MUTUALFIRST FINANCIAL INC (Form: S-4, Received: 01/17/2018 16:30:05)

UNIVERSAL

BANCORP

MERGER PROPOSED - YOUR VOTE IS VERY IMPORTANT

Dear Universal Bancorp Shareholder:

The boards of directors of MutualFirst Financial, Inc., which we refer to as "MutualFirst," and Universal Bancorp, which we refer to as "Universal," have each approved a merger of our two companies. Under the merger agreement, Universal will merge with and into MutualFirst, with MutualFirst being the surviving corporation, on the terms and conditions set forth in the merger agreement. Following completion of the merger, Universal's wholly owned bank subsidiary, BloomBank, will merge with and into MutualFirst's wholly owned bank subsidiary, MutualBank, with MutualBank being the surviving bank.

If the merger is completed, each outstanding share of Universal common stock will be converted into the right to receive merger consideration equal to (i) 15.6 shares of MutualFirst common stock and (ii) $250.00 in cash, as provided in the merger agreement. Although the number of shares of MutualFirst common stock that holders of Universal common stock will receive for the stock portion of the merger consideration is fixed, the market value of those shares will fluctuate with the market price of MutualFirst common stock and will not be known at the time Universal shareholders vote on the merger agreement. Based on (i) the closing price of $39.55 for MutualFirst common stock on NASDAQ Stock Market, Inc. (which we refer to as the "NASDAQ") on October 3, 2017, the day prior to the public announcement of the merger agreement, the implied value of the stock component of the merger consideration per share of Universal common stock would be approximately $616.98, and, together with the $250.00 per share to be paid in cash, the total merger consideration would be approximately $866.98 per share of Universal common stock, and (ii) the closing price of $ [•] for MutualFirst's common stock on NASDAQ on [•] , 2018, the latest practicable trading day before the printing of this proxy statement/prospectus, the implied value of the stock component of the merger consideration per share of Universal common stock would be approximately $ [•] and together with the $250.00 per share to be paid in cash, the total merger consideration would be approximately $ [•] per share of Universal common stock. The MutualFirst common stock is listed on the NASDAQ under the symbol "MFSF." We urge you to obtain current market quotations for MutualFirst common stock .

Under the terms of the merger agreement, in the event that the average daily closing sales prices for MutualFirst common stock for a specified period prior to the closing of the merger is less than $28.24 per share and the decrease in the price of MutualFirst's common stock is more than 20% greater than the decrease in the Nasdaq Bank Index over the same period, Universal has the right to terminate the merger agreement; provided, however, MutualFirst has the option to adjust the exchange ratio to prevent the termination of merger agreement.

As described in the accompanying proxy statement/prospectus, the completion of the merger is subject to customary conditions, including approval of the merger agreement by Universal's shareholders and the receipt of regulatory approvals.

Universal will hold a special meeting of its shareholders to vote on the merger agreement (which we sometimes refer to as the "merger agreement proposal"). Approval of the merger agreement proposal by Universal shareholders requires the affirmative vote of the holders of a majority of the outstanding shares of Universal common stock. A failure to vote will have the same effect as voting against the merger agreement proposal. In addition to voting on the merger agreement, at the special meeting, Universal shareholders will vote on a proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the merger agreement (which we sometimes refer to as the "adjournment proposal").

The Universal board of directors has carefully considered the merger and the terms of the merger agreement and believes that the completion of the merger on the terms set forth in the merger agreement is in the best interest of Universal and its shareholders. Accordingly, the Universal board of directors recommends that holders of Universal common stock vote "FOR" approval of the merger agreement proposal and "FOR" the adjournment proposal. In considering the recommendations of the board of directors of Universal, you should be

aware that the directors and executive officers of Universal have interests in the merger that are different from, or in addition to, the interests of Universal shareholders generally. See the section entitled "The Merger—Interests of Universal's Directors and Executive Officers in the Merger" beginning on page [•] of this proxy statement/prospectus.

This proxy statement/prospectus describes the special meeting, the documents related to the merger and other matters. Please carefully read this entire proxy statement/prospectus, including "Risk Factors," beginning on page [•] of this proxy statement/prospectus, for a discussion of the risks relating to the proposed merger. You also can obtain information about MutualFirst from documents that it has filed with the Securities and Exchange Commission.

Mark L. Barkley, Chairman
Universal Bancorp

Neither the Securities and Exchange Commission nor any state securities commission or any bank regulatory agency has approved or disapproved the shares of MutualFirst stock to be issued in the merger or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

The securities to be issued in the merger are not savings or deposit accounts or other obligations of any bank or nonbank subsidiary of MutualFirst or Universal, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

The date of this proxy statement/prospectus is [•] , 2018, and it is first being mailed or otherwise delivered to the shareholders of Universal on or about [•] , 2018.

UNIVERSAL BANCORP

48 North Washington Street
Bloomfield, Indiana 47424

(812) 384-4431

NOTICE OF SPECIAL MEETING OF

UNIVERSAL BANCORP SHAREHOLDERS


Date:	[•], 2018
Time:	[•] , local time
Place:	48 North Washington Street, Bloomfield, Indiana 47424

To Universal Bancorp Shareholders:

We are pleased to notify you of and invite you to a special meeting of shareholders of Universal Bancorp, which we refer to as "Universal." At the special meeting, holders of Universal common stock will be asked to vote on the following matters:

A proposal to approve the Agreement and Plan of Merger, dated as of October 4, 2017, by and between MutualFirst Financial, Inc., which we refer to as "MutualFirst," and Universal, pursuant to which Universal will merge with and into MutualFirst (which we sometimes refer to as the "merger agreement proposal"); and

·	A proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the merger agreement (which we sometimes refer to as the "adjournment proposal").

Only holders of record of Universal common stock as of the close of business on [•] , 2018 are entitled to vote at the special meeting and any adjournments or postponements of the special meeting. Approval of the merger agreement proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Universal common stock. The adjournment proposal will be approved if the votes cast in favor of the proposal exceed the votes cast against the proposal. Each share of Universal common stock entitles its holder to one vote.

Universal's board of directors has unanimously approved the merger agreement, has determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable and in the best interests of Universal and its shareholders, and unanimously recommends that holders of Universal common stock vote "FOR" approval of the merger agreement proposal and "FOR" the adjournment proposal.

Your vote is very important . We cannot complete the merger unless Universal's shareholders approve the merger agreement. To ensure your representation at the special meeting, please complete and return the enclosed proxy card. Whether or not you expect to attend the special meeting in person, please vote promptly.

Universal has concluded that under Indiana law, if the merger is completed, Universal shareholders of record who do not vote to approve the merger agreement and otherwise comply with the applicable provisions of Indiana law pertaining to dissenters' rights will be entitled to exercise dissenters' rights and obtain payment in cash of the fair value of their shares of Universal common stock by following the procedures set forth in detail in the enclosed proxy statement/prospectus. A copy of the section of the Indiana Business Corporation Law pertaining to dissenters' rights is included as Annex C to the accompanying proxy statement/prospectus.

We look forward to hearing from you.

		By Order of the Board of Directors



		Mark L. Barkley, Chairman
		Universal Bancorp

[•] , 2018

Bloomfield, Indiana

YOUR VOTE IS VERY IMPORTANT!

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE VOTE PROMPTLY BY RETURNING THE ENCLOSED PROXY CARD.

REFERENCES TO ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information about MutualFirst from documents filed with the Securities and Exchange Commission, or the SEC, that are not included in or delivered with this proxy statement/prospectus. You can obtain any of the documents filed with or furnished to the SEC by MutualFirst at no cost from the SEC's website at http://www.sec.gov. You may also request copies of these documents, including documents incorporated by reference in this proxy statement/prospectus, at no cost by contacting MutualFirst Financial, Inc., Attn: Investor Relations, 110 East Charles Street, Muncie, Indiana 47305 , or by telephone at (765) 747-2883 .

You will not be charged for any of these documents that you request. To obtain timely delivery of these documents, you must request them no later than five business days before the date of Universal's special meeting of shareholders. This means that Universal shareholders requesting documents must do so by [•] , 2018, in order to receive them before the special meeting.

In addition, if you have questions about the merger or the special meeting, need additional copies of this proxy statement/prospectus or need to obtain proxy cards or other information related to the proxy solicitation, you may contact Universal, at the following address:

UNIVERSAL BANCORP

Attn: William B. McNeely, President and CEO
48 North Washington Street
Bloomfield, Indiana 47424

Universal does not have a class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, is not subject to the reporting requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and accordingly does not file documents or reports with the SEC.

You should rely only on the information contained in, or incorporated by reference into, this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated [•] , 2018, and you should assume that the information in this proxy statement/prospectus is accurate only as of such date. You should assume that the information incorporated by reference into this proxy statement/prospectus is accurate as of the date of the document that includes such information. Neither the mailing of this proxy statement/prospectus to Universal shareholders nor the issuance by MutualFirst of shares of MutualFirst common stock in connection with the merger will create any implication to the contrary.

MutualFirst supplied all information contained or incorporated by reference in this proxy statement/prospectus relating to MutualFirst and Universal supplied all information contained in this proxy statement/prospectus relating to Universal. Information on the websites of MutualFirst and Universal, or any subsidiary of MutualFirst or Universal, is not part of this proxy statement/prospectus or incorporated by reference herein. You should not rely on that information in deciding how to vote.

This document does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

See "Where You Can Find More Information" on page [•] and "Information About MutualFirst Financial, Inc." on page [•] for more details relating to MutualFirst, and "Information About Universal Bancorp" on page [•] for more details relating to Universal.

iii

TABLE OF CONTENTS

Page

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING		1

SUMMARY		6

RISK FACTORS		14

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		19

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA		21

	Selected Historical Consolidated Financial Data of MutualFirst	21

	Selected Historical Consolidated Financial Data of Universal	23

UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED FINANCIAL INFORMATION		25

COMPARATIVE HISTORICAL AND PRO FORMA PER SHARE DATA		34

THE SPECIAL MEETING		35

THE MERGER		38

	General	38

	Background of the Merger	38

	Universal's Reasons for the Merger; Recommendation of Universal's Board of Directors	40

	Opinion of Universal's Financial Advisor	42

	MutualFirst's Reasons for the Merger	47

	Regulatory Approvals	49

	Interests of Universal's Directors and Executive Officers in the Merger	49

	MutualFirst's Board of Directors and Management Following Completion of the Mergers	51

	Method of Effecting the Acquisition	51

	Effective Time	51

	Accounting Treatment	51

	Dissenters' Rights of Universal Shareholders	52

	MutualFirst's Dividend Policy	54

	No Fractional Shares	54

	Share Matters	54

	Public Trading Markets	54

THE MERGER AGREEMENT		55

	The Merger	55

	Merger Consideration	55

	Effective Time and Completion of the Merger	55

	Conversion of Shares; Exchange Procedures	56

	Letter of Transmittal and Instructions	56

	Representations and Warranties	57

	Conduct of Business Pending the Merger	59

	Employee Benefit Matters	61

	Indemnification and Continuance of Director and Officer Liability Coverage	62

	Shareholder Meeting and Recommendation of Universal's Boards of Directors	62

	Agreement Not to Solicit Other Offers	63

	Conditions to Complete the Merger	63

	Termination of the Merger Agreement	64

	Effect of Termination	65

	Termination Fee	66

	Expenses	66

	Amendment, Waiver and Extension of the Merger Agreement	66

	Voting Agreements	66

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER		67

	Treatment of the Merger as a "Reorganization"	68

	U.S. Federal Income Tax Consequences of the Merger to U.S. Holders	68

	Potential Recharacterization of Gain as a Dividend	69

	Receipt of Cash in Lieu of a Fractional Share of MutualFirst Stock	70

	Dissenting Shareholders	70

	Net Investment Income Tax	70

	Backup Withholding	70

	Information Reporting	71

INFORMATION ABOUT MUTUALFIRST FINANCIAL		71

INFORMATION ABOUT UNIVERSAL BANCORP		72

UNIVERSAL MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		73

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF UNIVERSAL		87

COMPARATIVE MARKET PRICES AND DIVIDENDS ON COMMON STOCK		88

DESCRIPTION OF MUTUALFIRST'S CAPITAL STOCK		89

	General	89

	Common Stock	89

	Preferred Stock	89

	Other Anti-Takeover Provisions	89

COMPARISON OF SHAREHOLDER RIGHTS		90

LEGAL MATTERS		98

EXPERTS		98

WHERE YOU CAN FIND MORE INFORMATION		98

INDEX TO UNIVERSAL FINANCIAL STATEMENTS		100

Agreement and Plan of Merger, dated as of October 4, 2017, by and between MutualFirst Financial, Inc. and Universal Bancorp

Opinion of Universal Bancorp's Financial Advisor

Chapter 23-1-44 of the Indiana Business Corporation Law

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

The following are questions that you may have about the merger and the special meeting of Universal shareholders, and brief answers to those questions. We urge you to read carefully the entire proxy statement/prospectus because the information in this section does not provide all of the information that might be important to you with respect to the merger and the special meeting. Additional important information is contained in the documents incorporated by reference into this proxy statement/prospectus. See "Where You Can Find More Information."

Unless the context otherwise requires, throughout this proxy statement/prospectus, "MutualFirst" refers to MutualFirst Financial, Inc., "Universal" refers to Universal Bancorp and "we," "us" and "our" refers collectively to MutualFirst and Universal.

Q:	What is the merger?

A:	MutualFirst and Universal have entered into an Agreement and Plan of Merger, dated as of October 4, 2017 (which we refer to as the "merger agreement"), pursuant to which Universal will merge with and into MutualFirst, with MutualFirst continuing as the surviving corporation (we refer to this transaction as the "merger"). Immediately following completion of the merger, Universal's wholly owned subsidiary bank, BloomBank, will merge with and into MutualFirst's wholly owned subsidiary bank, MutualBank, with MutualBank continuing as the surviving bank (we refer to this transaction as the "bank merger"). The merger and bank merger are sometimes collectively referred to herein as the "mergers." A copy of the merger agreement is attached to this proxy statement/prospectus as Annex A .

Q:	Why am I receiving this proxy statement/prospectus?

A:	We are delivering this document to you because you are a shareholder of Universal and this document is a proxy statement being used by Universal's board of directors to solicit proxies of its shareholders in connection with approval of the merger agreement (which we sometimes refer to as the "merger agreement proposal"). This document is also a prospectus that is being delivered to Universal shareholders because MutualFirst is offering shares of its common stock to Universal shareholders in connection with the merger. The merger cannot be completed unless the holders of Universal common stock approve the merger agreement proposal by the affirmative vote of the holders of a majority of the outstanding shares of Universal common stock.

Q:	In addition to the merger agreement proposal, what else are Universal shareholders being asked to vote on?

A:	Universal is soliciting proxies from holders of its common stock with respect to one additional proposal. This additional proposal is to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the merger agreement proposal (which we sometimes refer to as the "adjournment proposal"). Completion of the merger is not conditioned upon approval of the adjournment proposal.

Q:	What will Universal shareholders receive in the merger?

A:	If the merger is completed, each outstanding share of Universal common stock will be converted into the right to receive merger consideration equal to (i) 15.6 shares of MutualFirst common stock and (ii) $250.00 in cash, as provided in the merger agreement. MutualFirst will not issue any fractional shares of MutualFirst common stock in the merger. Universal shareholders who would otherwise be entitled to a fractional share of MutualFirst common stock upon completion of the merger will instead receive an amount in cash equal to the fractional share interest (rounded to the nearest ten thousandth) multiplied by the average of the last reported closing prices per share of MutualFirst common stock as reported on NASDAQ for the twenty consecutive trading days ending on the tenth calendar day immediately preceding the day on which the merger is completed, or if such calendar day is not a trading day on the NASDAQ, the trading day immediately preceding such calendar day (which we refer to as the "average MutualFirst common stock price").

	Although the number of shares of MutualFirst common stock that holders of Universal common stock will receive for the stock portion of the merger consideration is fixed, the market value of those shares will fluctuate with the market price of MutualFirst common stock and will not be known at the time Universal Shareholders vote on the merger agreement. We urge you to obtain current market quotations for MutualFirst common stock . (NASDAQ: trading symbol "MFSF") For further information, see "The Merger Agreement—Merger Consideration."

Q:	How does Universal's board of directors recommend that I vote at the special meeting?

A:	After careful consideration, Universal's board of directors unanimously recommends that holders of Universal common stock vote "FOR" the merger agreement proposal and "FOR" the adjournment proposal. For a more complete description of Universal's reasons for the merger and the recommendations of the Universal board of directors, see "The Merger—Universal's Reasons for the Merger; Recommendation of Universal's Board of Directors" beginning on page [•] . Each of the directors of Universal has entered into a voting agreement with MutualFirst pursuant to which each of them has agreed to vote his or her shares of Universal common stock beneficially owned in favor of the merger agreement. For more information regarding the voting agreements, see "The Merger Agreement—Voting Agreements" beginning on page [•] .

Q:	When and where is the special meeting?

A:	The special meeting will be held at 48 North Washington Street, Bloomfield, Indiana 47424 , on [•] , 2018, at [•] , local time.

Q:	What do I need to do now?

