cg538.htm

0000897069-15-000192.txt : 20150304 0000897069-15-000192.hdr.sgml : 20150304 20150304170027 ACCESSION NUMBER: 0000897069-15-000192 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20150304 DATE AS OF CHANGE: 20150304 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MUTUALFIRST FINANCIAL INC CENTRAL INDEX KEY: 0001094810 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 371392810 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58415 FILM NUMBER: 15674189 BUSINESS ADDRESS: STREET 1: 110 E CHARLES STREET CITY: MUNCIE STATE: IN ZIP: 47305 BUSINESS PHONE: 7657472800 MAIL ADDRESS: STREET 1: 110 E CHARLES STREET CITY: MUNCIE STATE: IN ZIP: 47305 FORMER COMPANY: FORMER CONFORMED NAME: MFS FINANCIAL INC DATE OF NAME CHANGE: 19990910 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PL Capital, LLC CENTRAL INDEX KEY: 0001518768 IRS NUMBER: 364050713 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 47 EAST CHICAGO AVENUE, SUITE 336 CITY: NAPERVILLE STATE: IL ZIP: 60540 BUSINESS PHONE: 630-848-1340 MAIL ADDRESS: STREET 1: 47 EAST CHICAGO AVENUE, SUITE 336 CITY: NAPERVILLE STATE: IL ZIP: 60540 SC 13D/A 1 cg538.htm cg538.htm

CUSIP No. 62845B104

Page 1 of 20 Pages

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Amendment No. 2

Under the Securities Exchange Act of 1934

MUTUALFIRST FINANCIAL, INC.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

62845B104

(CUSIP Number)

Mr. John Wm. Palmer

PL Capital, LLC

47 E. Chicago Avenue

Suite 328

Naperville, IL 60540

(630) 848-1340

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

February 26, 2015

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box £.

CUSIP No. 62845B104

Page 2 of 20 Pages

1	NAME OF REPORTING PERSON PL Capital, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) T (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			£
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 566,560
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 566,560
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 566,560
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			T
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.9%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 62845B104

Page 3 of 20 Pages

1	NAME OF REPORTING PERSON Financial Edge Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) T (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			£
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 347,651
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 347,651
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 347,651
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			T
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.8%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 62845B104

Page 4 of 20 Pages

1	NAME OF REPORTING PERSON Financial Edge—Strategic Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) T (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			£
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 152,723
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 152,723
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 152,723
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			T
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.1%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 62845B104

Page 5 of 20 Pages

1	NAME OF REPORTING PERSON Goodbody/PL Capital, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) T (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			£
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 118,663
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 118,663
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 118,663
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			T
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.6%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 62845B104

Page 6 of 20 Pages

1	NAME OF REPORTING PERSON Goodbody/PL Capital, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) T (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			£
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 118,663
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 118,663
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 118,663
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			T
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.6%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 62845B104

Page 7 of 20 Pages

1	NAME OF REPORTING PERSON PL Capital Advisors, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) T (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			£
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 685,223
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 685,223
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 685,223
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			T
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.5%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 62845B104

Page 8 of 20 Pages

1	NAME OF REPORTING PERSON John W. Palmer
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) T (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			£
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 2,000
		8	SHARED VOTING POWER 685,223
		9	SOLE DISPOSITIVE POWER 2,000
		10	SHARED DISPOSITIVE POWER 685,223
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 687,223
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			T
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.5%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 62845B104

Page 9 of 20 Pages

1	NAME OF REPORTING PERSON Richard J. Lashley
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) T (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			£
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 2,000
		8	SHARED VOTING POWER 685,223
		9	SOLE DISPOSITIVE POWER 2,000
		10	SHARED DISPOSITIVE POWER 685,223
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 687,223
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			T
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.5%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 62845B104

Page 10 of 20 Pages

1	NAME OF REPORTING PERSON PL Capital/Focused Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) T (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			£
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 66,186
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 66,186
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 66,186
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			T
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.9%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 62845B104

Page 11 of 20 Pages

Item 1.

Security and Issuer

This amended Schedule 13D relates to the common stock, $0.01 par value (“Common Stock”), of MutualFirst Financial, Inc. (the “Company” or “MutualFirst”). The address of the principal executive offices of the Company is 110 E. Charles Street, Muncie, IN 47305-2419.

Item 2.

Identity and Background

This amended Schedule 13D is being filed jointly by the parties identified below. All of the filers of this Schedule 13D are collectively the “PL Capital Group.”

