EXHIBIT
10.13

    MUTUALFIRST  FINANCIAL,
INC. 2008 STOCK OPTION AND INCENTIVE PLAN

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    MUTUALFIRST FINANCIAL,
INC.

    


    2008
STOCK OPTION AND INCENTIVE PLAN

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE OF
CONTENTS

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 
      	
                                                      Page

                                                    
	 	 
	
                                                      ARTICLE
      I PURPOSE

                                                    	
                                                      3

                                                    
	 	 
	
                                                      Section
      1.1           General
      purpose of the plan.

                                                    	
                                                      3

                                                    
	 	 
	
                                                      ARTICLE
      II DEFINITIONS

                                                    	
                                                      3

                                                    
	 	 
	
                                                      ARTICLE
      III AVAILABLE SHARES

                                                    	
                                                      6

                                                    
	 	 
	
                                                      Section
      3.1           Shares
      available under the plan.

                                                    	
                                                      6

                                                    
	
                                                      Section
      3.2           Maximum
      awards.

                                                    	
                                                      6

                                                    
	
                                                      Section
      3.3           Lapsed
      awards.

                                                    	
                                                      6

                                                    
	 	 
	
                                                      ARTICLE
      IV ADMINISTRATION

                                                    	
                                                      6

                                                    
	 	 
	
                                                      Section
      4.1           Committee.

                                                    	
                                                      6

                                                    
	
                                                      Section
      4.2           Committee
      powers.

                                                    	
                                                      7

                                                    
	 	 
	
                                                      ARTICLE
      V STOCK OPTIONS

                                                    	
                                                      7

                                                    
	 	 
	
                                                      Section
      5.1           Grant
      of options.

                                                    	
                                                      7

                                                    
	
                                                      Section
      5.2           Size
      of option.

                                                    	
                                                      8

                                                    
	
                                                      Section
      5.3           Exercise
      price.

                                                    	
                                                      8

                                                    
	
                                                      Section
      5.4           Exercise
      period.

                                                    	
                                                      8

                                                    
	
                                                      Section
      5.5           Vesting
      date.

                                                    	
                                                      8

                                                    
	
                                                      Section
      5.6           Additional
      restrictions on incentive stock options.

                                                    	
                                                      9

                                                    
	
                                                      Section
      5.7           Method
      of exercise.

                                                    	
                                                      9

                                                    
	
                                                      Section
      5.8           Limitations
      on options.

                                                    	
                                                      10

                                                    
	
                                                      Section
      5.9           Prohibition
      against option repricing.

                                                    	
                                                      11

                                                    
	 	 
	
                                                      ARTICLE
      VI STOCK APPRECIATION RIGHTS

                                                    	
                                                      11

                                                    
	 	 
	
                                                      Section
      6.1           Grant
      of stock appreciation rights.

                                                    	
                                                      11

                                                    
	
                                                      Section
      6.2           Size
      of stock appreciation right.

                                                    	
                                                      12

                                                    
	
                                                      Section
      6.3           Exercise
      price.

                                                    	
                                                      12

                                                    
	
                                                      Section
      6.4           Exercise
      period.

                                                    	
                                                      12

                                                    
	
                                                      Section
      6.5           Vesting
      date.

                                                    	
                                                      13

                                                    
	
                                                      Section
      6.6           Method
      of exercise.

                                                    	
                                                      13

                                                    
	
                                                      Section
      6.7           Limitations
      on stock appreciation rights.

                                                    	
                                                      14

                                                    
	
                                                      Section
      6.8           Prohibition
      against stock appreciation right repricing.

                                                    	
                                                      15

                                                    
	 	 
	
                                                      ARTICLE
      VII SPECIAL TAX PROVISION

                                                    	
                                                      15

                                                    
	 	 
	
                                                      Section
      7.1           Tax
      withholding rights.

                                                    	
                                                      15

                                                    
	 	 
	
                                                      ARTICLE
      VIII AMENDMENT AND TERMINATION

                                                    	
                                                      15

                                                    
	 	 
	
                                                      Section
      8.1           Termination

                                                    	
                                                      15

                                                    
	
                                                      Section
      8.2           Amendment.

                                                    	
                                                      15

                                                    
	
                                                      Section
      8.3           Adjustments
      for changes in capitalization.

                                                    	
                                                      15

                                                    
	 	 
	
                                                      ARTICLE
      IX MISCELLANEOUS

                                                    	
                                                      16

                                                    
	 	 
	
                                                      Section
      9.1           Status
      as an employee benefit plan.

                                                    	
                                                      16

                                                    
	
                                                      Section
      9.2          No right to
      continued service

                                                    	
                                                      16

                                                    
	
                                                      Section
      9.3           Construction
      of language.

                                                    	
                                                      16

                                                    
	
                                                      Section
      9.4           Governing
      law.

                                                    	
                                                      17

                                                    
	
                                                      Section
      9.5           Headings.

                                                    	
                                                      17

                                                    
	
                                                      Section
      9.6           Non-alienation
      of benefits.

                                                    	
                                                      17

                                                    
	
                                                      Section
      9.7           Notices.

                                                    	
                                                      17

                                                    
	
                                                      Section
      9.8           Approval
      of stockholders.