A:	After you have carefully read this proxy statement/prospectus and have decided how you wish your shares to be voted, please complete, sign, and date your proxy card and mail it in the enclosed postage-paid return envelope as soon as possible. Please vote by proxy even if you plan to attend the special meeting. If you hold your Universal shares through a bank, broker or other nominee (commonly referred to as held in "street name"), you must direct your bank, broker or other nominee to vote in accordance with the instructions you have received from them.
Q:	If my shares are held in street name with a bank, broker or other nominee, will my bank, broker or other nominee vote my shares for me?

A:	No. Without instructions from you, your bank, broker or other nominee will not be able to vote your shares. This will have the same effect as voting against approval of the merger agreement proposal.

Q:	Who is entitled to vote?

A:	Holders of record of Universal common stock at the close of business on [•] , 2018, which is the date that the Universal board of directors has fixed as the record date for the special meeting, are entitled to vote at the special meeting.

Q:	What constitutes a quorum?

A:	The presence at the special meeting, in person or by proxy, of the holders of a majority of the total outstanding shares of Universal common stock will constitute a quorum for the transaction of business on the merger agreement proposal and the adjournment proposal. Abstentions and broker non-votes will be treated as shares that are present at the meeting for the purpose of determining the presence of a quorum.

Q:	What is the vote required to approve each proposal at the special meeting?

A:	Merger agreement proposal: To approve the merger agreement proposal, a majority of the shares of Universal common stock entitled to vote thereon must be voted in favor of such proposal. If you mark "ABSTAIN" on your proxy or fail to submit a proxy and fail to vote in person at the special meeting, it will have the same effect as a vote "AGAINST" the merger agreement proposal. Adjournment proposal: The adjournment proposal will be approved if the votes cast in favor of such proposal at the special meeting exceed the votes cast in opposition to such proposal. If you mark "ABSTAIN" on your proxy or fail to submit a proxy and fail to vote in person at the special meeting, it will have no effect on the adjournment proposal. As stated above, our directors, who collectively own or have the power to vote 23,580 shares, or 31.0 % of the issued and outstanding shares of Universal common stock, have entered into voting agreements pursuant to which they have agreed to vote their stock in favor of the merger and the merger agreement proposal.

Q:	Why is my vote important?

A:	If you do not vote by proxy or attend the special meeting in person, it will be more difficult for Universal to obtain the quorum required to transact business at the special meeting. In addition, the failure of a holder of Universal common stock to submit a proxy or vote in person at the special meeting, as well as an abstention, will have the same effect as a vote "AGAINST" the merger agreement proposal at the special meeting. The merger agreement must be approved by the affirmative vote of the holders of a majority of the shares of Universal common stock entitled to vote on the merger agreement proposal.

Q:	Can I attend the special meeting and vote my shares in person?

A:	Yes. All shareholders of Universal are invited to attend the special meeting. A shareholder who holds shares in "street name" through a broker, bank, trustee or other nominee (referred to in this proxy statement/prospectus as a "beneficial owner") who desires to attend the special meeting in person must bring proof of beneficial ownership as of the record date, such as a letter from the broker, bank, trustee or other nominee that is the record owner of such beneficial owner's shares, a brokerage account statement or the voting instruction form provided by the broker. Holders of Universal common stock can vote in person at the special meeting. If you wish to vote in person at the special meeting and you are a shareholder of record, you should bring the enclosed proxy card and proof of identity. A person who holds his or her shares in street name must have a validly executed proxy entitling such person to vote on behalf of a record owner of Universal shares in order to vote at the special meeting. A t the appropriate time during the special meeting, the shareholders present will be asked whether anyone wishes to vote in person. You should raise your hand at this time to receive a ballot to record your vote. Even if you plan to attend the special meeting, we encourage you to vote by proxy to save us the expense of further proxy solicitation efforts.

Q:	Can I change my proxy or voting instructions?

A:	Yes. If you are a holder of record of Universal common stock you may revoke your proxy at any time before it is voted by (1) signing and returning a proxy card with a later date, (2) delivering a written revocation to Universal's Corporate Secretary or (3) attending the Universal special meeting in person and voting by ballot at the special meeting. Attendance at the special meeting by itself will not automatically revoke your proxy. A revocation or later-dated proxy received by Universal after the vote is taken at the special meeting will not affect your previously submitted proxy. The mailing address for Universal's Corporate Secretary is: Universal Bancorp, Attention: Corporate Secretary, 48 North Washington Street, Bloomfield, Indiana 47424 .

Q:	Will Universal be required to submit the proposal to approve the merger agreement to its shareholders even if Universal's board of directors has withdrawn or modified its recommendation?

A:	Yes. Unless the merger agreement is terminated before the special meeting, Universal is required to submit the proposal to approve the merger agreement to its shareholders even if Universal's board of directors has withdrawn or modified its recommendation.

Q:	What are the U.S. federal income tax consequences of the merger to Universal shareholders?

A:	The merger is intended to qualify as a tax-deferred "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (which we refer to as the "Code"). Assuming the mergers qualify as a reorganization, a U.S. holder of Universal common stock will recognize gain (but not loss) in an amount equal to the lesser of (i) the amount by which the sum of the fair market value of the MutualFirst common stock (determined as of the effective time of the merger) and cash received by such U.S. holder of Universal common stock in the merger exceeds such U.S. holder's adjusted tax basis in the holder's Universal common stock surrendered and (ii) the amount of cash received by such U.S. holder of Universal common stock (in each case excluding any cash received in lieu of fractional shares of MutualFirst common stock, with the gain or loss on such fractional share determined separately, as discussed below under "Material U.S. Federal Income Tax Consequences of the Merger—Receipt of Cash in Lieu of a Fractional Share of MutualFirst Stock"). Gain or loss is determined separately with respect to each block of Universal common stock, and a loss realized on one block of shares may not be used to offset a gain realized on another block of shares in the merger. It is a condition to the completion of the merger that MutualFirst and Universal receive written opinions from their respective legal counsel to the effect that the merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. All holders of Universal common stock should consult their own independent tax advisors regarding the particular tax consequences of the merger to them, including the applicability and effect of U.S. federal, state, local, foreign, and other tax laws.

Q:	Are holders of Universal common stock entitled to dissenters' rights?

A:	Yes. Indiana law provides you with dissenters' rights in the merger. This means that you are legally entitled to receive payment in cash of the fair value of your shares, excluding any appreciation in value that results from the merger. To maintain your dissenters' rights you must (i) deliver written notice of your intent to demand payment for your shares to Universal before the special meeting of Universal shareholders or at the special meeting but before the vote is taken and (ii) not vote in favor of the merger. Notices should be addressed to Universal's Secretary and sent to 48 North Washington Street, Bloomfield, Indiana 47424. Your failure to follow exactly the procedures specified under Indiana law will result in the loss of your dissenters' rights. A copy of the section of the Indiana Business Corporation Law (which we refer to as the "IBCL") pertaining to dissenters' rights is provided as Annex C to this document. See "The Merger—Dissenters' Rights of Universal Shareholders."

Q:	If I am a holder of Universal common stock in certificated form, should I send in my Universal common stock certificates now?

A:	No. Please do not send in your Universal common stock certificates with your proxy. After completion of the merger, the exchange agent will send you instructions for exchanging certificates for Universal common stock for the merger consideration. See "The Merger Agreement—Conversion of Shares; Exchange Procedures."

Q:	What should I do if I hold my shares of Universal common stock in book-entry form?

A:	You are not required to take any special additional actions if your shares of Universal common stock are held in book-entry form. After the completion of the merger, the exchange agent will send you instructions for exchanging your shares for the merger consideration. See "The Merger Agreement—Conversion of Shares; Exchange Procedures."

Q:	Whom may I contact if I cannot locate my Universal common stock certificate(s)?

A:	If you are unable to locate your original Universal common stock certificate(s), you should contact William B. McNeely, Universal's President and Chief Executive Officer, at (812) 384-4431.

Q:	What should I do if I receive more than one set of voting materials?

A:	Universal shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you are a holder of record of Universal common stock and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive or otherwise follow the voting instructions set forth in this proxy statement/prospectus to ensure that you vote every share of Universal common stock that you own.

Q:	When do you expect to complete the merger?

A:	MutualFirst and Universal expect to complete the merger during the quarter ending March 31, 2018 once all of the conditions to the merger are fulfilled. However, neither MutualFirst nor Universal can assure you of when or if the merger will be completed. We must first obtain the approval by Universal shareholders of the merger agreement, obtain necessary regulatory approvals and satisfy certain other closing conditions.

Q:	What happens if the merger is not completed?

A:	If the merger is not completed, holders of Universal common stock will not receive any consideration for their shares in connection with the merger. Instead, Universal will remain an independent company. In addition, if the merger agreement is terminated in certain circumstances, a termination fee may be required to be paid by Universal to MutualFirst. See "The Merger Agreement—Termination Fee" beginning on page [•] for a complete discussion of the circumstances under which a termination fee will be payable.

Q:	Are there any risks in the merger that I should consider?

A:	Yes. There are risks associated with all mergers, including this merger. These risks are discussed in more detail in "Risk Factors" beginning on page [•] .

Q:	Whom should I call with questions?

A:	If you have any questions concerning the merger or this proxy statement/prospectus, would like additional copies of this proxy statement/prospectus or need help voting your shares of Universal common stock , please contact William B. McNeely, Universal's President and Chief Executive Officer, at (812) 384-4431.

SUMMARY

This summary highlights selected information from this proxy statement/prospectus and may not contain all of the information that is important to you. You should carefully read this entire document, including the annexes, and the other documents to which this document refers to fully understand the merger and the related transactions. A list of the documents incorporated by reference appears on page [•] under "Where You Can Find More Information."

The Merger and the Merger Agreement (pages [•] and [•] )

The terms and conditions of the merger are contained in the merger agreement, which is attached to this proxy statement/prospectus as Annex A . We encourage you to read the merger agreement carefully, as it is the legal document that governs the merger.

In the merger, Universal will merge with and into MutualFirst, with MutualFirst as the surviving entity after the merger. As a result of this merger, each outstanding share of Universal common stock (other than dissenting and treasury shares) will be converted into the right to receive the merger consideration described below.

Immediately following the merger, Universal's wholly owned bank subsidiary, BloomBank, will merge with and into MutualFirst's wholly owned bank subsidiary, MutualBank, with MutualBank as the surviving entity after the bank merger. As a result of the mergers, Universal and BloomBank will cease to exist as separate entities.

In the Merger, Holders of Universal Common Stock Will Receive Shares of MutualFirst Common Stock and Cash (page [•] )

Although the number of shares of MutualFirst common stock that holders of Universal common stock will receive for the stock portion of the merger consideration is fixed, the market value of those shares will fluctuate from the closing price of MutualFirst common stock on the date MutualFirst and Universal announced the merger, on the date that this proxy statement/prospectus is mailed to Universal shareholders, on the date of the Universal special meeting and on the date the merger is completed and thereafter; however there will not be any adjustment to the merger consideration for changes in the market price of shares of MutualFirst common stock. Universal is not generally permitted to terminate the merger agreement or re-solicit the vote of Universal shareholders solely because of changes in the market prices of MutualFirst's common stock. Though Universal may terminate the merger agreement in certain limited circumstances involving a decrease in the trading price of MutualFirst's common stock, if (i) the average closing price of MutualFirst common stock during a specified period prior to closing is less than $28.24 and (y) MutualFirst's common stock underperforms the Nasdaq Bank Index by more than 20%, unless MutualFirst elects to make a compensating adjustment to the exchange ratio. Other than a possible compensating adjustment by MutualFirst to the exchange ratio under these circumstances, the parties do not expect that any adjustment will be made to the exchange ratio based on changes in the stock price of either company. We urge you to obtain current market quotations for MutualFirst common stock . (NASDAQ: trading symbol "MFSF").

MutualFirst's common stock is listed on the NASDAQ under the symbol "MFSF". Universal's common stock is not listed on an exchange or quoted on any automated services, and there is no established trading market for shares of Universal common stock. The following table shows the closing sale prices of MutualFirst common stock as reported on NASDAQ on, and the last known sales prices of Universal common stock as of, October 3,

2017, the day prior to the public announcement of the merger agreement , and [•] , 2018, the last practicable trading day before the printing of this proxy statement/prospectus. This table also shows the implied value of the merger consideration payable for each share of Universal common stock, calculated by multiplying the closing price of MutualFirst common stock on those dates by the exchange ratio of 15.6 for the stock portion of the merger consideration, and adding to that amount $250.00 for the cash portion of the merger consideration.

Date	MutualFirst Closing Price	Universal Common Stock Sales Price	Implied Value of Merger Consideration for One Share of Universal Common Stock

October 3, 2017	$ 39.55	$ 300.00 ⁽¹⁾	$866.98
[•] , 2018	$ [•]	$ [•] ⁽¹⁾	$ [•]

⁽¹⁾ The last known sale of Universal common stock occurred on June 29, 2016.

Universal Will Hold a Special Meeting of Shareholders on [•] , 2018 (page [•] )

A special meeting of Universal's shareholders will be held on [•] , 2018, at [•] , local time, at 48 North Washington Street, Bloomfield, Indiana 47424 . At the special meeting, holders of Universal common stock will be asked to vote on the following matters:

·	the merger agreement proposal; and

·	the adjournment proposal.

Only holders of record of Universal common stock at the close of business on [•] , 2018 will be entitled to vote at the special meeting. Each share of Universal common stock is entitled to one vote on the merger agreement proposal and the adjournment proposal. As of the record date, there were 75,996 shares of Universal common stock entitled to vote at the special meeting. As of the record date, Universal's directors and executive officers and their affiliates were entitled to vote approximately 23,580 shares of Universal's common stock, or approximately 31.0% of the total outstanding shares of Universal common stock.

Concurrent with the execution of the merger agreement, each Universal director entered into a voting agreement with MutualFirst under which they have agreed, among other things, (i) to vote their shares in favor of the merger agreement proposal, and (ii) subject to limited exceptions, not to sell or otherwise dispose of shares of Universal common stock beneficially owned as of the date of such voting agreement until after the approval of the merger agreement by the shareholders of Universal. For additional information regarding the voting agreement, see "The Merger Agreement—Voting Agreements."

To approve the merger agreement proposal, a majority of the shares of Universal common stock must be voted in favor of such proposal. The adjournment proposal will be approved if the votes cast by holders of Universal common stock in favor of such proposal exceed the votes cast in opposition to such proposal. If you mark "ABSTAIN" on your proxy, or fail to submit a proxy and fail to vote in person at the special meeting, it will have the same effect as a vote "AGAINST" the merger agreement proposal. If you mark "ABSTAIN" on your proxy, or fail to submit a proxy and fail to vote in person at the special meeting, it will have no effect on the adjournment proposal.

Universal's Board of Directors Unanimously Recommends that Universal Shareholders Vote "FOR" the Approval of the Merger Agreement Proposal and the Adjournment Proposal (page [•]).

After careful consideration, Universal's board of directors has determined that the merger agreement and the transactions contemplated by the merger agreement, including the mergers, are advisable and in the best interests of Universal and its shareholders and has unanimously approved the merger agreement. Universal's board of directors unanimously recommends that holders of Universal common stock vote "FOR" the approval of the merger agreement proposal and "FOR" approval of the adjournment proposal. For the factors considered by Universal's board of directors in reaching its decision to approve the merger agreement, see "The Merger—Universal's Reasons for the Merger; Recommendation of Universal's Board of Directors."

Opinion of Universal's Financial Advisor (page [•] and Annex B])

In connection with its consideration of the merger, on October 4, 2017, the Universal board of directors received from Boenning & Scattergood, Inc. (which we refer to as "Boenning & Scattergood"), its oral opinion, which opinion was confirmed by delivery of a written opinion, dated October 4, 2017, to the effect that, as of such date and based upon and subject to the various factors, assumptions and limitations set forth in its opinion, the merger consideration was fair, from a financial point of view, to the holders of Universal common stock. The full text of Boenning & Scattergood's written opinion is attached as Annex B to this proxy statement/prospectus. You should read the entire opinion for a discussion of, among other things, the assumptions made, procedures followed, matters considered and limitations on the review undertaken by Boenning & Scattergood in rendering its opinion. Boenning & Scattergood's written opinion is addressed to the Universal board of directors, is directed only to the merger consideration and does not constitute a recommendation to any Universal shareholder as to how a shareholder should vote with respect to the merger or any other matter.

Material U.S. Federal Income Tax Consequences of the Merger (page [•])

The mergers are intended to qualify as a tax-deferred "reorganization" within the meaning of Section 368(a) of the Code. Assuming the mergers qualify as a reorganization, a U.S. holder of Universal common stock generally will recognize gain (but not loss) in an amount equal to the lesser of (i) the amount by which the sum of the fair market value of the MutualFirst common stock (determined as of the effective time of the merger) and cash received by such U.S. holder of Universal common stock in the merger exceeds such U.S. holder's adjusted tax basis in its Universal common stock surrendered and (ii) the amount of cash received by such U.S. holder of Universal common stock (excluding any cash received in lieu of fractional shares of MutualFirst common stock, with the gain or loss on such fractional share determined separately, as discussed under "Material U.S. Federal Income Tax Consequences of the Merger—Receipt of Cash in Lieu of a Fractional Share of MutualFirst Stock"). Gain or loss is determined separately with respect to each block of Universal common stock, and a loss realized on one block of shares may not be used to offset a gain realized on another block of shares in the merger.

