Exhibit 10.3


 






 


RESTATED EXECUTIVE
SUPPLEMENTAL RETIREMENT


INCOME AGREEMENT
FOR


PATRICK C. BOTTS


 


This Restated Executive
Supplemental Retirement Income Agreement (the "Agreement"), effective as of the 19th day of December 2016, amends and
restates the Executive Supplemental Retirement Income Agreement (as originally entered into on November 15, 1996 and as most recently
amended and restated on April 1, 2015) and formalizes the understanding by and between MUTUALBANK (the "Bank"), an Indiana
commercial bank, and PATRICK C. BOTTS referred to as "Executive."


 


ARTICLE I.


 


DEFINITIONS


 


When used herein, the
following words and phrases shall have the meanings below unless the context clearly indicates otherwise:


 


Section 1.01     "Act"
means the Employee Retirement Income Security Act of 1974, as amended from time to time.


 


Section 1.02     "Bank"
means MutualBank and any successor thereto.


 


Section 1.03     "Beneficiary"
means the person or persons (and their heirs) designated as Beneficiary in Exhibit B of this Agreement to whom the deceased
Executive's benefits are payable. If no Beneficiary is so designated, then the Executive's Spouse, if living, will be deemed the
Beneficiary. If the Executive's Spouse is not living, then the Children of the Executive will be deemed the Beneficiaries and
will take on a per stirpes basis. If there are no Children, then the Estate of the Executive will be deemed the Beneficiary.


 


Section 1.04     "Board
of Directors" means the board of directors of the Bank.


 


Section 1.05     "Change
in Control" means any of the following events: (1) any person or persons acting as a group (within the meaning of Section
409A of the Code) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such
person or persons) ownership of stock of the Company or the Bank possessing 30% or more of the total voting power of the outstanding
stock of the Company or the Bank; (2) individuals who are members of the board of directors of the Company on the date hereof
(the "Incumbent Board") cease for any reason during any 12-month period to constitute at least a majority thereof, provided
that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least a majority
of the directors comprising the Incumbent Board, or whose nomination for election by the Company’s stockholders was approved
by the nominating committee serving under an Incumbent Board, shall be considered a member of the Incumbent Board; (3) any person
or persons acting as a group (within the meaning of Section 409A of the Code) acquires (or has acquired during the 12-month period
ending on the date of the most recent acquisition by such person or persons) assets of the Company or the Bank that have a gross
fair market value of 40% or more of the total gross fair market value of all of the assets of the Company or the Bank immediately
before such acquisition or acquisitions; or (4) any other event which is not covered by the foregoing subsections but which the
Board of Directors determines to affect control of the Company or the Bank and with respect to which the Board of Directors adopts
a resolution that the event constitutes a Change in Control for purposes of the Agreement; provided that with respect to each
of the events covered by clauses (1) through (4) above, the event must also be deemed to be either a change in the ownership of
the Company or the Bank, a change in the effective control of the Company or the Bank or a change in the ownership of a substantial
portion of the assets of the Company or the Bank within the meaning of Section 409A of the Code. The term "Change in Control"
shall not include an acquisition of securities by an employee benefit plan of the Bank or the Company.


 






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Section 1.06     "Children"
means all natural or adopted children of the Executive, and issue of any predeceased child or children.


 


Section 1.07     "Code"
means the Internal Revenue Code of 1986, as amended from time to time.


 


Section 1.08     “Company”
means MutualFirst Financial, Inc., a Maryland corporation and the sole stockholder of the Bank.


 


Section 1.09     "Contributions"
means those annual contributions which the Bank is required to make in the amounts set forth in Exhibit A. The Bank shall
pay Contributions to the Executive within the tax year that the Executive owes taxes for such Contributions under the Agreement.


 


Section 1.10     "Effective
Date" of this Agreement as amended and restated shall be the date first written above.


 


Section 1.11     "Estate"
means the estate of the Executive.


 


Section 1.12     "Interest
Factor" means monthly discounting at a rate set forth in Exhibit A.


 


Section 1.13      "Plan
Administrator" or "Administrator" shall mean the Bank.


 


Section 1.14      "Plan
Year" shall mean the 12-month period commencing on January 1st and each consecutive 12-month period thereafter.


 


Section 1.15     "Spouse"
means the individual to whom the Executive is legally married at the time of the Executive's death.


 


Section 1.16     "Termination
of Employment" means a cessation or reduction in the Executive’s services for the Bank and the Company (and any other
affiliated entities that are deemed to constitute a “service recipient” as defined in Treasury Regulation §1.409A-1(h)(3)
that constitutes a “Separation from Service” as determined under Section 409A of the Code, taking into account all
of the facts, circumstances, rules and presumptions set forth in Treasury Regulation §1.409A-1(h), for any reason other than
death. Whether a Termination of Employment has occurred is determined based on whether the facts and circumstances indicate that
the Bank and the Executive reasonably anticipated that no further services would be performed after a certain date or that the
level of bona fide services the Executive would perform after such date (whether as an employee or as an independent contractor)
would permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed (whether
as an employee or an independent contractor) over the immediately preceding 36-month period.


