Item 5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment ofCertain Officers; Compensatory Arrangements of Certain Officers.

On January 21, 2009, the Board of Directors of MutualFirst Financial, Inc. (the "Company"), the holding company for MutualBank (the "Bank"), approved a new cash incentive bonus plan for 2009 (the "2009 Bonus Plan") for the top 15 executive and senior officers of the Company and the Bank. The 2009 Bonus Plan provides for a potential annual bonus to all executive and senior officers in early 2010. The annual bonus will be paid if and to the extent the Company's earnings per share for 2009 meet designated target levels, which vary from officer to officer. The amount of the annual bonuses under the 2009 Bonus Plan, if earned, will be determined by multiplying each officer's salary by the officer's payout percentage. The payout percentages will vary from officer to officer, with some officers earning a bonus at the threshold performance level and others not earning a bonus unless the earnings per share reach a higher target performance level. In addition, the payout percentages will increase proportionately, if and to the extent the Company attains a performance level above the baseline performance level required for each particular officer to receive a bonus. Depending on the extent to which actual performance exceeds baseline performance levels, the maximum annual bonus payable to the named executive officers in our 2009 proxy statement will range from 25% to 40% of their 2009 salaries.