It is a condition to the completion of the merger that MutualFirst and Universal receive written opinions from their respective legal counsel to the effect that the merger will qualify as a reorganization within the meaning of Section 368(a) of the Code.

For further information, see "Material U.S. Federal Income Tax Consequences of the Merger."

The U.S. federal income tax consequences described above may not apply to all holders of Universal common stock. Your tax consequences will depend on your individual situation. Accordingly, we strongly urge you to consult your independent tax advisor for a full understanding of the particular tax consequences of the merger to you.

Following the merger, you will be entitled to receive any dividends that MutualFirst pays on its common stock (page [●]).

After the merger, you will receive dividends, if any, that MutualFirst pays on its common stock. During the first three quarters of 2017, MutualFirst paid quarterly cash dividends of $0.16 per share. During the fourth quarter of 2017, MutualFirst paid a quarterly cash dividend of $0.18 per share.

Holders of Universal Common Stock Have Dissenters' Rights in Connection with the Merger (page [•] )

Universal shareholders may dissent from the merger and, upon complying with the requirements of Indiana law, receive cash in the amount of the fair value of their shares instead of the merger consideration specified in the merger agreement. A copy of the section of the IBCL pertaining to dissenters' rights is attached as Annex C to this proxy statement/prospectus. You should read the statute carefully and consult with your legal counsel if you intend to exercise these rights.

The exercise of dissenters' rights by holders of Universal common stock will result in the recognition of gain or loss, as the case may be, for federal income tax purposes.

Universal's Executive Officers and Directors Have Interests in the Merger that Differ from Your Interests (page [•] )

Executive officers of Universal negotiated the terms of the merger agreement with MutualFirst, and Universal's board of directors unanimously approved and recommended that Universal shareholders vote to approve the merger agreement. Universal shareholders should be aware that Universal's directors and executive officers have interests in the merger and arrangements that are different from, or in addition to, those of Universal shareholders generally. Universal's board of directors was aware of these interests and considered these interests, among other matters, when making its decision to approve the merger agreement, and in recommending that Universal shareholders vote in favor of approving the merger agreement. These interests include the following:

·	Payments to William B. McNeely, President and Chief Executive Officer of BloomBank, pursuant to his Retention Bonus Agreement and his Longevity (Phantom Stock) Incentive Agreement with Universal;

·	Payments to Chad M. Riddle, Executive Vice President of BloomBank, D. Scott Robinson, Executive Vice President of BloomBank, and Gregory L. Hartz, Executive Vice President and Senior Lender of BloomBank, pursuant to their Retention Bonus Agreements with Universal;

·	Five Universal officers have entered into employment agreements with MutualFirst and MutualBank. The employment agreements are each for a two-year period from the effective time of the merger;

·	Two directors of Universal will be added to the MutualFirst board;

·	Continued indemnification and liability insurance coverage following the merger for Universal's directors and officers; and

·	Each director has entered into a voting agreement in favor of MutualFirst agreeing to vote his or her Universal common stock for approval of the merger agreement and approval of the adjournment proposal.

For a more complete description of these interests, see "The Merger—Interests of Universal's Directors and Executive Officers in the Merger."

Regulatory Approvals (page [•] )

In order to complete the merger, MutualFirst and Universal must first obtain all regulatory approvals, consents or waivers required in connection with the merger and the bank merger. Accordingly, the parties must obtain the approval of or waiver by the Board of Governors of the Federal Reserve System, which we refer to as the Federal Reserve Board, the Indiana Department of Financial Institutions, which we refer to as the Indiana DFI and the Federal Deposit Insurance Corporation, which we refer to as the FDIC. The U.S. Department of Justice may also review the impact of the mergers on competition. Applications with the FDIC and the Indiana DFI were filed on November 17, 2017. A waiver request was submitted to the Federal Reserve Board on November 29 , 2017 and approved on December 6, 2017.

There can be no assurance as to whether all regulatory approvals will be obtained or as to the dates of the approvals. There also can be no assurance that the regulatory approvals received will not contain a condition or requirement that results in a failure to satisfy the conditions to closing set forth in the merger agreement. See "The Merger Agreement—Conditions to Complete the Merger."

Conditions that Must be Satisfied or Waived for the Merger to Occur (page [•] )

In addition to the regulatory approvals, the consummation of the merger depends on a number of conditions being met, including, among others:

·	approval of the merger agreement by the holders of a majority of all outstanding Universal common stock;

·	authorization of the MutualFirst common stock to be issued in the merger for listing on NASDAQ;

·	the effectiveness of a registration statement on Form S-4 with the SEC in connection with the issuance of MutualFirst common stock in the merger;

·	absence of any order, injunction, decree or law preventing or making illegal completion of the merger or the bank merger;

·	receipt by each party of an opinion from such party's tax counsel that the merger will qualify as a tax-free reorganization for U.S. federal income tax purposes;

·	accuracy of the representations and warranties of Universal and MutualFirst, subject to the standards set forth in the closing conditions of the merger agreement;

·	performance in all material respects by Universal and MutualFirst of all obligations required to be performed by either of them under the merger agreement;

·	dissenting shares shall be less than 10% of the issued and outstanding Universal common stock; and

·	receipt of certain third-party consents by Universal.

Where the law permits, either MutualFirst or Universal could elect to waive a condition to its obligation to complete the merger although that condition has not been satisfied. We cannot be certain when (or if) the conditions to the merger will be satisfied or waived or that the merger will be completed.

In addition, after Universal's shareholders have adopted the merger agreement, we may not amend the merger agreement to reduce the amount or change the form of consideration to be received by Universal shareholders in the merger without the approval of Universal shareholders as required by law.

We expect to complete the merger during the quarter ending March 31, 2018. No assurance can be given, however, as to when or if the conditions to the merger will be satisfied or waived, or that the merger will be completed.

Non-Solicitation (page [•] )

Universal has agreed that it generally will not solicit or encourage any inquiries or proposals regarding other acquisition proposals by third parties. Universal may respond to an unsolicited proposal if the board of directors of Universal determines in good faith that the proposal constitutes or is reasonably likely to result in a transaction that is more favorable from a financial point of view to Universal's shareholders than the merger and that the board's failure to respond would result in a violation of its fiduciary duties. Universal must promptly notify MutualFirst if it receives any other acquisition proposals.

Termination of the Merger Agreement (page [●])

Universal and MutualFirst, by mutual consent, can terminate the merger any time prior to completion, even if the shareholders of Universal have voted to approve the merger agreement. Also, either party can decide, without the consent of the other, to terminate the merger in a number of other situations, including:

if any governmental entity that must grant a required regulatory approval of the merger or the bank merger has denied such approval and such denial has become final and nonappealable, unless the denial is due to the failure of the party seeking to terminate the merger agreement to perform or observe the covenants and agreements of that party set forth in the merger agreement;

·	if any governmental entity of competent jurisdiction has issued a final nonappealable order, injunction or decree enjoining or otherwise prohibiting or making illegal the consummation of the merger or the bank merger;

·	failure to complete the merger by June 30, 2018, unless the failure of the closing to occur by that date is due to the failure of the party seeking to terminate the merger agreement to perform or observe the covenants or agreements of that party;

if the other party has breached any of its covenants, agreements, representations or warranties contained in the merger agreement based on the closing condition standards set forth in the merger agreement, and the party seeking to terminate is not then in material breach of any representation, warranty, covenant or other agreement contained in the merger agreement, and the breach is not cured within twenty (20) days following written notice to the party committing the breach, or which breach, by its nature, cannot be cured within such twenty (20) day period; and

if the approval of the merger agreement by Universal's shareholders is not obtained by reason of the failure to obtain the vote required at the Universal special meeting, except this right may not be exercised by Universal if Universal or its board of directors has committed an act that would entitle MutualFirst to terminate the merger agreement and receive the termination fee specified in the merger agreement.

MutualFirst, without the consent of Universal, can terminate:

·	if the board of directors of Universal fails to recommend to its shareholders the approval of the merger agreement, or adversely changes, or publicly announces its intention to adversely change its recommendation; or

if Universal materially breaches any of its obligations relating to third-party acquisition proposals, or Universal refuses to call or hold a meeting of Universal shareholders to vote on the merger agreement proposal (unless the merger agreement is terminated prior to such special meeting in accordance with the terms of the merger agreement).

Universal, without the consent of MutualFirst, can terminate:

·	prior to obtaining shareholder approval in order to enter into an agreement relating to a superior proposal; provided, however, that Universal has not materially breached the merger agreement provisions outlined in "The Merger Agreement—Agreement Not to Solicit Other Offers" on page [ · ]; or

if the average closing price of MutualFirst common stock over the prior 20 trading days is less than $28.24 during the three day period following the 10th calendar day immediately prior to the effective time of the merger and if MutualFirst's common stock underperforms the Nasdaq Bank Index by more than 20%, unless MutualFirst elects to make a compensating adjustment to the exchange ratio.

Termination Fee (page [•] )

Under some circumstances, Universal will be required to pay a termination fee to MutualFirst if the merger agreement is terminated. Set forth below are the termination events that would result in Universal being obligated to pay MutualFirst a $2.5 million termination fee:

a termination by MutualFirst based on (i) the board of directors of Universal either failing to continue its recommendation that the Universal shareholders approve the merger agreement proposal or adversely changing such recommendation, (ii) Universal materially breaching the provisions of the merger agreement relating to third party acquisition proposals, or (iii) Universal failing to call or hold a meeting of Universal shareholders to vote on the merger agreement proposal;

·	a termination by Universal prior to it obtaining shareholder approval of the merger agreement in order to enter into an agreement with a third party with respect to an unsolicited superior acquisition proposal; or

a termination by either MutualFirst or Universal as a result of the failure of Universal's shareholders to approve the merger agreement if, prior to such termination, there is publicly announced a proposal for a tender or exchange offer, for a merger or consolidation or other business combination involving Universal or BloomBank or for the acquisition of a majority of the voting power in, or a majority of the fair market value of the business, assets or deposits of, Universal or BloomBank and, within one year of the termination, Universal or BloomBank either enters into a definitive agreement with respect to that type of transaction or consummates that type of transaction.

In the event MutualFirst terminates the merger agreement as a result of a willful and material breach by Universal of the provisions of the merger agreement relating to third party acquisition proposals, MutualFirst is not required to accept the termination fee from Universal and may pursue alternate relief against Universal.

The Rights of Universal Shareholders Will Change as a Result of the Merger (page [•] )

The rights of holders of Universal common stock will change as a result of the merger due to differences in MutualFirst's and Universal's governing documents. The rights of holders of Universal common stock are governed by Indiana law and Universal's articles of incorporation and bylaws as amended to date, and those of MutualFirst's shareholders are governed by Maryland law and by MutualFirst's articles of incorporation and bylaws as amended to date. Upon completion of the merger, holders of Universal common stock will become shareholders of MutualFirst, as the continuing legal entity in the merger, and their rights will be governed by Maryland law and by MutualFirst's articles of incorporation and bylaws.

See "Comparison of Shareholder Rights" for a description of the material differences in shareholder rights under each of the MutualFirst and Universal governing documents.

Information About the Companies (page [•] )

MutualFirst Financial, Inc.

MutualFirst is the parent company of MutualBank, an Indiana-based financial institution first organized in 1889. MutualBank has 27 full-service retail financial centers in Delaware, Elkhart, Grant, Kosciusko, Randolph, St. Joseph, Wabash and Allen Counties in Indiana. MutualBank also has trust offices in Fishers and Crawfordsville, Indiana and a loan origination office in New Buffalo, Michigan. MutualBank has a subsidiary, Summit Mortgage, Inc., that operates a mortgage banking firm in Fort Wayne, Indiana. MutualWealth and MutualFinancial Investment Services are the wealth management and brokerage divisions of MutualBank that provide a range of fee-based financial services, including trust, investment, insurance, broker advisory, retirement plan and private banking services, in its market areas. As of September 30, 2017, MutualFirst had consolidated assets of $1.6 billion, loans of $1.2 billion, deposits of $1.2 billion, and shareholders' equity of $150.2 million .

MutualFirst regularly evaluates opportunities to expand through acquisitions and conducts due diligence activities in connection with such opportunities. As a result, acquisition discussions and, in some cases, negotiations may take place at any time, and acquisitions involving cash or debt or equity securities may occur.

MutualFirst's executive offices are located at 110 E. Charles Street, Muncie, Indiana 47305-2400. MutualFirst's common stock is traded on the NASDAQ under the symbol "MFSF."

Additional information about MutualFirst and its subsidiaries is contained under "Information About MutualFirst Financial" and is included in documents incorporated by reference in this proxy statement/prospectus. See "Where You Can Find More Information."

Universal Bancorp

Universal is a bank holding company registered under the Bank Holding Company Act of 1956, as amended, and the parent company of BloomBank. BloomBank is a state-chartered Indiana bank headquartered in Bloomfield, Indiana. BloomBank maintains 13 locations for the convenience of customers in Greene, Hamilton, Jackson, Johnson, Lawrence and Monroe Counties in Indiana. BloomBank provides a wide range of financial services to individuals within its market area, including deposit accounts, secured and unsecured loans, residential mortgage originations, checking, savings and money market accounts, and time deposits. BloomBank also offers financing for commercial and industrial projects, income producing commercial real estate, owner-occupied real estate and construction and development for commercial customers. As of September 30, 2017, Universal had, on a consolidated basis, assets of $402.7 million, loans of $268.7 million, deposits of $322.4 million, and shareholders' equity of $44.5 million .

Universal's principal office is located at 48 North Washington Street, Bloomfield, Indiana 47424 , and its telephone number is (800) 319-6110. Universal's common stock is not listed or traded on any established securities exchange or quotation system.

For additional information about Universal see "Information About Universal Bancorp."

Universal Shareholders Should Wait to Surrender Their Stock Certificates Until After the Merger

To receive your merger consideration, you will need to surrender your Universal common stock certificates. If the merger is completed, the exchange agent appointed by MutualFirst will send you written instructions for exchanging your stock certificates. The exchange agent will be Continental Stock Transfer & Trust Company, MutualFirst's stock transfer agent, or an unrelated bank or trust company reasonably acceptable to Universal.

Please do not send in your stock certificates until you receive these instructions.

Risk Factors (page [•] )

You should consider all the information contained in or incorporated by reference into this proxy statement/prospectus in deciding how to vote on the proposals presented in this proxy statement/prospectus. In particular, you should consider the factors under "Risk Factors."

RISK FACTORS

In addition to general investment risks and the other information contained in or incorporated by reference into this proxy statement/prospectus, including the matters addressed under the section "Cautionary Statement Regarding Forward-Looking Statements," you should carefully consider the following risk factors in deciding how to vote for the proposals presented in this proxy statement/prospectus. You should also read and consider the risks associated with the business of MutualFirst because these risks will relate to the combined company. Descriptions of some of these risks can be found in MutualFirst's Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed with the SEC and other reports filed by MutualFirst with the SEC and incorporated by reference into this proxy statement/prospectus. See "Where You Can Find More Information."

Because the market price of MutualFirst common stock will fluctuate, holders of Universal common stock cannot be certain prior to the completion of the merger of the market value of the stock portion of the merger consideration they will receive.

The market value of the stock portion of the merger consideration to be paid to the holders of Universal common stock will vary from the closing price of MutualFirst common stock on the date MutualFirst and Universal announced the merger, on the date that this proxy statement/prospectus is mailed to Universal shareholders, on the date of the Universal special meeting and on the date the merger is completed and thereafter; however, there will not be any adjustment to the merger consideration for changes in the market price of shares of MutualFirst common stock. Therefore, you will not know at the time of the special meeting the precise market value of the stock portion of the merger consideration you will receive upon completion of the merger. Universal is not generally permitted to terminate the merger agreement or re-solicit the vote of Universal shareholders solely because of changes in the market prices of MutualFirst's common stock. Though Universal may terminate the merger agreement in certain limited circumstances involving a decrease in the trading price of MutualFirst's common stock, if (i) the average closing price of MutualFirst common stock during a specified period prior to closing is less than $28.24 and (y) MutualFirst's common stock underperforms the Nasdaq Bank Index by more than 20%, unless MutualFirst elects to make a compensating adjustment to the exchange ratio. Other than a possible compensating adjustment by MutualFirst to the exchange ratio under these circumstances, the parties do not expect that any adjustment will be made to the exchange ratio based on changes in the stock price of either company.

Stock price changes may result from a variety of factors that are beyond the control of MutualFirst and Universal, including, but not limited to, general market and economic conditions, changes in our respective businesses, operations and prospects and regulatory considerations. We urge you to obtain current market quotations for MutualFirst common stock (NASDAQ: trading symbol "MFSF") . There are no current market quotations for Universal common stock because Universal is a privately owned corporation and its common stock is not traded on any established public trading market.

The market price of MutualFirst common stock after the merger may be affected by factors different from those currently affecting the value of Universal common stock.

Upon completion of the merger, holders of Universal common stock will become holders of MutualFirst common stock. MutualFirst's business differs in important respects from that of Universal and, accordingly, the results of operations of MutualFirst and the market price of MutualFirst common stock after the completion of the merger may be affected by factors different from those currently affecting the independent results of operations of Universal.

