0000927089-08-000132 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • April 8th, 2008 • Mutualfirst Financial Inc • State commercial banks • Indiana

THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of this 7th day of January 2008 by and between Mutual Federal Savings Bank (hereinafter referred to as the "Bank"), MutualFirst Financial, Inc. (the "Company") and Charles J. Viater (the "Employee").

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LAW OFFICES
Mutualfirst Financial Inc • April 8th, 2008 • State commercial banks

We have acted as counsel to MutualFirst Financial, Inc., (“MutualFirst”), a Maryland corporation, and MutualFirst Acquisition Corp. (“Acquisition Corp.”), an Indiana corporation that is a wholly owned, first tier subsidiary of MutualFirst, in connection with the proposed merger (the "Merger") of MFB Corp. (“MFB”), an Indiana corporation, with and into Acquisition Corp. The Merger will be consummated pursuant to the Agreement and Plan of Merger, dated as of January 7, 2008, between MutualFirst, Acquisition Corp. and MFB (the "Merger Agreement"). For purposes of this opinion, capitalized terms used and not otherwise defined herein shall have the meaning ascribed thereto in the Merger Agreement. This opinion is being rendered to you for use in connection with Registration Statement being filed by you with the SEC pursuant to Section 7.4 of the Merger Agreement.

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