Mutualfirst Financial (MFSF) 8-K/A Financial Statements and Exhibits

EXHIBIT 99.4

UNAUDITED PRO FORMA COMBINED CONDENSED

CONSOLIDATED FINANCIAL INFORMATION

The following is the unaudited pro forma combined condensed consolidated financial information for MutualFirst Financial, Inc. (“MutualFirst”) and MFB Corp. (“MFB”), giving effect to the merger of MFB with and into MutualFirst Acquisition, LLC, a wholly owned subsidiary of MutualFirst. The unaudited pro forma combined condensed consolidated balance sheet as of June 30, 2008 gives effect to the merger as if it occurred on that date.  The unaudited pro forma combined condensed consolidated income statements for the six months ended June 30, 2008 and the twelve months ended December 31, 2007 give effect to the merger as if it occurred on January 1, 2008 and 2007, respectively.  The actual completion date of the merger was July 18, 2008.

MutualFirst issued an aggregate of 2.9 million shares of its common stock and paid approximately $11.5 million in cash to MFB stockholders in the transaction. MutualFirst also assumed 114,500 MFB stock options, which converted into approximately 296,555 MutualFirst stock options with a weighted average exercise price of $9.90 per share.

Pursuant to the merger agreement, the stockholders of MFB were entitled to elect to receive, for each share of MFB common stock that they owned immediately prior to the merger, either 2.59 shares of MutualFirst common stock, with cash paid in lieu of fractional share interests (the “stock consideration”), or $41.00 in cash (the “cash consideration”). As a result of the cash consideration being oversubscribed for by MFB stockholders, (i) those MFB stockholders who made valid elections to receive the stock consideration, and those MFB stockholders who did not make valid elections, received the stock consideration, and (ii) those MFB stockholders who made valid elections for the cash consideration received the cash consideration for 25.1417% of their cash election shares and the stock consideration for the remaining 74.8583% of their cash election shares.

MutualFirst expects that it will incur merger and integration charges as a result of the merger. The pro forma combined condensed consolidated financial information, while helpful in illustrating the financial characteristics of the combined company under one set of assumptions, may not reflect all of these anticipated financial expenses and does not reflect any possible financial benefits and, accordingly, does not attempt to predict or suggest future results. It also does not necessarily reflect what the historical results of the combined company would have been had our companies been combined during the periods presented.

The merger will be accounted for under the purchase method of accounting. Under the purchase method of accounting, the assets and liabilities of MFB, as of the completion date of the merger, were recorded at their fair values and the excess of purchase price over the fair value of net assets was allocated to goodwill. Financial statements of MutualFirst issued after the consummation of the merger will reflect these values and will not be restated retroactively to reflect the historical position or results of operations of MFB. The operating results of MFB will be reflected in MutualFirst’s consolidated financial statements from and after the date the merger is completed.

The unaudited pro forma combined condensed consolidated financial information is based on, and should be read together with, the historical consolidated financial statements and related notes of MutualFirst, contained in its Annual Report on Form 10-K for the year ended December 31, 2007 and its Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, and of MFB, contained in its Annual Report on Form 10-K for the fiscal year ended September 30, 2007 and in Exhibit 99.3 to this Current Report on Form 8-K.

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UNAUDITED PRO FORMA COMBINED CONDENSED
CONSOLIDATED BALANCE SHEET
As of June 30, 2008
	MutualFirst 6/30/2008			MFB 6/30/2008			Pro Forma Adjustments			Footnote Reference		Pro Forma Balance Sheet
	(in thousands)
Assets
Cash	$	20,378		$	2,521		$	(1,225	)		e	$	21,674
Interest-bearing deposits		9,663			14,067								23,730
Cash and cash equivalents		30,041			16,588			(1,225	)				45,404
Investments		54,516			26,343								80,859
Loans		802,408			385,689			(1,678	)		h		1,186,419
Allowance for loan losses		(8,604	)		(4,874	)							(13,478	)
Net loans		793,804			380,815			(1,678	)				1,172,941
Premises and equipment		17,241			19,126			116			k		36,483
Federal Home Loan Bank of Indianapolis stock, at cost		10,914			7,717								18,631
Cash surrender value of life insurance		30,903			10,943								41,846
Goodwill		14,188			1,971			12,509			l		26,697
								(1,971	)		f
Other intangible assets		891			1,624			(1,624	)		g		7,536
								6,645			m
Other assets		22,954			11,018			(2,020	)		n		31,952
Total assets	$	975,452		$	476,145		$	10,752				$	1,462,349
Liabilities
Deposits	$	677,677		$	328,057		$	1,021			i	$	1,006,755
Other Borrowings		926			224			11,417			d		12,567
Federal Home Loan Bank Advances		198,778			94,678			1,394			j		294,850
Subordinated debentures		-			5,000								5,000
Other Liabilities		14,640			5,319								19,959
Total liabilities		892,021			433,278			13,832					1,339,131
Stockholder's Equity
Common stock		41			12,593			29					70
								(12,593	)		a
Additional paid-in capital		32,122			162			(162	)		a		32,122
Retained earnings		56,922			38,019			(38,019	)		a		96,680
								39,758			c
Accumulated other comprehensive income (loss)		(3,906	)		(703	)		703			a		(3,906	)
Unearned employee stock ownership plan shares		(1,748	)										(1,748	)
Treasury Stock					(7,204	)		7,204			a		-
Total equity capital		83,431			42,867			(3,080	)				123,218
Total liabilities and equity capital	$	975,452		$	476,145		$	10,752				$	1,462,349
See accompanying notes to unaudited pro forma combined condensed consolidated financial statements.