Universal's shareholders will have less influence as shareholders of MutualFirst than as shareholders of Universal.

Holders of Universal common stock currently have the right to vote in the election of the board of directors of Universal and on other matters affecting Universal. Immediately following the merger, it is expected that the current shareholders of Universal as a group will hold an ownership interest of approximately 13.8% of the outstanding MutualFirst common stock. When the merger occurs, each holder of Universal common stock will become a shareholder of MutualFirst with a percentage ownership of the combined organization much smaller than such shareholder's percentage ownership of Universal. Because of this, Universal's shareholders will have less influence on the management and policies of MutualFirst than they now have on the management and policies of Universal.

The shares of MutualFirst common stock to be received by holders of Universal common stock for the stock portion of the merger consideration will have rights different from the shares of Universal common stock.

Upon completion of the merger, holders of Universal common stock will become MutualFirst shareholders and their rights as MutualFirst shareholders will be governed by Maryland law and by MutualFirst's articles of incorporation and bylaws. The rights associated with Universal common stock, which are governed by Indiana law and Universal's articles of incorporation and bylaws, are different from the rights associated with MutualFirst common stock. See "Comparison of Shareholder Rights" for a discussion of the different rights associated with MutualFirst common stock.

Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or that could have an adverse effect on MutualFirst following the merger.

Before the merger and the bank merger may be completed, MutualFirst and Universal must obtain approvals or waivers from the Federal Reserve Board, the Indiana DFI and the FDIC. Other approvals, waivers or consents from regulators may also be required. An adverse development in either party's regulatory standing or other factors could result in an inability to obtain regulatory approvals and/or waivers, or delay their receipt. Regulators may also impose conditions on the completion of the merger or the bank merger or require changes to the terms of the merger or the bank merger. While MutualFirst and Universal do not currently expect that any such conditions or changes will be imposed or required, there can be no assurance that they will not be, and such conditions or changes could have the effect of delaying completion of the merger or imposing additional costs on or limiting the revenues of MutualFirst following the merger, any of which might have an adverse effect on MutualFirst following the merger. MutualFirst is not obligated to complete the merger if the regulatory approvals received in connection with the completion of the merger impose any unduly burdensome condition upon MutualFirst. See "The Merger—Regulatory Approvals."

Combining the two companies may be more difficult, costly or time consuming than expected, and the anticipated benefits and cost savings of the merger may not be realized.

The success of the merger, including anticipated benefits and cost savings, will depend, in part, on our ability to successfully combine the businesses of MutualFirst and Universal. To realize these anticipated benefits and cost savings, after the completion of the merger, MutualFirst expects to integrate Universal's business into its own. It is possible that the integration process could result in the loss of key employees, the disruption of each company's ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect MutualFirst's ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits and cost savings of the merger. If MutualFirst experiences difficulties with the integration process, the anticipated benefits of the merger may not be realized fully or at all or may take longer to realize than expected. As with any merger of financial institutions, there also may be business disruptions that cause MutualFirst and/or Universal to lose customers or cause customers to remove their accounts from MutualFirst and/or Universal and move their business to competing financial institutions. Integration efforts between the two companies will also divert management attention and resources. These integration matters could have an adverse effect on each of Universal and MutualFirst during this transition period and on MutualFirst for an undetermined period after completion of the merger. In addition, the actual cost savings of the merger could be less than anticipated.

The fairness opinion obtained by Universal from its financial advisor will not reflect changes in circumstances between signing the merger agreement and the completion of merger.

Universal has not obtained an updated opinion as of the date of this proxy statement/prospectus from its financial advisor, Boenning & Scattergood. Changes in the operations and prospects of MutualFirst or Universal, general market and economic conditions and other factors which may be beyond the control of MutualFirst and Universal, and on which the fairness opinion was based, may alter the value of MutualFirst or Universal or the price of shares of MutualFirst common stock or Universal common stock by the time the merger is completed. The opinion does not speak as of the time the merger will be completed or as of any date other than the date of such opinion. The opinion will not address the fairness of the merger consideration, from a financial point of view, at the time of the Universal shareholder vote or at the time the merger is completed. For a description of the opinion that Universal received from its financial advisor, please refer to "The Merger—Opinion of Universal's Financial Advisor " For a description of the other factors considered by the boards of directors of Universal and MutualFirst in

determining to approve the merger, please refer to "The Merger—Universal's Reasons for the Merger; Recommendation of Universal's Board of Directors" and "The Merger—MutualFirst's Reasons for the Merger."

Universal's directors and executive officers have interests in the merger that may differ from the interests of Universal's shareholders.

Universal's shareholders should be aware that Universal's directors and executive officers have interests in the merger and have arrangements that are different from, or in addition to, those of Universal's shareholders generally. These interests and arrangements may create potential conflicts of interest. Universal's board of directors was aware of these interests and considered these interests, among other matters, when making its decision to approve the merger agreement, and in recommending that Universal's shareholders vote in favor of approving the merger agreement. For a more complete description of these interests, see "The Merger—Interests of Universal's Directors and Executive Officers in the Merger."

The merger agreement limits Universal's ability to pursue alternative acquisition proposals and requires Universal to pay a termination fee of $2.5 million under certain circumstances, including circumstances relating to alternative acquisition proposals.

The merger agreement generally prohibits Universal from initiating, soliciting, encouraging or knowingly facilitating certain third-party acquisition proposals. See "The Merger Agreement—Agreement Not to Solicit Other Offers." The merger agreement also provides that Universal must pay MutualFirst a termination fee of $2.5 million if the merger agreement is terminated under certain circumstances, including Universal's failure to abide by its obligations under the merger agreement not to solicit alternative acquisition proposals. See "The Merger Agreement—Termination Fee." These provisions might discourage a potential competing acquirer from considering or proposing an acquisition of all or a significant part of Universal or BloomBank at a greater value to Universal's shareholders than MutualFirst has offered in the merger. The payment of the termination fee could also have an adverse effect on Universal's financial condition.

Termination of the merger agreement could negatively impact Universal regardless of whether the $2.5 million termination fee is payable .

If the merger agreement is terminated, there may be various negative consequences for Universal regardless of whether the $2.5 million termination fee is payable. For example, Universal's business may be impacted adversely by the failure to pursue other beneficial opportunities due to the focus of management on the merger, without realizing any of the anticipated benefits of completing the merger. Additionally, if the merger agreement is terminated, the value of Universal's common stock could decline to the extent current values reflect an assumption that the merger will be completed.

Universal will be subject to business uncertainties and contractual restrictions while the merger is pending.

MutualFirst and Universal have operated independently and, until the completion of the merger, will continue to operate independently. Uncertainty about the effect of the merger on employees and customers may have an adverse effect on Universal and consequently on MutualFirst. These uncertainties may impair Universal's ability to attract, retain or motivate key personnel until the merger is consummated, and could cause customers and others that deal with Universal to seek to change existing business relationships with Universal. Retention of certain employees may be challenging during the pendency of the merger as certain employees may experience uncertainty about their future roles with MutualFirst. If key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with MutualFirst, MutualFirst's business following the merger could be harmed. In addition, the merger agreement restricts Universal from making certain acquisitions and taking other specified actions until the merger occurs without the consent of MutualFirst. These restrictions may prevent Universal from pursuing attractive business opportunities that may arise prior to the completion of the merger. See "The Merger Agreement—Conduct of Businesses Pending the Merger."

The merger may fail to qualify as a tax-free reorganization under the Internal Revenue Code.

The merger of Universal into MutualFirst has been structured to qualify as a tax-free reorganization under Section 368(a) of the Code. The closing of the merger is conditioned upon the receipt by each of MutualFirst and Universal of an opinion of its respective legal counsel, each dated as of the effective date of the merger, substantially

to the effect that, on the basis of facts, representations and assumptions set forth or referred to in that opinion (including factual representations contained in certificates of officers of Universal and MutualFirst) which are consistent with the state of facts existing as of the effective date of the merger, the merger constitutes a reorganization under Section 368(a) of the Code. The tax opinions to be delivered in connection with the merger will not be binding on the Internal Revenue Service, referred to as the IRS, or the courts, and neither Universal nor MutualFirst intends to request a ruling from the IRS with respect to the United States federal income tax consequences of the merger. If the merger fails to qualify as a tax-free reorganization, a Universal shareholder would likely recognize gain or loss on each share of Universal exchanged for MutualFirst common stock in the amount of the difference between the fair market value of the MutualFirst common stock and cash received by the Universal shareholder in exchange and the shareholder's basis in the Universal shares surrendered. See "Material U.S. Federal Income Tax Consequences of the Merger" beginning on page [•] for a more detailed discussion of the federal income tax consequences of the transaction.

The merger may be completed even though MutualFirst or Universal experiences adverse changes in its business.

In general, either MutualFirst or Universal may refuse to complete the merger if the other party suffers a material adverse effect on its business prior to the closing of the merger. However, certain types of changes or occurrences with respect to MutualFirst or Universal would not prevent the merger from going forward, even if the change or occurrence would have adverse effects on MutualFirst or Universal, including the following:

changes in United States generally accepted accounting principles ("GAAP") or regulatory accounting requirements generally applicable to financial institutions and their holding companies, if such changes do not have a disproportionate impact on the affected company;

changes in laws and regulations affecting financial institutions and their holding companies generally, or interpretations thereof by courts or governmental entities, if such changes do not have a disproportionate impact on the affected company;

changes in global, national or regional political conditions including the outbreak of war or acts of terrorism, or in economic or market conditions affecting the financial services industry generally, if such changes do not have a disproportionate impact on the affected company;

changes or effects from the announcement of the merger agreement and the transactions contemplated thereby, and compliance by the parties with the merger agreement on the business, financial condition or results of operations of the parties; and

a decline in the trading price of a party's common stock or the failure, in and of itself, of a party to meet earnings projections, but not, in either case, including the underlying causes thereof.; however, Universal may terminate the merger agreement if (i) the average closing price of MutualFirst common stock during a specified period prior to closing is less than $28.24 and (y) MutualFirst's common stock underperforms the Nasdaq Bank Index by more than 20%, unless MutualFirst elects to make a compensating adjustment to the exchange ratio.

In addition, either MutualFirst or Universal could waive the closing condition related to the occurrence of a material adverse effect on the other party and the merger would be completed, even if a material adverse effect were to occur of a type that would otherwise allow a party to terminate the merger agreement or refuse to complete the merger.

If the merger is not consummated by June 30, 2018, either MutualFirst or Universal may choose not to proceed with the merger.

Either MutualFirst or Universal may terminate the merger agreement if the merger has not been completed by June 30, 2018, unless the failure of the merger to be completed has resulted from the material failure of the party seeking to terminate the merger agreement to perform its obligations.

If the merger is not completed, Universal will have incurred substantial expenses without realizing the expected benefits of the merger.

The merger is subject to certain closing conditions, including the receipt of regulatory approvals, the approval of the merger agreement by Universal's shareholders, as well as other conditions, some of which are beyond MutualFirst's and Universal's control. Neither MutualFirst nor Universal can predict when or whether these conditions will be satisfied. Universal has incurred or will incur substantial expenses in connection with due diligence surrounding and the negotiation and completion of the transactions contemplated by the merger agreement. If the merger is not completed, Universal would have to recognize these expenses without realizing the expected benefits of the merger.

The dissenters' rights appraisal process is uncertain.

Universal shareholders may or may not be entitled to receive more than the amount provided for in the merger agreement for their shares of Universal common stock if they elect to exercise their right to dissent from the proposed merger, depending on the appraisal of the fair value of the Universal common stock pursuant to the dissenting shareholder procedures under the IBCL. See "The Merger—Dissenters' Rights of Universal Shareholders" beginning on page [•] and Annex C to this proxy statement/prospectus. For this reason, the amount of cash that you might be entitled to receive should you elect to exercise your right to dissent from the merger may be more or less than the value of the merger consideration to be paid pursuant to the merger agreement. In addition, it is a condition to MutualFirst's obligation to complete the merger that the holders of not more than 10% of the outstanding shares of Universal common stock exercise dissenters' rights. The number of shares of Universal common stock as to which dissenters' rights will be exercised under the IBCL is not known and, therefore, there is no assurance that this closing condition will be satisfied.

Risk factors relating to MutualFirst and its business.

MutualFirst is, and will continue to be, subject to the risks described in MutualFirst's Annual Report on Form 10-K for the fiscal year ended December 31, 2016, as updated by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which are filed with the SEC and incorporated by reference into this proxy statement/prospectus. See "Where You Can Find More Information" on page [•] .

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains or incorporates by reference a number of forward-looking statements regarding the financial condition, results of operations, earnings outlook and business prospects of MutualFirst, Universal and the potential combined company and may include statements for the period following the completion of the merger. You can find many of these statements by looking for words such as "may," "assume," "expects," "projects," "targets," "anticipates," "believes," "intends," "estimates," "strategy," "plan," "potential," "possible" and other similar expressions. Statements about the expected timing, completion and effects of the merger and all other statements in this proxy statement/prospectus or in the documents incorporated by reference in this proxy statement/prospectus other than historical facts constitute forward-looking statements.

These forward-looking statements are based on current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. The ability of either MutualFirst or Universal to predict results or actual effects of its plans and strategies, or those of the combined company, is inherently uncertain. Accordingly, actual results may differ materially from those expressed in, or implied by, the forward-looking statements. Some of the factors that may cause actual results or earnings to differ materially from those contemplated by the forward-looking statements include, but are not limited to, those discussed under "Risk Factors" and those discussed in the filings of MutualFirst that are incorporated into this proxy statement/prospectus by reference, as well as the following:

·	the requisite regulatory approvals and the approval of Universal's shareholders for the merger might not be obtained and other conditions to completion of the merger might not be satisfied or waived;

expected cost savings, synergies and other benefits from MutualFirst's merger and acquisition activities, including the merger with Universal, might not be realized within the anticipated time frames or at all, and costs or difficulties relating to integration matters, including but not limited to customer and employee retention, might be greater than expected;

·	the strength of the United States economy in general and the strength of the local economies in which we conduct operations;

·	fluctuations in interest rates and in real estate values;

·	monetary and fiscal policies of the Federal Reserve Board and the U.S. Government and other governmental initiatives affecting the financial services industry;

·	the risks of lending and investing activities, including changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for loan losses;

·	the ability to access cost-effective funding;

·	the timely development of and acceptance of new products and services and the perceived overall value of these products and services by users, including the features, pricing and quality compared to competitors' products and services;

·	fluctuations in real-estate values and both residential and commercial real estate market conditions;

·	demand for loans and deposits in the market areas of MutualFirst and Universal;

·	decreases in the secondary market for the sale of loans that we originate;

·	legislative or regulatory changes, including the effect of Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"), changes in regulatory policies and principles, changes in regulatory capital requirements or the interpretation of regulatory capital or other rules;

results of examinations of MutualFirst and Universal by their respective regulators, including the possibility that such regulators may, among other things, require an increase the reserve for loan losses, write-down assets, a change to our regulatory capital position, or affect our ability to borrow funds or maintain or increase deposits, which could adversely affect our liquidity and earnings;

·	the impact of technological changes; and

·	the successful management of the risks involved in the foregoing.

Any forward-looking statements are based upon management's beliefs and assumptions at the time they are made.

For any forward-looking statements made in this proxy statement/prospectus or in any documents incorporated by reference into this proxy statement/prospectus, MutualFirst and Universal claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on these statements, which speak only as of the date of this proxy statement/prospectus or the date of the applicable document incorporated by reference in this proxy statement/prospectus. MutualFirst and Universal do not undertake to update forward-looking statements to reflect facts, circumstances, assumptions or events that occur after the date the forward-looking statements are made. All subsequent written and oral forward-looking statements concerning the merger or other matters addressed in this proxy statement/prospectus and attributable to MutualFirst, Universal or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this proxy statement/prospectus.

100

Crowe Horwath LLP

Independent Member Crowe Horwath International

INDEPENDENT AUDITOR'S REPORT

Board of Directors and Shareholders

Universal Bancorp

Bloomfield, Indiana

Report on the Financial Statements

We have audited the accompanying consolidated financial statements of Universal Bancorp, which comprise the consolidated balance sheets as of June 30, 2017 and 2016, and the related consolidated statements of income and comprehensive income, changes in shareholders' equity and cash flows for the years then ended, and the related notes to the consolidated financial statements.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

F-1

Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Universal Bancorp as of June 30, 2017 and 2016 , and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

Other Matter

In our report dated October 25, 2016, we expressed an opinion that the 2016 financial statements did not fairly present the financial position, results of operations, and cash flows of Universal Bancorp in accordance with accounting principles generally accepted in the United States of America because Universal Bancorp excluded the fair value of financial instruments in the consolidated financial statements. As described in Note 1, in January 2016, the Financial Accounting Standards Board issued Accounting Standards Update No. 2016-10, Recognition and Measurement of Financial Assets and Financial Liabilities (Topic 825), which no longer requires entities that are not public business entities to disclose the fair value of financial instruments measured at amortized cost. This guidance required retrospective application. Accordingly, our current opinion on the 2017 financial statements, as presented herein, is different from that expressed in our previous report.