                                                    	
                                                      17

                                                    


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    MutualFirst Financial,
Inc.

    2008
Stock Option and Incentive Plan

    ARTICLE
I

    PURPOSE

     

    Section
1.1          General Purpose
of the Plan.

     

    The
purpose of the Plan is to promote the long-term growth and profitability of
MutualFirst Financial,
Inc., to provide directors, advisory directors, officers and employees of MutualFirst Financial, Inc.
and its affiliates with an incentive to achieve corporate objectives, to attract
and retain individuals of outstanding competence and to provide such individuals
with an equity interest in MutualFirst Financial,
Inc.

     

    ARTICLE
II

    DEFINITIONS

     

    The
following definitions shall apply for the purposes of this Plan, unless a
different meaning is plainly indicated by the context:

     

    Affiliate means any "parent
corporation" or "subsidiary corporation" of the Company, as those terms are
defined in Sections 424(e) and (f) respectively, of the Code.

     

    Award means the grant by the
Committee of an Incentive Stock Option, a Non-Qualified Stock Option or a Stock
Appreciation Right.

     

    Award Agreement means a
written instrument evidencing an Award under the Plan and establishing the terms
and conditions thereof.

     

    Beneficiary means the Person
designated by a Participant to have the right to exercise any Options or Stock
Appreciation Rights granted to such Participant that are exercisable, following
the Participant's death.

     

    Board means the Board of
Directors of MutualFirst Financial, Inc.
and any successor thereto.

     

    Change in Control means any of
the following events:

    (a)           any
third person, including a "group" as defined in Section 13(d)(3) of the
Securities Exchange Act of 1934, becomes the beneficial owner of shares of the
Company with respect to which 25% or more of the total number of votes for the
election of the Board may be cast;

     

    (b)           as
a result of, or in connection with, any cash tender offer, merger or other
business combination, sale of assets or contested election, or combination of
the foregoing, the persons who were directors of the Company shall cease to
constitute a majority of the Board;

     

    (c)           the
stockholders of the Company approve an agreement providing either for a
transaction in which the Company will cease to be an independent publicly owned
corporation or for a sale or other disposition of all or substantially all the
assets of the Company; or

     

    (d)           a
tender offer or exchange offer for 25% or more of the total outstanding Shares
of the Company is commenced (other than such an offer by the
Company).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

    Committee means the Committee
described in Article IV.

     

    Company means MutualFirst Financial, Inc.,
a Maryland corporation, and any successor thereto.

     

    Disability means a condition
of incapacity of a Participant which renders that person unable to engage in the
performance of his or her duties by reason of any medically determinable
physical or mental impairment which can be expected to result in death or which
has lasted or can be expected to last for a continuous period of not less than
twelve (12) months.  Notwithstanding the above, the term Disability in
connection with Incentive Stock Options shall have the same meaning as that
given to the term “permanent and total disability” in Section 22(e)(3) of the
Code.

     

    Effective Date means the date
on which the Plan is approved by the stockholders of the Company.

     

    Exchange Act means the
Securities Exchange Act of 1934, as amended.

     

    Exercise Period means the
period during which an Option or Stock Appreciation Right may be
exercised.

     

    Exercise Price means the price
per Share at which Shares subject to an Option may be purchased upon exercise of
the Option and on the basis of which the Shares due upon exercise of a Stock
Appreciation Right is computed.

     

    Fair Market Value means, with
respect to a Share on a specified date:

    (e)           If
the Shares are listed on any established stock exchange, the closing sale price
for such stock (or the closing bid, if no sales were reported) as reported by
the exchange on the applicable date, or if the applicable date is not a trading
day, on the last trading day immediately preceding the applicable
date;

     

    (f)           If
the Shares are not traded on a national securities exchange but are traded on
the over-the-counter market, the closing sale price for such stock (or the
closing bid, if no sales were reported) on the applicable date, or if the
applicable date is not a trading day, on the last trading day immediately
preceding the applicable date; if sale prices are not regularly reported for the
Shares and if bid and asked prices for the Shares are regularly reported, the
mean between the bid and the asked price for the Shares at the close of trading
in the over-the-counter market on the applicable date, or if the applicable date
is not a trading day, on the last trading day immediately preceding the
applicable date; and

     

    (g)           In
the absence of such markets for the Shares, the Fair Market Value shall be
determined in good faith by the Committee.

     

    Family Member means with
respect to any Participant:

    (h)           the
lineal ascendants and lineal descendants of such Participant or his spouse, or
any one or more of them, or

     

    (i)           an
entity wholly owned by, including, but not limited to, a trust the exclusive
beneficiaries of which are, one or more of the lineal ascendants or lineal
descendants of such Participant or his spouse, or wholly owned jointly by one or
more of them and the Participant.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Incentive Stock Option means a
right to purchase Shares that is granted to an employee of the Company or any
Affiliate that is designated by the Committee to be an Incentive Stock Option
and that is intended to satisfy the requirements of Section 422 of the
Code.

     

    Non-Qualified Stock Option
means a right to purchase Shares that is not intended to qualify as an Incentive
Stock Option or does not satisfy the requirements of Section 422 of the
Code.