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UNAUDITED PRO FORMA COMBINED CONDENSED
CONSOLIDATED INCOME STATEMENT
For the 6 Months Ended June 30, 2008
	MutualFirst 6 mos ended 6/30/2008		MFB 6 mos ended 6/30/2008			Pro Forma Adjustments			Footnote Reference		Pro Forma Income Statement
	(in thousands)
Interest Income
Loans receivable, including fees	$	25,796	$	12,601		$	105			o	$	38,502
Investment securities and other interest earning assets		1,450		1,101								2,551
Total interest income		27,246		13,702			105					41,053
Interest Expense
Deposits		9,888		4,684			(102	)		o		14,470
Federal Home Loan Bank advances		4,155		2,580			(222	)		o		6,513
Other interest expense		43		156								199
Total interest expense		14,086		7,420			(324	)				21,182
Net Interest Income		13,160		6,282			429					19,871
Provision for loan losses		1,345		135								1,480
Net Interest Income After Provision for Loan Losses		11,815		6,147			429					18,391
Other Income
Service fee income		2,524		1,548								4,072
Gain on sale and servicing of loans and investments		503		(319	)							184
Increase in cash surrender value of life insurance and       death benefits		553		233								786
Trust/Investment Services		479		976								1,455
Other income		170		172								342
Total other income		4,229		2,610			-					6,839
Other Expenses
Salaries and employee benefits		7,711		4,339								12,050
Premises and equipment expense		1,599		1,495								3,094
Data processing fees		510		360								870
Advertising and promotion		547		193								740
Professional fees		440		411								851
Other expenses		2,566		1,504			332			o		4,402
Total other expenses		13,373		8,302			332					22,007
Income Before Income Tax		2,671		455			97					3,223
Income tax expense		282		(158	)		33			p		157
Net Income	$	2,389	$	613		$	64				$	3,066
Basic earnings per share	$	0.60	$	0.47							$	0.45
Diluted earnings per share	$	0.60	$	0.45							$	0.45
Average Basic Shares (in thousands)		3,987		1,317								6,872
Average Diluted Shares (in thousands)		3,987		1,366								6,872
See accompanying notes to unaudited pro forma combined condensed consolidated financial statements.

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UNAUDITED PRO FORMA COMBINED CONDENSED