 


BENEFITS—GENERALLY


 


Section 2.01   Payment
Upon a Change in Control.   If a Change in Control occurs, followed within 36 months by either (i) the Executive's   involuntary
Termination of Employment, or (ii) a termination by the Executive as a result of any of the following: (a) a material diminution
of or interference with the Executive’s duties, titles, responsibilities and benefits as President and Chief Operating Officer
of the Bank and Executive Vice President of the Company, (b) a change in the principal workplace of the Executive to a location
outside of a 30 mile radius from the Bank’s headquarters office as of the date hereof, (c) a material reduction in the number
or seniority of other Bank personnel reporting to the Executive or a material reduction in the frequency with which, or in the
nature of the matters with respect to which, such personnel are to report to the Executive, other than as part of a Bank-or Company-wide
reduction in staff, (d) a material reduction in the Executive’s salary or a material adverse change in the Executive’s
perquisites, benefits, contingent benefits or vacation, other than as part of an overall program applied uniformly and with equitable
effect to all members of the senior management of the Bank or the Company, or (e) a material permanent increase in the required
hours of work or the workload of the Executive; provided, however, that before the Executive terminates his employment pursuant
to clause (ii) above, the Executive must first provide written notice to the Bank and the Company within ninety (90) days of the
initial existence of the condition, describing the existence of such condition, and the Bank and the Company shall thereafter
have the right to remedy the condition within thirty (30) days of the date they received the written notice from the Executive.
If the Bank and the Company remedy the condition within such thirty (30) day cure period, then the Executive shall not have the
right to terminate his employment as the result of such event. If the Bank and the Company do not remedy the condition within
such thirty (30) day cure period, then the Executive may terminate his employment as the result of such event at any time within
sixty (60) days following the expiration of such cure period. The Bank shall be required to make a final Contribution to the Executive
within ten days of the Termination of Employment, subject to Section 2.07 below.   The amount of such final Contribution
shall be equal to the present value (computed using a discount rate equal to the Interest Factor) of all remaining Contributions
which would have been required to be made on behalf of the Executive if the Executive had remained in the employ of the Bank.


 






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Section 2.02   Termination
for Cause.   If the Executive is terminated for Cause, no further Contributions shall be required of the Bank,
and if not yet made, no Contribution shall be required for the Plan Year in which such Termination of Employment for Cause occurs.


 


Section 2.03   Voluntary
Termination of Employment. If the Executive's employment with the Bank is voluntarily terminated for any reason other than
a termination for Cause or a termination following a Change in Control, the Executive shall not be entitled to any Contributions
attributable to any Plan Years which commence subsequent to the date of termination.


 


Section 2.04   Involuntary
Termination of Employment. If the Executive's employment with the Bank is involuntarily terminated for any reason, excluding
termination for Cause or termination following a Change in Control, the Bank shall be required to make a final Contribution to
the Executive within ten days of the Termination of Employment, subject to Section 2.07 below.   The amount of
such final Contribution shall be an amount equal to: (i) the full Contribution required for the Plan Year in which such voluntary
termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor)
of the lesser of (A) the next five years Contributions to the Executive or (B) all remaining Contributions to the Executive.


 


Section 2.05   Death
During Employment. If the Executive dies while employed by the Bank prior to payment of all remaining Contributions, the Bank
shall be required to make a Contribution to the Beneficiaries equal to the sum of the remaining Contributions set forth in Exhibit
A, reduced by any payment to the Beneficiaries under any life insurance policies that may have been obtained on the Executive's
life with premiums paid by the Bank. Such final Contributions shall be payable in a lump sum within ten days of the Executive's
death.


 


Section 2.06   Additional
Death Benefit - Burial Expense. In addition to the above-described death benefits, upon the Executive’s death, the Executive's
Beneficiary shall be entitled to receive a one-time lump sum death benefit in the amount of Thirty Thousand ($30,000.00) Dollars.
The Executive's Beneficiary shall not be entitled to such benefit if the Executive is terminated for Cause prior to death.


 


Section 2.07   Restriction
on Timing of Contributions. If (a) the Contributions payable under Section 2.01 or Section 2.04 above are deemed to be deferred
compensation and are not exempt from Section 409A of the Code pursuant to either the short-term deferral exemption in Treasury
Regulation §1.409A-1(b)(4) or the separation pay plan exemption in Treasury Regulation §1.409A-1(b)(9), and (b) the
Executive is a “Specified Employee” (as defined in Section 409A of the Code) at the time of his Termination of Employment,
then such Contributions shall not be paid until (y) the later of the 185th day following the Executive’s Termination of
Employment or the 18-month anniversary of the Effective Date, or (z) if the Executive dies prior to the time specified in clause
(y), the date of his earlier death (the “Delayed Distribution Date”). Any payments deferred on account of the preceding
sentence shall be accumulated without interest and paid on the Delayed Distribution Date in accordance with the preceding sentence
and Section 409A of the Code. To the extent permitted by Section 409A of the Code, amounts payable under Section 2.01 or Section
2.04 which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation.


 






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ARTICLE III.


 


NON-COMPETITION


 


Section 3.01   Non-Competition.
In consideration of the agreements of the Bank contained herein and of the payments to be made by the Bank pursuant hereto, the
Executive hereby agrees that, for as long as he remains employed by the Bank, he will devote substantially all of his time, skill,
diligence and attention to the business of the Bank, and will not actively engage, either directly or indirectly, in any business
or other activity which is, or may be deemed to be, in any way competitive with or adverse to the best interests of the business
of the Bank. The Executive further agrees that following his employment with the Bank and continuing until all Contributions payable
under this Agreement have been paid, he will not actively engage, either directly or indirectly, in any business or other activity
which is, or may be deemed to be, in any way competitive with or adverse to the best interests of the Bank, unless the Executive
has the prior express written consent of the Board of Directors of the Bank.


 


Section 3.02   Breach
of Non-Competition Clause.


 


a.          During
Employment.   In the event the Executive breaches Section 3.01 while employed at the Bank, all further Contributions
to the Executive shall immediately cease, and all benefits under this Agreement, other than those which can be paid from previous
Contributions to the Executive, shall be forfeited.


 


In the event (i) any
breach by the Executive of the agreements and covenants described in Section 3.01 occurs while the Executive is employed at the
Bank, and (ii) the Executive's employment with the Bank is terminated due to such breach, such Termination of Employment shall
be deemed to be for Cause and, as set forth in Section 2.02 of this Agreement, the Executive shall have no right to receive additional
compensation or other benefits pursuant to this Agreement.


