LOAN
AGREEMENT

    


    THIS LOAN AGREEMENT (as
amended, restated or supplemented or otherwise modified from time to time,
hereinafter called the “Agreement”) made and
entered into this 21st day of
December, 2009, (“Effective Date”) by
and between MutualFirst Financial, Inc., a Maryland corporation, (hereinafter
called “Borrower”) and FIRST TENNESSEE BANK NATIONAL
ASSOCIATION, a national banking association having its principal office
located in Memphis, Tennessee (“Lender”).

    


    WITNESSETH:

    


    WHEREAS,
the Borrower has requested that Lender provide a loan in the amount of Ten
Million Dollars ($10,000,000.00) (“Loan”) and Lender has
agreed to make this Loan on the terms and conditions hereinafter set
forth;

    


    WHEREAS,
Borrower and Lender wish to enter into this Loan Agreement to set forth certain
terms of the Loan and to secure the Loan by a pledge of all of the capital stock
of MutualBank (the “Bank”) which
constitutes One Hundred percent (100%) of the outstanding shares of the Bank,
which is a wholly-owned subsidiary of Borrower.

    


    NOW,
THEREFORE, in consideration of the premises and the mutual agreements, covenants
and conditions herein contained, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto intending to be legally bound hereby agree as
follows:

    


    AGREEMENTS

    


    1.           AMOUNT AND TERMS OF
BORROWINGS.

     

    1.1         Defined
Terms.  Any capitalized term used but not defined in the body
of this Agreement shall have the meaning set forth on Appendix A attached
hereto and incorporated herein by reference.

     

    1.2         Loan.  Lender
hereby agrees to lend, and Borrower hereby agrees to borrow, upon the terms and
conditions set forth in this Agreement, the sum of up to Ten Million Dollars
($10,000,000.00), as the Loan, to be evidenced by a promissory note (the “Note”), as set forth
in Exhibit
A and included herein by reference.  The Loan shall bear
interest and be payable in accordance with the terms and provisions of the
Note.  The Loan shall expire and mature, and the outstanding principal
balance of the Loan and all accrued interest thereon shall be due and payable,
on the Maturity Date.

     

    1.3         Collateral.  All
indebtedness and obligations of Borrower to Lender under this Agreement shall be
secured by Lender’s lien and security interest in the Collateral.  The
pledging of such Collateral shall be evidenced by the Pledge
Agreement.  Borrower agrees that all of the rights of Lender with
regard to the Pledge Agreement set forth in this Agreement shall apply to any
modification of, or supplement to this Agreement.

     

    1.4         Fees.  A
loan origination fee in the amount of Ten Thousand Dollars ($10,000.00) shall be
paid by Borrower to Lender on or before the closing of this
Loan.


    
      
         


      

      
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    2.           USE OF
PROCEEDS.

     

    2.1         Use of Loan
Proceeds.  The proceeds of the Loan shall be used by the
Borrower for the sole purpose of repaying in full an existing term loan with
Bank of America that is secured by the capital stock of the Bank.

     

    3.           CONDITIONS TO LOAN
CLOSING.

     

    The obligation of Lender to extend any
loan or credit to Borrower under this Agreement or to make any Loan
disbursements is subject to the strict satisfaction of each of the following
conditions:

    


    3.1         No Defaults;
Certificate.  Borrower and the Bank shall be in full compliance
with all the terms and conditions of this Agreement, and no Event of Default,
nor any event which upon notice or lapse of time or both would constitute such
an Event of Default, shall have occurred.  At Lender’s request, Lender
shall have received from Borrower and the Bank a certificate, in form and
content reasonably acceptable to Lender dated as of and delivered on the date of
the Loan, certifying that (1) the representations and warranties set forth
herein, and the exhibits attached hereto, are accurate, true and correct on and
as of such date, (2) show that neither the transactions contemplated hereby or
by any other Loan Document will cause or result in any violation of (or creation
of any right in third parties under the provisions of) any laws restricting or
otherwise regulating the use, application or distribution of corporate funds and
assets, and (3) that no Event of Default nor any event which upon notice or
lapse of time or both would constitute such an Event of Default,
exists.

     

    3.2         Accuracy of Representations
and Warranties.  At the time of the initial Loan disbursement
and any subsequent Loan disbursement, the representations and warranties set
forth herein and in any other Loan Document shall be true and
correct.

     

    3.3         Corporate Action and
Authority.  The Borrower shall have delivered to Lender: (i) a
certificate from the Secretary of State of Maryland that Borrower is in good
standing and certificates from the Secretaries of State and of each other State
in which the Borrower owns any property, has stationed any employees or agents,
or otherwise conducts business, certifying the Borrower’s good standing as a
corporation in each such State; (ii) a copy of the Resolutions passed by the
Borrower’s and the Bank’s Boards of Directors authorizing the execution and
delivery of the performance of Borrower’s obligations under the Loan Documents
certified by the Secretary or Assistant Secretary to be true and correct; and
(iii) a certificate or certificates, dated as of and delivered on the date of
the execution of this Agreement and signed on behalf of the Borrower and the
Bank by the Secretary or Assistant Secretary, certifying the names of the
officers authorized to execute and deliver the Loan Documents on behalf of the
Borrower and the Bank, together with the original, not photocopied, signatures
of each officer.  Borrower shall also deliver the same items specified
in (i) above pertaining to the Bank from the appropriate regulatory
agency.

     

    3.4         Delivery of Note, Loan
Agreement, Pledge Agreement, and Stock Certificates.  At the
time of the extension of the Loan, Borrower shall have delivered the Loan
Documents.  The security interest in the Collateral shall be prior to
all other liens.


    
      
         


      

      
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    3.5         Proceedings.  The
Loan Documents, upon their execution, and all proceedings in connection with the
authorization, execution and delivery of and the performance of the obligations
under the Loan Documents shall be satisfactory in substance and form to
Lender.

     

    3.6         Payment of Fees and
Expenses.  Borrower shall have paid, at or prior to the date of
the extension of the Loan, all costs and expenses in accordance with Section
8.9, to the extent then determined by Lender.

     

    3.7         Other
Writings.  The Lender shall receive such other agreements,
instruments, documents, certificates, affidavits and other writings as Lender
may reasonably require.

     

    3.8         Opinion of
Counsel.  Borrower shall have delivered to Lender at Borrower’s
expense, favorable written opinions of counsel for Borrower dated as of and
delivered on the date of the extension of the Loan, in form and content
acceptable to Lender, as set forth in Exhibit
B.

     

    3.9         Financial
Statements.  Prior to any disbursement under the Loan, Borrower
shall have delivered to Lender, true and exact copies of the current financial
statements of the Borrower and the Bank, audit report and opinion
of  the Borrower’s independent accounting firm, with respect thereto
(it being understood that Lender is relying upon such audit report and opinion
in entering into this Loan Agreement) and the unaudited financial statements of
Borrower and Bank filed with the Office of Thrift Supervision (TFR and Schedule
HC) as of September 30, 2009.

     

    3.10       No Material Adverse
Change.  At the time the Loan is funded hereunder, there shall
have occurred, in the opinion of Lender, no material adverse changes in the
condition, financial or otherwise, of Borrower or Bank from that reflected in
the financial statements furnished pursuant to Section 3.9 hereof or furnished
to Lender from time to time hereafter as required herein.

     

    4.           REPRESENTATIONS AND
WARRANTIES.

     

    In order to induce the Lender to
enter into this Agreement and to make the Loan, the Borrower and the Bank
represent and warrant to the Lender (which representations and warranties shall
survive the delivery of the Loan Documents and the funding of the Loan)
that:

    


    4.1         Corporate
Status.  Borrower is a corporation duly organized and existing
under the laws of the State of Maryland, is duly qualified to do business and is
in good standing under the laws of other states where the Borrower does
business, if any, and has the corporate power and authority to own its
properties and assets and conduct its affairs and business.

     

    4.2         Corporate Power and
Authority.  Borrower has full power and authority to enter into
this Agreement, to borrow funds as contemplated herein, to execute and deliver
this Agreement, the Note and other Loan Documents executed and delivered by it,
and to incur the obligations provided for herein, all of which have been duly
authorized by all proper and necessary corporate action; and the officer
executing each of the Loan Documents is duly authorized to do so by all
necessary corporate action.  Any consents or approval of shareholders
or directors of Borrower, or any other party (including without limitation any
regulatory agency or authority) required as a condition to the execution,
delivery, or validity of any Loan Document have been obtained; and each of said
Loan Documents is the valid, legal, and binding obligation of Borrower
enforceable in accordance with its terms.