●	Financial Edge Fund, L.P., a Delaware limited partnership (“Financial Edge Fund”);

●	Financial Edge-Strategic Fund, L.P., a Delaware limited partnership (“Financial Edge Strategic”);

●	PL Capital/Focused Fund, L.P., a Delaware limited partnership (“Focused Fund”);

●	PL Capital, LLC, a Delaware limited liability company (“PL Capital”) and General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund;

●	PL Capital Advisors, LLC, a Delaware limited liability company (“PL Capital Advisors”), and the investment advisor to Financial Edge Fund, Financial Edge Strategic, Goodbody/PL Capital, L.P. and Focused Fund;

●	Goodbody/PL Capital, L.P., a Delaware limited partnership (“Goodbody/PL LP”);

●	Goodbody/PL Capital, LLC (“Goodbody/PL LLC”), a Delaware limited liability company and General Partner of Goodbody/PL LP; and

●	John W. Palmer and Richard J. Lashley, as (1) Managing Members of PL Capital, PL Capital Advisors and Goodbody/PL LLC and (2) for shares held in their Individual Retirement Accounts (IRA).

The joint filing agreement of the PL Capital Group is attached as Exhibit 1 to this Amended Schedule 13D. Previously, the PL Capital Defined Benefit Pension Plan (the “Pension Plan”) was part of the PL Capital Group. However, on December 12, 2014, the Pension Plan was dissolved and the shares held by the Pension Plan were transferred to Messrs. Palmer and Lashley for no consideration, as the beneficiaries of the Pension Plan.

CUSIP No. 62845B104

Page 12 of 20 Pages

(a)-(c) This statement is filed by Mr. John W. Palmer and Mr. Richard J. Lashley, with respect to the shares of Common Stock beneficially owned by them, as follows:

(1)

shares of Common Stock held in the name of Financial Edge Fund, Financial Edge Strategic, Focused Fund, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members of (A) PL Capital: the General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund, and (B) PL Capital Advisors: the investment advisor for Financial Edge Fund, Financial Edge Strategic and Focused Fund;

(2)

shares of Common Stock held in the name of Goodbody/PL LP, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members of (A) Goodbody/PL LLC: the General Partner of Goodbody/PL LP; and (B) PL Capital Advisors: the investment advisor for Goodbody/PL LP; and

(3)

shares of Common Stock held by Mr. Palmer and Mr. Lashley in their IRAs.

The business address of Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital, PL Capital Advisors, Goodbody/PL LP, Goodbody/PL LLC, Mr. Palmer and Mr. Lashley is: c/o PL Capital, 47 E. Chicago Avenue, Suite 328, Naperville, Illinois 60540. Each of Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital, Goodbody/PL LP, PL Capital Advisors and Goodbody/PL LLC are engaged in various interests, including investments.

The principal employment of Messrs. Palmer and Lashley is investment management with each of PL Capital, PL Capital Advisors and Goodbody/PL LLC.

(d) During the past five years, no member of the PL Capital Group has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the past five years, no member of the PL Capital Group has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.

(f) All of the individuals who are members of the PL Capital Group are citizens of the United States.

Item 3.

Source and Amount of Funds or Other Consideration

In aggregate, the PL Capital Group owns 689,223 shares of Common Stock of the Company acquired at an aggregate cost of $9,264,892.

CUSIP No. 62845B104

Page 13 of 20 Pages

From time to time, various members of the PL Capital Group may purchase Common Stock on margin provided by BNP Paribas Prime Brokerage Inc. (“BNP Paribas”) on such firm’s usual terms and conditions. All or part of the shares of Common Stock owned by members of the PL Capital Group may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such entities to members of the PL Capital Group. Such loans, if any, generally bear interest at a rate based upon the federal funds rate plus a margin. Such indebtedness, if any, may be refinanced with other banks or broker-dealers. As of the date of this filing, no members of the PL Capital Group have margin from BNP Paribas, or other loans outstanding secured by Common Stock other than Financial Edge Fund, Financial Edge Strategic, and Focused Fund.

The amount of funds expended by Financial Edge Fund to acquire the 347,651 shares of Common Stock it holds in its name is $4,712,545. Such funds were provided from Financial Edge Fund’s available capital and from time to time by margin loans provided by BNP Paribas.

The amount of funds expended by Financial Edge Strategic to acquire the 152,723 shares of Common Stock it holds in its name is $1,992,628. Such funds were provided from Financial Edge Strategic’s available capital and from time to time by margin loans provided by BNP Paribas.

The amount of funds expended by Focused Fund to acquire the 66,186 shares of Common Stock it holds in its name is $870,592. Such funds were provided from Focused Fund’s available capital and from time to time by margin loans provided by BNP Paribas.

The amount of funds expended by Goodbody/PL LP to acquire the 118,663 shares of Common Stock it holds in its name is $1,640,900. Such funds were provided from Goodbody/PL LP’s available capital and from time to time by margin loans provided by BNP Paribas.

The amount of funds expended to acquire the 2,000 shares of Common Stock Mr. Palmer holds in his IRA, which were transferred to Mr. Palmer upon dissolution of the Pension Plan for no consideration, was $24,114 and came from available capital of the Pension Plan.

The amount of funds expended to acquire the 2,000 shares of Common Stock Mr. Lashley holds in his IRA, which were transferred to Mr. Lashley upon dissolution of the Pension Plan for no consideration, was $24,114 and came from available capital of the Pension Plan.

Item 4.