 


b.          Breach
Following Termination of Employment. In the event the Executive breaches Section 3.01 following the Executive's Termination
of Employment with the Bank, all benefits under this Agreement which have not been paid to the Executive shall be forfeited.


 


In the event of a Termination
of Employment related to a Change in Control as described in Section 2.01, Section 3.01 shall cease to be a condition to the performance
by the Bank of its obligations under this Agreement.


 


ARTICLE IV.


 


BENEFICIARY
DESIGNATION


 


The Executive shall
make or re-confirm his designation of primary and secondary Beneficiaries upon execution of this Agreement and shall have the
right to change such designation, at any subsequent time, by submitting to the Administrator, in substantially the form attached
as Exhibit B, a written designation of primary and secondary Beneficiaries. Any Beneficiary designation made subsequent
to execution of this Agreement shall become effective only when receipt thereof is acknowledged in writing by the Administrator.


 


ARTICLE V.


 


ACT PROVISIONS


 


Section 5.01   Named
Fiduciary and Administrator. The Bank shall be the Named Fiduciary and the Administrator of this Agreement. The Administrator
shall be responsible for the interpretation and administration of the Agreement as established herein. The Bank may delegate to
others certain aspects of the management and operational responsibilities of the Agreement, including the employment of advisors
and the delegation of ministerial duties to qualified individuals.


 






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Section 5.02   Claims
Procedure and Arbitration. In the event that benefits under this Agreement are not paid to the Executive (or to his Beneficiary
in the case of the Executive's death) and such claimant feels he is entitled to receive such benefits, then a written claim must
be made to the Administrator within 60 days from the date payments are refused.   The Administrator shall review
the written claim and, if the claim is denied, in whole or in part, it shall provide in writing, within 90 days of receipt of
such claim, its specific reasons for such denial, reference to the provisions of this Agreement upon which the denial is based,
and any additional material or information necessary to perfect the claim.   Such writing by the Administrator
shall further indicate the additional steps which must be undertaken by claimant if an additional review of the claim denial is
desired.


 


If claimant desires
a second review, he shall notify the Administrator in writing within 60 days of the first claim denial.   Claimant
may review this Agreement or any documents relating thereto and submit any issues and comments, in writing, he may feel appropriate.
In its sole discretion, the Administrator shall then review the second claim and provide a written decision within 60 days of
receipt of such claim. This decision shall state the specific reasons for the decision and shall include reference to specific
provisions of this Agreement upon which the decision is based.


 


If claimant continues
to dispute the benefit denial based upon completed performance of this Agreement or the meaning and effect of the terms and conditions
thereof, then claimant may submit the dispute to an arbitration panel for settlement. The arbitration panel shall consist of three
members: one member selected by the claimant, one member selected by the Bank, and the third member selected by the first two
members. The arbitration panel shall conduct the arbitration in accordance with the applicable rules of the American Arbitration
Association. The arbitral award may grant any relief deemed by the arbitrators to be just and equitable and shall state the reasons
for the award and the relief granted. The patties hereto agree that they, their heirs, personal representatives, successors and
assigns shall be bound by the decision of the arbitration panel with respect to any controversy properly submitted to it for determination.
Any award rendered may be confirmed, judgment upon any award rendered may be entered, and such award of the judgment thereon may
be enforced in any court of any state or country having jurisdiction over the parties.


 


ARTICLE VI.


 


MISCELLANEOUS


 


Section 6.01 No
Effect on Employment Rights. Nothing contained herein will confer upon the Executive the right to be retained in the service
of the Bank nor limit the right of the Bank to discharge or otherwise deal with the Executive without regard to the existence
of the Agreement. The following conditions shall apply to this Agreement:


 


		(a)	The Bank's Board of Directors may
                                         terminate the Executive at any time, but any termination by the Bank's Board of Directors
                                         other than termination for Cause shall not prejudice the Executive's vested right to
                                         compensation or other benefits under the Agreement. As provided in Section 2.02, the
                                         Executive shall have no right to receive additional compensation or other benefits after
                                         termination for Cause.



 


		(b)	If the Executive is suspended and/or
                                         temporarily prohibited from participating in the conduct of the Bank's affairs by a notice
                                         served under Section 8(e)(3) or (g)(l) of the Federal Deposit Insurance Act (12 U.S.C.
                                         1818(e)(3) and (g)(l)), the Bank's obligations under the Agreement shall be suspended
                                         (except vested rights) as of the date of termination of service unless stayed by appropriate
                                         proceedings. If the charges in the notice are dismissed, the Bank may in its discretion
                                         (i) pay the Executive all or part of   the   compensation   withheld   while   its   contract   obligations   were
                                         suspended and (ii) reinstate (in whole or in part) any of its obligations which were
                                         suspended.



 






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		(c)	If   the Executive
                                         is terminated and/or permanently prohibited from participating in the conduct of the
                                         Bank's affairs by an order issued under Section 8(e)(4) or (g)(l) of the Federal Deposit
                                         Insurance Act (12 U.S.C. 1818(e)(4) or (g)(l)), all non-vested obligations of the Bank
                                         under the Agreement shall terminate as of the effective date of the order.



 


		(d)	If the Bank is in default (as defined
                                         in Section 3(x)(l) of the Federal Deposit Insurance Act), all non-vested obligations
                                         under the Agreement shall terminate as of the date of default.