     

    Option means either an
Incentive Stock Option or a Non-Qualified Stock Option.

     

    Option Holder means, at any
relevant time with respect to an Option, the person having the right to exercise
the Option.

     

    Participant means any
director, advisory director, officer or employee of the Company or any Affiliate
who is selected by the Committee to receive an Award.

     

    Permitted Transferee means,
with respect to any Participant, a Family Member of the Participant to whom an
Award has been transferred as permitted hereunder.

     

    Person means an individual, a
corporation, a partnership, a limited liability company, an association, a
joint-stock company, a trust, an estate, an unincorporated organization and any
other business organization or institution.

     

    Plan means this MutualFirst Financial, Inc.
2008 Stock Option and Incentive Plan, as amended from time to time.

     

    Qualified Domestic Relations
Order means a domestic relations order that satisfies the requirements of
Section 414(q) of the Code.

     

    Service means, unless the
Committee provides otherwise in an Award Agreement, service in any capacity as a
director, advisory director, officer or employee of the Company or any
Affiliate.

     

    Share means a share of common
stock, par value $.01 per share, of the Company.

     

    Stock Appreciation Right means
the right to receive a payment in Shares measured by the increase in the Fair
Market Value of a Share over the Exercise Price of that Stock Appreciation
Right.

     

    Stock Appreciation Right
Holder means, at any relevant time with respect to a Stock Appreciation
Right, the person having the right to exercise the Stock Appreciation
Right.

     

    Termination for Cause means
termination upon an intentional failure to perform stated duties, a breach of a
fiduciary duty involving personal dishonesty which results in material loss to
the Company or one of its Affiliates or a willful violation of any law, rule or
regulation (other than traffic violations or similar offenses) or a final
cease-and-desist order which results in material loss to the Company or one of
its Affiliates.  Notwithstanding the above, if a Participant is
subject to a different definition of termination for cause in an employment or
severance or similar agreement with the Company or any Affiliate, such other
definition shall control.

     

    Vesting Date means the date or
dates on which an Option or Stock Appreciation Right is eligible to be
exercised.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
III

    AVAILABLE
SHARES

     

    Section
3.1          Shares Available
Under the Plan.

     

    Subject
to adjustment under Section 8.3, the maximum aggregate number of Shares
representing Awards is 352,741.  Shares
representing tandem Stock Appreciation Rights shall for such purpose only be
counted as either Shares representing Options outstanding or Stock Appreciation
Rights outstanding, but not as both.

    


    Section
3.2          Maximum
Awards.

     

    Subject
to adjustment under Section 8.3, the maximum aggregate number of Shares that may
be issued pursuant to awards that are Incentive Stock Options is
352,741.  During any calendar year, subject to adjustment under
Section 8.3, no participant may be granted Options or Stock Appreciation Rights
covering an aggregate of more than 88,185 Shares.

    


    Section
3.3          Lapsed
Awards.

     

    If any
Award granted under the Plan terminates, expires, or lapses for any reason, any
Shares subject to such Award again shall be available for the grant of an Award
under the Plan.  Shares used to pay the Exercise Price of an Option
and Shares used to satisfy tax withholding obligations shall not be available
for future Awards under the Plan.

     

    ARTICLE
IV

    ADMINISTRATION

     

    Section
4.1          Committee.

     

    (a)           The
Plan shall be administered by a Committee appointed by the Board for that
purpose and consisting of not less than two (2) members of the
Board.  Each member of the Committee shall be an "Outside Director"
within the meaning of Section 162(m) of the Code or a successor rule or
regulation, a "Non-Employee Director" within the meaning of Rule 16b-3(b)(3)(i)
under the Exchange Act or a successor rule or regulation and an "Independent
Director" under the corporate governance rules and regulations imposing
independence standards on committees performing similar functions promulgated by
any national securities exchange or quotation system on which Shares are
listed.

     

    (b)           The
act of a majority of the members present at a meeting duly called and held shall
be the act of the Committee.  Any decision or determination reduced to
writing and signed by all members shall be as fully effective as if made by
unanimous vote at a meeting duly called and held.

     

    (c)           The
Committee's decisions and determinations under the Plan need not be uniform and
may be made selectively among Participants, whether or not such Participants are
similarly situated.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Section
4.2          Committee
Powers.

     

    Subject
to the terms and conditions of the Plan and such limitations as may be imposed
by the Board, the Committee shall be responsible for the overall management and
administration of the Plan and shall have such authority as shall be necessary
or appropriate in order to carry out its responsibilities, including, without
limitation, the authority:

    


    (a)           to
interpret and construe the Plan, to determine all questions that may arise under
the Plan as to eligibility for participation in the Plan, to determine the
number of Shares subject to Awards to be granted, and to establish the terms and
conditions of Awards;

     

    (b)           with
the consent of the Participant, to the extent deemed necessary by the Committee,
amend or modify the terms of any outstanding Award or accelerate or defer the
Vesting Date thereof;

     

    (c)           to
adopt rules and regulations and to prescribe forms for the operation and
administration of the Plan; and

     

    (d)           to
take any other action not inconsistent with the provisions of the Plan that it
may deem necessary or appropriate.