Purpose of Transaction

This is the PL Capital Group’s second amendment to its initial Schedule 13D filing. In the aggregate, the PL Capital Group owns 9.6% of the Company’s Common Stock, based upon the Company’s aggregate outstanding shares as of November 6, 2014.

CUSIP No. 62845B104

Page 14 of 20 Pages

This amendment is being filed to disclose that on February 26, 2015, PL Capital reached an agreement with the Company to appoint Richard Lashley, a principal of PL Capital, to the Board of Directors of both the Company and its wholly-owned bank subsidiary, effective immediately. The agreement contains a number of terms and is attached as Exhibit 2 (the “Agreement”) and is incorporated herein by reference. The description below is qualified in its entirety by reference to the full text of the Agreement.

The Agreement provides that on February 26, 2015, the Board of Directors of the Company will amend Section 2.11(a) of the Company's Amended and Restated Bylaws to remove the requirement that in order to qualify to stand for election or to continue to serve as a director of the Company, a person must have his or her principal residence in any county in which the Company or any of its subsidiaries has an office. The Agreement also provides that on February 26, 2015, the Company’s Board of Directors will be expanded from twelve members to thirteen members, and Mr. Lashley will be appointed as a director of the Company to serve in the class of directors with terms expiring at the Company's 2017 annual meeting of stockholders. The Agreement further provides that on February 26, 2015, the Board of Directors of the Company will cause the Board of Directors of the Company’s wholly owned banking subsidiary, MutualBank (the “Bank”), to expand the Bank’s Board of Directors to thirteen members and to appoint Mr. Lashley to fill the vacancy created by the expansion of the Bank’s Board of Directors to serve until the annual meeting of the Bank’s sole stockholder in 2015, at which time the Company, as sole stockholder of the Bank, will elect Mr. Lashley to a two-year term to expire at the Bank’s 2017 annual meeting.

Until the later of the date of the Company’s 2016 annual meeting of stockholders or the last day that Mr. Lashley (or any substitute nominee) serves as a director of the Company or the Bank (the “Standstill Period”), the PL Capital Group has agreed to certain customary standstill restrictions that prohibit it from taking certain actions during the Standstill Period, including, among others, (1) acquiring beneficial ownership in excess of 9.99% of the outstanding common stock of the Company; (2) engaging in any solicitation of proxies with respect to the voting of any securities of the Company; (3) acquiring any of the assets of the Company; (4) offering to the Company or any of its stockholders any business combination, restructuring, recapitalization or similar transaction or otherwise seeking to control or change the management, board of directors or policies of the Company or the Bank; and (5) initiating or participating in any litigation against the Company or the Bank or their respective directors or officers.

At any annual meeting of the Company’s stockholders during the Standstill Period, the PL Capital Group also has agreed: (1) to vote all shares of common stock of the Company they beneficially own in favor of the nominees for election or re-election as a director of the Company selected by the Board of Directors, and (2) with respect to any other proposal submitted by any stockholder to a vote of the Company’s stockholders, to vote all of the shares of common stock of the Company they beneficially own in accordance with the recommendation of the Board of Directors with respect to any such stockholder proposal.

The Agreement provides that it will not be construed to limit or affect: (1) any action or inaction by Mr. Lashley in his capacity as a member of the Company’s or the Bank’s Board of Directors, provided he acts in good faith in the discharge of his fiduciary duties as a board member; or (2) the ability of the PL Capital Group to engage in discussions with the president and chief executive officer of the Company, or upon invitation, with other members of management or the Board of Directors of the Company.

CUSIP No. 62845B104

Page 15 of 20 Pages

Unless otherwise noted in this amended Schedule 13D, no member of the PL Capital Group has any plans or proposals, which relate to, or would result in, any of the matters referred to in paragraphs (b) through (j), inclusive of Item (4) of Schedule 13D. Such individuals may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto. Members of the PL Capital Group may make further purchases of shares of Common Stock, although the PL Capital Group has no present intention of increasing the PL Capital Group’s aggregate holdings above 9.99% of the Company’s outstanding Common Stock. Members of the PL Capital Group may dispose of any or all the shares of Common Stock held by them.

Item 5.

Interest in Securities of the Company

The percentages used in this amended Schedule 13D are calculated based upon the number of outstanding shares of Common Stock, 7,198,991, reported as the number of outstanding shares as of November 6, 2014, on the Company’s Quarterly Report on Form 10-Q filed on November 10, 2014.

The PL Capital Group made no transactions in the Common Stock within the past 60 days, as noted below:

(A)	Financial Edge Fund

(a)-(b) See cover page.

(d)

Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, the general partner of Financial Edge Fund, they have the power to direct the affairs of Financial Edge Fund, including the voting and disposition of shares of Common Stock held in the name of Financial Edge Fund. Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Financial Edge Fund. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and disposition power with Financial Edge Fund with regard to those shares of Common Stock.

CUSIP No. 62845B104

Page 16 of 20 Pages

(B)	Financial Edge Strategic

(a)-(b) See cover page.

(c)

Financial Edge Strategic has made no purchases or sales of Common Stock in the past 60 days.