 


		(e)	All non-vested obligations under
                                         the Agreement shall be terminated, except to the extent determined that continuation
                                         of the Agreement is necessary for the continued operation of the Bank:



 


		(i)	by the Director of the Federal Deposit
                                         Insurance Corporation or his designee at the time the Federal Deposit Insurance Corporation
                                         enters into an agreement to provide assistance to or on behalf of the Bank under the
                                         authority contained in §13(c) of the Federal Deposit Insurance Act; or



 


		(ii)	by the Director of the Federal Deposit
                                         Insurance Corporation or his designee, at the time the Director or his designee approves
                                         a supervisory merger to resolve problems related to operation of the Bank or when the
                                         Bank is determined by the Director to be in an unsafe or unsound condition.



 


Any rights of the parties
that have already vested shall not be affected by such action.


 


Section 6.02 State
Law. The Agreement is established under, and will be construed according to, the laws of the state of Indiana, to the extent
such laws are not preempted by the Act and valid regulations published thereunder.


 


Section 6.03 Severability.
In the event that any of the provisions of this Agreement or portion thereof are held to be inoperative or invalid by any court
of competent jurisdiction, then: (a) insofar as is reasonable, effect will be given to the intent manifested in the provisions
held invalid or inoperative, and (b) the validity and enforceability of the remaining provisions will not be affected thereby.


 


Section 6.04 Incapacity
of Recipient. In the event the Executive is declared incompetent and a conservator or other person legally charged with the
care of his person or Estate is appointed, any benefits under the Agreement to which such Executive is entitled shall be paid
to such conservator or other person legally charged with the care of his person or Estate.


 


Section 6.05Limitations
on Liability. Notwithstanding any of the preceding provisions of the Agreement, no individual acting as an employee or agent
of the Bank or as a member of the Board of Directors shall be personally liable to the Executive or any other person for any claim,
loss, liability or expense incurred in connection with the Agreement.


 


Section 6.06   Gender
and Number. Whenever in this Agreement words are used in the masculine or neuter gender, they shall be read and construed
as in the masculine, feminine or neuter gender, whenever they should so apply. Similarly, words in the plural shall be construed
in the singular and vice versa, whenever applicable.


 


Section 6.07   Effect
on Other Corporate Benefits. Nothing contained in this Agreement shall affect the right of the Executive to participate in
or be covered by any qualified or nonqualified pension, profit sharing, group, bonus or other supplemental compensation plan or
fringe benefit agreement constituting a part of the Bank's existing or future compensation structure.


 


Section 6.08   Inurement.
This Agreement shall be binding upon and shall inure to the benefit of the Bank, its successors and assigns, and the Executive,
his successors, heirs, executors, administrators and Beneficiaries.


 






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Section 6.09   Headings.
Headings and sub-headings in this Agreement are inserted for reference and convenience only and shall not be deemed a part of
this Agreement.


 


ARTICLE VII.


 


AMENDMENT AND
PLAN TERMINATION


 


Section 7.01   Amendments.   The
Bank may amend this Agreement unilaterally by written action. Any amendment of the Agreement shall be made pursuant to a resolution
of the Board of Directors of the Bank and shall be effective as of the date of such resolution.


 


Section 7.02   Plan
Termination Generally. The Bank may terminate this Agreement unilaterally by written action.   However, if
such termination is done in anticipation of or pursuant to a Change in Control, the Bank shall pay the final Contribution due
pursuant to Section 2.01.


 


ARTICLE VIII.


 


EXECUTION


 


Section 8.01   This
Agreement sets forth the entire understanding of the parties hereto with respect to the transactions contemplated hereby, and
any previous agreements or understandings between the parties hereto regarding the subject matter hereof are merged into and superseded
by this Agreement.


 


Section 8.02   This
Agreement shall be executed in triplicate, each copy of which, when so executed and delivered, shall be an original, but all three
copies shall together constitute one and the same instrument.


 


[Signature Page Follows]


 




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	 	MUTUALBANK:
	 	(Bank)
	 	 
	 	By:	                               
	 	 	 
	 	Title:	 


 


	ATTEST:	 	 
	 	 	 
	       	 	 
	 	 	 
	 	 	EXECUTIVE:
	 	 	 
	 	 	           
	 	 	Patrick C. Botts


 


	WITNESS:	 
	 	 
	           	 


 


[Signature Page for Restated Executive
Supplemental Retirement Income Agreement for Patrick C. Botts]


 




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EXHIBIT A


 


SCHEDULE
OF CONTRIBUTIONS and interest factor


 


Schedule of Annual Gross Contributions:


 


	Plan Year	 	Amount	 
	 	 	 	 
	2015	 	$	6,602	 
	2016	 	$	7,358	 
	2017	 	$	8,194	 
	2018	 	$	9,119	 
	2019	 	$	10,141	 
	2020	 	$	11,269	 
	2021	 	$	12,516	 
	2022	 	$	13,891	 
	2023	 	$	15,408	 
	2024	 	$	17,080	 



 


Interest Factor:Eight percent (8%) per annum compounded
monthly


 




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EXHIBIT B


 


RESTATED EXECUTIVE SUPPLEMENTAL RETIREMENT
INCOME AGREEMENT BENEFICIARY DESIGNATION


 


The Executive, under the terms of the Restated
Executive Supplemental Retirement Income Agreement executed by the Bank, effective as of the ___ day of ______ 2016, hereby designates
the following Beneficiary to receive any guaranteed payments or death benefits under such Agreement, following his death:


 


	PRIMARY BENEFICIARY:	 
	 	 
	SECONDARY BENEFICIARY:	 


 


This Beneficiary Designation
hereby revokes any prior Beneficiary Designation which may have been in effect.


 


This Beneficiary Designation
is revocable:


 


DATE: _______, 20____


 


	 	 	 
	WITNESS	 	EXECUTIVE


 


ACKNOWLEDGEMENT:


 


Received by MutualBank this __ day of __________, 20__.


