Summary of MUTUALFIRST FINANCIAL INC

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

(e) On January 23, 2012, based on a recommendation from its Compensation Committee, the Board of Directors of the Registrant approved the MutualBank Executive Variable Compensation Plan, which provides for cash incentive payments to designated executives of the Registrant, including its three named executive officers and chief financial officer. This cash incentive plan provides for one-time payments to the designated executives based on earnings per share ("EPS") for each fiscal year. Under the plan, cash payments are calculated as a percentage of base salary for the fiscal year, with the appropriate percentage determined by whether and what targeted EPS level is met that fiscal year. The plan does not create any vested rights in the participants and may be modified, repealed or discontinued at any time by the Board of Directors. In addition, the plan includes a clawback requiring repayment to the extent any payment made is later determined to have been based on performance measurements that are subsequently deemed to be inaccurate due to misstatement or misrepresentation.

The foregoing description is a summary of this cash incentive plan and is qualified in its entirety by reference to the copy of the plan that is attached as Exhibit 10.22 and is hereby incorporated by reference into this Form 8-K by reference. The Registrant's proxy statements for its annual meetings contain more specific information about annual EPS goals and payments under the plan.