(d)

Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, the general partner of Financial Edge Strategic, they have the power to direct the affairs of Financial Edge Strategic, including the voting and disposition of shares of Common Stock held in the name of Financial Edge Strategic. Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Financial Edge Strategic. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and disposition power with Financial Edge Strategic with regard to those shares of Common Stock.

(C)	Focused Fund

(a)-(b) See cover page.

(c)

Focused Fund has made no purchases or sales of Common Stock in the past 60 days.

(d)

Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, the general partner of Focused Fund, they have the power to direct the affairs of Focused Fund, including the voting and disposition of shares of Common Stock held in the name of Focused Fund. Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Focused Fund. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power with Focused Fund with regard to those shares of Common Stock.

(D)	Goodbody/PL LP

(a)-(b) See cover page.

(c)

Goodbody/PL LP has made no purchases or sales of Common Stock in the past 60 days.

(d)

Goodbody/PL LLC is the general partner of Goodbody/PL LP. Because Messrs. Palmer and Lashley are the Managing Members of Goodbody/PL LLC, they have the power to direct the affairs of Goodbody/PL LP. Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Goodbody/PL LP. Therefore, Goodbody/PL LLC may be deemed to share with Messrs. Palmer and Lashley voting and disposition power with regard to the shares of Common Stock held by Goodbody/PL LP.

CUSIP No. 62845B104

Page 17 of 20 Pages

(E) PL Capital

(a)-(b) See cover page.

(c)

PL Capital has made no purchases or sales of Common Stock directly.

(d)

PL Capital is the general partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund. Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, they have the power to direct the affairs of PL Capital. Therefore, PL Capital may be deemed to share with Mr. Palmer and Mr. Lashley voting and dispositive power with regard to the shares of Common Stock held by Financial Edge Fund, Financial Edge Strategic and Focused Fund.

(F) PL Capital Advisors

(a)-(b) See cover page.

(c)

PL Capital Advisors has made no purchases or sales of Common Stock directly.

(d)

PL Capital Advisors is the investment advisor to Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP. Because they are the Managing Members of PL Capital Advisors, Mr. Palmer and Mr. Lashley have the power to direct the affairs of PL Capital Advisors. Therefore, PL Capital Advisors may be deemed to share with Mr. Palmer and Mr. Lashley voting and dispositive power with regard to the shares of Common Stock held by Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP.

(G) Goodbody/PL LLC

(a)-(b) See cover page.

(c)

Goodbody/PL LLC has made no purchases or sales of Common Stock directly.

(d)

Goodbody/PL LLC is the general partner of Goodbody/PL LP. Because Messrs. Palmer and Lashley are the Managing Members of Goodbody/PL LLC, they have the power to direct the affairs of Goodbody/PL LLC. Therefore, Goodbody/PL LLC may be deemed to share with Messrs. Palmer and Lashley voting and disposition power with regard to the shares of Common Stock held by Goodbody/PL LP.

(H) Mr. John W. Palmer

(a)-(b) See cover page.

CUSIP No. 62845B104

Page 18 of 20 Pages

(c)

Mr. Palmer has made no purchases or sales during the past 60 days. On December 12, 2014, in connection with the dissolution of the Pension Plan, 2,000 shares of Common Stock were transferred to Mr. Palmer’s IRA for no consideration.

(I) Richard J. Lashley

(a)-(b) See cover page.

(c)

Mr. Lashley has made no purchases or sales during the past 60 days. On December 12, 2014, in connection with the dissolution of the Pension Plan, 2,000 shares of Common Stock were transferred to Mr. Lashley’s IRA for no consideration.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company.

With respect to Financial Edge Fund, Financial Edge Strategic and Focused Fund, PL Capital is entitled to an allocation of a portion of profits, if any. With respect to Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP, PL Capital Advisors is entitled to a management fee based upon a percentage of total capital. With respect to Goodbody/PL LP, Goodbody/PL LLC is entitled to an allocation of a portion of profits, if any.

Other than the foregoing arrangements and relationships and the Joint Filing Agreement filed as Exhibit 1 to this amended Schedule 13D, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Company.

Item 7.

Material to be Filed as Exhibits

Exhibit No.	Description

1	Joint Filing Agreement

2	Standstill Agreement dated February 26, 2015

CUSIP No. 62845B104

Page 19 of 20 Pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: March 4, 2015

FINANCIAL EDGE FUND, L.P.

By: PL CAPITAL, LLC

General Partner

By: /s/ John W. Palmer /s/ Richard J. Lashley

John W. Palmer Richard J. Lashley

Managing Member Managing Member

FINANCIAL EDGE-STRATEGIC FUND, L.P.

By: PL CAPITAL, LLC

General Partner

By: /s/ John W. Palmer /s/ Richard J. Lashley

John W. Palmer Richard J. Lashley

Managing Member Managing Member

PL CAPITAL/FOCUSED FUND, L.P.