 


	 	 
	 	 
	 	Name:	 
	 	 	 
	 	Title:	 


 




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RESTATED EXECUTIVE
SUPPLEMENTAL RETIREMENT


INCOME AGREEMENT
FOR


DAVID W. HEETER


 


This Restated Executive
Supplemental Retirement Income Agreement (the "Agreement"), effective as of the 19th day of December 2016, amends and
restates the Executive Supplemental Retirement Income Agreement (as originally entered into on November 15, 1996 and as most recently
amended and restated on April 1, 2015) and formalizes the understanding by and between MUTUALBANK (the "Bank"), an Indiana
commercial bank, and DAVID W. HEETER referred to as "Executive."


 


ARTICLE I.


 


DEFINITIONS


 


When used herein, the
following words and phrases shall have the meanings below unless the context clearly indicates otherwise:


 


Section 1.01   "Act"
means the Employee Retirement Income Security Act of 1974, as amended from time to time.


 


Section 1.02   "Bank"
means MutualBank and any successor thereto.


 


Section 1.03   "Beneficiary"
means the person or persons (and their heirs) designated as Beneficiary in Exhibit B of this Agreement to whom the deceased
Executive's benefits are payable. If no Beneficiary is so designated, then the Executive's Spouse, if living, will be deemed the
Beneficiary. If the Executive's Spouse is not living, then the Children of the Executive will be deemed the Beneficiaries and
will take on a per stirpes basis. If there are no Children, then the Estate of the Executive will be deemed the Beneficiary.


 


Section 1.04   "Board
of Directors" means the board of directors of the Bank.


 


Section 1.05   "Change
in Control" means any of the following events: (1) any person or persons acting as a group (within the meaning of Section
409A of the Code) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such
person or persons) ownership of stock of the Company or the Bank possessing 30% or more of the total voting power of the outstanding
stock of the Company or the Bank; (2) individuals who are members of the board of directors of the Company on the date hereof
(the "Incumbent Board") cease for any reason during any 12-month period to constitute at least a majority thereof, provided
that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least a majority
of the directors comprising the Incumbent Board, or whose nomination for election by the Company’s stockholders was approved
by the nominating committee serving under an Incumbent Board, shall be considered a member of the Incumbent Board; (3) any person
or persons acting as a group (within the meaning of Section 409A of the Code) acquires (or has acquired during the 12-month period
ending on the date of the most recent acquisition by such person or persons) assets of the Company or the Bank that have a gross
fair market value of 40% or more of the total gross fair market value of all of the assets of the Company or the Bank immediately
before such acquisition or acquisitions; or (4) any other event which is not covered by the foregoing subsections but which the
Board of Directors determines to affect control of the Company or the Bank and with respect to which the Board of Directors adopts
a resolution that the event constitutes a Change in Control for purposes of the Agreement; provided that with respect to each
of the events covered by clauses (1) through (4) above, the event must also be deemed to be either a change in the ownership of
the Company or the Bank, a change in the effective control of the Company or the Bank or a change in the ownership of a substantial
portion of the assets of the Company or the Bank within the meaning of Section 409A of the Code. The term "Change in Control"
shall not include an acquisition of securities by an employee benefit plan of the Bank or the Company.


 


Section 1.06   "Children"
means all natural or adopted children of the Executive, and issue of any predeceased child or children.


 






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Section 1.07   "Code"
means the Internal Revenue Code of 1986, as amended from time to time.


 


Section 1.08   “Company”
means MutualFirst Financial, Inc., a Maryland corporation and the sole stockholder of the Bank.


 


Section 1.09   "Contributions"
means those annual contributions which the Bank is required to make in the amounts set forth in Exhibit A. The Bank shall
pay Contributions to the Executive within the tax year that the Executive owes taxes for such Contributions under the Agreement.


 


Section 1.10   "Effective
Date" of this Agreement as amended and restated shall be the date first written above.


 


Section 1.11   "Estate"
means the estate of the Executive.


 


Section 1.12   "Interest
Factor" means monthly discounting at a rate set forth in Exhibit A.


 


Section 1.13    "Plan
Administrator" or "Administrator" shall mean the Bank.


 


Section 1.14    "Plan
Year" shall mean the 12-month period commencing on January 1st and each consecutive 12-month period thereafter.


 


Section 1.15   "Spouse"
means the individual to whom the Executive is legally married at the time of the Executive's death.


 


Section 1.16   "Termination
of Employment" means a cessation or reduction in the Executive’s services for the Bank and the Company (and any other
affiliated entities that are deemed to constitute a “service recipient” as defined in Treasury Regulation §1.409A-1(h)(3)
that constitutes a “Separation from Service” as determined under Section 409A of the Code, taking into account all
of the facts, circumstances, rules and presumptions set forth in Treasury Regulation §1.409A-1(h), for any reason other than
death. Whether a Termination of Employment has occurred is determined based on whether the facts and circumstances indicate that
the Bank and the Executive reasonably anticipated that no further services would be performed after a certain date or that the
level of bona fide services the Executive would perform after such date (whether as an employee or as an independent contractor)
would permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed (whether
as an employee or an independent contractor) over the immediately preceding 36-month period.