    
      
         


      

      
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    4.3         No Violation of Agreements
or Law.  Neither Borrower, Bank, nor any other Subsidiary of
Borrower is in default under any indenture, agreement or instrument to which it
is a party or by which it may be bound, nor in violation of any state or federal
statute, rule, ruling, or regulation governing its operations and the conduct of
its business, operations or financial condition of Borrower, Bank, or any other
Subsidiary.  Neither the execution and delivery of the Loan Documents
nor the consummation of the transactions herein contemplated, or compliance with
the provisions hereof will conflict with, or result in the breach of, or
constitute a default under, any indenture, agreement or other instrument to
which Borrower is a party or by which it may be bound, or result in the creation
or imposition of any lien, charge or encumbrance upon any of the property of
Borrower, or violate or be in conflict with any provision of the charter or
bylaws of Borrower, the Bank or any other Subsidiary.

     

    4.4         Compliance With Law;
Government Approvals.

     

    (a)           Borrower
has complied and is complying with all requirements, made all applications, and
submitted all reports required by Section 10(b)(2) of the Home Owners’ Loan Act,
as amended, and 12C.F.R. Section 584.1(a), as amended, and any regulations or
rulings issued in connection therewith, and the transaction contemplated hereby
will not violate any such statutes, rules, rulings, or regulations nor will the
consummation of said actions and transactions cause Borrower to be in violation
thereof.  Borrower has, if required, made all filings and received all
governmental or regulatory approvals necessary for the consummation of the
transactions described herein, including without limitation the approval of the
Office of Thrift Supervision of the United States Treasury
Department.

     

    (b)           Borrower
has complied and is complying with all other applicable state or federal
statutes, rules, rulings and regulations.  The borrowing of money and
said actions and transactions required hereunder will not violate any of such
statutes, rules, rulings, or regulations.

     

    4.5         Litigation.  There
are no actions, suits or proceedings pending or, to the knowledge of the
Borrower threatened against the Borrower, the Bank or any other Subsidiary
before any court, arbitrator or governmental or administrative body or agency
which, if adversely determined, would result in any material and adverse change
in the financial condition, business operation, or properties or assets of the
Borrower, the Bank, or any other Subsidiary except as set forth in Exhibit
C.

     

    4.6         Supervisory
Action.  Neither Borrower, the Bank, nor any other Subsidiary
is subject to any Supervisory Action by any federal or state bank regulatory
authority.


    
      
         


      

      
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    4.7         Financial
Condition.  The balance sheets and the related statements of
income of Borrower, the Bank, and the other Subsidiaries and the financial
reports of Borrower, the Bank, and the other Subsidiaries which will be
delivered to Lender pursuant to Section 3.9 hereof
are, or will be as of their respective dates and for the respective periods
stated therein, complete and correctly and fairly present the financial
condition of Borrower, the Bank, and the other Subsidiaries, and the results of
their operations, respectively, as of the dates and for the periods stated
therein, and have been, or will be as of their respective dates and for the
respective periods stated therein, prepared in accordance with generally
accepted accounting principles consistently applied throughout the period
involved and consistent with that of the preceding fiscal year or period, as the
case may be.  There are no liabilities of the Borrower, the Bank, or
any other Subsidiary not included in such financial statements.  There
has been no material adverse change in the business, properties or condition of
Borrower, the Bank, or the other Subsidiaries since the date of the financial
statement furnished to Lender pursuant to Section 3.9
hereof.

     

    4.8         Tax
Liability.  Borrower, the Bank, and the other Subsidiaries have
filed all federal, state and other tax returns, which are required to be filed
by them, and have paid all taxes which have become due pursuant to such returns
or pursuant to any assessments received by Borrower, the Bank, and the other
Subsidiaries.

     

    4.9         Subsidiaries.  Borrower
has no Subsidiaries and owns stock in no corporation or banking association
other than the Subsidiaries listed in Exhibit
D.

     

    4.10       Bank
Stock.  The common stock of the Bank owned by Borrower or any
other Subsidiary of Borrower is duly authorized and validly issued by the Bank
or other Subsidiary.  The total number of shares of common stock of
the Bank and each other Subsidiary issued and outstanding as of the date
hereof  are all owned by Borrower, the Bank or other Subsidiaries of
Borrower.  Except as set forth on Exhibit
E, the stock of the Bank and each other Subsidiary is free and clear of
all liens, encumbrances, security interests; said common stock is fully paid and
non-assessable. There are no outstanding warrants or options to acquire any
common stock of the Bank and any other Subsidiary.  There are no
outstanding securities convertible or exchangeable into shares of common stock
of any Subsidiary; and there are no restrictions on the transfer or pledge of
any shares of common stock of any Subsidiary, except as set forth on Exhibit
E.  Borrower has the right to pledge and transfer the
Collateral and assign the income therefrom without obtaining the consent of any
other person or authority except as set forth on Exhibit
E; and the Pledge Agreement creates for the benefit of Lender a first
lien security interest in the Collateral subject to no other interests or
claims.

     

    4.11       Liens.  There
are no liens or any assets of the Borrower, the Bank or any other Subsidiaries
other than as set forth in Exhibit
E.  The Borrower will not incur any additional debt or allow
any additional lien to be placed on the Collateral without the written consent
of the Lender.  Neither the Bank nor any other Subsidiary shall incur
any debt or allow any lien to be placed on any asset, other than in the ordinary
course of business, without the written consent of Lender.

     

    4.12       Options, Warrants, Etc.
Related to Shares.  Except as set forth in Exhibit
F, there are no options, warrants or other rights agreements or
commitments (including conversion rights and preemptive rights) obligating the
Bank to issue, sell, purchase or redeem shares of the Bank or securities
convertible to such shares.


    
      
         


      

      
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    4.13       Environmental
Laws.

     

    (a)           The
Borrower and each of its Subsidiaries have obtained all permits, licenses, and
other authorizations which are required under all Environmental Laws and are in
compliance in all respects with all applicable Environmental Laws.

     

    (b)           On
or prior to the date hereof, no notice, demand, request for information,
citation, summons, or order has been issued, no complaint has been filed, no
penalty has been assessed, and no investigation or review is pending or, to the
best of the knowledge of the Borrower, threatened by any governmental or other
Person with respect to any alleged or suspected failure by the Borrower or any
of its Subsidiaries to comply in any material respect with any Environmental
Laws.

     

    (c)           There
are no material Liens arising under or pursuant to any Environmental Laws on any
of the property owned or leased by the Borrower or any of its
Subsidiaries.

     

    (d)           There
are no conditions existing currently or anticipated to exist during the term of
this Agreement which would subject the Borrower or any of its Subsidiaries or
any of their property to any material Lien, damages, penalties, injunctive
relief, or cleanup costs under any Environmental Laws or which require or are
likely to require cleanup, removal, remedial action, or other responses by the
Borrower and its Subsidiaries pursuant to Environmental Laws.

     

    4.14       Disclosure.  The
Borrower has disclosed to the Lender (i) all agreements, instruments and
corporate or other restrictions to which it, Bank or any of the other
Subsidiaries is subject, the termination of which could reasonably be expected
to result in a material and adverse change in the financial condition, business
operation, or properties or assets of the Borrower, the Bank  or any
of the other Subsidiaries and (ii) all matters known to it that, individually or
in the aggregate, could reasonably be expected to result in a material and
adverse change in the financial condition, business operation, or properties or
assets of the Borrower, the Bank or any of the other Subsidiaries.  No
report, financial statement, certificate or other information furnished (whether
in writing or orally) by or on behalf of the Borrower to Lender in connection
with the transactions contemplated hereby and the negotiation of this Agreement
or delivered hereunder or under any other Loan Document (in each case as
modified or supplemented by other information so furnished) contains any
material misstatement of fact or omits to state any material fact necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading; provided that, with
respect to projected financial information, the Borrower represents only that
such information was prepared in good faith based upon assumptions believed to
be reasonable at the time.

     

    5.           AFFIRMATIVE
COVENANTS.

     

    Borrower and the Bank covenant and
agree that, until the Note together with interest thereon is paid in full,
unless specifically waived by the Lender in writing, Borrower and the Bank will,
or will cause the Subsidiaries to:

    


    5.1         Business and Existence;
Compliance with Laws.  Perform all things necessary to preserve
and keep in full force and effect the existence, rights and franchises of
Borrower, the Bank and the other Subsidiaries and to comply with and cause the
Bank and the other Subsidiaries to comply with all laws and regulations
applicable to Borrower, the Bank, and each other Subsidiary, including, but not
limited to, laws, rules and regulations of state and federal authorities
applicable to banks and bank holding companies.


