REVOCABLE PROXY
MUTUALFIRST FINANCIAL, INC.
SPECIAL MEETING OF SHAREHOLDERS
[____________________], 2000
The undersigned hereby appoints the Board of Directors of MutualFirst
Financial, Inc. ("MutualFirst"), 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 MutualFirst which the undersigned is entitled to vote
at the Special Meeting of Shareholders (the "Meeting"), to be held on
[______________], 2000, at [__________________________________] located at
[__________________________________] at [__:__] [_].m., local time, and at any
and all adjournments thereof, as follows:
I. The approval of an Agreement and Plan of Merger by and between
MutualFirst Financial, Inc. and Marion Capital Holdings, Inc.,
dated June 7, 2000 and the approval of the issuance of shares
of MutualFirst common stock in the merger.
FOR AGAINST ABSTAIN
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II. The ratification of the adoption of the 2000 Stock Option and
Incentive Plan.
FOR AGAINST ABSTAIN
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III. The ratification of the adoption of the 2000 Recognition and
Retention Plan.
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 thereof.
The Board of Directors recommends a vote "FOR" each of the listed proposals.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR EACH OF THE PROPOSALS LISTED ABOVE. 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 Corporate Secretary of MutualFirst at or before the
Meeting a written notice of revocation bearing a later date than the proxy; (2)
duly executing a subsequent proxy relating to the same shares and delivering it
to the Corporate Secretary of the MutualFirst 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 a 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 MutualFirst, 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 MutualFirst Financial, Inc. _ _
Meeting. |_| |_|
