Exhibit
99.2





MutualFirst Financial,
Inc.





Certification
of Principal Financial Officer Pursuant to 31 CFR § 30.15





I, Timothy J. McArdle, the Senior Vice
President, Treasurer and Controller of MutualFirst Financial, Inc.
(the “Company”) certify, based on my knowledge, that:





(i)  
         The Company’s Compensation
Committee has discussed, reviewed, and evaluated with senior risk officers at
least once every six months during the period beginning on September 14, 2009
and ending with the last day of the Company’s fiscal year containing that date
(the applicable period), the senior executive officer (SEO) compensation plans
and employee compensation plans and the risks these plans pose to the
Company;





(ii)           The
Company’s Compensation Committee has identified and limited during the
applicable period any features of the SEO compensation plans that could lead
SEOs to take unnecessary and excessive risks that could threaten the value of
the Company and during the same applicable period has identified any features of
the employee compensation plans that pose risks to the Company and has limited
those features to ensure that the Company is not unnecessarily exposed to
risks;





(iii)          The
Company’s Compensation Committee has reviewed at least every six months during
the applicable period the terms of each employee compensation plan and
identified any features of the plan that could encourage the manipulation of
reported earnings of the Company to enhance the compensation of an employee and
has limited any such features;





(iv)          The
Company’s Compensation Committee will certify to the reviews of the SEO
compensation plans and employee compensation plans required under (i) and (iii)
above;





(v)           The
Company’s Compensation Committee will provide a narrative description of how it
limited during any part of the most recently completed fiscal year that included
a TARP period, to the extent required by the regulations and guidance
established under Section 111 of EESA, the features in:





(A)           SEO
compensation plans that could lead SEOs to take unnecessary and excessive risks
that could threaten the value of the Company;





(B)           Employee
compensation plans that unnecessarily expose the Company to risks;
and





(C)           Employee
compensation plans that could encourage the manipulation of reported earnings of
the Company to enhance the compensation of an employee;





(vi)          The
Company has required that bonus payments, as defined in the regulations and
guidance established under section 111 of EESA (bonus payments), of the SEOs and
twenty next most highly compensated employees be subject to a recovery or
“clawback” provision during any part of the most recently completed fiscal year
that was a TARP period, to the extent required by the regulations and guidance
established under section 111 of EESA, if the bonus payments were based on
materially inaccurate financial statements or any other materially inaccurate
performance metric criteria;





(vii)         The
Company has prohibited any golden parachute payment, as defined in the
regulations and guidance established under section 111 of EESA, to an SEO or any
of the next five most highly compensated employees during the period beginning
on June 15, 2009, and ending with the last day of the Company’s fiscal year
containing that date;









(viii)        The
Company has limited bonus payments to its applicable employees in accordance
with section 111 of EESA and the regulations and guidance established thereunder
during the period beginning on June 15, 2009 and ending with the last day of the
Company’s fiscal year containing that date;





(ix)           The
board of directors of the Company has established an excessive or luxury
expenditures policy, as defined in the regulations and guidance established
under section 111 of EESA, by September 14, 2009, this policy has been provided
to Treasury and the Company’s primary regulatory agency; the Company and its
employees have complied with this policy during the applicable period; and any
expenses that, pursuant to the policy, required approval of the board of
directors, a committee of the board of directors, an SEO, or an executive
officer with a similar level of responsibility were properly
approved;





(x) 
          The Company will
permit a non-binding shareholder resolution in compliance with any applicable
federal securities rules and regulations on the disclosures provided under the
federal securities laws related to SEO compensation paid or accrued during the
period beginning on June 15, 2009, and ending with the last day of the Company’s
fiscal year containing that date;





(xi)           The
Company will disclose the amount, nature, and justification for the offering
during the period beginning on June 15, 2009, and ending with the last day of
the Company’s fiscal year containing that date of any perquisites, as defined in
the regulations and guidance established under section 111 of EESA, whose total
value exceeds $25,000 for each employee subject to the bonus payment limitations
identified in paragraph (viii);





(xii)          The
Company will disclose whether the Company, the board of directors of the
Company, or the Company’s Compensation Committee has engaged a compensation
consultant during any part of the most recently completed fiscal year that was a
TARP period; and the services the compensation consultant or any affiliate of
the compensation consultant provided during this period;





(xiii)         The
Company has prohibited the payment of any gross-ups, as defined in the
regulations and guidance established under section 111 of EESA, to the SEOs and
the next twenty most highly compensated employees during the period beginning on
June 15, 2009, and ending with the last day of the Company’s fiscal year
containing that date;





(xiv)        The
Company has substantially complied with all other requirements related to
employee compensation that are provided in the agreement between the Company and
Treasury, including any amendments;





(xv)         The
Company has submitted to Treasury a complete and accurate list of the SEOs and
the twenty next most highly compensated employees for the current fiscal year
(2010) and the most recently completed fiscal year (2009), with the non-SEOs
ranked in descending order of level of annual compensation, and with the name,
title and employer of each SEO and most highly compensated employee identified;
and





(xvi)        I
understand that a knowing and willful false or fraudulent statement made in
connection with this certification may be punished by fine, imprisonment, or
both.  (See, for example 18 USC 1001).





Date:  March
      18, 2010
              By:
              /s/  Timothy J. McArdleTimothy J. McArdlePrincipal Financial Officer