By: PL CAPITAL, LLC

General Partner

By: /s/ John W. Palmer /s/ Richard J. Lashley

John W. Palmer Richard J. Lashley

Managing Member Managing Member

GOODBODY/PL CAPITAL, L.P.

By: GOODBODY/PL CAPITAL, LLC

General Partner

By: /s/ John W. Palmer /s/ Richard J. Lashley

John W. Palmer Richard J. Lashley

Managing Member Managing Member

CUSIP No. 62845B104

Page 20 of 20 Pages

GOODBODY/PL CAPITAL, LLC

By: /s/ John W. Palmer /s/ Richard J. Lashley

John W. Palmer Richard J. Lashley

Managing Member Managing Member

PL CAPITAL ADVISORS, LLC

By: /s/ John W. Palmer /s/ Richard J. Lashley

John W. Palmer Richard J. Lashley

Managing Member Managing Member

PL CAPITAL, LLC

By: /s/ John W. Palmer /s/ Richard J. Lashley

John W. Palmer Richard J. Lashley

Managing Member Managing Member

By: /s/ John W. Palmer

John W. Palmer

By: /s/ Richard J. Lashley

Richard J. Lashley

EX-1 2 cg538a.htm cg538a.htm

EXHIBIT 1

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that the Schedule 13D to which this Joint Filing Agreement is being filed as an exhibit shall be a joint statement filed on behalf of each of the undersigned.

Date: March 4, 2015

FINANCIAL EDGE FUND, L.P.

By: PL CAPITAL, LLC

General Partner

By: /s/ John W. Palmer /s/ Richard J. Lashley

John W. Palmer Richard J. Lashley

Managing Member Managing Member

FINANCIAL EDGE-STRATEGIC FUND, L.P.

By: PL CAPITAL, LLC

General Partner

By: /s/ John W. Palmer /s/ Richard J. Lashley

John W. Palmer Richard J. Lashley

Managing Member Managing Member

PL CAPITAL/FOCUSED FUND, L.P.

By: PL CAPITAL, LLC

General Partner

By: /s/ John W. Palmer /s/ Richard J. Lashley

John W. Palmer Richard J. Lashley

Managing Member Managing Member

GOODBODY/PL CAPITAL, L.P.

By: GOODBODY/PL CAPITAL, LLC

General Partner

By: /s/ John W. Palmer /s/ Richard J. Lashley

John W. Palmer Richard J. Lashley

Managing Member Managing Member

GOODBODY/PL CAPITAL, LLC

By: /s/ John W. Palmer /s/ Richard J. Lashley

John W. Palmer Richard J. Lashley

Managing Member Managing Member

PL CAPITAL ADVISORS, LLC

By: /s/ John W. Palmer /s/ Richard J. Lashley

John W. Palmer Richard J. Lashley

Managing Member Managing Member

PL CAPITAL, LLC

By: /s/ John W. Palmer /s/ Richard J. Lashley

John W. Palmer Richard J. Lashley

Managing Member Managing Member

By: /s/ John W. Palmer

John W. Palmer

By: /s/ Richard J. Lashley

Richard J. Lashley

EX-2 3 cg538b.htm cg538b.htm

EXHIBIT 2

STANDSTILL AGREEMENT

This Standstill Agreement (this “Agreement”) is made by and between MutualFirst Financial, Inc. (“MutualFirst”) on the one hand, and Financial Edge Fund, L.P., Financial Edge - Strategic Fund, L.P., PL Capital Focused Fund, L.P., Goodbody/PL Capital, L.P., PL Capital, LLC, PL Capital Advisors, LLC, Goodbody/PL Capital, LLC, John W. Palmer and Richard J. Lashley (collectively, the “PL Capital Parties”), on the other hand, on behalf of themselves and their respective affiliates (MutualFirst and the PL Capital Parties together, collectively, the “Parties”). In consideration of the covenants, promises and undertakings set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1.	Bylaw Amendment

On February 26, 2015, the Board of Directors of MutualFirst will amend Section 2.11(a) of its Amended and Restated Bylaws to remove the requirement that in order to qualify to stand for election or to continue to serve as a director, a person must have his or her principal residence in any county in which MutualFirst or any of its subsidiaries has an office.

2.	Board Expansion and Membership

On February 26, 2015, the Board of Directors of MutualFirst will be expanded from its present twelve-member size to thirteen members, and Richard J. Lashley will be appointed a director of MutualFirst to serve in the class of directors with terms expiring at the conclusion of MutualFirst’s 2017 annual meeting of stockholders. At all times from and after the date of this Agreement, subject to Section 5 hereof, MutualFirst’s Board of Directors will also appoint, at its sole discretion, all other persons to fill remaining director positions or vacancies on the MutualFirst Board of Directors. Mr. Lashley shall receive the normal compensation and benefits paid to directors of MutualFirst while he serves as a director thereof.