/s/ Crowe Horwath LLP

Indianapolis, Indiana

October 17, 2017

F-2

UNIVERSAL BANCORP

CONSOLIDATED BALANCE SHEETS

as of June 30, 2017 and 2016

(Dollars in thousands)

	2017			2016
ASSETS
Cash and due from banks	$	11,689		$	18,558
Money market fund		-			5,000
Federal funds sold		3,313			2,300
Total cash and cash equivalents		15,002			25,858
Interest-bearing balances in other financial
institutions		2,932			2,932
Securities available-for-sale		89,477			87,885
Loans held for sale		1,226			1,318
Loans		268,815			263,773
Less: Allowance for loan losses		(3,406	)		(4,237	)
Loans, net		265,409			259,536

Federal Home Loan Bank stock		1,637			1,637
Bank owned life insurance		7,444			7,267
Premises, furniture and equipment		6,574			6,292
Accrued interest receivable		1,179			1,107
Goodwill		1,895			1,895
Other real estate owned		5,139			7,345
Other assets		4,599			4,822

	$	402,513		$	407,894


LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Noninterest-bearing deposits	$	89,155		$	83,138
Interest-bearing deposits		234,286			236,386
Total deposits		323,441			319,524
Federal Home Loan Bank advances		27,421			32,002
Other borrowings		7,595			5,390
Accrued interest payable		82			92
Other liabilities		521			2,442
Total liabilities		359,060			359,450

Shareholders' equity
Preferred stock, Series A, no par value, 2017- 0 shares issued
and outstanding, $0 liquidation value; 2016- 6,400 shares issued
and outstanding, $6,400 liquidation value		-			6,400
Preferred stock, Series B, no par value, 2017- 0 shares issued
and outstanding, $0 liquidation value; 2016- 495 shares issued
and outstanding, $495 liquidation value		-			495
Common stock, 100,000 shares
authorized and outstanding		100			100
Treasury stock – 24,004 shares		(3,596	)		(3,596	)
Surplus		4,903			4,903
Undivided profits		41,529			38,768
Accumulated other comprehensive income		517			1,374
Total shareholders' equity		43,453			48,444

	$	402,513		$	407,894

F-3

UNIVERSAL BANCORP

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

Years ended June 30, 2017 and 2016

(Dollars in thousands)

	2017			2016
Interest income
Loans, including related fees	$	13,242		$	13,339
Securities
Taxable		1,007			1,003
Tax exempt		1,436			1,294
Other		97			60
		15,782			15,696

Interest expense
Deposits		925			882
Other		637			436
		1,562			1,318

Net interest income		14,220			14,378

Provision for loan losses		60			72

Net interest income after provision for loan losses		14,160			14,306

Non-interest income
Service charges on deposit accounts		496			526
Mortgage banking income		829			738
Gain on sales of securities		107			196
Loan servicing income		407			396
Other		1,505			1,369
		3,344			3,225

Non-interest expense
Salaries and employee benefits		7,546			7,135
Occupancy and equipment		2,553			2,314
Loan collection and other real estate expenses		926			555
FDIC insurance expense		143			375
Other		2,856			2,904
		14,024			13,283

Income before income taxes		3,490			4,248

Income tax expense		628			1,047

Net income		2,862			3,201

Other comprehensive income (loss)
Unrealized gains/(losses) on securities available-for-sale, net		(857	)		1,690

Comprehensive income	$	2,005		$	4,891

F-4

UNIVERSAL BANCORP

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

Years ended June 30, 2017 and 2016

(Dollars in thousands)

														Accumulated
														Other			Total
														Compre-			Share-
	Preferred			Common		Treasury					Undivided			hensive			holders'
	Stock			Stock		Stock			Surplus		Profits			Income (Loss )			Equity

Balance, July 1, 2015	$	10,395		$	100	$	(3,596	)	$	4,903	$	36,332		$	(316	)	$	47,818

Net income		-			-		-			-		3,201			-			3,201
Other comprehensive income		-			-		-			-		-			1,690			1,690
Dividends on preferred stock		-			-		-			-		(765	)		-			(765	)
Redemptions of preferred stock		(3,500	)		-		-			-		-			-			(3,500	)

Balance, June 30, 2016		6,895			100		(3,596	)		4,903		38,768			1,374			48,444

Net income		-			-		-			-		2,862			-			2,862
Other comprehensive income		-			-		-			-		-			(857	)		(857	)
Dividends on preferred stock		-			-		-			-		(101	)		-			(101	)
Redemptions of preferred stock		(6,895	)		-		-			-		-			-			(6,895	)

Balance, June 30, 2017	$	-		$	100	$	(3,596	)	$	4,903	$	41,529		$	517		$	43,453

F-5

UNIVERSAL BANCORP

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years ended June 30, 2017 and 2016

(Dollars in thousands)

	2017			2016
Cash flows from operating activities
Net income (loss)	$	2,862		$	3,201
Adjustments to reconcile net income (loss) to net cash
from operating activities
Depreciation		606			526
Provision for loan losses		60			72
Amortization and accretion, net		366			343
Amortization of mortgage servicing rights		278			283
Loss on sales and write-downs of foreclosed assets		401			925
Earnings on bank owned life insurance		(177	)		(158	)
Gain on sale of securities		(107	)		(196	)
Gain on sale of loans		(829	)		(738	)
Change in assets and liabilities
Loans held for sale		921			742
Accrued interest receivable and other assets		311			99
Accrued interest payable and other liabilities		(36	)		(41	)
Net cash from operating activities		4,656			5,058

Cash flows from investing activities
Net change in interest-bearing balances in
other financial institutions		-			2
Purchase of securities available-for-sale		(23,435	)		(20,369	)
Proceeds from sales of securities		7,130			14,404
Proceeds from calls, maturities and paydowns of securities
available-for-sale		11,264			9,365
Proceeds from sales of real estate owned		1,840			498
Loans made to customers, net of payments collected		(5,968	)		(13,513	)
Net purchases of premises and equipment		(888	)		(553	)
Proceeds from bank owned life insurance		-			98
Net cash from investing activities		(10,057	)		(10,068	)

Cash flows from financing activities
Net change in deposit accounts		3,917			13,816
Draws of FHLB advances		10,500			10,500
Repayments of FHLB advances		(15,081	)		(9,082	)
Advances of other borrowings		4,895			-
Repayments of other borrowings		(2,690	)		-
Preferred dividends paid		(101	)		(765	)
Repayments of TARP preferred stock		(6,895	)		(3,500	)
Net cash from financing activities		(5,455	)		10,969

Net change in cash and cash equivalents		(10,856	)		5,959

Cash and cash equivalents at beginning of year		25,858			19,899

Cash and cash equivalents at end of year	$	15,002		$	25,858

Supplemental disclosures of cash flow information
Cash paid during the year for:
Interest	$	1,572		$	1,331
Income taxes		-			-
Supplemental noncash disclosures
Transfer from loans to real estate owned	$	35		$	934
Security purchases settled in a subsequent period		-			1,895
Security purchases settled from a prior period		1,895			-

F-6

UNIVERSAL BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2017 and 2016

(Dollars in thousands)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations and Principles of Consolidation : The consolidated financial statements include the accounts of Universal Bancorp and its wholly owned subsidiary, BloomBank (the "Bank"), and its wholly owned subsidiary, Universal Investment Company, Inc., together referred to as "the Company." Intercompany transactions and balances are eliminated in consolidation.

The Company provides financial services through its Bank offices primarily in Bloomfield, Indiana. Its primary deposit products are checking, savings, and term certificate accounts, and its primary lending products are residential mortgage, commercial, and installment loans. Substantially all loans are secured by specific items of collateral including business assets, consumer assets, and commercial and residential real estate. Commercial loans are expected to be repaid from cash flow from operations of businesses. There are no significant concentrations of loans to any one industry or customer. However, the customers' ability to repay their loans is dependent on the real estate and general economic conditions in the area.

Subsequent Events : The Company has evaluated subsequent events for recognition and disclosure through October 17, 2017, which is the date the financial statements were available to be issued.

Use of Estimates : To prepare financial statements in conformity with accounting principles generally accepted in the United States of America management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided, and actual results could differ.

Cash Flows : Cash and cash equivalents include cash, deposits with other financial institutions, money market investments and federal funds sold. Net cash flows are reported for customer loan and deposit transactions, interest bearing deposits in other financial institutions, and federal funds purchased and repurchase agreements.

Interest-Bearing Deposits in Other Financial Institutions : Interest-bearing deposits in other financial institutions mature within five years and are carried at cost.

Securities : The Company classifies all securities as available for sale. Debt securities are classified as available for sale when they might be sold before maturity. Equity securities with readily determinable fair values are classified as available for sale. Securities available for sale are carried at fair value, with unrealized holding gains and losses reported in other comprehensive income, net of tax.

Interest income includes amortization of purchase premium or discount. Premiums and discounts on securities are amortized on the level-yield method without anticipating prepayments, except for mortgage backed securities where prepayments are anticipated. Gains and losses on sales are recorded on the trade date and determined using the specific identification method.

Management evaluates securities for other-than-temporary impairment ("OTTI") on at least a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. For securities in an unrealized loss position, management considers the extent and duration of the unrealized loss, and the financial condition and near-term prospects of the issuer. Management also assesses whether it intends to sell, or it is more likely than not that it will be required to sell, a security in an unrealized loss position before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the entire difference between amortized cost and fair value is recognized as impairment through earnings. For debt securities that do not meet the aforementioned criteria, the amount of impairment is split into two components as follows: 1) OTTI related to credit loss, which must be recognized in the income statement and 2) other-than-temporary impairment (OTTI) related to other factors, which is recognized in other comprehensive income. The credit loss is defined as the difference between the present value of the cash flows expected to be collected and the amortized cost basis. For equity securities, the entire amount of impairment is recognized through earnings.

(Continued)

F-7

UNIVERSAL BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2017 and 2016

(Dollars in thousands)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Loans Held for Sale : Mortgage loans originated and intended for sale in the secondary market are carried at the lower of aggregate cost or fair value, as determined by outstanding commitments from investors. Net unrealized losses, if any, are recorded as a valuation allowance and charged to earnings.

Mortgage loans held for sale are generally sold with servicing rights retained. The carrying value of mortgage loans sold is reduced by the amount allocated to the servicing right. Gains and losses on sales of mortgage loans are based on the difference between the selling price and the carrying value of the related loan sold.

Loans : Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal balance outstanding, net of deferred loan fees and costs, and an allowance for loan losses. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized in interest income using the level‑yield method without anticipating prepayments.

Interest income on mortgage and commercial loans is discontinued at the time the loan is 90 days delinquent unless the loan is well-secured and in process of collection. Consumer and credit card loans are typically charged off no later than 120 days past due. Past due status is based on the contractual terms of the loan. In all cases, loans are placed on nonaccrual or charged-off at an earlier date if collection of principal or interest is considered doubtful. Nonaccrual loans and loans past due 90 days still on accrual include both smaller balance homogeneous loans that are collectively evaluated for impairment and individually classified impaired loans. A loan is moved to non-accrual status in accordance with the Company's policy, typically after 90 days of non-payment.

All interest accrued but not received for loans placed on nonaccrual is reversed against interest income. Interest received on such loans is accounted for on the cash-basis or cost‑recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

Allowance for Loan Losses : The allowance for loan losses is a valuation allowance for probable incurred credit losses. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. Management estimates the allowance balance required using past loan loss experience, the nature and volume of the portfolio, information about specific borrower situations and estimated collateral values, economic conditions, and other factors. Allocations of the allowance may be made for specific loans, but the entire allowance is available for any loan that, in management's judgment, should be charged off.

The allowance consists of specific and general components. The specific component relates to loans that are individually classified as impaired. A loan is impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. Loans for which the terms have been modified resulting in a concession, and for which the borrower is experiencing financial difficulties, are considered troubled debt restructurings and classified as impaired.

(Continued)

F-8

UNIVERSAL BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2017 and 2016

(Dollars in thousands)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower's prior payment record, and the amount of the shortfall in relation to the principal and interest owed.

Commercial and commercial real estate loans are individually evaluated for impairment. If a loan is impaired, a portion of the allowance is allocated so that the loan is reported, net, at the present value of estimated future cash flows using the loan's existing rate or at the fair value of collateral if repayment is expected solely from the collateral. Large groups of smaller balance homogeneous loans, such as consumer and residential real estate loans, are collectively evaluated for impairment, and accordingly, they are not separately identified for impairment disclosures.

The general component covers non impaired loans and is based on historical loss experience adjusted for current factors. The historical loss experience is determined by portfolio segment and is based on the actual loss history experienced by the Bank over the most recent two years. This actual loss experience is supplemented with other economic factors based on the risks present for each portfolio segment. These economic factors include consideration of the following: levels of and trends in delinquencies and impaired loans; levels of and trends in charge-offs and recoveries; trends in volume and terms of loans; effects of any changes in risk selection and underwriting standards; other changes in lending policies, procedures, and practices; experience, ability, and depth of lending management and other relevant staff; national and local economic trends and conditions; industry conditions; and effects of changes in credit concentrations.

The portfolio segments identified are commercial, commercial real estate, residential real estate, lease financing, and consumer loans. The risk characteristics of each loan portfolio segment are as follows: Commercial loans are secured by the business real estate. Repayment of these loans is primarily based on the identified cash flows of the borrower and secondarily on the underlying collateral provided by the borrower. Borrowers may be subject to adverse economic conditions that can lead to decreases in product demand; increasing material or other production costs' interest rate increases that could have an adverse impact on profitability; non-payment of credit that has extended under normal vendor terms for goods sold or services extended; interruption related to the importing or exporting of production materials or sold products. Commercial real estate loans typically involve higher principal amounts and repayment of these loans is generally dependent on the successful operation of the property securing the loan or the business conducted on the property securing the loan. These loans may be more adversely impacted by conditions in the real estate market or the general economy. Residential real estate loans are secured by 1-4 family loans and are generally owner occupied. Repayment of these loans is primarily dependent on the personal income of the borrowers, which can be impacted by economic conditions, such as unemployment levels. Repayment can also be impacted by changes in residential property values.

Lease finance loans are secured by underlying collateral provided by the borrower. Repayment of these loans is primarily dependent on the successful operation of the business operated by the borrower. Consumer loans are generally secured by consumer assets such as automobiles or recreational vehicles. Some consumer loans are unsecured. Repayment of these loans is primarily dependent on the personal income of the borrowers, which can be impacted by economic conditions, such as unemployment levels. Risk is mitigated by the fact that consumer loans are generally smaller dollar amounts and are spread over a large number of borrowers.

(Continued)

F-9

UNIVERSAL BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2017 and 2016

(Dollars in thousands)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Troubled debt restructurings are separately identified for impairment disclosures and are measured at the present value of estimated future cash flows using the loan's effective rate at inception. If a troubled debt restructuring is considered to be a collateral dependent loan, the loan is reported, net, at the fair value of the collateral. For troubled debt restructurings that subsequently default, the Company determines the amount of reserve in accordance with the accounting policy for the allowance for loan losses.

Servicing Rights : When mortgage loans are sold with servicing retained, servicing rights are initially recorded at fair value with the income statement effect recorded in gains on sales of loans. Fair value is based on market prices for comparable mortgage servicing contracts, when available or alternatively, is based on a valuation model that calculates the present value of estimated future net servicing income. All classes of servicing assets are subsequently measured using the amortization method which requires servicing rights to be amortized into non‑interest income in proportion to, and over the period of, the estimated future net servicing income of the underlying loans.

Servicing rights are evaluated for impairment based upon the fair value of the rights as compared to carrying amount. Impairment is determined by stratifying rights into groupings based on predominant risk characteristics, such as interest rate, loan type and investor type. Impairment is recognized through a valuation allowance for an individual grouping, to the extent that fair value is less than the carrying amount. If the Company later determines that all or a portion of the impairment no longer exists for a particular grouping, a reduction of the allowance may be recorded as an increase to income. Changes in valuation allowances are reported with loan servicing income on the income statement. The fair values of servicing rights are subject to significant fluctuations as a result of changes in estimated and actual prepayment speeds and default rates and losses.

Servicing fee income, which is reported on the income statement as loan servicing income, is recorded for fees earned for servicing loans. The fees are based on a contractual percentage of the outstanding principal; or a fixed amount per loan and are recorded as income when earned. Servicing fees totaled $407 and $396 for the years ended June 30, 2017 and 2016. Late fees and ancillary fees related to loan servicing are not material.

Transfers of Financial Assets : Transfers of financial assets are accounted for as sales, when control over the assets has been relinquished. Control over transferred assets is deemed to be surrendered when the assets have been isolated from the Company, the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.

Foreclosed Assets : Assets acquired through or instead of loan foreclosure are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. These assets are subsequently accounted for at lower of cost or fair value less estimated costs to sell. If fair value declines subsequent to foreclosure, a valuation allowance is recorded through expense. Operating costs after acquisition are expensed.

Premises and Equipment : Land is carried at cost. Premises and equipment are stated at cost less accumulated depreciation. Buildings and related components are depreciated using the straight‑line method with useful lives ranging from 5 to 40 years. Furniture, fixtures and equipment are depreciated using the straight‑line or accelerated method with useful lives ranging from 1 to 20 years. Maintenance and repairs are expensed and major improvements are capitalized.

