signature
      page follows]

     


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
      executed as of the day and year first above written.

     

    

      
        	 	
                MFB
                  CORP.

                 

              
	 	 	 
	 	 	 
	 	
                By:

              	/s/
                Charles J. Viater
	 	 	 
	 	
                Name:
                  Charles J. Viater

                Title:   President
                  and CEO

              
	 	 	 
	 	 	 
	 	
                REGISTRAR
                  AND TRANSFER
                  COMPANY

                 

              
	 	 	 
	 	 	 
	 	 	 
	 	
                By:

              	/s/
                William P. Tatler
	 	 	 
	 	
                Name:

              	William
                P. Tatler
	 	 	 
	 	
                Title:

              	Vice
                President


      

    

     

     

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