On February 26, 2015, the Board of Directors of MutualFirst will cause the Board of Directors of MutualBank (the “Bank”) to expand the Bank’s Board of Directors to thirteen members and to appoint Mr. Lashley to fill the vacancy created by the expansion of the Bank’s Board of Directors for a term to expire at the annual meeting of the Bank’s sole shareholder to be held in 2015, as required by Article III, Section 11 of the Bank’s Bylaws. At the annual meeting of the Bank’s sole shareholder to be held in 2015, MutualFirst, as the Bank’s sole shareholder, shall cause Mr. Lashley to be elected as a director of the Bank to serve in the class of directors with terms expiring at the conclusion of the Bank’s 2017 annual meeting of its sole shareholder. Mr. Lashley shall receive the normal compensation and benefits paid to directors of the Bank while he serves as a director thereof.

Mr. Lashley or the Substitute (as hereinafter defined), as the case may be, agrees to promptly submit his resignation as a member of the Board of Directors of each of MutualFirst and the Bank upon the termination of this Agreement pursuant to Section 16 hereof.

3.	Standstill

The PL Capital Parties each agree that during the Standstill Period (as hereinafter defined), the PL Capital Parties and their affiliates or associates (as defined in Rule 12b-2 promulgated pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) will not (and they will not assist or encourage others to), directly or indirectly, in any manner, without prior written approval of the Board of Directors of MutualFirst:

(i) acquire, offer or propose to acquire, solicit an offer to sell or agree to acquire directly or indirectly, alone or in concert with others, by purchase, gift, tender, exchange or otherwise, any direct or indirect beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) or any direct or indirect interest in any securities or direct or indirect rights, warrants or options to acquire, or securities convertible into or exchangeable for (collectively, an “Acquisition”), any securities of MutualFirst, such that as a result of such of such Acquisition, the PL Capital Parties would maintain beneficial ownership in excess of 9.99% of the outstanding shares of MutualFirst common stock;

(ii) make, engage in, or in any way participate in, directly or indirectly, alone or in concert with others, any “solicitation” of “proxies” or consents to vote (as such terms are used in the proxy rules of the Securities and Exchange Commission promulgated pursuant to Section 14 of the Exchange Act) or seek to advise, encourage or influence in any manner whatsoever any person with respect to the voting of any voting securities of MutualFirst;

(iii) form, join, encourage, influence, advise or in any way participate in a “group” within the meaning of Section 13(d)(3) of the Exchange Act (other than a group involving solely the PL Capital Parties) with respect to any voting securities of MutualFirst or otherwise in any manner agree, attempt, seek or propose to deposit any securities of MutualFirst in any voting trust or similar arrangement, or subject any securities of MutualFirst to any arrangement or agreement with respect to the voting thereof (other than any such voting trust, arrangement or agreement solely among the PL Capital Parties) except as expressly set forth in this Agreement (for the benefit of clarification and the avoidance of doubt, this provision shall not prohibit changes in the membership of the group involving the PL Capital Parties as long as any additional member(s) agrees to be bound by the terms of this Agreement);

(iv) acquire, offer or propose to acquire or agree to acquire, directly or indirectly, alone or in concert with others, by purchase, tender, exchange or otherwise, (a) any of the assets, tangible and intangible, direct or indirect, of MutualFirst or (b) direct or indirect rights, warrants or options to acquire any assets of MutualFirst;

(v) arrange, or in any way participate, directly or indirectly, in any financing (except for margin loan financing for shares beneficially owned) for the purchase of any securities or securities convertible or exchangeable into or exercisable for any securities or assets of MutualFirst;

(vi) otherwise act, alone or in concert with others, propose or to seek to offer to MutualFirst or any of its stockholders any business combination, restructuring, recapitalization or similar transaction to or with MutualFirst or the Bank or otherwise seek, alone or in concert with others, to control or change the management, Board of Directors or policies of MutualFirst or the Bank, propose or seek any amendment, waiver or modification of the articles of incorporation or bylaws of MutualFirst, nominate any person as a director of MutualFirst who is not nominated by the then incumbent directors (provided that if there is a vacancy on the MutualFirst Board of Directors the PL Capital Parties may submit suggestions on a confidential basis to the MutualFirst Board of Directors or the Nominating Committee of the MutualFirst Board of Directors for nominees to the Board of Directors pursuant to the nomination policy adopted by the Board of Directors), or propose any matter to be voted upon by the stockholders of MutualFirst;

(vii) directly or indirectly, sell, transfer or otherwise dispose of any interest in the shares of MutualFirst common stock beneficially owned by the PL Capital Parties to any person that would reasonably be understood to be the beneficial owner of 5% or more of the outstanding shares of MutualFirst common stock, except in a transaction approved by the MutualFirst Board of Directors;

(viii) except in connection with the enforcement of this Agreement, initiate or participate, by encouragement or otherwise, in any litigation against MutualFirst or the Bank or their respective directors or officers, or in any derivative litigation on behalf of MutualFirst, except for testimony which may be required by law; or

(ix) announce an intention to do, or enter into any arrangement or understanding with others to do, or advise, assist or encourage others to do, any of the actions restricted or prohibited under clauses (i) through (viii) of this Paragraph 3, publicly announce or disclose any request to be excused from any of the foregoing obligations of this Paragraph 3 or otherwise take or cause any action or make any statement inconsistent with any of the foregoing.