(Continued)

F-10

UNIVERSAL BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2017 and 2016

(Dollars in thousands)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Federal Home Loan Bank (FHLB) Stock : The Bank is a member of the FHLB system. Members are required to own a certain amount of stock based on the level of borrowings and other factors, and may invest in additional amounts. FHLB stock is carried at cost, classified as a restricted security, and periodically evaluated for impairment based on ultimate recovery of par value. Both cash and stock dividends are reported as income.

Bank Owned Life Insurance : The Company has purchased life insurance policies on certain key executives. Company owned life insurance is recorded at the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement.

Goodwill and Other Intangible Assets : Goodwill resulting from business combinations prior to January 1, 2009 represents the excess of the purchase price over the fair value of the net assets of businesses acquired. Goodwill resulting from business combinations after January 1, 2009, is generally determined as the excess of the fair value of the consideration transferred, plus the fair value of any non-controlling interests in the acquiree, over the fair value of the net assets acquired and liabilities assumed as of the acquisition date. Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized, but tested for impairment at least annually or more frequently if events and circumstances exists that indicate that a goodwill impairment test should be performed. The Company has selected June 30 as the date to perform the annual impairment test, and the annual impairment test indicated no impairment as of June 30, 2017. Goodwill is the only intangible asset with an indefinite life on our balance sheet.

Loan Commitments and Related Financial Instruments : Financial instruments include off‑balance sheet credit instruments, such as commitments to make loans and commercial letters of credit, issued to meet customer financing needs. The face amount for these items represents the exposure to loss, before considering customer collateral or ability to repay. Such financial instruments are recorded when they are funded.

Income Taxes : Income tax expense is the total of income tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities. Deferred income tax assets and liabilities are computed annually for differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates. Recognition of deferred tax assets is limited by the establishment of a valuation allowance unless management concludes that the assets will more likely than not result in a future tax benefit to the Company.

A tax position is recognized as a benefit only if it is more likely than not the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized will be the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the more-likely-than-not test, no tax benefit will be recorded.

The Company recognizes interest and/or penalties related to income tax matters in income tax expense.

Retirement Plans : Employee 401(k) and profit sharing plan expense is the amount of matching contributions. Deferred compensation and supplemental retirement plan expense allocates the benefits over years of service.

(Continued)

F-11

UNIVERSAL BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2017 and 2016

(Dollars in thousands)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Comprehensive Income : Comprehensive income consists of net income and other comprehensive income. Other comprehensive income includes unrealized gains and losses on securities available for sale, net of tax, which are also recognized as separate components of equity.

Loss Contingencies : Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. Management does not believe there now are such matters that will have a material effect on the financial statements.

Restrictions on Cash : Cash on hand or on deposit with the Federal Reserve Bank was required to meet regulatory reserve and clearing requirements. These balances do not earn interest.

Dividend Restriction : Banking regulations require maintaining certain capital levels and under written agreement between the Bank and its regulators, dividends paid by the Bank to the holding company are restricted without prior consent of the Bank's regulators. Under written agreement between the Company and its regulators, dividends paid by the Company to its shareholders are restricted without prior consent of the Company's regulators.

Fair Values of Financial Instruments : Fair values of financial instruments are estimated using relevant market information and other assumptions, as more fully disclosed in a separate note. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments, and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect the estimates.

Reclassifications : Some items in the prior year financial statements were reclassified to conform to the current presentation. Reclassifications had no effect on prior year net income or shareholders' equity.

Adoption of New Accounting Pronouncements: In January 2016, the FASB issued ASU 2016-10, Recognition and Measurement of Financial Assets and Financial Liabilities, amending ASU Subtopic 825-10. The amendments in this update make targeted improvements to generally accepted accounting principles which includes eliminating the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities. The new guidance allows for early adoption of this provision. The Company was determined not to be a public business entity and has elected to early adopt this standard eliminating the requirement to disclose the fair values of financial instruments measured at amortized cost. The effect of adopting this standard was exclusion of the fair value of financial instruments table from the fair value note.

(Continued)

F-12

UNIVERSAL BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2017 and 2016

(Dollars in thousands)

NOTE 2 - SECURITIES

The fair value of securities available for sale and the related gains and losses recognized in accumulated other comprehensive income was as follows:

2017			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
Obligations of states and
political subdivisions	$	42,096	$	1,133	$	(191	)	$	43,038
U.S. government sponsored entities
mortgage-backed securities		46,596		198		(355	)		46,439

Total	$	88,692	$	1,331	$	(546	)	$	89,477

2016			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
Obligations of states and
political subdivisions	$	39,212	$	1,767	$	(9	)	$	40,970
U.S. government sponsored entities
mortgage-backed securities		46,593		445		(123	)		46,915

Total	$	85,805	$	2,212	$	(132	)	$	87,885

The fair value of securities at June 30, 2017, by contractual maturity, is shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Securities not due at a single maturity date, primarily mortgage and asset-backed securities, are shown separately.

	Amortized		Fair
	Cost		Value

Due in one year or less	$	-	$	-
Due after one year through five years		4,779		4,847
Due after five years through ten years		19,760		20,479
Due after ten years		17,557		17,712
Subtotal		42,096		43,038
U.S. government sponsored entities
mortgage-backed securities		46,596		46,439

Total	$	88,692	$	89,477

(Continued)

F-13

UNIVERSAL BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2017 and 2016

(Dollars in thousands)

NOTE 2 - SECURITIES (Continued)

Proceeds of $7,130 and $14,404 were received on the sales of securities available-for-sale during 2017 and 2016. Gross gains of $109 and losses of $2 were realized on these sales during 2017, and gross gains of $204 and losses of $8 were realized on these sales during 2016.

Securities with a carrying value of $2,794 and $3,189 at June 30, 2017 and 2016 were pledged to secure public deposits and borrowings.

Securities with unrealized losses at year-end, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, are as follows:

2017	Less than 12 Months					12 Months or More					Total
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
Description of Securities	Value		Loss			Value		Loss			Value		Loss
Obligations of states and
political subdivisions	$	14,420	$	(191	)	$	-	$	-		$	14,420	$	(191	)
U.S. government sponsored
entities mortgage-backed
securities		6,677		(181	)		8,496		(174	)		15,173		(355	)

Total temporarily impaired	$	21,097	$	(372	)	$	8,496	$	(174	)	$	29,593	$	(546	)

2016	Less than 12 Months					12 Months or More					Total
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
Description of Securities	Value		Loss			Value		Loss			Value		Loss
Obligations of states and
political subdivisions	$	266	$	(9	)	$	-	$	-		$	266	$	(9	)
U.S. government sponsored
entities mortgage-backed
securities		2,953		(10	)		13,751		(113	)		16,704		(123	)

Total temporarily impaired	$	3,219	$	(19	)	$	13,751	$	(113	)	$	16,970	$	(132	)

As of June 30, 2017, the Company's security portfolio consisted of 135 securities, 38 of which were in an unrealized loss position, totaling $546. There was $0 in other-than-temporary-impairment of securities for the year ended June 30, 2017 as discussed further below. Unrealized losses have not been recognized into income because the Company's bonds are of high quality, management does not have the intent to sell these securities and it is not likely that it will be required to sell the securities before their anticipated recovery.

There were no credit losses recognized in earnings for the period ended June 30, 2016 and 2017.

(Continued)

F-14

UNIVERSAL BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2017 and 2016

(Dollars in thousands)

NOTE 3 - LOANS AND ALLOWANCE FOR LOAN LOSSES

Loans at year end were as follows:

	2017			2016

Commercial	$	56,085		$	48,466
Real estate:
Commercial		157,148			157,593
Residential		39,212			42,737
Consumer		12,813			12,067
Lease financing		3,557			2,910
		268,815			263,773
Allowance for loan losses		(3,406	)		(4,237	)

Total loans	$	265,409		$	259,536

Certain directors and officers of the Company and their affiliates were loan customers of the Bank. Total loans to those persons were $10,105 and $9,825 at June 30, 2017 and 2016.

Lease financing consists of the following:

	2017			2016

Minimum lease payments receivable	$	3,987		$	2,980
Less: Unearned lease income, net		(430	)		(70	)

Total lease financing	$	3,557		$	2,910

Minimum lease payments are receivable as follows at June 30:

2018	$	891
2019		814
2020		488
2021		337
Thereafter		1,457

Total	$	3,987

Loans sold in the secondary market and serviced by the Bank are not included in the above balances and totaled $168,382 and $158,196 at June 30, 2017 and 2016.

	2017			2016

Servicing rights:
Beginning of year	$	750		$	739
Additions		338			294
Amortized to expense		(278	)		(283	)

End of year	$	810		$	750

There was no valuation allowance on mortgage servicing rights at June 30, 2017 and 2016. The fair value was $1,182 and $1,080 at June 30, 2017 and 2016. Fair value was determined using a discount rate of 13.8% and 10.3% for 2017 and 2016, and prepayment speeds ranging from 9.5% to 19.7% for 2017 and 9.5% to 19.7% for 2016, depending on the stratification of the specific right.

(Continued)

F-15

UNIVERSAL BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2017 and 2016

(Dollars in thousands)

NOTE 3 - LOANS AND ALLOWANCE FOR LOAN LOSSES (Continued)

The following table presents the activity in the allowance for loan losses by portfolio segment for the year ending June 30, 2017 and 2016:

				Commercial			Residential
				Real			Real						Lease
June 30, 2017	Commercial			Estate			Estate			Consumer			Financing			Unallocated		Total
Allowance for loan losses:
Beginning balance	$	553		$	2,620		$	50		$	20		$	7		$	987	$	4,237
Provision for loan losses		(27	)		(334	)		193			15			(5	)		218		60
Loans charged-off		(263	)		(778	)		(57	)		(4	)		-			-		(1,102	)
Recoveries		51			146			11			3			-			-		211

Total ending allowance balance	$	314		$	1,654		$	197		$	34		$	2		$	1,205	$	3,406

				Commercial			Residential
				Real			Real						Lease
June 30, 2016	Commercial			Estate			Estate			Consumer			Financing		Unallocated			Total
Allowance for loan losses:
Beginning balance	$	454		$	2,485		$	46		$	15		$	5	$	1,796		$	4,801
Provision for loan losses		206			566			73			34			2		(809	)		72
Loans charged-off		(127	)		(495	)		(124	)		(40	)		-		-			(786	)
Recoveries		20			64			55			11			-		-			150

Total ending allowance balance	$	553		$	2,620		$	50		$	20		$	7	$	987		$	4,237

(Continued)

F-16

UNIVERSAL BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2017 and 2016

(Dollars in thousands)

NOTE 3 - LOANS AND ALLOWANCE FOR LOAN LOSSES (Continued)

The following table presents the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method as of June 30, 2017 and 2016:

			Commercial		Residential
			Real		Real				Lease
June 30, 2017	Commercial		Estate		Estate		Consumer		Financing		Unallocated		Total
Allowance for loan losses:
Ending allowance balance attributable to loans:
Individually evaluated for impairment	$	113	$	206	$	6	$	1	$	-	$	-	$	326
Collectively evaluated for impairment		201		1,448		191		33		2		1,205		3,080

Total ending allowance balance	$	314	$	1,654	$	197	$	34	$	2	$	1,205	$	3,406

Loans:
Loans individually evaluated for impairment	$	1,130	$	5,071	$	23	$	15	$	-	$	-	$	6,239
Loans collectively evaluated for impairment		54,955		152,077		39,189		12,798		3,557		-		262,577

Total ending loans balance	$	56,085	$	157,148	$	39,212	$	12,813	$	3,557	$	-	$	268,815

			Commercial		Residential
			Real		Real				Lease
June 30, 2016	Commercial		Estate		Estate		Consumer		Financing		Unallocated		Total
Allowance for loan losses:
Ending allowance balance attributable to loans:
Individually evaluated for impairment	$	354	$	1,336	$	21	$	2	$	-	$	-	$	1,713
Collectively evaluated for impairment		199		1,284		29		18		7		987		2,524

Total ending allowance balance	$	553	$	2,620	$	50	$	20	$	7	$	987	$	4,237

Loans:
Loans individually evaluated for impairment	$	1,854	$	7,075	$	48	$	24	$	-	$	-	$	9,001
Loans collectively evaluated for impairment		46,612		150,518		42,689		12,043		2,910		-		255,771

Total ending loans balance	$	48,466	$	157,593	$	42,737	$	12,067	$	2,910	$	-	$	263,773

(Continued)

F-17

UNIVERSAL BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2017 and 2016

(Dollars in thousands)

NOTE 3 - LOANS AND ALLOWANCE FOR LOAN LOSSES (Continued)

The following table presents information related to impaired loans by class of loans as of and for the year ended June 30, 2017:

	Unpaid				Allowance for		Average		Interest		Cash Basis
	Principal		Recorded		Loan Losses		Recorded		Income		Interest
	Balance		Investment		Allocated		Investment		Recognized		Recognized
With no related allowance recorded:
Commercial	$	514	$	514	$	-	$	562	$	33	$	33
Real estate:
Commercial		3,892		3,892		-		3,749		133		133
Residential		11		11		-		144		1		1
Consumer		13		13		-		15		1		1
Lease financing		-		-		-		-		-		-
Subtotal		4,430		4,430		-		4,470		168		168

With an allowance recorded:
Commercial	$	616	$	616	$	113	$	690	$	-	$	-
Real estate:
Commercial		1,179		1,179		206		1,841		47		47
Residential		12		12		6		27		-		-
Consumer		2		2		1		3		-		-
Lease financing		-		-		-		-		-		-
Subtotal		1,809		1,809		326		2,561		47		47

Total	$	6,239	$	6,239	$	326	$	7,031	$	47	$	215

(Continued)

F-18

UNIVERSAL BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2017 and 2016

(Dollars in thousands)

NOTE 3 - LOANS AND ALLOWANCE FOR LOAN LOSSES (Continued)

The following table presents information related to impaired loans by class of loans as of and for the year ended June 30, 2016:

	Unpaid				Allowance for		Average		Interest		Cash Basis
	Principal		Recorded		Loan Losses		Recorded		Income		Interest
	Balance		Investment		Allocated		Investment		Recognized		Recognized
With no related allowance recorded:
Commercial	$	226	$	226	$	-	$	1,869	$	12	$	12
Real estate:
Commercial		3,664		3,664		-		4,076		187		187
Residential		-		-		-		431		-		-
Consumer		20		20		-		16		1		1
Lease financing		-		-		-		-		-		-
Subtotal		3,910		3,910		-		6,392		200		200

With an allowance recorded:
Commercial	$	1,628	$	1,628	$	354	$	1,420	$	23	$	23
Real estate:
Commercial		3,770		3,411		1,336		3,505		87		87
Residential		48		48		21		38		1		1
Consumer		4		4		2		2		-		-
Lease financing		-		-		-		-		-		-
Subtotal		5,450		5,091		1,713		4,695		111		111

Total	$	9,360	$	9,001	$	1,713	$	11,357	$	311	$	311

The recorded investment in loans excludes accrued interest receivable and loan origination fees, net due to immateriality.

(Continued)

F-19

UNIVERSAL BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2017 and 2016

(Dollars in thousands)

NOTE 3 - LOANS AND ALLOWANCE FOR LOAN LOSSES (Continued)

The following tables present the recorded investment in nonaccrual and loans past due over 90 days still on accrual by class of loans as of June 30, 2017 and 2016:

			Loans Past Due				Loans Past Due
			Over 90 Days Still				Over 90 Days Still
	Nonaccrual		Accruing		Nonaccrual		Accruing
	2017		2017		2016		2016

Commercial	$	616	$	-	$	170	$	-
Real estate:
Commercial		652		-		1,554		-
Residential		650		354		572		-
Consumer		-		-		-		-
Lease financing		-		-		-		-

Total	$	1,918	$	354	$	2,296	$	-

The following table presents the aging of the recorded investment in past due loans as of June 30, 2017by class of loans:

		30 - 59		60 - 89	Greater than
	Days		Days		90 Days				Loans Not
	Past Due		Past Due		Past Due		Nonaccrual		Past Due		Total

June 30, 2017
Commercial	$	391	$	-	$	-	$	616	$	55,078	$	56,085
Real estate:
Commercial		1,314		-		-		652		155,182		157,148
Residential		3,420		223		354		650		34,565		39,212
Consumer		9		-		-		-		12,804		12,813
Lease financing		-		-		-		-		3,557		3,557

Total	$	5,134	$	223	$	354	$	1,918	$	261,186	$	268,815

		30 - 59		60 - 89	Greater than
	Days		Days		90 Days				Loans Not
	Past Due		Past Due		Past Due		Nonaccrual		Past Due		Total

June 30, 2016
Commercial	$	112	$	75	$	-	$	170	$	48,109	$	48,466
Real estate:
Commercial		21		31		-		1,554		155,987		157,593
Residential		2,954		165		-		572		39,046		42,737
Consumer		17		8		-		-		12,042		12,067
Lease financing		-		-		-		-		2,910		2,910

Total	$	3,104	$	279	$	-	$	2,296	$	258,094	$	263,773

(Continued)

F-20

UNIVERSAL BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2017 and 2016

(Dollars in thousands)

NOTE 3 - LOANS AND ALLOWANCE FOR LOAN LOSSES (Continued)

Troubled Debt Restructurings:

The Company has troubled debt restructurings of $308 and $1,305 and has allocated $0 and $276 of specific reserves to customers whose loan terms have been modified in troubled debt restructurings as of June 30, 2017 and 2016. The Company has not committed to lend additional amounts to customers with outstanding loans that are classified as troubled debt restructurings.