    
      
         


      

      
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    5.2         Maintain
Property.  Maintain, preserve, and protect all properties used
or useful in the conduct of Borrower’s, the Bank’s, and each other Subsidiary’s
business and keep the same in good repair, working order and
condition.

     

    5.3         Insurance.  At
all times keep the insurable properties of Borrower, the Bank, and each other
Subsidiary adequately insured and maintain in force (i) insurance, to such an
extent and against such risks, including fire and theft, as is customary with
companies in the same or similar business, (ii) necessary workmen’s compensation
insurance, fidelity bonds and directors’ and officers’ insurance coverage in
amounts satisfactory to Lender, and (iii) such other insurance as may be
required by law; and if required by Lender, deliver to the Lender a copy of the
bonds and policies providing such coverage and a certificate of Borrower’s, the
Bank’s, or each other Subsidiary’s chief executive officer, as the case may be,
setting forth the nature of the risks covered by such insurance, the amount
carried with respect to each risk, and the name of the insurer.

     

    5.4         Taxes and
Liens.  Pay and discharge promptly all taxes, assessments, and
governmental charges or levies imposed upon Borrower, the Bank, or each other
Subsidiary or upon any of their respective income and profits, or their
properties, real, personal or mixed, or any part thereof, before the same shall
become delinquent; provided, however, that Borrower, the Bank, and each other
Subsidiary shall not be required to pay and discharge or to cause to be paid and
discharged any such tax, assessment, charge, levy or claim so long as the amount
or validity thereof shall be contested in good faith by appropriate proceedings
and provided that procedures satisfactory to Lender are carried out to prevent
foreclosure of any lien therefrom.

     

    5.5         Financial Reports and
ERISA.

     

    (a)           Furnish
to Lender as soon as available and in any event within one hundred and twenty
(120) days after the end of each calendar year, (1) consolidated and
consolidating balance sheets of Borrower, the Bank, and each other Subsidiary,
as of the end of such year and consolidated and consolidating statements of
income of Borrower, the Bank, and each other Subsidiary for the year then ended,
together with the audit report and opinion of independent Certified Public
Accountants acceptable to the Lender with respect thereto, such audit report and
opinion shall contain no exceptions or qualifications unacceptable to Lender;
(2) promptly upon receipt, copies of all management letters and other
assessments and recommendations, formal or informal, submitted by the Certified
Public Accountants to Borrower or each Subsidiary; (3) a copy of Borrower’s TFR
Schedule HC financial statement(s) and (4) a copy of Borrower’s Annual Report
promptly upon the filing of the same with the Office of Thrift Supervision; and
(5) a copy of the Bank’s Thrift Financial Report promptly upon the filing with
the appropriate regulatory agency.


    
      
         


      

      
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    (b)           Upon
senior management of the Borrower obtaining knowledge thereof, the Borrower will
give written notice to the Lender promptly (and in any event within five (5)
business days), of:  (1) any event or condition, including, but not
limited to, any Reportable Event, that constitutes, or might reasonably lead to,
an ERISA Event; (2) with respect to any Multiemployer Plan, the receipt of
notice as prescribed in ERISA or otherwise of any withdrawal liability assessed
against the Borrower or any of its ERISA Affiliates, or of a determination that
any Multiemployer Plan is in reorganization or insolvent (both within the mean
of Title IV of ERISA); (3) the failure to make full payment on or before the due
date (including extensions) thereof of all amounts which the Borrower, the Bank,
or any other Subsidiary or any ERISA Affiliate is required to contribute to each
Plan pursuant to its terms and as required to meet the minimum funding standard
set forth in ERISA and the Code with respect thereto; or (4) any change in the
funding status of any Plan that could have a material adverse effect, together
with a description of any such event or condition or a copy of any such notice
and a statement by the chief financial officer of the Borrower briefly setting
forth the details regarding such event, condition, or notice, and the action, if
any, which has been or is being taken or is proposed to be taken by the Borrower
with respect thereto.  Promptly upon request, the Borrower shall
furnish the Lender and the Lenders with such additional information concerning
any Plan as may be reasonably requested, including, but not limited to, copies
of each annual report/return (Form 5500 series), as well as all schedules and
attachments thereto required to be filed with the Department of Labor and/or the
Internal Revenue Service pursuant to ERISA and the Code, respectively, for each
“plan year” (within the meaning of Section 3(39) of ERISA).

     

    (c)           Promptly
upon the transmission thereof, copies of all material financial statements,
proxy statements, notices, reports and other communications sent by the Borrower
or any other Subsidiary to the shareholders of the Borrower and any other such
communications as may be requested by Lender and copies of any and all regular
or periodic reports, registration statements, prospectuses or other written
communications that the Borrower or the Bank or any other Subsidiary is or may
be required to file with the Securities and Exchange Commission or any
governmental department, bureau, commission or agency succeeding to the
functions of the Securities and Exchange Commission if any.

     

    (d)           With
reasonable promptness, such other financial information for the Borrower or the
Bank or any other Subsidiary as Lender may reasonably request.

     

    5.6         Regulatory
Examinations.  (a)  Promptly notify Lender of every
examination by, or any material correspondence, report, memoranda or other
written communication from or with, any federal or state regulatory body or
authority, with respect to the properties, loans, operations and/or condition of
Borrower, the Bank, or any other Subsidiary, and of the receipt by Borrower, the
Bank, or any other Subsidiary of every examination or other report prepared by
such body or authority with respect thereto; and (b) if required by Lender,
fully and completely assist and cooperate with Lender in requesting approval by
such regulatory body or authority of the furnishing to Lender of any such
report, and furnish such report to Lender if such approval is given; provided,
however, that Lender shall take such steps as may be necessary to assure that
all such reports shall remain confidential and shall be used by Lender solely in
connection with the administration of the Loan in accordance with the provisions
of this Agreement.

     

    5.7         Additional
Information.  Furnish such other information regarding the
operations, business affairs and financial condition of Borrower, the Bank, and
each other Subsidiary as Lender may from time to time reasonably request,
including but not limited to true and exact copies of any monthly management
reports to their respective directors, their respective tax returns, and all
information furnished to shareholders, or any governmental authority, including
the results of any stock valuation performed.


    
      
         


      

      
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    5.8         Right of
Inspection.  Except to the extent, if any, prohibited by
applicable law, permit any person designated by Lender, to inspect any of the
properties, books and financial and other reports and records of Borrower, the
Bank, and each other Subsidiary, including, but not limited to, all
documentation and records pertaining to the Bank’s loans, investments and
deposits; and to discuss their affairs; finances and accounts with Borrower’s,
the Bank’s, and each other Subsidiary’s principal officers, at all such
reasonable times and as often as Lender may reasonable request; provided,
however, prior to occurrence of an Event of Default, such inspections shall
occur no more frequently than once per calendar quarter; provided, further, that
Lender shall, and shall cause each person designated by Lender to conduct such
inspections to, take such steps as may be reasonably necessary to assure that
all such inspections, together with information resulting therefrom, shall
remain confidential and shall be used by Lender and such persons solely in
connection with the administration of the Loan in accordance with the provisions
of this Agreement.  If required by Lender, Borrower will pay Lender
loan fees in an amount determined by Lender to be necessary to cover the costs
of such inspections, including a reasonable allowance for Lender’s overhead as
well as out-of-pocket expenses in connection with such inspection.

     

    5.9         Notice of
Default.  At the time of Borrower’s first knowledge or notice,
furnish the Lender with written notice or the occurrence of any event or the
existence of any condition which constitutes or upon written notice or lapse of
time or both would constitute an Event of Default under the terms of this Loan
Agreement or other Loan Documents or an event of default or default under any
other loan documents for any other loan to the Borrower, the Bank, or any other
Subsidiary.

     

    5.10       Notice of
Litigation.  Borrower shall notify Lender of any actions, suits
or proceedings instituted by any person against the Borrower, the Bank or other
Subsidiary claiming money damages or other monetary liability in an amount of
Five Hundred Thousand Dollars ($500,000) or more, said notice to be given within
ten days of the first notice to Borrower or other party of the institution of
such action, suit or proceeding and to specify the amount of damages being
claimed or other relief being sought, the nature of the claim, the person
instituting the action, suit or proceeding, and any other significant features
of the claim.