CONSOLIDATED INCOME STATEMENT

For the 12 Months Ended December 31, 2007

	MutualFirst		MFB								Pro Forma
	12 mos ended		12 mos ended			Pro Forma			Footnote		Income
	12/31/2007		12/31/2007			Adjustments			Reference		Statement
	(in thousands)
Interest Income
Loans receivable, including fees	$	53,686	$	26,826		$	(673	)		o	$	79,839
Investment securities and other       interest earning assets		2,688		2,747								5,435
Total interest income		56,374		29,573			(673	)				85,274
Interest Expense
Deposits		24,498		10,093			(557	)		o		34,034
Federal Home Loan Bank advances		7,657		5,966			(480	)		o		13,143
Other interest expense		72		7								79
Total interest expense		32,227		16,066			(1,037	)				47,256
Net Interest Income		24,147		13,507			364					38,018
Provision for loan losses		2,240		(223	)							2,017
Net Interest Income After      Provision for Loan Losses		21,907		13,730			364					36,001
Other Income
Service fee income		4,831		3,233								8,064
Gain on sale and servicing of loans       and investments		471		98								569
Increase in cash surrender value of life insurance       and death benefits		1,230		336								1,566
Trust/Investment Services		764		900								1,664
Other income		474		1,039								1,513
Total other income		7,770		5,606			-					13,376
Other Expenses
Salaries and employee benefits		14,758		8,658								23,416
Premises and equipment expense		3,591		3,108								6,699
Data processing fees		1,058		760								1,818
Advertising and promotion		887		491								1,378
Professional fees		764		796								1,560
Other expenses		4,097		2,547			891			o		7,535
Total other expenses		25,155		16,360			891					42,406
Income Before Income Tax		4,522		2,976			(527	)				6,971
Income tax expense		296		553			(179	)		p		670
												-
Net Income	$	4,226	$	2,423		$	(348	)			$	6,301
Basic earnings per share	$	1.03	$	1.84							$	0.92
Diluted earnings per share	$	1.02	$	1.77							$	0.91
Average Basic Shares (in thousands)		4,104		1,317								6,867
Average Diluted Shares (in thousands)		4,151		1,366								6,914
See accompanying notes to unaudited pro forma condensed combined financial statements.

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Note 1 – Basis of Presentation

The unaudited pro forma combined condensed consolidated financial information has been prepared under the purchase method of accounting.  The unaudited pro forma combined condensed consolidated statement of earnings for the six months ended June 30, 2008 and the year ended December 31, 2007 are presented as if the merger occurred at the beginning of the applicable period.  The unaudited pro forma combined condensed balance sheet as of June 30, 2008 is presented as if the merger occurred as of that date.  This information is not intended to reflect the actual results that would have been achieved had the merger actually occurred on those dates.  No consideration was given in the unaudited pro forma combined condensed consolidated financial information to cost saves or fee enhancements for the combined organization.

Note 2 – Purchase Price

Pursuant to the merger agreement, 80% of the shares of MFB common stock outstanding immediately prior to the merger were converted into stock merger consideration, at an exchange ratio of 2.59 shares of MutualFirst common stock for each MFB share, and 20% of the shares of MFB common stock outstanding immediately prior to the merger were converted into cash merger consideration, at a rate of $41.00 for each MFB share.  The unaudited pro forma combined condensed consolidated balance sheet assumes that the merger occurred on June 30, 2008.  Based on the 1,392,381 shares of MFB common stock outstanding as of that date, the aggregate merger consideration would consist of approximately 2,885,013 shares of MutualFirst common stock and approximately $11,417,524 in cash.

Note 3 – Allocation of Purchase Price

Under purchase accounting, MFB Financial’s assets and liabilities and any identifiable intangible assets were required to be adjusted to their estimated fair values.    The following are the pro forma adjustments to record the transaction and to adjust MFB Financial’s assets and liabilities to their estimated fair values at June 30, 2008.

(a)    To record the elimination of capital accounts of MFB Financial.

(b)-(n) The following chart presents the allocation of purchase price and additional pro forma adjustments to record the transaction and to adjust MFB Financial’s assets and liabilities to their estimated fair values at June 30, 2008.  The notation next to each line item corresponds with the same notation in the pro forma financial statements.

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Purchase Price of MFB Financial (in thousands):
Purchase price paid as:
Additional paid in capital (b)	$	39,758
Common stock (c)		29
Cash (borrowed by MutualFirst)  (d)		11,417
Acquisition expenses (e)		1,225
	$	52,429
Allocated to:
Historical book value of MFB's assets and liabilities	$	42,867
Adjustments:
Eliminate existing goodwill (f)		(1,971	)
Eliminate existing intangibles (g)		(1,624	)
Fair market value adjustments:
Loans (h)		(1,678	)
Deposits (i)		(1,021	)
Borrowings (j)		(1,394	)
Fixed Assets (k)		116
Goodwill (l)		12,509
Core Deposit Intangible (m)		6,645
Deferred tax on purchase accounting adjustments (n)		(2,020	)
	$	52,429

(o)    To record amortization of purchase accounting entries and core deposit intangible.

Purchase Accounting Entries	Year 1
	6 mos ended 6/30/2008				12 mos ended 12/31/2007
Loans	$	105		$	(673	)
Core deposit intangible		(332	)		(891	)
Deposits		102			557
Borrowings		222			480
	$	97		$	(527	)

(p)    To record the impact of taxes at 34% rate.

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