     

    All
decisions, determinations and other actions of the Committee made or taken in
accordance with the terms of the Plan shall be final and conclusive and binding
upon all parties having an interest therein.

    


    ARTICLE
V

    STOCK
OPTIONS

     

    Section
5.1          Grant of
Options.

     

    (a)           Subject
to the limitations of the Plan, the Committee may, in its discretion, grant to a
Participant an Option to purchase Shares.  An Option shall be
designated as either an Incentive Stock Option or a Non-Qualified Stock Option
and, if not designated as either, shall be a Non-Qualified Stock
Option.  Only employees of the Company or its Affiliates may receive
Incentive Stock Options.

     

    (b)           Any
Option granted shall be evidenced by an Award Agreement which
shall:

    (i)           specify
the number of Shares covered by the Option;

     

    (ii)          specify
the Exercise Price;

     

    (iii)         specify
the Exercise Period;

     

    (iv)        specify
the Vesting Date; and

     

    (v)         contain
such other terms and conditions not inconsistent with the Plan as the Committee
may, in its discretion, prescribe.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    Section
5.2          Size of
Option.

     

    Subject
to the restrictions of the Plan, the number of Shares as to which a Participant
may be granted Options shall be determined by the Committee, in its
discretion.

     

    Section
5.3          Exercise
Price.

     

    The price
per Share at which an Option may be exercised shall be determined by the
Committee, in its discretion, provided, however, that the
Exercise Price shall not be less than the Fair Market Value of a Share on the
date on which the Option is granted.

    


    Section
5.4          Exercise
Period.

     

    The
Exercise Period during which an Option may be exercised shall commence on the
Vesting Date.  It shall expire on the earliest of:

    


    (a)           the
date specified by the Committee in the Award Agreement;

     

    (b)           the
last day of the three-month period (or, in the case of a Non-Qualified Stock
Option, such longer or shorter period as may be specified by the Committee in
the Award Agreement) commencing on the date of the Participant's termination of
Service, other than on account of death, Disability or a Termination for
Cause;

     

    (c)           the
last day of the one-year period (or, in the case of a Non-Qualified Stock
Option, such longer or shorter period as may be specified by the Committee in
the Award Agreement) commencing on the date of the Participant's termination of
Service due to death or Disability;

     

    (d)           as
of the time and on the date of the Participant's termination of Service due to a
Termination for Cause; or

     

    (e)           the
last day of the ten-year period commencing on the date on which the Option was
granted.

     

    An Option
that remains unexercised at the close of business on the last day of the
Exercise Period shall be canceled without consideration at the close of business
on that date.

    


    Section
5.5          Vesting
Date.

     

    (a)           The
Vesting Date for each Option Award shall be determined by the Committee and
specified in the Award Agreement.

     

    (b)           Unless
otherwise determined by the Committee and specified in the Award
Agreement:

     

    (i)           if
the Participant of an Option Award terminates Service prior to the Vesting Date
for any reason other than death or Disability, any unvested Option shall be
forfeited without consideration;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (ii)          if
the Participant of an Option Award terminates Service prior to the Vesting Date
on account of death or Disability, the Vesting Date shall be accelerated to the
date of the Participant's termination of Service; and

     

    (iii)         if
a Change in Control occurs prior to the Vesting Date of an Option Award that is
outstanding on the date of the Change in Control, the Vesting Date shall be
accelerated to the earliest date of the Change in Control.

     

    Section
5.6          Additional
Restrictions on Incentive Stock Options.

     

    An Option
designated by the Committee to be an Incentive Stock Option shall be subject to
the following provisions:

    


    (a)           Notwithstanding
any other provision of this Plan to the contrary, no Participant may receive an
Incentive Stock Option under the Plan if such Participant, at the time the award
is granted, owns (after application of the rules contained in Section 424(d) of
the Code) stock possessing more than ten (10) percent of the total combined
voting power of all classes of stock of the Company or its Affiliates, unless
(i) the option price for such Incentive Stock Option is at least 110 percent of
the Fair Market Value of the Shares subject to such Incentive Stock Option on
the date of grant and (ii) such Option is not exercisable after the date five
(5) years from the date such Incentive Stock Option is granted.

     

    (b)           Each
Participant who receives Shares upon exercise of an Option that is an Incentive
Stock Option shall give the Company prompt notice of any sale of Shares prior to
a date which is two years from the date the Option was granted or one year from
the date the Option was exercised.  Such sale shall disqualify the
Option as an Incentive Stock Option.

     

    (c)           The
aggregate Fair Market Value (determined with respect to each Incentive Stock
Option at the time such Incentive Stock Option is granted) of the Shares with
respect to which Incentive Stock Options are exercisable for the first time by a
Participant during any calendar year (under this Plan or any other plan of the
Company or an Affiliate) shall not exceed $100,000.

     

    (d)           Any
Option under this Plan which is designated by the Committee as an Incentive
Stock Option but fails, for any reason, to meet the foregoing requirements shall
be treated as a Non-Qualified Stock Option.

     

    Section
5.7          Method of
Exercise.