     

    5.11       Perfection of Security
Interest.  The Borrower or other Subsidiary shall perform such
acts as may be necessary, in the reasonable judgment of Lender, now or in the
future, to perfect or continue perfection of the security interests granted to
Lender, or otherwise provided for, under any and all Loan
Documents.

     

    5.12       Dividends to Borrower from
the Bank.  Borrower shall cause the Bank and other Subsidiary
to pay dividends or otherwise make such cash contributions at such times and in
such amounts, as is necessary to enable Borrower to meet all of its obligations
under the Loan Documents on a timely basis, including the payment, when due, of
each installment of interest and the payment of principal on the Loan to the
extent permitted by law including applicable bank regulatory agency rules and
regulations. Without limiting the generality of the foregoing, should any
prepayment, accelerated payment or other payment ever be due with respect to the
Loan, Borrower shall cause the Bank and other Subsidiary to pay dividends or
otherwise make such additional distributions to the Borrower as necessary to
enable the Borrower to make such prepayment, accelerated payment or other
payment, to the extent permitted by law including applicable bank regulatory
agency rules and regulations.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    5.13       Capital Ratio/Equity Capital
Adequacy.

     

    (a)           Borrower
and Bank shall maintain at all times a “Well Capitalized” rating as required by
any applicable regulatory authority as such requirement may be revised from time
to time.

     

    (b)           Bank
shall maintain as of each Covenant Compliance Date a Tier 1 Leverage Ratio of
not less than Eight and One Half Percent (8.50%).

     

    (c)           Bank
shall maintain as of each Covenant Compliance Date a Risk-Based Capital Ratio of
not less than Eleven and One Half Percent (11.50%).

     

    5.14       Minimum
Liquidity.  With respect to Borrower, maintain a minimum
balance of cash in the amount of One Million Dollars ($1,000,000) at the end of
each calendar quarter.

     

    5.15       THIS
SECTION LEFT INTENTIONALLY BLANK.

     

    5.16       THIS
SECTION LEFT INTENTIONALLY BLANK.

     

    5.17       Non-Performing Asset
Ratio.  The Non-Performing Asset Ratio of the Bank as of each
Covenant Compliance Date shall not exceed Three and one-quarter percent (3.25%)
of the Bank’s total assets as of December 31, 2009; Three percent (3.00%) of the
Bank’s total assets as of March 31, 2010 and June 30, 2010; Two and
three-quarter percent (2.75%) of the Bank’s total assets as of September 30,
2010 and December 31, 2010; Two and one-half percent (2.50%) of the Bank’s total
assets as of March 31, 2011 and each calendar quarter thereafter.

     

    5.18       Return on Average
Assets.  Bank shall maintain an annualized return on Average
Assets of at least forty one hundredths of one percent (0.40%) as reported
quarterly on an annualized basis for the quarters ending through and including
December 31, 2010 and at least fifty one hundredths of one percent (.50%) as
reported quarterly on an annualized basis for periods ending after December 31,
2010.  For purposes of this covenant “total average assets” shall be
deemed to mean the year-to-date average of total assets of Bank.

     

    5.19       Loan Loss
Reserves.  With respect to the Bank, maintain at all times loan
loss reserves in amounts deemed adequate by all federal and state regulatory
authorities.

     

    5.20       Compliance
Certificate.  Furnish Lender a Certificate of Compliance duly
certified by the Chief Executive Officer, Chief Financial Officer or Chief
Operating Officer of Borrower within forty-five (45) days after the end of each
calendar quarter stating that Borrower and each Bank Subsidiary and the Borrower
and all Subsidiaries, as applicable, are in compliance with all terms, covenants
and conditions of this Loan Agreement and all related Loan Documents, including,
but not limited to, Sections 5.1 – 5.19 of this Agreement.  Such
Certificate of Compliance shall be as set forth in Exhibit
H and otherwise be in form and substance satisfactory to
Lender.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    6.           NEGATIVE
COVENANTS.

     

    Borrower covenants and agrees with
Lender that Borrower shall comply and cause the Bank and other Subsidiaries to
comply with the following negative covenants unless the prior written consent of
Lender shall be obtained, so long as Borrower may borrow under this Agreement or
so long as any indebtedness remains outstanding under the Loan Documents, and,
in addition, the Bank covenants and agrees to comply with the following as and
to the extent such provisions apply to the Bank:

    


    6.1         Indebtedness.  Neither
Borrower nor the Bank shall create, incur, assume or suffer to exist,
contingently or otherwise, any indebtedness, except for the following
indebtedness:

     

    (a)           The
indebtedness of Borrower under the Loan;

     

    (b)           Indebtedness
owed by the Borrower to the Bank or any other Subsidiary;

     

    (c)           Debt
for operating expenses or otherwise incurred by the Bank or any other Subsidiary
in the ordinary course of business;

     

    (d)           Indebtedness
as set forth in Exhibit
G;

     

    (e)           Obligations
(contingent or otherwise) existing or arising under any Swap Contract approved
in advance by Lender; and

     

    (f)           Additional
indebtedness not to exceed One Million Dollars ($1,000,000) in the
aggregate.

     

    6.2         Merger, Dissolution,
Acquisition of Assets.  Borrower shall not enter into, or
permit the Bank or any other Subsidiary to enter into, any transaction of merger
or consolidation, or any reorganization, reclassification of stock, readjustment
or change in capital structure; or acquire, or permit any Subsidiary to acquire,
all of the stock, or other ownership interest, property or assets of any other
person, corporation, partnership or other entity.

     

    6.3         Subsidiaries.  Borrower
shall not create, establish or acquire Subsidiaries or acquire or own stock or
any other interest in any bank other than the Bank, or permit the creation,
establishment or acquisition of any such Subsidiaries by any other
Subsidiary.

     

    6.4         Sale of Stock, Merger, or
Asset Disposition.

     

    (a)           Borrower
shall not sell, transfer, pledge, assign, or otherwise dispose of, or otherwise
encumber, any of the Borrower’s stock of the Bank or the Borrower’s or the
Bank’s or any other Subsidiary’s common Capital Stock in any the Subsidiary nor
permit the Bank or any other Subsidiary to issue additional shares of stock or
rights, options or securities convertible into Capital Stock of the Bank or any
other Subsidiary.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

    (b)           The
Borrower will not, nor will it permit any of its Subsidiaries to, make any Asset
Disposition except in the ordinary course of business.

     

    6.5         Dividends, Redemptions and
Other Payments.  Borrower shall not declare or pay any
dividends on the stock of Borrower or redeem any stock of Borrower if an Event
of Default has occurred and is continuing under this Agreement or allow the
payment of such a dividend that would create an Event of Default. The payment of
any dividend or the redemption of any stock not otherwise prohibited shall in
all respects comply with the rules and regulations of the Federal Reserve
Board.

     

    6.6         Capital
Expenditures.  Borrower shall not make or become committed to
make, or permit any Subsidiary to make or to become committed to make, directly
or indirectly, during any calendar year, capital expenditures which for Borrower
and the Subsidiary exceed amounts deemed acceptable to applicable regulatory
authorities.

     

    6.7         Relocation.  The
Borrower shall not cause or permit Borrower or any Subsidiary to relocate their
principal office, principal banking office, principal registered office or
approved charter location without the written consent of Lender.

     

    6.8         Transactions with
Affiliates.  The Borrower shall not, nor will it permit any of
its Subsidiaries to, enter into or permit to exist any transaction or series of
transactions with any officer, director, shareholder, Subsidiary or Affiliate of
such person or entity other than (a) normal compensation and reimbursement of
expenses of officers and directors and (b) except as otherwise specifically
limited in this Agreement, other transactions which satisfy the applicable
requirements under Section 23A of the Federal Reserve Act, 12 USC §371c and
Section 23B of the Federal Reserve Act, 12 USC §371c-1.  For purposes
of this Agreement, the term affiliates shall have the same meaning as set forth
in applicable bank regulations.

     

    6.9         Charter or By-Law
Amendments.  Neither Borrower, Bank nor any other Subsidiary
shall adopt, amend or enter into, as applicable, any charter, articles of
incorporation, bylaws (or any amendments thereto) or other provisions or
agreements that would affect in any way the rights, obligations and/or
preferences of the Collateral.

     

    6.10       No
Defaults.  Borrower shall not permit or suffer the occurrence
of any event nor allow any Subsidiary or other Affiliate to knowingly permit or
suffer the occurrence of any event which constitutes an event of default under
any indenture or loan agreement or otherwise with respect to any indebtedness of
the Borrower, the Bank, or any other Subsidiary.