There were no loans modified as troubled debt restructurings for the years ended June 30, 2017 and 2016.

There were no payment defaults within the twelve months following modification for loans modified as troubled debt restructurings within the periods ended June 30, 2017 and 2016.

Credit Quality Indicators :

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company analyzes loans individually by classifying the loans as to credit risk. This analysis includes loans with an outstanding balance greater than $100 and non-homogeneous loans, such as commercial and commercial real estate loans. This analysis is performed on a quarterly basis. The Company uses the following definitions for risk ratings:

Special Mention. Loans classified as special mention have a potential weakness that deserves management's close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution's credit position at some future date.

Substandard. Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

Doubtful. Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be pass rated loans. Loans included in homogeneous pools, such as residential real estate or consumer, are evaluated based on payment status, which was previously disclosed.

(Continued)

F-21

UNIVERSAL BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2017 and 2016

(Dollars in thousands)

NOTE 3 - LOANS AND ALLOWANCE FOR LOAN LOSSES (Continued)

Based on the most recent analysis performed, the risk category of loans by class of loans is as follows:

			Special
	Pass		Mention		Substandard		Doubtful

June 30, 2017
Commercial	$	46,684	$	8,272	$	1,129	$	-
Real estate:
Commercial		151,183		932		5,033		-
Residential		39,182		8		22		-
Consumer		12,756		57		-		-
Lease financing		3,557		-		-		-

Total	$	253,362	$	9,269	$	6,184	$	-

			Special
	Pass		Mention		Substandard		Doubtful

June 30, 2016
Commercial	$	45,712	$	792	$	1,962	$	-
Real estate:
Commercial		140,552		10,346		6,694		-
Residential		42,716		9		12		-
Consumer		11,785		54		229		-
Lease financing		2,910		-		-		-

Total	$	243,675	$	11,201	$	8,897	$	-

NOTE 4 - PREMISES, FURNITURE AND EQUIPMENT

A summary of premises, furniture and equipment by major category follows:

	2017			2016

Land	$	1,187		$	1,227
Buildings and improvements		6,845			6,832
Furniture and equipment		5,768			5,535
Total cost		13,800			13,594
Accumulated depreciation		(7,226	)		(7,302	)

Premises, furniture and equipment, net	$	6,574		$	6,292

(Continued)

F-22

UNIVERSAL BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2017 and 2016

(Dollars in thousands)

NOTE 5 - INTEREST-BEARING DEPOSITS

Time deposits that meet or exceed the FDIC insurance limit of $250 totaled $21,243 and $25,296 at June 30, 2017 and 2016.

At June 30, 2017, the scheduled annual maturities of time deposits are as follows:

2018	$	57,352
2019		23,320
2020		8,245
2021		3,268
2022		441

	$	92,626

Brokered deposits totaled $14,706 and $15,091 at June 30, 2017 and 2016.

NOTE 6 - FEDERAL HOME LOAN BANK ADVANCES

Federal Home Loan Bank advances are as follows at June 30:

	2017		2016
Fixed rate advances with interest rates ranging from 0.92% to 5.00% at June 30, 2017, and final maturities ranging from July 2017 to February 2026.	$	27,421	$	30,502

Floating rate advances with an interest rate of 0.00% at June 30, 2017, based on three month LIBOR reduced by 0.75% not to be reduced below 0.00%, resetting quarterly until the advances flipped to a fixed rate of 1.28% in August 2016, and final maturity of August 2020.	$	-	$	1,500

	$	27,421	$	32,002

The weighted average rate of advances for fixed rate is 1.43%; there were no floating rate advances. Most advances are due in full at maturity, but some require periodic principal payments. Repayment prior to maturity may result in a penalty. Interest is payable monthly for all advances. Certain fixed rate advances may be turned into variable rate advances at the option of the FHLB. However, should the FHLB exercise that option, the Bank may repay the advance without penalty. All advances are secured by a blanket lien on certain mortgages.

(Continued)

F-23

UNIVERSAL BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2017 and 2016

(Dollars in thousands)

NOTE 6 - FEDERAL HOME LOAN BANK ADVANCES (Continued)

Required annual principal payments at June 30, 2017 are as follows:

2018	$	8,500
2019		8,253
2020		2,397
2021		1,500
2022		2,271
Thereafter		4,500

Total	$	27,421

NOTE 7 - OTHER BORROWINGS

Other borrowing balances were as follows at June 30:

	2017		2016

Note payable bearing interest of Prime (4.14% as of June 30, 2017)
with interest paid quarterly and principal paid annually,
maturi ng on September 14, 2022	$	2,395	$	-

Unsecured related party note payable, bearing interest at prime +
3.00%, (7.14% at June 30, 2017 and 6.5% at June 30, 2016),		200		315
interest paid quarterly

Related party note payable, bearing interest at 6.00% with principal
and interest due at maturity.		-		75

Subordinated debentures, bearing interest at 3 month LIBOR +
1.69% (2.95% at June 30, 2017 and 2.34% at June 30, 2016),
maturing on October 7, 2035.		5,000		5,000

	$	7,595	$	5,390

During September of 2016, the Company borrowed $4,895 from Peoples State Bank at the Prime Rate, currently 4.14%, with a maturity date of September 14, 2022.

The two related party notes payable are with shareholders of the Company. One note is secured by an interest in a participation loan and the other note is unsecured. The secured note matured on August 16, 2011, and the unsecured note matured December 31, 2012. The Company entered into forbearance agreements related to these notes payable to shareholders that required interest only payments through the earlier of September 30, 2015 or the date the Company's informal agreement is terminated; the informal agreements were terminated in the fiscal year ended 2016. The Company paid off the secured note during the subsequent event period and renegotiating the unsecured note forbearance agreement to extend it through September 30, 2019.

(Continued)

F-24

UNIVERSAL BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2017 and 2016

(Dollars in thousands)

NOTE 8 - COMMITMENTS AND CONTINGENT LIABILITIES

Some financial instruments, such as loan commitments, credit lines, and letters of credit, are issued to meet customer financing needs. These are agreements to provide credit or to support the credit of others, as long as conditions established in the contract are met, and usually have expiration dates. Commitments may expire without being used. Off-balance-sheet-risk to credit loss exists up to the face amount of these instruments, although material losses are not anticipated. The same credit policies are used to make such commitments as are used for loans, including obtaining collateral at exercise of the commitment.

At June 30, off-balance sheet financial instruments whose contract amount represents credit risk are summarized as follows:

	2017		2016

Unused lines of credit	$	23,390	$	19,801
Standby letters of credit		657		694
Loan commitments		19,768		19,868

The Bank leases branch facilities under operating leases initially expiring in 2023. Expense for leased premises was $298 and $296 for 2017 and 2016. Future minimum lease payments are as follows:

2018	$	255
2019		205
2020		189
2021		112
2022		106
Thereafter		156

Total minimum lease payments	$	1,023

NOTE 9 - CAPITAL REQUIREMENTS

Banks are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and prompt corrective action regulations involve quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet various capital requirements can initiate regulatory action. Management believes as of June 30, 2017, the Bank meets all capital adequacy requirements to which it is subject.

As of June 30, 2015, the Bank adopted the new Basel III regulatory framework. The adoption of this framework modified the regulatory captive calculations, minimum capital levels, and well capitalized thresholds and added the new Common Equity Tier 1 capital ratio. As of June 30, 2017 and 2016 the most recent regulatory notifications categorized the bank as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the institution's category.

The prompt corrective action regulations provide five classifications, including well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and plans for capital restoration are required.

(Continued)

F-25

UNIVERSAL BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2017 and 2016

(Dollars in thousands)

NOTE 9 - CAPITAL REQUIREMENTS (Continued)

The phase in of the capital conservation buffer will have the minimum ratios for common equity Tier 1 capital at 7%, the Tier 1 capital at 6.5% and the total capital at 10.5% in 2019 when fully phased in. Currently, the Bank exceeds all of these minimums.

Actual and required capital amounts and ratios for the Bank are presented below at year end (dollar amounts in thousands):

2017											Minimum Level
											To Be
											Well Capitalized under
						Minimum Level for					Prompt Corrective
	Actual					Capital Adequacy					Action Regulations
	Amount		Ratio			Amount		Ratio			Amount		Ratio

Tier 1 (core) capital
June 30, 2017	$	42,347		10.8	%	$	15,645		4.0	%	$	19,557		5.0	%

Common equity tier 1 capital
June 30, 2017	$	42,347		14.6	%	$	13,076		4.5	%	$	18,888		6.5	%

Tier I risk weighted capital
June 30, 2017	$	42,347		14.6	%	$	17,435		6.0	%	$	23,246		8.0	%

Total risk weighted capital
June 30, 2017	$	45,758		15.7	%	$	23,246		8.0	%	$	29,058		10.0	%

2016											Minimum Level
											To Be
											Well Capitalized under
						Minimum Level for					Prompt Corrective
	Actual					Capital Adequacy					Action Regulations
	Amount		Ratio			Amount		Ratio			Amount		Ratio

Tier 1 (core) capital
June 30, 2016	$	43,444		11.2	%	$	15,493		4.0	%	$	19,367		5.0	%

Common equity tier 1 capital
June 30, 2016	$	43,444		15.3	%	$	12,784		4.5	%	$	18,465		6.5	%

Tier I risk weighted capital
June 30, 2016	$	43,444		15.3	%	$	17,045		6.0	%	$	22,726		8.0	%

Total risk weighted capital
June 30, 2016	$	47,013		16.5	%	$	22,726		8.0	%	$	28,408		10.0	%

(Continued)

F-26

UNIVERSAL BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2017 and 2016

(Dollars in thousands)

NOTE 10 - PREFERRED STOCK

On May 22, 2009, as part of the Troubled Asset Relief Program ("TARP") Capital Purchase Program, the Company entered into a Letter Agreement and Securities Purchase Agreement (collectively, the "Purchase Agreement") with the United States Department of the Treasury ("U.S. Treasury"), pursuant to which the Company sold 9,900 shares of newly authorized Fixed Rate Cumulative Perpetual Preferred Stock, Series A, no par value per share and liquidation value $1,000 per share (the "Series A Preferred Stock") and also issued warrants (the "Warrants") to the U.S. Treasury to acquire an additional $495 of Fixed Rate Cumulative Perpetual Preferred Stock, Series B no par value and liquidation value $495 per share (the "Series B Preferred Stock") for an aggregate purchase price of $9,900 in cash. Subsequent to the closing, the U.S. Treasury exercised the Warrants and the Company issued 495 shares of the Series B Preferred Stock.

The Series A Preferred Stock qualifies as Tier 1 capital and will pay cumulative dividends at a rate of 5% per annum for the first five years, and 9% per annum thereafter. If the dividends on the Series A Preferred Stock have not been paid for an aggregate of six quarterly dividend periods or more (whether or not consecutive), the authorized number of directors then constituting our board of directors will be increased by two. Holders of Series A preferred stock, together with the holders of any outstanding parity stock with like voting rights, referred to as voting parity stock, voting as a single class, will be entitled to elect the two additional members of our board of directors, referred to as the preferred stock directors, at the next annual meeting (or at a special meeting called for the purpose of electing the preferred stock directors prior to the next annual meeting) and at each subsequent annual meeting until all accrued and unpaid dividends for all past dividend periods have been paid in full. The Series A Preferred Stock may be redeemed by the Company after three years.

The Series B Preferred Stock qualifies as Tier 1 capital and will pay cumulative dividends at a rate of 9% per annum. The Series B Preferred Stock may also be redeemed by the Company after three years. Prior to the end of three years, the Series A Preferred Stock and Series B Preferred Stock may be redeemed by the Company only with proceeds from the sale of qualifying equity securities of the Company (a "Qualified Equity Offering"). Neither the Series A nor the Series B Preferred Stock is subject to any contractual restrictions on transfer, except that the U.S. Treasury or any its transferees may affect any transfer that, as a result of such transfer, would require the Company to become subject to the periodic reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934.

Pursuant to the terms of the Purchase Agreement, the ability of the Company to declare or pay dividends or distributions on, or purchase, redeem or otherwise acquire for consideration, shares of its Common Stock will be subject to restrictions, including a restriction against increasing dividends from the last quarterly cash dividend per share declared on the Common Stock prior to May 29, 2009. The redemption, purchase or other acquisition of trust preferred securities of the Company or its affiliates also will be restricted. These restrictions will terminate on the earlier of (a) the third anniversary of the date of issuance of the Preferred Stock and (b) the date on which the Preferred Stock has been redeemed in whole or the U.S. Treasury has transferred all of the Preferred Stock to third parties, except that, after the third anniversary of the date of issuance of the Preferred Stock, if the Preferred Stock remains outstanding at such time, the Company may not increase its common dividends per share without obtaining consent of the U.S. Treasury.

On August 1, 2013, the U.S. Treasury auctioned the Series A and Series B Preferred Stock to third parties.

The Company made two payments on the TARP debt, one on August 3, 2015 and a second on November 16, 2015. The total payment between these two dates was $3,500. The remaining balance of $6,895 was paid in September 2016. There is no longer any TARP preferred stock outstanding.

(Continued)

F-27

UNIVERSAL BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2017 and 2016

(Dollars in thousands)

NOTE 11 - EMPLOYEE BENEFIT PLANS

The Company has a 401(k) defined contribution retirement plan to which substantially all employees may elect to contribute up to 15% of their salary. The Company may make a matching contribution and a profit sharing contribution. The amount of any contribution made by the Company is determined each year. The Bank's matching contributions to the plan for 2017 and 2016 totaled $175 and $163.

The Company self-insures employee health benefits. Stop loss insurance covers annual losses exceeding $65 per covered individual and $989 in aggregate for 2017 and 2016. Expense recognized during 2017 and 2016 was $1,279 and $1,194.

NOTE 12 - INCOME TAXES

Income taxes consist of the following:

	2017			2016

Current income taxes	$	-		$	-
Deferred income taxes (benefit)		643			1,064
Change in valuation allowance		(15	)		(17	)

Total income taxes (benefit)	$	628		$	1,047

The following is a reconciliation of income taxes and the amount computed by applying the statutory federal income tax rates of 34% to income before income taxes:

	2017			2016

Statutory rate applied to income before income taxes	$	1,187		$	1,444
Add (deduct)
Tax exempt income		(438	)		(401	)
Nondeductible life insurance		(60	)		(54	)
State income tax, net		88			101
Change in valuation allowance		(15	)		(17	)
Qualified zone academy bond credits		(44	)		(44	)
Other		(90	)		18

Total income taxes (benefit)	$	628		$	1,047

(Continued)

F-28

UNIVERSAL BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2017 and 2016

(Dollars in thousands)

NOTE 12 - INCOME TAXES (Continued)

The net deferred tax asset in the accompanying consolidated balance sheet includes the following amounts of deferred tax assets and (liabilities):

	2017			2016
Deferred tax assets from:
Allowance for loan losses	$	494		$	499
Other real estate		1,141			1,003
Federal net operating loss carryforward		2,459			3,232
State net operating loss carryforward		639			654
Credit carryforward		676			610
Investment write-downs		-			557
Other		584			61
Total deferred tax asset		5,993			6,616

Deferred tax liabilities for:
Depreciation	$	(81	)	$	(71	)
Leases		(367	)		(307	)
Amortization of intangibles		(703	)		(688	)
Mortgage servicing rights		(301	)		(278	)
FHLB stock dividends		(73	)		(72	)
Net unrealized gain on securities		(268	)		(706	)
Other		(477	)		(569	)
Total deferred tax liability		(2,270	)		(2,691	)

Valuation allowance		(622	)		(637	)

Net deferred tax asset	$	3,101		$	3,288

The Company has an AMT credit carryforward of $418 which has no expiration date as well as general business credits of $258 which have no expiration date. The Company also has a federal net operating loss of $7,232, which will begin to expire in 2032, an Indiana net operating loss carryforward of $19,240, which begins to expire in 2024, and an Illinois net operating loss carryforward of $319, which will begin to expire in 2027. The Company maintains a valuation allowance for the full amount of the deferred tax asset associated with the Indiana net operating loss carryforward and Indiana capital loss carryforward, as it does not anticipate generating income in Indiana to utilize the carryforwards prior to expiration.

The Company and its parent are subject to U.S. federal income tax as well as income tax in Indiana and Illinois. The Company is no longer subject to examination by taxing authorities for years before 2013. The Company does not expect the total amount of unrecognized tax benefits to significantly changes in the next 12 months.

The Company did not have any amounts accrued for interest and penalties at June 30, 2017.