     

    (a)           Subject
to the limitations of the Plan and the Award Agreement, an Option Holder may, at
any time on or after the Vesting Date and during the Exercise Period, exercise
his or her right to purchase all or any part of the Shares to which the Option
relates.  An Option Holder shall exercise an Option to purchase Shares
by:

     

    


    (i)           giving
written notice to the Committee, in such form and manner as the Committee may
prescribe, of his or her intent to exercise the Option;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (ii)         delivering
to the Committee full payment for the Shares as to which the Option is to be
exercised; and

     

    (iii)        satisfying
such other conditions as may be prescribed in the Award Agreement.

     

    (b)           The
Exercise Price of Shares to be purchased upon exercise of any Option shall be
paid in full:

    (iv)         in
cash (by certified or bank check or such other instrument as the Company may
accept); or

     

    (v)         if
and to the extent permitted by the Committee, in the form of Shares already
owned by the Option Holder having an aggregate Fair Market Value on the date the
Option is exercised equal to the aggregate Exercise Price to be paid;
or

     

    (vi)        by
a combination thereof.

     

    Payment
for any Shares to be purchased upon exercise of an Option may also be made by
delivering a properly executed exercise notice to the Company, together with a
copy of irrevocable instructions to a broker to deliver promptly to the Company
the amount of sale or loan proceeds to pay the purchase price and applicable tax
withholding amounts (if any), in which event the Shares acquired shall be
delivered to the broker promptly following receipt of payment.

     

    (c)           When
the requirements of this Section have been satisfied, the Committee shall take
such action as is necessary to cause the issuance of a stock certificate or the
issuance of Shares in uncertificated form to the Option Holder. The Person
exercising the Option shall have no right to vote or to receive dividends, nor
have any other rights with respect to the Shares, prior to the date the Shares
are transferred to such Person on the stock transfer records of the Company, and
no adjustments shall be made for any dividends or other rights for which the
record date is prior to the date as of which the transfer is
effected.

    


    Section
5.8          Limitations on
Options.

     

    (a)           An
Option by its terms shall not be transferable by the Option Holder other than by
will or the laws of descent and distribution, or pursuant to the terms of a
Qualified Domestic Relations Order, and shall be exercisable, during the life of
the Option Holder, only by the Option Holder or an alternate payee designated
pursuant to such a Qualified Domestic Relations Order; provided, however, that a
Participant may, at any time at or after the grant of a Non-Qualified Stock
Option under the Plan, apply to the Committee for approval to transfer all or
any portion of such Non-Qualified Stock Option which is then unexercised to such
Participant's Family Member. The Committee may approve or withhold approval of
such transfer in its sole and absolute discretion. If such transfer is approved,
it shall be effected by written notice to the Company given in such form and
manner as the Committee may prescribe and actually received by the Company prior
to the death of the person giving it. Thereafter, the transferee shall have,
with respect to such Non-Qualified Stock Option, all of the rights, privileges
and obligations which would attach thereunder to the Participant. If a privilege
of the Option depends on the life, Service or other status of the Participant,
such privilege of the Option for the transferee shall continue to depend upon
the life, Service or other status of the Participant. The Committee shall have
full and exclusive authority to interpret and apply the provisions of the Plan
to transferees to the extent not specifically addressed herein.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (b)           The
Company's obligation to deliver Shares with respect to an Option shall, if the
Committee so requests, be conditioned upon the receipt of a representation as to
the investment intention of the Option Holder to whom such Shares are to be
delivered, in such form as the Committee shall determine to be necessary or
advisable to comply with the provisions of applicable federal, state or local
law. It may be provided that any such representation shall become inoperative
upon a registration of the Shares or upon the occurrence of any other event
eliminating the necessity of such representation. The Company shall not be
required to deliver any Shares under the Plan prior to:

    


    (i)           the
admission of such Shares to listing on any stock exchange or trading on any
automated quotation system on which Shares may then be listed or traded;
or

     

    (ii)           the
completion of such registration or other qualification under any state or
federal law, rule or regulation as the Committee shall determine to be necessary
or advisable.

     

    The
Committee may impose such other restrictions on any Shares acquired pursuant to
the exercise of an Option as it may deem advisable, including, without
limitation, requiring the Option Holder to hold the Shares acquired upon
exercise for a specified period of time and/or until the satisfaction of one or
more specified conditions.

     

    (c)           An
Option Holder may designate a Beneficiary to receive any Options that may be
exercised after his death. Such designation and any change or revocation of such
designation shall be made in writing in the form and manner prescribed by the
Committee. In the event that the designated Beneficiary dies prior to the Option
Holder, or in the event that no Beneficiary has been designated, any Options
that may be exercised following the Option Holder's death shall be transferred
to the Option Holder's estate. If the Option Holder and his or her Beneficiary
shall die in circumstances that cause the Committee, in its discretion, to be
uncertain which shall have been the first to die, the Option Holder shall be
deemed to have survived the Beneficiary.

     

    Section
5.9          Prohibition
Against Option Repricing.

     

    Except as
provided in Section 8.3, neither the Committee nor the Board shall have the
right or authority following the grant of an Option pursuant to the Plan to
amend or modify the Exercise Price of any such Option, or to cancel the Option
at a time when the Exercise Price is less than the Fair Market Value of the
Shares, in exchange for another Option or Award.