     

    7.           DEFAULT AND
REMEDIES.

     

    7.1         Events of
Default.  Any one or more of the following events shall
constitute an Event of Default under the terms of this Agreement and the other
Loan Documents:

     

    (a)           Default
in the payment when due and payable any payment of the principal or interest on
the Note or any other fees or payments due under the Note, this Agreement or
other Loan Documents.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    

     

    (b)          Default
in compliance with or in the performance or observance of any term, covenant,
obligation, condition, or agreement in this Agreement or any other Loan
Document.

     

    (c)          If
any representation, warranty or any other statement made or deemed to be made by
the Borrower herein, in any other Loan Document, or in any writing, certificate,
or report or statement at any time furnished to Lender pursuant to or in
connection with this Agreement shall to be false or misleading in any material
respect, either now or at the time made or furnished or becomes false or
misleading at any time thereafter.

     

    (d)          Borrower,
the Bank or any other Subsidiary shall fail to pay when due and before the
expiration of any grace period, any debt for borrowed money which it is
primarily obligated to pay as borrower, or in any other capacity, whether such
debt shall have become due because of acceleration of maturity or otherwise,
other than debt created by this Agreement.

     

    (e)          An
event occurs which constitutes an event of default as defined in the Note or any
other Loan Document; or an event occurs which constitutes an event of default
(following the expiration of applicable grace, notice or cure periods) under any
present or future loan agreement between Lender and Borrower for any other
loan.

     

    (f)          The
Borrower, the Bank, or any other Subsidiary shall

     

    
      	
               
      

            	
              (i)

            	
              be
      unable or admits in writing its inability to pay its debts as they become
      due; or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              file
      a petition in bankruptcy or for reorganization or for the adoption of an
      arrangement under the Bankruptcy Act as now or in the future amended, or
      file a pleading asking such relief, or have or suffer to be filed an
      involuntary petition in bankruptcy against it which is not contested and
      discharged within sixty (60) days;
or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              make
      an assignment for the benefit of creditors generally;
  or

            


    

     

    
      	
               
      

            	
              (iv)

            	
              consent
      to the appointment of a trustee, custodian, or receiver for all or a major
      portion of its property; or

            


    

     

    
      	
               
      

            	
              (v)

            	
              be
      adjudicated a bankrupt or insolvent under any federal or state law;
      or

            


    

     

    
      	
               
      

            	
              (vi)

            	
              suffer
      the entry of a court order under any federal or state law appointing a
      receiver, custodian, or trustee for all or a major part of its property or
      ordering the winding up or liquidation of its affairs, or approving a
      petition filed against it under the Bankruptcy Act, as now or in the
      future amended; or

            


    


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (vii)

            	
              suffer
      the entry of a final judgment for the payment of money in excess of
      $500,000 and the same shall not be discharged or provision made for its
      discharge within 45 days from the date of entry thereof or an appeal or
      other appropriate proceeding for review thereof shall not be taken within
      said period and a stay of execution pending such appeal shall not be
      obtained; or

            


    

     

    
      	
               
      

            	
              (viii)

            	
              suffer
      a writ or warrant of attachment or any similar process to be issued by any
      court against all or any substantial portion of its
    property.

            


    

     

    (g)          The
issuance of any letter agreement, memorandum of understanding, cease and desist
order, injunction, directive, or restraining order or notice of changes under 12
USC §1818 against the Borrower, the Bank or other Subsidiaries or the
Borrower’s, the Bank’s or the other Subsidiaries’ directors, whether temporary
or permanent, by or at the request of any bank regulatory agency;
or

     

    (h)          The
failure of the Borrower, the Bank, or any other Subsidiary, or the Borrower’s,
the Bank’s, or any other Subsidiary’s directors to comply with the terms of any
memorandum of understanding or letter agreement with any bank regulatory agency,
including but not limited to any applicable state bank regulatory agency,
Federal Deposit Insurance Corporation, the Office of the Comptroller of the
Currency, the Office of Thrift Supervision, and the Board of Governors of the
Federal Reserve System and such failure has not been fully corrected within
thirty (30) business days of the Borrower’s or the Bank’s awareness of its
failure to comply.

     

    7.2         Cure
Provisions.  In any Event of Default, other than a default in
payment, is curable and if Borrower has not been given a notice of a breach in
the same provision of the Note within the preceding twelve (12) months, it may
be cured if Borrower, after receiving written notice from Lender demanding cure
of such default:  (1) cures the default within fifteen (15) days; or
(2) if the cure requires more than fifteen (15) days, immediately initiates
steps which Lender deems in Lender’s sole discretion to be sufficient to cure
the default and thereafter continues and completes all reasonable and necessary
steps sufficient to product compliance as soon as reasonably
practical.

     

    7.3         Remedies on
Default.  Upon the occurrence of an Event of Default, Lender
may (i) terminate all obligations of Lender to Borrower, the Bank, or any other
Subsidiary including, without limitation, all obligations to lend money to
Borrower under this Agreement, (ii) declare the Note immediately due and
payable, without presentment, demand, protest, notice of intent to accelerate
and notice of acceleration of the maturity date of this Note, or any other
notice of any kind, all of which are expressly waived, (iii) declare immediately
due and payable from Borrower the expenses set forth in Section 8.14 hereof,
and (iv) pursue any remedy available to it under this Agreement, the Note, the
Pledge Agreement or any other Loan Document, or available at law or in equity,
concurrently or subsequently, in such order as the Lender may elect, all of
which remedies shall be cumulative.


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    7.4         Liens; Setoff by
Lender.  Borrower and the Bank hereby grants to Lender a
continuing lien for all indebtedness of Borrower, the Bank, or the other
Subsidiaries to Lender upon any and all of its monies, securities and other
property and the proceeds thereof, now or hereafter held or received by or in
transit to Lender from or for Borrower, the Bank, or the other Subsidiaries, and
also upon any and all deposits (general or special, matured or unmatured) and
credits of Borrower, the Bank, or the other Subsidiaries against Lender at any
time existing. Upon the occurrence of any Event of Default as specified above,
Lender is hereby authorized at any time and from time to time, without notice to
Borrower, the Bank, or the other Subsidiaries, to set off, appropriate, and
apply any and all items hereinabove referred to against any or all indebtedness
of Borrower, the Bank, or the other Subsidiaries to Lender, whether under this
Agreement, or otherwise, whether now existing or hereafter
arising.  Lender shall give written notice to Borrower of such setoff
appropriation or application after such setoff, appropriation or application
occurs.

     

    8.           MISCELLANEOUS.

     

    8.1         No
Waiver.  No delay or failure on the part of Lender or on the
part of any holder of the Note in the exercise of any right, power or privilege
granted under this Agreement, or under any other Loan Document, or available at
law or in equity, shall impair any such right, power or privilege or be
construed as a waiver of any Event of Default or any acquiescence therein. No
single or partial exercise of any such right, power or privilege shall preclude
the further exercise of such right, power or privilege. No waiver shall be valid
against Lender unless made in writing and signed by Lender, and then only to the
extent expressly specified therein.

     

    8.2         Notices.  All
notices and communications provided for hereunder shall be in writing, delivered
by hand or sent by first-class, registered or certified mail, postage prepaid,
or express courier to the following addresses:

    


    
      
        	
                (1)

              	
                If
      to Lender:

              	
                First
      Tennessee Bank National Association

              
	 
      	 
      	
                845
      Crossover Lane, Suite 150

              
	 
      	 
      	
                Memphis,
      Tennessee  38117

              
	 
      	 
      	
                Attention:  Financial
      Institutions Division

              
	 
      	 
      	 
      
	
                (2)

              	
                If
      to Borrower:

              	
                MutualFirst
      Financial Inc.

              
	 
      	 
      	
                110
      E. Charles Street

              
	 
      	 
      	
                Muncie,
      Indiana  47305

              
	 
      	 
      	
                Attention:  Tim
      McArdle

              


      

    

    


    Any party
hereto may change its address for notice purposes by notice to the other parties
in the manner provided herein. Notice shall be deemed given when hand delivered
or first class, certified or registered mail, postage prepaid, or when delivered
by express courier.

    


    8.3         Governing
Law.  This Agreement and all other Loan Documents shall be
governed by and interpreted in accordance with the laws of the State of
Tennessee except with respect to interest which shall be governed by and
construed in accordance with applicable Federal laws in effect from time to
time.

