MutualFirst Financial has signed a definitive agreement to merge MFB, a diversified financial institution, into the company.

The merger agreement provides that shareholders of MFB will have the right to elect to receive 2.59 shares of MutualFirst common stock or $41 in cash, or a combination of both, for each share of MFB common stock owned by them, subject to reallocation and proration procedures to ensure that 80% of the aggregate purchase price is paid in stock and the remaining 20% in cash. The merger was approved by the boards of directors of both companies.

The transaction is expected to be completed late in the second quarter of 2008, subject to approval by MutualFirst’s shareholders of the issuance of MutualFirst shares in the merger, approval by MFB’s shareholders of the merger agreement, regulatory approvals and other customary conditions.

The merger agreement provides for the merger of MFB Financial, the bank subsidiary of MFB, into Mutual Federal Savings Bank, the bank subsidiary of MutualFirst. This merger will take place concurrently with the merger of MFB into MutualFirst. The two organizations will form a financial institution of nearly $1.5 billion in assets serving customers through 33 offices in eight counties in Indiana.

Charles Viater, president and CEO of MFB, said: We have been able to build a very strong platform for business banking and trust services, and now we can expand those lines of business. In addition, MFB shareholders and employees will be matched with an organization that shares the same values and desire to serve the customer.