    


    ARTICLE
VI

    STOCK
APPRECIATION RIGHTS

     

    Section
6.1          Grant of Stock
Appreciation Rights.

     

    (a)           Subject
to the limitations of the Plan, the Committee may, in its discretion, grant to a
Participant a Stock Appreciation Right.  A Stock Appreciation Right
shall be designated as either a tandem Stock Appreciation Right or a stand-alone
Stock Appreciation Right and, if not so designated, shall be deemed to be a
stand-alone Stock Appreciation Right.  A tandem Stock Appreciation
Right may only be granted at the same time as the Option to which it
relates.  The exercise of a tandem Stock Appreciation Right shall
cancel the related Option for a like number of Shares and the exercise of a
related Option shall cancel a tandem Stock Appreciation Right for a like number
of Shares.

     

    (b)           Any
Stock Appreciation Right granted shall be evidenced by an Award Agreement which
shall:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (i)          specify
the number of Shares covered by the Stock Appreciation Right;

     

    (ii)         specify
the Exercise Price;

     

    (iii)        specify
the Exercise Period;

     

    (iv)        specify
the Vesting Date;

     

    (v)         specify
that the Stock Appreciation Right shall be settled in Shares; and

     

    (vi)        contain
such other terms and conditions not inconsistent with the Plan as the Committee
may, in its discretion, prescribe.

     

    Section
6.2          Size of Stock
Appreciation Right.

     

    Subject
to the restrictions of the Plan, the number of Shares as to which a Participant
may be granted Stock Appreciation Rights shall be determined by the Committee,
in its discretion.

     

    Section
6.3          Exercise
Price.

     

    The price
per Share at which a Stock Appreciation Right may be exercised shall be
determined by the Committee, in its discretion, provided, however, that the
Exercise Price shall not be less than the Fair Market Value of a Share on the
date on which the Stock Appreciation Right is granted.

     

    Section
6.4          Exercise
Period.

     

    The
Exercise Period during which a Stock Appreciation Right may be exercised shall
commence on the Vesting Date.  It shall expire on the earliest
of:

    


    (a)           the
date specified by the Committee in the Award Agreement;

     

    (b)           the
last day of the three-month period (or, in the case of a Stock Appreciation
Right that is not granted in tandem with an Incentive Stock Option, such longer
or shorter period as may be specified by the Committee in the Award Agreement)
commencing on the date of the Participant's termination of Service, other than
on account of death, Disability or a Termination for Cause;

     

    (c)           the
last day of the one-year period (or, in the case of a Stock Appreciation Right
that is not granted in tandem with an Incentive Stock Option, such longer or
shorter period as may be specified by the Committee in the Award Agreement)
commencing on the date of the Participant's termination of Service due to death
or Disability;

     

    (d)           as
of the time and on the date of the Participant's termination of Service due to a
Termination for Cause; or

     

    (e)           the
last day of the ten-year period commencing on the date on which the Stock
Appreciation Right was granted.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    A Stock
Appreciation Right that remains unexercised at the close of business on the last
day of the Exercise Period shall be canceled without consideration at the close
of business on that date.

     

    Section
6.5          Vesting
Date.

     

    (a)           The
Vesting Date for each Stock Appreciation Right Award shall be determined by the
Committee and specified in the Award Agreement.

     

    (b)           Unless
otherwise determined by the Committee and specified in the Award
Agreement:

     

     (i)           if
the Participant of a Stock Appreciation Right Award terminates Service prior to
the Vesting Date for any reason other than death or Disability, any unvested
Award shall be forfeited without consideration;

     

     (ii)          if
the Participant of a Stock Appreciation Right Award terminates Service prior to
the Vesting Date on account of death or Disability, the Vesting Date shall be
accelerated to the date of the Participant's termination of Service;
and

     

     (iii)         if
a Change in Control occurs prior to the Vesting Date of a Stock Appreciation
Right Award that is outstanding on the date of the Change in Control, the
Vesting Date shall be accelerated to the earliest date of the Change in
Control.

     

    Section
6.6          Method of
Exercise.

     

    (a)           Subject
to the limitations of the Plan and the Award Agreement, a Participant may, at
any time on or after the Vesting Date and during the Exercise Period, exercise
his or her Stock Appreciation Right as to all or any part of the Shares to which
the Stock Appreciation Right relates.  A Stock Appreciation Right
Holder shall exercise a Stock Appreciation Right by:

    


     (i)           giving
written notice to the Committee, in such form and manner as the Committee may
prescribe, of his or her intent to exercise the Stock Appreciation Right;
and

     

     (ii)
         satisfying such other
conditions as may be prescribed in the Award Agreement.

     

    (b)           When
the requirements of this Section have been satisfied, the Committee shall take
such action as is necessary to cause the remittance to the Stock Appreciation
Right Holder (or, in the event of his or her death, his or her Beneficiary) of a
number of Shares with an aggregate Fair Market Value equal to the excess (if
any) of (i) the Fair Market Value of a Share on the date of exercise over (ii)
the Exercise Price per Share, times the number of Stock Appreciation Rights
exercised.  Such shares may in certificated or uncertificated
form.  The Person exercising the Stock Appreciation Right shall have
no right to vote or to receive dividends, nor have any other rights with respect
to the Shares, prior to the date the Shares are transferred to such Person on
the stock transfer records of the Company, and no adjustments shall be made for
any dividends or other rights for which the record date is prior to the date as
of which the transfer is effected.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
6.7          Limitations on
Stock Appreciation Rights.