     

    8.4         Survival of Representations
and Warranties.  All representations, warranties and covenants
contained herein or made by or furnished on behalf of Borrower, the Bank, or the
other Subsidiaries in connection herewith shall survive the execution and
delivery of this Agreement and all other Loan Documents and the extension or
funding of the loan hereunder.


    
      
         


      

      
        15

        
          

        

      

      
         


      

    

     

    8.5         Descriptive
Headings.  The descriptive headings of the several sections of
this Agreement are inserted for convenience only and do not constitute a part of
this Agreement.

     

    8.6         Severability.  If
any part of any provision contained in this Agreement or in any other Loan
Document shall be invalid or unenforceable under applicable law, said part shall
be ineffective to the extent of such invalidity only, without in any way
affecting the remaining parts of said provision or the remaining
provisions.

     

    8.7         Time is of the
Essence.  Time is of the essence in interpreting and performing
this Agreement and all other Loan Documents.

     

    8.8         Counterparts.  This
Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original and all of which, taken together, shall constitute one
and the same instrument.

     

    8.9         Payment of
Costs.  Borrower shall pay, promptly demand by Lender, all
reasonable costs, expenses, taxes and fees incurred by Lender in connection with
the preparation, execution and delivery of this Agreement and all other Loan
Documents and the recording and filing and rerecording and refiling thereof,
including, without limitation, the reasonable costs and professional fees of
counsel for Lender, any and all transfer, mortgage or other taxes and all
recording costs that may be payable.  In the future, Borrower shall
pay promptly following written demand by the Lender, all such costs and expenses
determined to be payable, in connection therewith.

     

    8.10       Successors and
Assigns.  This Agreement shall bind and inure to the benefit of
Borrower and Lender, and their respective successors and assigns; provided,
however, Borrower, the Bank, and the other Subsidiaries shall not have any right
to assign their rights or obligations hereunder to any
person.  Notwithstanding anything in this Agreement to the contrary,
Lender shall have the right, but shall not be obligated, to sell participation
in the loan made pursuant hereto to other banks, financial institutions and
investors.

     

    8.11       Amendments; No Implied
Waiver.  This Agreement may be amended or modified, and
Borrower, the bank, and the other Subsidiaries may take any action herein
prohibited, or omit to perform any act herein required to be performed by it,
only if Borrower shall obtain the prior written consent of Lender to that
specific amendment, modification, action or omission to act, and no course of
dealing between Borrower, the Bank, or the other Subsidiaries and Lender shall
operate as a waiver of any right, power or privilege granted to Lender under
this Agreement or under any other Loan Document, or available to Lender at law
or in equity.

     

    8.12       Rights
Cumulative.  All rights, powers and privileges granted
hereunder shall be cumulative to and shall not be exclusive of any other rights,
powers and privileges granted by any other Loan Document or available at law or
in equity.


    
      
         


      

      
        16

        
          

        

      

      
         


      

    

    8.13           Indemnity.  Borrower,
the Bank, and the other Subsidiaries agree to protect, indemnify and save
harmless Lender, and all directors, officers, employees and agents of Lender,
from and against any and all (i) claims, demands and causes of action of any
nature whatsoever brought by any Person not a party to this Agreement and
arising from or related or incident to this Agreement or any other Loan
Document, including, without limitation, any liability under federal or state
securities laws arising out of Lender’s disposition of all or part of the
Collateral, (ii) costs and expenses incident to the defense of such claims,
demands and causes of action, including, without limitation, reasonable
attorneys’ fees, and (iii) liabilities, judgments, settlements, penalties and
assessments arising from such claims, demands and causes of action; provided,
however, that Borrower, the Bank, and the other Subsidiaries do not agree to
indemnify Lender against Lender’s own willful misconduct. The indemnity
contained in this section shall survive the termination of this
Agreement.

     

    8.14           Expenses.  Borrower
agrees to promptly reimburse Lender for (i) all costs and expenses of collection
of the Note, including reasonable attorneys’ fees, and (ii) all expenses
incurred by Lender in acting on behalf of Borrower, the Bank or the other
Subsidiaries in accordance with the terms of this Agreement or to maintain or
preserve the value of the Collateral, or Lender’s interest therein pursuant to
the Pledge Agreement, or any other Loan Document.  Such sums shall
include interest at the maximum rate allowed by law accruing from the date
Lender requests such reimbursement.

     

    8.15           Usury.  It
is the intent of the parties hereto not to violate any federal or state law,
rule or regulation pertaining either to usury or to the contracting for or
charging or collecting of interest, and Borrower, the Bank, and the other
Subsidiaries, and Lender agree that, should any provision of this Agreement, or
of the Note, or of any other Loan Document or any act performed hereunder or
thereunder, violate any such law, rule or regulation, then the excess of
interest contracted for or charged or collected over the maximum lawful rate of
interest shall be applied to the outstanding principal indebtedness due to
Lender by Borrower under this Agreement, and if the principal indebtedness has
been paid in full, any remaining excess shall forthwith be paid to
Borrower.

     

    8.16           Jurisdiction and
Venue.  Borrower, the Bank, and the other Subsidiaries, and
Lender agree, without power of revocation, that any civil suit or action brought
against them as a result of, or which relates to, any of their obligations under
this Agreement or under any other Loan Document may be brought against them,
jointly or singly, in the United States District Court for the Western District
of Tennessee, Eastern Division, and Borrower, the Bank, the other Subsidiaries,
and Lender irrevocably submit to the jurisdiction of such court and irrevocably
waive, to the fullest extent permitted by law, any objections that they may now
or hereafter have to the laying of the venue of such civil suit or action and
any claim that such civil suit or action has been brought in an inconvenient
forum, and Borrower, the Bank, and the other Subsidiaries, and Lender agree that
final judgment in any such civil suit or action shall be conclusive and binding
upon them and shall be enforceable against them by suit upon such judgment in
any court of competent jurisdiction.  Not withstanding anything to the
contrary in this Agreement or in related loan documents, the Jurisdiction and
Venue indicated by this Agreement shall supersede all other references to
Jurisdiction and/or Choice of Venue contained elsewhere in this Agreement, the
Promissory Note, and other related loan documents.


    
      
         


      

      
        17

        
          

        

      

      
         


      

    

    


     

    8.17           Construction.  Should
any provision of this Agreement require judicial interpretation, the parties
hereto agree that the court interpreting or construing the same shall not apply
a presumption that the terms hereof shall be more strictly construed against one
party by reason of the rule of construction that a document is to be more
strictly construed against the party who itself or through its agents prepared
the same, it being agreed that Borrower, Lender and their respective agents have
participated in the preparation hereof.

     

    8.18           Holidays.  In
any case where the date for any action required to be performed under this
Agreement or under any other Loan Document shall be, in the city where the
performance is to be made, a Saturday, a Sunday, a legal holiday or a day on
which banking institutions are authorized by law to close, then such performance
may be made on the next succeeding business day not a Saturday, a Sunday, a
legal holiday or a day on which banking institutions are authorized by law to
close.

     

    8.19           Entire
Agreement.  This Agreement and the other Loan Documents
executed and delivered contemporaneously herewith, together with the exhibits
attached hereto and thereto, constitute the entire understanding of the parties
with respect to the subject matter hereof, and any other prior or
contemporaneous agreements, whether written or oral, with respect thereto are
expressly superseded hereby. The execution of this Agreement and the other Loan
Documents by Borrower, the Bank, and the other Subsidiaries was not based upon
any facts or materials provided by Lender, nor was Borrower, the Bank, and the
other Subsidiaries induced to execute this Agreement or any other Loan Document
by any representation, statement or analysis made by Lender. In the event that
the provisions of this Loan Agreement shall conflict with provisions of any of
the other Loan Documents, the provisions of this Agreement shall
control.

     

      This written Loan Agreement
represents the final agreement between the parties and may not be contradicted
by evidence of prior, contemporaneous, or subsequent oral agreements of the
parties.  There are no unwritten oral agreements between the
parties.

    


    8.20           Consent.  Borrower,
the Bank, and the other Subsidiaries hereby represent and warrant that to the
best of Borrower’s knowledge there is no consent from any lender or creditor
needed to prevent Borrower, the Bank, or the other Subsidiaries from being in
default by Borrower executing the Note or Borrower, the Bank, and the other
Subsidiaries executing, this Loan Agreement or any other loan document
associated with this Loan.

