REVOCABLE PROXY
MARION CAPITAL HOLDINGS, INC.
SPECIAL MEETING OF SHAREHOLDERS
[_________________], 2000
The undersigned hereby appoints the Board of Directors of Marion
Capitol Holdings, Inc. ("Marion Capital"), and its successors, with full power
of substitution, to act as attorneys and proxies for the undersigned to vote all
shares of common stock of Marion Capital which the undersigned is entitled to
vote at Marion Capital's Special Meeting of Shareholders (the "Meeting"), to be
held on [_______day], [_____________ __], 2000, at
[_____________________________________________________________________________],
located at [____________________________________________] at [__:__] [_].m.,
local time, and at any and all adjournments and postponements thereof, as
follows:
The approval of an Agreement and Plan of Merger by and between Marion
Capital Holdings, Inc. and MutualFirst Financial, Inc., dated June 7, 2000.
FOR AGAINST ABSTAIN
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In their discretion, the proxies are authorized to vote on any other business
that may properly come before the Meeting or any adjournment or postponement
thereof.
The Board of Directors recommends a vote "FOR" adoption of the Merger Agreement.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR ADOPTION OF THE MERGER AGREEMENT. IF ANY OTHER BUSINESS
IS PRESENTED AT THE MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS
PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS
OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The shareholder may revoke this proxy at any time before it is voted
by: (1) filing with the Secretary of Marion Capital at or before the Meeting a
written notice of revocation bearing a later date than this proxy; (2) duly
executing a subsequent proxy relating to the same shares and delivering it to
the Secretary of Marion Capital at or before the Meeting; or (3) attending the
Meeting and voting in person (although attendance at the Meeting will not in and
of itself constitute revocation of this proxy). If this proxy is properly
revoked as described above, then the power of the attorneys and proxies shall be
deemed terminated and of no further force and effect.
The undersigned acknowledges receipt from Marion Capital, prior to the
execution of this proxy, of Notice of the Meeting and a Joint Proxy
Statement/Prospectus.
Dated: ________________________
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PRINT NAME OF SHAREHOLDER PRINT NAME OF SHAREHOLDER
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SIGNATURE OF SHAREHOLDER SIGNATURE OF SHAREHOLDER
Please sign exactly as your name appears above on
this card. When signing as attorney, executor,
administrator, trustee, guardian or corporate officer
please give your full title. If shares are held
jointly, each holder should sign.
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PLEASE PROMPTLY COMPLETE, DATE, SIGN AND MAIL THIS PROXY IN
THE ENCLOSED POSTAGE-PAID ENVELOPE
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YES NO
I Plan to attend the Marion Capital Holdings, Inc. _ _
Special Meeting. |_| |_|