 


BENEFITS—GENERALLY


 


Section 2.01   Payment
Upon a Change in Control.   If a Change in Control occurs, followed within 36 months by either (i) the Executive's   involuntary
Termination of Employment, or (ii) a termination by the Executive as a result of any of the following: (a) a material diminution
of or interference with the Executive’s duties, titles, responsibilities and benefits as Chief Executive Officer of the
Bank and President and Chief Executive Officer of the Company, (b) a change in the principal workplace of the Executive to a location
outside of a 30 mile radius from the Bank’s headquarters office as of the date hereof, (c) a material reduction in the number
or seniority of other Bank personnel reporting to the Executive or a material reduction in the frequency with which, or in the
nature of the matters with respect to which, such personnel are to report to the Executive, other than as part of a Bank-or Company-wide
reduction in staff, (d) a material reduction in the Executive’s salary or a material adverse change in the Executive’s
perquisites, benefits, contingent benefits or vacation, other than as part of an overall program applied uniformly and with equitable
effect to all members of the senior management of the Bank or the Company, or (e) a material permanent increase in the required
hours of work or the workload of the Executive; provided, however, that before the Executive terminates his employment pursuant
to clause (ii) above, the Executive must first provide written notice to the Bank and the Company within ninety (90) days of the
initial existence of the condition, describing the existence of such condition, and the Bank and the Company shall thereafter
have the right to remedy the condition within thirty (30) days of the date they received the written notice from the Executive.
If the Bank and the Company remedy the condition within such thirty (30) day cure period, then the Executive shall not have the
right to terminate his employment as the result of such event. If the Bank and the Company do not remedy the condition within
such thirty (30) day cure period, then the Executive may terminate his employment as the result of such event at any time within
sixty (60) days following the expiration of such cure period. The Bank shall be required to make a final Contribution to the Executive
within ten days of the Termination of Employment, subject to Section 2.07 below.   The amount of such final Contribution
shall be equal to the present value (computed using a discount rate equal to the Interest Factor) of all remaining Contributions
which would have been required to be made on behalf of the Executive if the Executive had remained in the employ of the Bank.


 






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Section 2.02   Termination
for Cause.   If the Executive is terminated for Cause, no further Contributions shall be required of the Bank,
and if not yet made, no Contribution shall be required for the Plan Year in which such Termination of Employment for Cause occurs.


 


Section 2.03   Voluntary
Termination of Employment. If the Executive's employment with the Bank is voluntarily terminated for any reason other than
a termination for Cause or a termination following a Change in Control, the Executive shall not be entitled to any Contributions
attributable to any Plan Years which commence subsequent to the date of termination.


 


Section 2.04   Involuntary
Termination of Employment. If the Executive's employment with the Bank is involuntarily terminated for any reason, excluding
termination for Cause or termination following a Change in Control, the Bank shall be required to make a final Contribution to
the Executive within ten days of the Termination of Employment, subject to Section 2.07 below.   The amount of
such final Contribution shall be an amount equal to: (i) the full Contribution required for the Plan Year in which such voluntary
termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor)
of the lesser of (A) the next five years Contributions to the Executive or (B) all remaining Contributions to the Executive.


 


Section 2.05   Death
During Employment. If the Executive dies while employed by the Bank prior to payment of all remaining Contributions, the Bank
shall be required to make a Contribution to the Beneficiaries equal to the sum of the remaining Contributions set forth in Exhibit
A, reduced by any payment to the Beneficiaries under any life insurance policies that may have been obtained on the Executive's
life with premiums paid by the Bank. Such final Contributions shall be payable in a lump sum within ten days of the Executive's
death. [LET’S DISCUSS]


 


Section 2.06   Additional
Death Benefit - Burial Expense. In addition to the above-described death benefits, upon the Executive’s death, the Executive's
Beneficiary shall be entitled to receive a one-time lump sum death benefit in the amount of Thirty Thousand ($30,000.00) Dollars.
The Executive's Beneficiary shall not be entitled to such benefit if the Executive is terminated for Cause prior to death.


 


Section 2.07   Restriction
on Timing of Contributions. If (a) the Contributions payable under Section 2.01 or Section 2.04 above are deemed to be deferred
compensation and are not exempt from Section 409A of the Code pursuant to either the short-term deferral exemption in Treasury
Regulation §1.409A-1(b)(4) or the separation pay plan exemption in Treasury Regulation §1.409A-1(b)(9), and (b) the
Executive is a “Specified Employee” (as defined in Section 409A of the Code) at the time of his Termination of Employment,
then such Contributions shall not be paid until (y) the later of the 185th day following the Executive’s Termination of
Employment or the 18-month anniversary of the Effective Date, or (z) if the Executive dies prior to the time specified in clause
(y), the date of his earlier death (the “Delayed Distribution Date”). Any payments deferred on account of the preceding
sentence shall be accumulated without interest and paid on the Delayed Distribution Date in accordance with the preceding sentence
and Section 409A of the Code. To the extent permitted by Section 409A of the Code, amounts payable under Section 2.01 or Section
2.04 which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation.


 




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ARTICLE III.


 


NON-COMPETITION


 


Section 3.01   Non-Competition.
In consideration of the agreements of the Bank contained herein and of the payments to be made by the Bank pursuant hereto, the
Executive hereby agrees that, for as long as he remains employed by the Bank, he will devote substantially all of his time, skill,
diligence and attention to the business of the Bank, and will not actively engage, either directly or indirectly, in any business
or other activity which is, or may be deemed to be, in any way competitive with or adverse to the best interests of the business
of the Bank. The Executive further agrees that following his employment with the Bank and continuing until all Contributions payable
under this Agreement have been paid, he will not actively engage, either directly or indirectly, in any business or other activity
which is, or may be deemed to be, in any way competitive with or adverse to the best interests of the Bank, unless the Executive
has the prior express written consent of the Board of Directors of the Bank.


 


Section 3.02   Breach
of Non-Competition Clause.


 


a.         During
Employment.   In the event the Executive breaches Section 3.01 while employed at the Bank, all further Contributions
to the Executive shall immediately cease, and all benefits under this Agreement, other than those which can be paid from previous
Contributions to the Executive, shall be forfeited.


 


In the event (i) any
breach by the Executive of the agreements and covenants described in Section 3.01 occurs while the Executive is employed at the
Bank, and (ii) the Executive's employment with the Bank is terminated due to such breach, such Termination of Employment shall
be deemed to be for Cause and, as set forth in Section 2.02 of this Agreement, the Executive shall have no right to receive additional
compensation or other benefits pursuant to this Agreement.