     

    8.21           Waiver Of Right To Trial By
Jury.  EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY
RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (a)
ARISING UNDER THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT
EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR (b) IN ANY WAY CONNECTED WITH
OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM
WITH RESPECT TO THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT
EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO
OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING; AND EACH
PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF
ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO
THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH
ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER
OF THEIR RIGHT TO TRIAL BY JURY.


    
      
         


      

      
        18

        
          

        

      

      
         


      

    

     

    8.22           Further
Assurances.  Borrower agrees to furnish a current financial
statement upon the request of Lender from time to time, and further agrees to
execute and deliver all other instruments and take such other actions as Lender
may from time to time reasonably request in order to carry out the provisions
and intent hereof.

     

    8.23           Bank Joined As
Party.  The undersigned Bank is joining this Agreement as a
party hereto and hereby confirms the Bank’s obligations hereunder and the
agreements, covenants, representations, and warranties of the
Bank.  The Borrower and the Bank are executing this Agreement on
behalf of the other Subsidiaries as to the other Subsidiary’s obligations
hereunder and the agreements, covenants, representations, and warranties of the
other Subsidiaries.

     

    8.24           No Inference of Extension
Past Maturity Date.  Notwithstanding any other provision
herein, the terms, conditions, and requirements provided for herein that would,
by their express terms, be applicable to time periods after the Maturity Date of
the Note, are not to be interpreted as an inference that the Lender has agreed
to any extension, automatic or otherwise, to the extension of the Maturity
Date.  The Lender has not agreed and is under no obligation to extend
the Maturity Date of the Note.

     

    WITNESS the hand and seal of the
parties hereto through their duly authorized officers as of the date first above
written.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  	
                                                                          LENDER:

                                                                        	 
      	
                                                                          BORROWER:

                                                                        
	 
      	 
      	 
      
	
                                                                          FIRST
      TENNESSEE BANK NATIONAL

                                                                        	 
      	
                                                                          MUTUALFIRST
      FINANCIAL INC.

                                                                        
	
                                                                          ASSOCIATION

                                                                        	 
      	 
      
	
                                                                          By:

                                                                        	 
      	 
      	
                                                                          By:

                                                                        	 
      
	     	 	 	 	 
      
	
                                                                          Printed Name: 
      

                                                                        	   
      	 
      	
                                                                          Printed Name:

                                                                        	 
      
	

                                                                          Title: 
      

                                                                        	
                                                                           

                                                                        	 
      	

                                                                          Title:

                                                                        	 
	 
      	 
      	 
      
	 
      	 
      	
                                                                          BANK:

                                                                        
	 
      	 
      	 
      
	 
      	 
      	
                                                                          MUTUALBANK

                                                                        
	 
      	 
      	 
      
	 
      	 
      	
                                                                          By:

                                                                        	 
      
	 
      	 
      	

                                                                          Printed Name:

                                                                        	 	 
	 
      	 
      	

                                                                          Title:

                                                                        	 



                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        19

        
          

        

      

      
         


      

    


    LIST
OF EXHIBITS

    


    
      
        
          	
                  EXHIBIT
      A (Section 1.2)

                	 	
                  NOTE

                   

                
	
                  EXHIBIT
      B (Section 3.8)

                	 	
                  BORROWER’S
      COUNSEL’S OPINION

                   

                
	
                  EXHIBIT
      C (Section 4.5)

                	 	
                  ACTIONS,
      SUITS, OR OTHER PROCEEDINGS PENDING OR THREATENED AGAINST OR AFFECTING
      BORROWER OR ANY SUBSIDIARY

                   

                
	
                  EXHIBIT
      D (Sections 4.9)

                	 	
                  SUBSIDIARIES
      OF BORROWER

                   

                
	
                  EXHIBIT
      E (Sections 4.10 and 4.11)

                	 	
                  LIENS

                   

                
	
                  EXHIBIT
      F (Section 4.12)

                	 	
                  OPTIONS,
      WARRANTS OR OTHER RIGHTS AGREEMENTS OR COMMITMENTS (INCLUDING CONVERSION
      RIGHTS AND PREEMPTIVE RIGHTS) OBLIGATING BANK TO ISSUE, SELL, PURCHASE OR
      REDEEM SHARES OR SECURITIES CONVERTIBLE TO SHARES

                   

                
	
                  EXHIBIT
      G (Section 6.1)

                	 	
                  INDEBTEDNESS
      NOT AUTHORIZED IN SECTION 6.1

                   

                
	
                  EXHIBIT
      H (Section 5.21)

                	 	
                  COMPLIANCE
      CERTIFICATE

                   

                
	
                  APPENDIX
      A

                	 	
                  DEFINITIONS

                


        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT A
(Section
1.2)

    


    NOTE


    
      
         


      

      
        A-1

        
          

        

      

      
         


      

    


    EXHIBIT B
(Section 3.8)

    


    BORROWER’S
COUNSEL’S OPINION


    
      
         


      

      
        B-1

        
          

        

      

      
         


      

    


    EXHIBIT C
(Section 4.5)

    


    ACTIONS,
SUITS, OR OTHER PROCEEDINGS PENDING OR THREATENED AGAINST OR

    AFFECTING
BORROWER OR ANY SUBSIDIARY


    
      
         


      

      
        C-1

        
          

        

      

      
         


      

    


    EXHIBIT D
(Section 4.9)

    


    SUBSIDIARIES
OF BORROWER


    
      
         


      

      
        D-1

        
          

        

      

      
         


      

    


    EXHIBIT E
(Section 4.10 and 4.11)

    


    LIENS

    


    
      	
              1. 

            	
              Liens
      of ad valorem taxes for current taxes not yet due and
    payable.

            


    

    


    
      	
              2.

            	
              Minor
      irregularities in title which do not materially interfere with the
      occupation, use, and enjoyment by Borrower or the Subsidiaries of such
      properties or assets.

            


    


    
      
         


      

      
        E-1

        
          

        

      

      
         


      

    


    
      EXHIBIT F
(Section 4.12)

    

    


    
      OPTIONS,
WARRANTS, OR OTHER RIGHTS, AGREEMENTS, OR

    

    
      COMMITMENTS
(INCLUDING CONVERSION RIGHTS AND

    

    
      PREEMPTIVE
RIGHTS) OBLIGATING BANK TO ISSUE, SELL, PURCHASE, OR REDEEM

    

    
      SHARES OR
SECURITIES CONVERTIBLE INTO SHARES

    


    
      
         


      

      
        F-1

        
          

        

      

      
         


      

    


    
      EXHIBIT G
(Section 6.1)

    

    


    
      INDEBTEDNESS
NOT AUTHORIZED IN SECTION 6.1

    


    
      
         


      

      
        G-1

        
          

        

      

      
         


      

    


    
      EXHIBIT H
(Section 5.21)

    

    


    
      COMPLIANCE
CERTIFICATE

    


    
      
         


      

      
        H-1

        
          

        

      

      
         


      

    


    APPENDIX
A

    


    DEFINITIONS

    


    “Affiliate” shall have
the same meaning assigned to it in applicable bank regulations.

    


    “Asset Disposition”
shall mean the disposition (including the sale, lease or transfer) of any or all
of the assets (including without limitation any common or preferred stock of the
Bank or any other Subsidiary) of the Borrower or any of its Subsidiaries whether
by sale, lease, transfer or otherwise.

    


    “Average Assets” shall mean the
year-to-date average of total assets of Bank.

    


    “Bank Regulatory
Authority” shall mean the Board of Governors of the Federal Reserve
System, the Comptroller of the Currency, the Federal Deposit Insurance
Corporation, the Office of Thrift Supervision, and all other relevant bank
regulatory authorities (including, without limitation, relevant state bank
regulatory authorities).

    


    “Call Report” shall
mean the Bank’s Quarterly Report of Condition and Income.

    


    “Capital Stock” shall
mean any and all shares, interests, participations or other equivalents (however
designated) of capital stock or equity, whether now outstanding or issued after
the date hereof, including all common stock, preferred stock, partnership
interests and limited liability company member interests.

    


    “Collateral” shall
mean five million, eight hundred and nineteen thousand, six hundred and eleven
(5,819,611) shares of the common stock of the Bank.

    


    “Covenant Compliance
Date” shall mean the last day of each fiscal quarter of the
Borrower.