At any MutualFirst annual meeting of stockholders during the Standstill Period, the PL Capital Parties agree: (1) to vote all shares of MutualFirst they or any of them beneficially own in favor of the nominees for election or reelection as director of MutualFirst selected by the Board of Directors of MutualFirst and agree otherwise to support such director candidates, and (2) with respect to any other proposal submitted by any MutualFirst stockholder to a vote of the MutualFirst stockholders, to vote all of the MutualFirst shares they beneficially own in accordance with the recommendation of the MutualFirst Board of Directors with respect to any such stockholder proposal.

Notwithstanding anything in this Agreement to the contrary, nothing herein will be construed to limit or affect: (1) any action or inaction by Mr. Lashley or the Substitute in his capacity as a member of MutualFirst’s Board of Directors or the Bank’s Board of Directors, provided he acts in good faith in the discharge of his fiduciary duties as a Board member; or (2) the ability of the PL Capital Parties to engage in discussions relating to the topics listed in Paragraph 3 of this Agreement directly with the President and Chief Executive Officer of MutualFirst, or upon invitation, with other members of management or the Board of Directors of MutualFirst.

The “Standstill Period” shall begin as of the date of this Agreement and shall remain in full force and effect until the later of (1) the close of business on the date of the 2016 annual meeting of stockholders of MutualFirst or (2) the last day that Mr. Lashley or any substitute for Mr. Lashley nominated by the PL Capital Parties pursuant to Paragraph 5 hereof (the “Substitute”), as the case may be, serves as a director of MutualFirst or the Bank.

Notwithstanding anything in this Agreement to the contrary, at the sole option of MutualFirst, the Standstill Period may be terminated by MutualFirst in the event that the beneficial ownership of the PL Capital Parties decreases below 5% of the outstanding shares of MutualFirst common stock (in which event Mr. Lashley or the Substitute, as the case may be, shall promptly submit his resignation as a director of MutualFirst and the Bank).

4.	Non-Disparagement

During the Standstill Period, the PL Capital Parties agree not to disparage MutualFirst or any officers, directors (including director nominees) or employees of MutualFirst or its affiliates or subsidiaries in any public or quasi-public forum, and MutualFirst agrees not to disparage any of the PL Capital Parties or any officers, partners or employees of the PL Capital Parties in any public or quasi-public forum.

5.	PL Capital Nominees

MutualFirst agrees that if either Mr. Lashley or any Substitute is unable to serve as a director, resigns as a director or is removed as a director of MutualFirst or the Bank prior to the expiration of the Standstill Period, then the MutualFirst or the Bank’s Board of Directors, as applicable, shall appoint a substitute director, selected by the PL Capital Parties and subject to the approval of the applicable Board of Directors, in its discretion, after exercising its fiduciary duties in good faith, which approval shall not be unreasonably withheld or delayed (any such substitute director, a “Substitute”), to fill the resulting vacancy in the class of directors with terms expiring at the conclusion of the 2017 annual meeting of stockholders.

Authority

Each of the Parties that is a corporation or other legal entity and each individual Party executing this Agreement on behalf of a corporation or other legal entity, represents and warrants that: (a) such corporation or other legal entity is duly organized, validly authorized and in good standing, and possesses full power and authority to enter into and perform the terms of this Agreement; (b) the execution, delivery and performance of the terms of this Agreement have been duly and validly authorized by all requisite acts and consents of the company or other legal entity and do not contravene the terms of any other obligation to which the corporation or other legal entity is subject; and (c) this Agreement constitutes a legal, binding and valid obligation of each such entity, enforceable in accordance with its terms.

Expenses

All costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such expenses.

8.	Amendment In Writing

This Agreement and each of its terms may only be amended, waived, supplemented or modified in a writing signed by the signatories hereto or their respective clients.

9.	Governing Law/Venue/Jurisdiction

This Agreement, and the rights and liabilities of the Parties hereto, shall be governed by and construed in accordance with the laws of the State of Maryland without regard to conflict of law provisions. The venue and jurisdiction for adjudication of any and all disputes between the Parties to this Agreement shall be in the State of Maryland Circuit Court in and for Baltimore County.

10.	Notice of Breach and Remedies

The Parties expressly agree that an actual or threatened breach of this Agreement by any Party will give rise to irreparable injury that cannot adequately be compensated by damages. Accordingly, in addition to any other remedy to which it may be entitled, each Party shall be entitled to seek a temporary restraining order or injunctive relief to prevent a breach of the provisions of this Agreement or to secure specific enforcement of its terms and provisions.