     

    (a)           A
Stock Appreciation Right by its terms shall not be transferable by the Stock
Appreciation Right Holder other than by will or the laws of descent and
distribution, or pursuant to the terms of a Qualified Domestic Relations Order,
and shall be exercisable, during the life of the Stock Appreciation Right
Holder, only by the Stock Appreciation Right Holder or an alternate payee
designated pursuant to such a Qualified Domestic Relations Order; provided, however, that a
Participant may, at any time at or after the grant of a Stock Appreciation Right
under the Plan, apply to the Committee for approval to transfer all or any
portion of such Stock Appreciation Right which is then unexercised to such
Participant's Family Member. The Committee may approve or withhold approval of
such transfer in its sole and absolute discretion. If such transfer is approved,
it shall be effected by written notice to the Company given in such form and
manner as the Committee may prescribe and actually received by the Company prior
to the death of the person giving it. Thereafter, the transferee shall have,
with respect to such Stock Appreciation Right, all of the rights, privileges and
obligations which would attach thereunder to the Participant. If a privilege of
the Stock Appreciation Right depends on the life, Service or other status of the
Participant, such privilege of the Stock Appreciation Right for the transferee
shall continue to depend upon the life, Service or other status of the
Participant. The Committee shall have full and exclusive authority to interpret
and apply the provisions of the Plan to transferees to the extent not
specifically addressed herein.

     

    (b)           The
Company's obligation to deliver Shares with respect to a Stock Appreciation
Right shall, if the Committee so requests, be conditioned upon the receipt of a
representation as to the investment intention of the Stock Appreciation Right
Holder to whom such Shares are to be delivered, in such form as the Committee
shall determine to be necessary or advisable to comply with the provisions of
applicable federal, state or local law. It may be provided that any such
representation shall become inoperative upon a registration of the Shares or
upon the occurrence of any other event eliminating the necessity of such
representation. The Company shall not be required to deliver any Shares under
the Plan prior to:

    (i)           the
admission of such Shares to listing on any stock exchange or trading on any
automated quotation system on which Shares may then be listed or traded;
or

     

    (ii)         the
completion of such registration or other qualification under any state or
federal law, rule or regulation as the Committee shall determine to be necessary
or advisable.

     

    The
Committee may impose such other restrictions on any Shares acquired pursuant to
the exercise of a Stock Appreciation Right as it may deem advisable, including,
without limitation, requiring the Stock Appreciation Right Holder to hold the
Shares acquired upon exercise for a specified period of time and/or until the
satisfaction of one or more specified conditions.

     

    (c)           A
Stock Appreciation Right Holder may designate a Beneficiary to receive any Stock
Appreciation Right that may be exercised after his death. Such designation and
any change or revocation of such designation shall be made in writing in the
form and manner prescribed by the Committee. In the event that the designated
Beneficiary dies prior to the Stock Appreciation Right Holder, or in the event
that no Beneficiary has been designated, any Stock Appreciation Rights that may
be exercised following the Stock Appreciation Right Holder's death shall be
transferred to the Stock Appreciation Right Holder's estate. If the Stock
Appreciation Right Holder and his or her Beneficiary shall die in circumstances
that cause the Committee, in its discretion, to be uncertain which shall have
been the first to die, the Stock Appreciation Right Holder shall be deemed to
have survived the Beneficiary.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
6.8          Prohibition
Against Stock Appreciation Right Repricing.

     

    Except as
provided in Section 8.3, neither the Committee nor the Board shall have the
right or authority following the grant of a Stock Appreciation Right pursuant to
the Plan to amend or modify the Exercise Price of any such Stock Appreciation
Right or to cancel the Stock Appreciation Right at a time when the Exercise
Price is less than the Fair Market Value of the Shares, in exchange for another
Stock Appreciation Right or Award.

     

    ARTICLE
VII

    SPECIAL
TAX PROVISION

     

    Section
7.1          Tax Withholding
Rights.

     

    Where any
Person is entitled to receive Shares, the Company shall have the right to
require such Person to pay to the Company the amount of any tax which the
Company is required to withhold with respect to such Shares, or, in lieu
thereof, to retain, or to sell without notice, a sufficient number of Shares to
cover the minimum amount required to be withheld.

     

    ARTICLE
VIII

    AMENDMENT
AND TERMINATION

     

    Section
8.1          Termination

     

    The Board
may suspend or terminate the Plan in whole or in part at any time prior to the
tenth anniversary of the Effective Date by giving written notice of such
suspension or termination to the Committee.  Unless sooner terminated,
the Plan shall terminate automatically on the tenth anniversary of the Effective
Date.  In the event of any suspension or termination of the Plan, all
Awards previously granted under the Plan that are outstanding on the date of
such suspension or termination of the Plan shall remain outstanding and
exercisable for the period and on the terms and conditions set forth in the
Award Agreements evidencing such Awards.