 


b.         Breach
Following Termination of Employment. In the event the Executive breaches Section 3.01 following the Executive's Termination
of Employment with the Bank, all benefits under this Agreement which have not been paid to the Executive shall be forfeited.


 


In the event of a Termination
of Employment related to a Change in Control as described in Section 2.01, Section 3.01 shall cease to be a condition to the performance
by the Bank of its obligations under this Agreement.


 


ARTICLE IV.


 


BENEFICIARY
DESIGNATION


 


The Executive shall
make or re-confirm his designation of primary and secondary Beneficiaries upon execution of this Agreement and shall have the
right to change such designation, at any subsequent time, by submitting to the Administrator, in substantially the form attached
as Exhibit B, a written designation of primary and secondary Beneficiaries. Any Beneficiary designation made subsequent
to execution of this Agreement shall become effective only when receipt thereof is acknowledged in writing by the Administrator.


 


ARTICLE V.


 


ACT PROVISIONS


 


Section 5.01   Named
Fiduciary and Administrator. The Bank shall be the Named Fiduciary and the Administrator of this Agreement. The Administrator
shall be responsible for the interpretation and administration of the Agreement as established herein. The Bank may delegate to
others certain aspects of the management and operational responsibilities of the Agreement, including the employment of advisors
and the delegation of ministerial duties to qualified individuals.


 






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Section 5.02   Claims
Procedure and Arbitration. In the event that benefits under this Agreement are not paid to the Executive (or to his Beneficiary
in the case of the Executive's death) and such claimant feels he is entitled to receive such benefits, then a written claim must
be made to the Administrator within 60 days from the date payments are refused.   The Administrator shall review
the written claim and, if the claim is denied, in whole or in part, it shall provide in writing, within 90 days of receipt of
such claim, its specific reasons for such denial, reference to the provisions of this Agreement upon which the denial is based,
and any additional material or information necessary to perfect the claim.   Such writing by the Administrator
shall further indicate the additional steps which must be undertaken by claimant if an additional review of the claim denial is
desired.


 


If claimant desires
a second review, he shall notify the Administrator in writing within 60 days of the first claim denial.   Claimant
may review this Agreement or any documents relating thereto and submit any issues and comments, in writing, he may feel appropriate.
In its sole discretion, the Administrator shall then review the second claim and provide a written decision within 60 days of
receipt of such claim. This decision shall state the specific reasons for the decision and shall include reference to specific
provisions of this Agreement upon which the decision is based.


 


If claimant continues
to dispute the benefit denial based upon completed performance of this Agreement or the meaning and effect of the terms and conditions
thereof, then claimant may submit the dispute to an arbitration panel for settlement. The arbitration panel shall consist of three
members: one member selected by the claimant, one member selected by the Bank, and the third member selected by the first two
members. The arbitration panel shall conduct the arbitration in accordance with the applicable rules of the American Arbitration
Association. The arbitral award may grant any relief deemed by the arbitrators to be just and equitable and shall state the reasons
for the award and the relief granted. The patties hereto agree that they, their heirs, personal representatives, successors and
assigns shall be bound by the decision of the arbitration panel with respect to any controversy properly submitted to it for determination.
Any award rendered may be confirmed, judgment upon any award rendered may be entered, and such award of the judgment thereon may
be enforced in any court of any state or country having jurisdiction over the parties.


 


ARTICLE VI.


 


MISCELLANEOUS


 


Section 6.01 No
Effect on Employment Rights. Nothing contained herein will confer upon the Executive the right to be retained in the service
of the Bank nor limit the right of the Bank to discharge or otherwise deal with the Executive without regard to the existence
of the Agreement. The following conditions shall apply to this Agreement:


 


		(a)	The Bank's Board of Directors may
                                         terminate the Executive at any time, but any termination by the Bank's Board of Directors
                                         other than termination for Cause shall not prejudice the Executive's vested right to
                                         compensation or other benefits under the Agreement. As provided in Section 2.02, the
                                         Executive shall have no right to receive additional compensation or other benefits after
                                         termination for Cause.



 


		(b)	If the Executive is suspended and/or
                                         temporarily prohibited from participating in the conduct of the Bank's affairs by a notice
                                         served under Section 8(e)(3) or (g)(l) of the Federal Deposit Insurance Act (12 U.S.C.
                                         1818(e)(3) and (g)(l)), the Bank's obligations under the Agreement shall be suspended
                                         (except vested rights) as of the date of termination of service unless stayed by appropriate
                                         proceedings. If the charges in the notice are dismissed, the Bank may in its discretion
                                         (i) pay the Executive all or part of   the   compensation   withheld   while   its   contract   obligations   were
                                         suspended and (ii) reinstate (in whole or in part) any of its obligations which were
                                         suspended.



 






    	 	 	15



     


    

 


		(c)	If   the Executive
                                         is terminated and/or permanently prohibited from participating in the conduct of the
                                         Bank's affairs by an order issued under Section 8(e)(4) or (g)(l) of the Federal Deposit
                                         Insurance Act (12 U.S.C. 1818(e)(4) or (g)(l)), all non-vested obligations of the Bank
                                         under the Agreement shall terminate as of the effective date of the order.



 


		(d)	If the Bank is in default (as defined
                                         in Section 3(x)(l) of the Federal Deposit Insurance Act), all non-vested obligations
                                         under the Agreement shall terminate as of the date of default.