The PL Capital Parties expressly agree that they will not be excused or claim to be excused from performance under this Agreement as a result of any material breach by MutualFirst unless and until MutualFirst is given written notice of such breach and thirty (30) business days either to cure such breach or for MutualFirst to seek relief in court. If MutualFirst seeks relief in court, the PL Capital Parties irrevocably stipulate that any failure to perform by the PL Capital Parties shall be deemed to constitute irreparable harm under this Agreement, therefore MutualFirst shall not be required to provide further proof of irreparable harm in order to obtain equitable relief and the PL Capital Parties shall not deny or contest that such circumstances would cause MutualFirst irreparable harm. If, after such thirty (30) business day period, MutualFirst has not either reasonably cured such material breach or obtained relief in court, the PL Capital Parties may terminate this Agreement by delivery of written notice to MutualFirst.

MutualFirst expressly agrees that it will not be excused or claim to be excused from performance under this Agreement as a result of any material breach by the PL Capital Parties or any of them unless and until the PL Capital Parties are given written notice of such breach and thirty (30) business days either to cure such breach or for the PL Capital Parties to seek relief in court. If the PL Capital Parties seek relief in court, MutualFirst irrevocably stipulates that any failure to perform by MutualFirst shall be deemed to constitute irreparable harm under this Agreement, therefore the PL Capital Parties shall not be required to provide further proof of irreparable harm in order to obtain equitable relief and MutualFirst shall not deny or contest that such circumstances would cause the PL Capital Parties irreparable harm. If, after such thirty (30) business day period, the PL Capital Parties have not either reasonably cured such material breach or obtained relief in court, MutualFirst may terminate this Agreement by delivery of written notice to the PL Capital Parties.

11.	Counterparts

This Agreement may be executed in counterparts, each of which shall be considered to be an original or true copy of this Agreement. Faxed or emailed signatures shall be presumed valid.

12.

Nonwaiver

The failure of any one of the Parties to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver thereof or deprive the Parties of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

13.	Disclosure of This Agreement

The parties contemplate that the PL Capital Parties will file a Schedule 13D amendment attaching this Agreement, that MutualFirst will file a Form 8-K attaching this Agreement and that during the Standstill Period there will be no other public comments (except as required by applicable law, including regulations of the Securities and Exchange Commission) by the Parties regarding this Agreement other than a press release by MutualFirst factually summarizing this Agreement and referring to the Form 8-K filing, which press release shall be subject to prior approval by the PL Capital Parties (such approval not to be unreasonably withheld).

14.	Entire Agreement

This Agreement constitutes the full, complete and entire understanding, agreement, and arrangement of and between the Parties with respect to the subject matter hereof and supersedes any and all prior oral and written understandings, agreements and arrangements between them. There are no other agreements, covenants, promises or arrangements between the Parties other than those set forth in this Agreement (including the attachments hereto).

15.

Notice

All notices and other communications which are required or permitted hereunder shall be in writing, and sufficient if by same-day hand delivery (including delivery by courier) or sent by fax, addressed as follows:

If to MutualFirst:

David W. Heeter

President and Chief Executive Officer

MutualFirst Financial, Inc.

110 E. Charles Street

Muncie, IN 47305

Fax: (765) 213-2981

with a copy, which will not constitute notice, to:

James S. Fleischer, Esq. and

Martin L. Meyrowitz, P.C.

Silver, Freedman, Taff & Tiernan LLP

3299 K Street, N.W., Suite 100

Washington, DC 20007

Fax: (202) 337-5502

If to the PL Capital Parties:

Richard J. Lashley

PL Capital, LLC

67 Park Place East

Suite 675

Morristown, New Jersey 07960

Fax: (973) 539-5404

with a copy, which will not constitute notice, to:

Joseph P. Vitale, Esq.

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

Fax: ( 212 ) 593-5955

16.	Termination

This Agreement shall cease, terminate and have no further force and effect upon the expiration of the last day of the Standstill Period as set forth in Section 3, unless earlier terminated pursuant to Section 10 hereof or by mutual written agreement of the Parties.

17.	Further Assurances

The PL Capital Parties and MutualFirst agree to take, or cause to be taken, all such further or other actions as shall reasonably be necessary to make effective and consummate the transactions contemplated by this Agreement.

18.	Successors and Assigns

All covenants and agreements contained herein shall bind and inure to the benefit of the parties hereto and their respective successors and assigns.

19.	No Third Party Beneficiaries

This Agreement is solely for the benefit of the parties and is not enforceable by any other person.

[Signature page follows]

IN WITNESS WHEREOF, the Parties hereto have each executed this Agreement on the date set forth below.

Dated: February 26, 2015

For: Financial Edge Fund L.P. Financial Edge - Strategic Fund L.P. PL Capital Focused Fund L.P. Goodbody/PL Capital L.P. PL Capital LLC PL Capital Advisors LLC Goodbody/PL Capital LLC


		/s/ John W. Palmer John W. Palmer

By: /s/ Richard J. Lashley Richard J. Lashley Managing Member		/s/ Richard J. Lashley Richard J. Lashley
By: /s/ John W. Palmer John W. Palmer Managing Member


For: MutualFirst Financial, Inc. By: /s/ David W. Heeter David W. Heeter President and Chief Executive Officer