     

    Section
8.2          Amendment.

     

    The Board
may amend or revise the Plan in whole or in part at any time; provided, however,
that, to the extent required to comply with the Code or the corporate governance
standards imposed under the listing or trading requirements imposed by any
national securities exchange or automated quotation system on which the Company
lists or seeks to list or trade Shares, no such amendment or revision shall be
effective if it amends a material term of the Plan unless approved by the
holders of a majority of the votes cast on a proposal to approve such amendment
or revision.

     

    Section
8.3          Adjustments for
Changes in Capitalization.

     

    In the
event any recapitalization, forward or reverse split, reorganization, merger,
consolidation, spin-off, combination, exchange of Shares or other securities,
stock dividend or other special and nonrecurring dividend or distribution
(whether in the form of cash, securities or other property), liquidation,
dissolution, or other similar corporate transaction or event, affects the
Shares, then the Committee shall, in such manner as it may deem equitable in
order to prevent dilution or enlargement of rights, adjust any or all
of:

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (i)           the
number and kind of securities deemed to be available under Article III for
grants of Awards;

     

    (ii)           the
number and kind of securities that may be delivered or deliverable in respect of
outstanding Awards; and

     

    (iii)           the
Exercise Prices of outstanding Awards.

     

    In
addition, the Committee is authorized to make adjustments in the terms and
conditions of, and the criteria included in, Awards (including, without
limitation, cancellation of Awards in exchange for the in-the-money value, if
any, of the vested portion thereof, or substitution of Awards using stock of a
successor or other entity) in recognition of unusual or nonrecurring events
(including, without limitation, events described in the preceding sentence)
affecting the Company or any Affiliate or the financial statements of the
Company or any Affiliate, or in response to changes in applicable laws,
regulations, or accounting principles.

     

    ARTICLE
IX

    MISCELLANEOUS

     

    Section
9.1          Status as an
Employee Benefit Plan.

     

    This Plan
is not intended to satisfy the requirements for qualification under Section
401(a) of the Code or to satisfy the definitional requirements for an "employee
benefit plan" under Section 3(3) of the Employee Retirement Income Security Act
of 1974, as amended. It is intended to be a non-qualified incentive compensation
program that is exempt from the regulatory requirements of the Employee
Retirement Income Security Act of 1974, as amended. The Plan shall be construed
and administered so as to effectuate this intent.

     

    Section
9.2          No Right to
Continued Service

     

    Neither
the establishment of the Plan nor any provisions of the Plan nor any action of
the Board or Committee with respect to the Plan shall be held or construed to
confer upon any Participant any right to a continuation of his or her position
as a director, advisory director or employee of the Company.  The
Company reserves the right to remove any participating member of the Board or
dismiss any Participant or otherwise deal with any Participant to the same
extent as though the Plan had not been adopted.

     

    Section
9.3          Construction of
Language.

     

    Whenever
appropriate in the Plan, words used in the singular may be read in the plural,
words used in the plural may be read in the singular, and words importing the
masculine gender may be read as referring equally to the feminine or the neuter.
Any reference to an Article or Section number shall refer to an Article or
Section of this Plan unless otherwise indicated.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
9.4          Governing
Law.

     

    The Plan
shall be construed, administered and enforced according to the laws of the State
of Indiana without giving effect to the conflict of laws principles thereof,
except to the extent that such laws are preempted by federal law. The federal
and state courts located in the County or contiguous counties in which the
Company's headquarters are located shall have exclusive jurisdiction over any
claim, action, complaint or lawsuit brought under the terms of the Plan. By
accepting any Award granted under this Plan, the Participant, and any other
person claiming any rights under the Plan, agrees to submit himself, and any
such legal action as he shall bring under the Plan, to the sole jurisdiction of
such courts for the adjudication and resolution of any such
disputes.

     

    Section
9.5          Headings.

     

    The
headings of Articles and Sections are included solely for convenience of
reference.  If there is any conflict between such headings and the
text of the Plan, the text shall control.

     

    Section
9.6          Non-Alienation of
Benefits.

     

    The right
to receive a benefit under the Plan shall not be subject in any manner to
anticipation, alienation or assignment, nor shall such right be liable for or
subject to debts, contracts, liabilities, engagements or torts.

    


    Section
9.7          Notices.

     

    Any
communication required or permitted to be given under the Plan, including any
notice, direction, designation, comment, instruction, objection or waiver, shall
be in writing and shall be deemed to have been given at such time as it is
delivered personally or three (3) days after mailing if mailed, postage prepaid,
by registered or certified mail, return receipt requested, addressed to such
party at the address listed below, or at such other address as one such party
may by written notice specify to the other party:

     

    (a)           If
to the Committee:

     

    MutualFirst Financial,
Inc.

    110 E.
Charles Street

    Muncie,
Indiana  47305-2400

    Attention:  Corporate
Secretary

     

    (b)           If
to a Participant, to such person's address as shown in the Company's
records.

     

    Section
9.8          Approval of
Stockholders.

     

    The Plan
shall be subject to approval by the Company's stockholders within twelve (12)
months before or after the date the Board adopts the Plan.