    


    “Environmental Laws”
shall mean all federal, state, and local laws, including statutes, regulations,
ordinances, codes, rules, and other governmental restrictions and requirements,
relating to the discharge of air pollutants, water pollutants, or process waste
water or otherwise relating to the environment or hazardous substances or the
treatment, processing, storage, disposal, release, transport, or other handling
thereof, including, but not limited to, the federal Solid Waste Disposal Act,
the federal Clean Air Act, the federal Clean Water Act, the federal Resource
Conservation and Recovery Act, the federal Hazardous Materials Transportation
Act, the federal Comprehensive Environmental Response, Compensation, and
Liability Act of 1980, the federal Toxic Substances Control Act, regulations of
the Nuclear Regulatory Agency, and regulations of any state department of
natural resources or state environmental protection agency, in each case as now
or at any time hereafter in effect.

    


    “Equity Issuance”
shall mean any issuance by the Borrower to any person of shares of its Capital
Stock, any shares of its Capital Stock pursuant to the exercise of options or
warrants or any shares of its Capital Stock pursuant to the conversion of any
debt to equity, after the date of the Loan.


    
      
         


      

      
        A-2

        
          

        

      

      
         


      

    


    


    


    “ERISA” shall mean the
Employee Retirement Income Security Act of 1974, as amended, and any successor
statute thereto, as interpreted by the rules and regulations thereunder, all as
the same may be in effect from time to time.  References to sections
of ERISA shall be construed also to refer to any successor
sections.

    


    “ERISA Affiliate”
means an entity which is under common control with the Borrower within the
meaning of Section 4001(a)(14) of ERISA, or is a member of a group which
includes the Borrower and which is treated as a single employer under Sections
414(b) or (c) of the Code.

    


    “ERISA Event” means
(i) with respect to any Plan, the occurrence of a Reportable Event or the
substantial cessation of operations (within the meaning of Section 4062(e) of
ERISA); (ii) the withdrawal by the Borrower, the Bank, or any other Subsidiary
or any ERISA Affiliate from a Multiple Employer Plan during a plan year in which
it was a substantial employer (as such term is defined in Section 4001(a)(2) of
ERISA), or the termination of a Multiple Employer Plan; (iii) the distribution
of a notice of intent to terminate or the actual termination of a Plan pursuant
to Section 4041(a)(2) or 4041A of ERISA; (iv) the institution of proceedings to
terminate or the actual termination of a Plan by the PBGC under Section 4042 of
ERISA; (v) any event or condition which might constitute grounds under Section
4042 of ERISA for the termination of, or the appointment of a trustee to
administer, any plan; (vi) the complete or partial withdrawal of the Borrower or
any of its Subsidiaries or any ERISA Affiliate from a Multiemployer Plan; (vii)
the conditions for imposition of a lien under Section 302(f) of ERISA exist with
respect to any Plan; or (viii) the adoption of an amendment to any Plan
requiring the provision of security to such Plan pursuant to Section 307 of
ERISA.

    


    “Event of Default”
shall have the meaning assigned to such term in Section 7.1 of this
Agreement.

    


    “Lien(s)” shall have
the meaning set forth in Section 4.10 of this
Agreement and are more specifically set forth in Exhibit
E attached hereto.

    


    “Loan Documents” shall
mean the Note, the Agreement, the Pledge Agreement, stock certificates issued to
Borrower evidencing the shares pledged pursuant to the Pledge Agreement, the
Guaranty, stock powers with respect to such shares pledged as Collateral and any
and all other documents, instruments or agreements evidencing, securing,
guaranteeing or otherwise related to or delivered in connection with the
Loan.

    


    “Maturity Date” shall
mean December 21, 2014.

    


     “Multiple Employer
Plan” shall mean a Plan which is a multiemployer plan as defined in
Sections 3(37) or 4001(a)(3) of ERISA.


    
      
         


      

      
        A-3

        
          

        

      

      
         


      

    

    


    “Net Cash Proceeds”
shall mean the aggregate cash proceeds received by the Borrower in respect of
any Equity Issuance, net of (1) direct costs (including, without limitation,
legal, accounting, and investment banking fees and sales commissions) and (2)
taxes paid or payable as a result thereof.

    


    “Net Income” shall
mean the net income after taxes including the Borrower’s equity in undistributed
earnings of its Subsidiaries as determined under GAAP.

    


    “Net Worth” shall mean
the shareholders’ equity, net worth or surplus as determined under
GAAP.

    


    “Non-Performing
Assets” shall mean the sum of (1) all Non-Performing Loans and (2) Other
Real Estate Owned listed in Call Reports and other such assets acquired through
foreclosure or other realization upon collateral or rearrangement or
satisfaction of Indebtedness.

    


    “Non-Performing Asset
Ratio” shall mean the ratio of (1) Non-Performing Assets to (2) the sum
of the total assets of Bank, determined in accordance with GAAP, as of the
Covenant Compliance Date.

    


    “Non-Performing Loans”
shall mean the sum of (1) all loans classified internally or by a Bank
Regulatory Authority as non-accrual plus (2) loans past due by 90 days or more
plus (3) loans for which the obligee has reduced the agreed interest rate,
reduced the principal or interest obligation, extend the maturity, applied
interest payments to reduce principal, capitalized interest, or otherwise
renegotiated the terms of the obligation based upon the actual or asserted
inability of the obligor(s) of such loans to perform their obligations pursuant
to the agreements with the obligee prior to such modification or renegotiation;
provided, however, loans for which the Borrower or the Bank has taken additional
collateral satisfactory to it and therefore is prepared to make additional loan
advances or any other loans which have been restructured and are performing in a
manner satisfactory to the Borrower shall not be included in the
definition.

    


    “Note” shall have the
meaning assigned to such term in Section 1.2 of this
Agreement, together with any and all renewals, modifications, extensions and
replacements thereof.

    


    “Plan” means any
employee benefit plan (as defined in Section 3(3) of ERISA) which is covered by
ERISA and with respect to which the Borrower, the Bank, or any other Subsidiary
or any ERISA affiliate is (or, if such plan were terminated at such time, would
under Section 4069 of ERISA be deemed to be) an “employer” within the meaning of
Section 3(5) of ERISA.

    


    “Pledge Agreement”
shall mean that certain Pledge and Security Agreement executed by Borrower for
the benefit of Lender dated December 21, 2009 pledging the
Collateral.


    
      
         


      

      
        A-4

        
          

        

      

      
         


      

    

    


    “Reportable Event”
means any of the events set forth in Section 4043(c) of ERISA, other than those
events as to which the notice requirement has been waived by
regulation.

    


     “Risk-Based Capital
Ratio” shall have the meaning set forth in Appendix A to Title 12, Code
of Federal Regulations, Part 225, Capital Adequacy Guidelines for Bank Holding
Companies.

    


    “Subsidiaries” or
individually “Subsidiary” shall
mean any corporation other than Borrower in an unbroken chain of corporations
beginning with the Borrower with each of the corporations or the Bank other than
the last corporation in the unbroken chain owning fifty percent (50%) or more of
the total combined voting power of all classes of stock in one of the other
corporations or the Bank and are more specifically listed in Exhibit
D attached hereto.

    


    “Supervisory Action”
shall mean and include the issuance by any bank regulatory authority of a letter
agreement or memorandum of understanding (regardless of whether consented or
agreed to by the party to whom it is addressed); or the issuance by or at the
behest of any bank regulatory authority of a cease and desist order, injunction,
directive, restraining order, notice of charges, or civil money penalties,
against Borrower, the Bank, or any other Subsidiary or the directors or officers
of any of them, whether temporary or permanent.

    


    “Swap Contract” means
(a) any and all rate swap transactions, basis swaps, credit derivative
transactions, forward rate transactions, commodity swaps, commodity options,
forward commodity contracts, equity or equity index swaps or options, bond or
bond price or bond index swaps or options or forward bond or forward bond price
or forward bond index transactions, interest rate options, forward foreign
exchange transactions, cap transactions, floor transactions, collar
transactions, currency swap transactions, cross-currency rate swap transactions,
currency options, spot contracts, or any other similar transactions or any
combination of any of  the foregoing (including any options to enter
into any of the foregoing), whether or not any such transaction is governed by
or subject to any master agreement, and (b) any and all transactions of any
kind, and the related confirmations, which are subject to the terms and
conditions of, or governed by, any form of master agreement published by the
International Swaps and Derivatives Association, Inc., any International Foreign
Exchange Master Agreement, or any other master agreement (any such master
agreement, together with any related schedules, a “Master Agreement”),
including any such obligations or liabilities under any Master
Agreement.

    


     “Tier 1 Leverage
Ratio” shall have the meaning set forth in Appendix D to Title 12, Code
of Federal Regulations, Part 225, Capital Adequacy Guidelines for Bank Holding
Companies.


    
      
         


      

      
        A-5