 


		(e)	All non-vested obligations under
                                         the Agreement shall be terminated, except to the extent determined that continuation
                                         of the Agreement is necessary for the continued operation of the Bank:



 


		(i)	by the Director of the Federal Deposit
                                         Insurance Corporation or his designee at the time the Federal Deposit Insurance Corporation
                                         enters into an agreement to provide assistance to or on behalf of the Bank under the
                                         authority contained in §13(c) of the Federal Deposit Insurance Act; or



 


		(ii)	by the Director of the Federal Deposit
                                         Insurance Corporation or his designee, at the time the Director or his designee approves
                                         a supervisory merger to resolve problems related to operation of the Bank or when the
                                         Bank is determined by the Director to be in an unsafe or unsound condition.



 


Any rights of the parties
that have already vested shall not be affected by such action.


 


Section 6.02 State
Law. The Agreement is established under, and will be construed according to, the laws of the state of Indiana, to the extent
such laws are not preempted by the Act and valid regulations published thereunder.


 


Section 6.03 Severability.
In the event that any of the provisions of this Agreement or portion thereof are held to be inoperative or invalid by any court
of competent jurisdiction, then: (a) insofar as is reasonable, effect will be given to the intent manifested in the provisions
held invalid or inoperative, and (b) the validity and enforceability of the remaining provisions will not be affected thereby.


 


Section 6.04 Incapacity
of Recipient. In the event the Executive is declared incompetent and a conservator or other person legally charged with the
care of his person or Estate is appointed, any benefits under the Agreement to which such Executive is entitled shall be paid
to such conservator or other person legally charged with the care of his person or Estate.


 


Section 6.05Limitations
on Liability. Notwithstanding any of the preceding provisions of the Agreement, no individual acting as an employee or agent
of the Bank or as a member of the Board of Directors shall be personally liable to the Executive or any other person for any claim,
loss, liability or expense incurred in connection with the Agreement.


 


Section 6.06   Gender
and Number. Whenever in this Agreement words are used in the masculine or neuter gender, they shall be read and construed
as in the masculine, feminine or neuter gender, whenever they should so apply. Similarly, words in the plural shall be construed
in the singular and vice versa, whenever applicable.


 


Section 6.07   Effect
on Other Corporate Benefits. Nothing contained in this Agreement shall affect the right of the Executive to participate in
or be covered by any qualified or nonqualified pension, profit sharing, group, bonus or other supplemental compensation plan or
fringe benefit agreement constituting a part of the Bank's existing or future compensation structure.


 


Section 6.08   Inurement.
This Agreement shall be binding upon and shall inure to the benefit of the Bank, its successors and assigns, and the Executive,
his successors, heirs, executors, administrators and Beneficiaries.


 






    	 	 	16



     


    

 


Section 6.09   Headings.
Headings and sub-headings in this Agreement are inserted for reference and convenience only and shall not be deemed a part of
this Agreement. 


 


ARTICLE VII.


 


AMENDMENT AND
PLAN TERMINATION


 


Section 7.01   Amendments.   The
Bank may amend this Agreement unilaterally by written action. Any amendment of the Agreement shall be made pursuant to a resolution
of the Board of Directors of the Bank and shall be effective as of the date of such resolution.


 


Section 7.02   Plan
Termination Generally. The Bank may terminate this Agreement unilaterally by written action.   However, if
such termination is done in anticipation of or pursuant to a Change in Control, the Bank shall pay the final Contribution due
pursuant to Section 2.01.


 


ARTICLE VIII.


 


EXECUTION


 


Section 8.01   This
Agreement sets forth the entire understanding of the parties hereto with respect to the transactions contemplated hereby, and
any previous agreements or understandings between the parties hereto regarding the subject matter hereof are merged into and superseded
by this Agreement.


 


Section 8.02   This
Agreement shall be executed in triplicate, each copy of which, when so executed and delivered, shall be an original, but all three
copies shall together constitute one and the same instrument.


 


[Signature Page Follows]


 




    	 	 	17



     


    

 


	 	MUTUALBANK:
	 	(Bank)
	 	 
	 	By:	 
	 	 	 
	 	Title:	 


 


	ATTEST:	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	EXECUTIVE:
	 	 	 
	 	 	 
	 	 	David W. Heeter


 


	WITNESS:	 
	 	 
	 	 


 


[Signature Page for Restated Executive
Supplemental Retirement Income Agreement for David W. Heeter]


 




    	 	 	18



     


    

 


EXHIBIT A


 


SCHEDULE OF CONTRIBUTIONS AND INTEREST
FACTOR


 


Schedule of Annual Gross Contributions:


 


	Plan Year	 	Amount	 
	 	 	 	 
	2015	 	$	11,302	 
	2016	 	$	12,595	 
	2017	 	$	14,028	 
	2018	 	$	15,611	 
	2019	 	$	17,359	 
	2020	 	$	19,291	 
	2021	 	$	21,423	 



 


Interest Factor:       Eight
percent (8%) per annum compounded monthly


 




    	 	 	19



     


    

 


EXHIBIT B


 


RESTATED EXECUTIVE SUPPLEMENTAL RETIREMENT
INCOME AGREEMENT BENEFICIARY DESIGNATION


 


The Executive, under the terms of the Restated
Executive Supplemental Retirement Income Agreement executed by the Bank, effective as of the ___ day of ______ 2016, hereby designates
the following Beneficiary to receive any guaranteed payments or death benefits under such Agreement, following his death:


 


	PRIMARY BENEFICIARY:	 
	 	 
	SECONDARY BENEFICIARY:	 


 


This Beneficiary Designation
hereby revokes any prior Beneficiary Designation which may have been in effect.


 


This Beneficiary Designation
is revocable:


 


DATE: _______, 20____


 


	 	 	 
	WITNESS	 	EXECUTIVE


 


ACKNOWLEDGEMENT:


 


Received by MutualBank this __ day of __________, 20__.


 


	 	 
	 	 
	 	Name:	 
	 	 	 
	 	Title:	 


 




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