(Continued)

F-29

UNIVERSAL BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2017 and 2016

(Dollars in thousands)

NOTE 13 - OTHER COMPREHENSIVE INCOME (LOSS)

Other comprehensive income (loss) components and related taxes were as follows:

	2017			2016
Unrealized holding gains (losses) on
securities available-for-sale	$	(1,188	)	$	2,756
Reclassification adjustments for (gains) losses
later realized in income (A)		(107	)		(196	)
Net unrealized gains (losses)		(1,295	)		2,560
Tax effect (B)		438			(870	)

Other comprehensive income (loss)	$	(857	)	$	1,690

(A)	Reclassification adjustments are included in gain on sales of securities.

(B)	Income tax expense includes $37 and $67 in 2017 and 2016 related to reclassification adjustments.

NOTE 14 - RELATED-PARTY TRANSACTIONS

The Bank purchases loans and leases from Geneva Leasing Associates, a company that is 50% owned by Universal Bancorp, but not controlled by Universal Bancorp as the other 50% owner controls and operates Geneva Leasing Associates. The Bank's June 30, 2017 and 2016 loan balances include $5,945 and $8,805 of loans and leases that were purchased from Geneva Leasing Associates.

Loan and lease purchases during the years ended June 30, 2017 and 2016 included $0 and $1,918 from Geneva Leasing Associates.

NOTE 15 - FAIR VALUE

Accounting guidance establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3: Significant unobservable inputs that reflect a reporting entity's own assumptions about the assumptions that market participants would use in pricing an asset or liability.

The fair values of securities available for sale are determined by obtaining quoted prices on nationally recognized securities exchanges (Level 1 inputs) or matrix pricing, which is a mathematical technique widely used to in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities' relationship to other benchmark quoted securities (Level 2 inputs).

(Continued)

F-30

UNIVERSAL BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2017 and 2016

(Dollars in thousands)

NOTE 15 - FAIR VALUE (Continued)

For those securities that cannot be priced using quoted market prices or observable inputs, a Level 3 valuation is determined. These securities are primarily pooled trust preferred securities, which are priced using Level 3 due to current market illiquidity. The fair value of these securities is computed based upon discounted cash flows estimated using payment, default and recovery assumptions, discounted at appropriate market rates. Due to current market conditions, as well as the limited trading activity of these securities, the fair value of the securities is highly sensitive to assumption changes and market volatility.

The fair value of impaired loans with specific allocations of the allowance for loan losses is generally based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are typically significant and result in a Level 3 classification of the inputs for determining fair value.

The fair value of other real estate owned (OREO) is generally based on third party appraisals of the property. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. In addition, the selling costs of the property are considered in determining an appropriate carrying value. Such adjustments are typically significant and result in a Level 3 classification of the inputs for determining fair value.

Assets and Liabilities Measured on a Recurring Basis

Assets and liabilities measured at fair value on a recurring basis are summarized below:

	Fair Value Measurements
	at June 30, 2017 Using
	Quoted Prices in			Significant
	Active Markets			Other			Significant
	for Identical			Observable			Unobservable
	Assets			Inputs			Inputs
	(Level 1 )			(Level 2 )			(Level 3 )
Assets:
Obligations of states and municipal
subdivisions		$	-		$	43,038		$	-
U.S. government sponsored entities
mortgage-backed securities			-			46,439			-

Total available for sale securities		$	-		$	89,477		$	-

(Continued)

F-31

UNIVERSAL BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2017 and 2016

(Dollars in thousands)

NOTE 15 - FAIR VALUE (Continued)

	Fair Value Measurements
	at June 30, 2016 Using
	Quoted Prices in			Significant
	Active Markets			Other			Significant
	for Identical			Observable			Unobservable
	Assets			Inputs			Inputs
	(Level 1 )			(Level 2 )			(Level 3 )
Assets:
Obligations of states and municipal
subdivisions		$	-		$	40,970		$	-
U.S. government sponsored entities
mortgage-backed securities			-			46,915			-

Total available for sale securities		$	-		$	87,885		$	-

There were no assets measured at fair value on a recurring basis using significant unobservable inputs at June 30, 2017 and 2016.

Assets and Liabilities Measured on a Non-Recurring Basis

Impaired Loans : Certain impaired loans for which an allowance for credit loss is allocated, as disclosed in Note 3, are valued at Level 3 and are carried at $1,091, net of a valuation allowance of $321 at June 30, 2017 and were carried at $2,957, net of a valuation allowance of $1,707 at June 30, 2016. The impact to provision for loan losses was $942 and $1,166 for the years ended June 30, 2017 and 2016.

Other Real Estate Owned : Other real estate owned which is measured at the lower of carrying or fair value less costs to sell, had a net had a carrying amount of $3,939 and $5,429 at June 30, 2017 and 2016, resulting in a write-down of $175 and $294 for the years ended June 30, 2017 and 2016.

(Continued)

F-32

UNIVERSAL BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2017 and 2016

(Dollars in thousands)

NOTE 15 - FAIR VALUE (Continued)

The following table presents quantitative information about level 3 fair value measurements for financial instruments measured at fair value on a non-recurring basis at June 30, 2017 and 2016:

			Valuation
June 30, 2017	Fair value		Technique(s )	Unobservable Input(s )	Range
Impaired loans:
Commercial	$	736	Sales comparison	Adjustment for differences		5-20%
real estate			approach	between the comparable
				sales and age of valuations
Residential		7	Sales comparison	Adjustment for differences		10%
real estate			approach	between the comparable
				sales and age of valuations
Commercial		348	Sales comparison	Adjustment for differences		5-20%
			approach	between the comparable
				sales and age of valuations

Other real estate
Owned:
Commercial		3,903	Sales comparison	Adjustment for differences		10-14%
			approach	between the comparable
				sales and age of valuations

Residential		36	Sales comparison	Adjustment for differences		10-14%
			approach	between the comparable
				sales and age of valuations

			Valuation
June 30, 2016	Fair value		Technique(s )	Unobservable Input(s )	Range
Impaired loans:
Commercial	$	1,213	Sales comparison	Adjustment for differences		5-20%
real estate			approach	between the comparable
				sales and age of valuations
Residential		225	Sales comparison	Adjustment for differences		10%
real estate			approach	between the comparable
				sales and age of valuations
Commercial		1,519	Sales comparison	Adjustment for differences		5-20%
			approach	between the comparable
				sales and age of valuations

Other real estate
Owned:
Commercial			Sales comparison	Adjustment for differences		15-38%
		5,335	approach	between the comparable
				sales and age of valuations

Residential		94	Sales comparison	Adjustment for differences		15-38%
			approach	between the comparable
				sales and age of valuations

F-33

UNIVERSAL BANCORP, INC. AND SUBSIDIARY

Consolidated Statements of Financial Condition

as of September 30, 2017 and June 30, 2017 (Unaudited) (Dollars in thousands)

	At September 30,			At June 30,
	2017			2017
Assets
Cash and due from banks	$	11,744		$	11,689
Federal funds sold		3,369			3,313
Cash and cash equivalents		15,113			15,002
Interest-bearing balances in other financial institutions		2,684			2,932
Investment securities available-for-sale, at fair value		89,467			89,477
Loans held for sale, at fair value		-			1,226
Loans receivable, net of allowance for loan losses of $3,444 at September 30, 2017 and $3,406 at June 30, 2017		268,667			265,409
Federal Home Loan Bank stock		1,637			1,637
Bank-owned life insurance		7,487			7,444
Premises and equipment, net		6,450			6,574
Accrued interest receivable		1,233			1,179
Goodwill		1,895			1,895
Real estate owned		3,865			5,139
Other assets		4,199			4,599
Total Assets	$	402,697		$	402,513

Liabilities and Shareholders' Equity
Liabilities
Deposits		322,392		$	323,441
Advances from the Federal Home Loan Bank		27,376			27,421
Other Long-Term Borrowings		7,395			7,595
Accrued Interest payable		85			82
Other liabilities		953			521
Total Liabilities		358,201			359,060

Shareholders' Equity
Common Stock		100			100
		100			100
Treasury Stock		(3,596	)		(3,596	)
Surplus		4,903			4,903
Undivided Profit		42,699			41,529
Accumulated other comprehensive loss		390			517
Total Shareholders' Equity		44,496			43,453
Total Liabilities and Shareholders' Equity	$	402,697		$	402,513

See Notes to the Unaudited Consolidated Financial Statements

F-34

UNIVERSAL BANCORP, INC. AND SUBSIDIARY

Consolidated Statements of Income and Comprehensive Income

For the Three Months Ended September 30, 2017 and 2016 (Unaudited) (Dollars in thousands)

Three Months Ended September 30,	2017			2016
Interest Income
Interest and fees on loans and leases	$	3,781		$	3,813
Interest and dividends on investments:
Taxable		97			65
Nontaxable		308			301
Interest on mortgage-backed securities		153			154
and collateralized mortgage obligations		153			154
Interest on interest-earning deposits		48			49
Total Interest Income		4,387			4,382
Interest Expense
Interest on deposits		237			243
Interest on advances from the Federal
Home Loan Bank		102			91
Other interest expense		67			56
Total Interest Expense		406			389
Net interest income		3,981			3,993
Provision for Loan Losses		0			30
Net interest income after provision for loan losses		3,981			3,963
Non-Interest Income
Service charges on deposit accounts		19			24
Increase in cash surrender value of bank owned life insurance		43			45
Loan servicing income		103			99
Gain on sale of available-for-sale securities		26			54
Other		431			446
Total Non-Interest Income		623			668
Non-Interest Expense
Salaries and employee benefits		1,981			1,953
Occupancy		463			411
Federal deposit insurance premiums		46			72
Data processing related operations		356			334
Real estate owned expense (income)		(317	)		345
Professional fees		89			78
Other expenses		541			501
Total Non-Interest Expense		3,159			3,693
Income before income taxes		1,444			938
Income Tax Expense		275			218
Net Income	$	1,170		$	720
Other Comprehensive Income (loss)
Unrealized gains (losses) on securities available for sale, net		107			(127	)
Comprehensive Income	$	1,277		$	593
Net Income per share:
Basic	$	15.39		$	8.15
Diluted	$	15.39		$	8.15

See Notes to the Unaudited Consolidated Financial Statements

F-35

UNIVERSAL BANCORP, INC. AND SUBSIDIARY

Consolidated Statements of Cash Flows

For the Three Months Ended September 30, 2017 and 2016 (Unaudited)

(Dollars in thousands)

Three Months Ended September 30,	2017			2016
Cash flows from operating activities
Net income (loss)	$	1,170		$	720
Adjustments to reconcile net income (loss) to net cash
from operating activities
Depreciation		149			132
Provision for loan losses		-			30
Amortization and accretion, net		111			89
Amortization of mortgage servicing rights		(88	)		103
Net Gain on sales of foreclosed assets		(474	)		(61	)
Earnings on bank owned life insurance		(43	)		(45	)
Loss on sale of securities		26			54
Gain on sale of loans		(233	)		(333	)
Change in assets and liabilities
Loans held for sale		1,459			521
Accrued interest receivable and other assets		500			(913	)
Accrued interest payable and other liabilities		435			(1,358	)
Net cash from operating activities		3,012			(1,061	)

Cash flows from investing activities
Net change in interest-bearing balances in
other financial institutions		248			-
Purchase of securities available-for-sale		(3,446	)		(7,430	)
Proceeds from sales of securities		1,704			2,439
Proceeds from calls, maturities and paydowns of securities
available-for-sale		1,422			3,433
Proceeds from sales of real estate owned		1,748			1,644
Loans made to customers, net of payments collected		(3,258	)		7,203
Net purchases of premises and equipment		(25	)		(272	)
Proceeds from bank owned life insurance		-			-
Net cash from investing activities		(1,607	)		7,017

Cash flows from financing activities
Net change in deposit accounts		(1,049	)		(11,873	)
Repayments of FHLB advances		(45	)		(2,547	)
Advances of other borrowings		-			4,820
Repayments of other borrowings		(200	)		-
Preferred dividends paid		-			(101	)
Repayments of TARP preferred stock		-			(6,895	)
Net cash from financing activities		(1,294	)		(16,596	)

Net change in cash and cash equivalents		111			(10,640	)

Cash and cash equivalents at beginning of year		15,002			25,858

Cash and cash equivalents at end of year	$	15,113		$	15,218

Supplemental disclosures of cash flow information
Cash paid during the year for:
Interest	$	403		$	400
Income taxes		-			-
Supplemental noncash disclosures
Transfer from loans to real estate owned	$	-		$	-
Security purchases settled in a subsequent period		-			-
Security purchases settled from a prior period		-			-

See Notes to the Unaudited Consolidated Financial Statements

F-36

UNIVERSAL BANCORP, INC. AND SUBSIDIARY

Consolidated Statements of Changes in Shareholders' Equity

For The Three Months Ended September 30, 2017 and 2016 (Unaudited)

(Dollars in thousands)

	Preferred Stock				Common Stock			Treasury Stock				Surplus			Undivided Profits				Accumulated Other Comprehensive Income (Loss)				Total Share- holders' Equity
Balance June 30, 2017		$	-			$	100		$	(3,596	)		$	4,903		$	41,529			$	517			$	43,453

Net Income		$	-			$	-		$	-			$	-		$	1,170			$	-			$	1,170
Other Comprehensive Income		$	-			$	-		$	-			$	-		$	-			$	(127	)		$	(127	)
Dividends on Preferred Stock		$	-			$	-		$	-			$	-		$	-			$	-			$	-
Redemptions of Preferred Stock		$	-			$	-		$	-			$	-		$	-			$	-			$	-
Balance September 30, 2017		$	-			$	100		$	(3,596	)		$	4,903		$	42,699			$	390			$	44,496



	Preferred Stock				Common Stock			Treasury Stock				Surplus			Undivided Profits				Accumulated Other Comprehensive Income (Loss)				Total Share- holders' Equity
Balance June 30, 2016		$	6,895			$	100		$	(3,596	)		$	4,903		$	38,768			$	1,374			$	48,444

Net Income		$	-			$	-		$	-			$	-		$	720			$	-			$	720
Other Comprehensive Income		$	-			$	-		$	-			$	-		$	-			$	107			$	107
Dividends on Preferred Stock		$	-			$	-		$	-			$	-		$	-			$	-			$	-
Redemptions of Preferred Stock		$	(6,895	)		$	-		$	-			$	-		$	(101	)		$	-			$	(6,996	)
Balance September 30, 2016		$	-			$	100		$	(3,596	)		$	4,903		$	39,387			$	1,481			$	42,275

See Notes to the Unaudited Consolidated Financial Statements

F-37

UNIVERSAL BANCORP, INC. AND SUBSIDIARY

Notes to Unaudited Consolidated Financial Statements

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations and Principles of Consolidation: The consolidated financial statements include the accounts of Universal Bancorp and its wholly owned subsidiary, BloomBank (the "Bank"), and its wholly owned subsidiary, Universal Investment Company, Inc., together referred to as "the Company." Intercompany transactions and balances are eliminated in consolidation.

Use of Estimates: To prepare financial statements in conformity with accounting principles generally accepted in the United States of America management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided, and actual results could differ.

Cash Flows: Cash and cash equivalents include cash, deposits with other financial institutions, money market investments and federal funds sold. Net cash flows are reported for customer loan and deposit transactions, interest bearing deposits in other financial institutions, and federal funds purchased and repurchase agreements.

Interest-Bearing Deposits in Other Financial Institutions: Interest-bearing deposits in other financial institutions mature within five years and are carried at cost.

Securities: The Company classifies all securities as available for sale. Debt securities are classified as available for sale when they might be sold before maturity. Equity securities with readily determinable fair values are classified as available for sale. Securities available for sale are carried at fair value, with unrealized holding gains and losses reported in other comprehensive income, net of tax.

F-38

Loans Held for Sale: Mortgage loans originated and intended for sale in the secondary market are carried at the lower of aggregate cost or fair value, as determined by outstanding commitments from investors. Net unrealized losses, if any, are recorded as a valuation allowance and charged to earnings.

Loans: Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal balance outstanding, net of deferred loan fees and costs, and an allowance for loan losses. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized in interest income using the level-yield method without anticipating prepayments.

All interest accrued but not received for loans placed on nonaccrual is reversed against interest income. Interest received on such loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

Allowance for Loan Losses: The allowance for loan losses is a valuation allowance for probable incurred credit losses. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. Management estimates the allowance balance required using past loan loss experience, the nature and volume of the portfolio, information about specific borrower situations and estimated collateral values, economic conditions, and other factors. Allocations of the allowance may be made for specific loans, but the entire allowance is available for any loan that, in management's judgment, should be charged off.

F-39

Servicing Rights: When mortgage loans are sold with servicing retained, servicing rights are initially recorded at fair value with the income statement effect recorded in gains on sales of loans. Fair value is based on market prices for comparable mortgage servicing contracts, when available or alternatively, is based on a valuation model that calculates the present value of estimated future net servicing income. All classes of servicing assets are subsequently measured using the amortization method which requires servicing rights to be amortized into non-interest income in proportion to, and over the period of, the estimated future net servicing income of the underlying loans.

F-40

Transfers of Financial Assets: Transfers of financial assets are accounted for as sales, when control over the assets has been relinquished. Control over transferred assets is deemed to be surrendered when the assets have been isolated from the Company, the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.

Foreclosed Assets: Assets acquired through or instead of loan foreclosure are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. These assets are subsequently accounted for at lower of cost or fair value less estimated costs to sell. If fair value declines subsequent to foreclosure, a valuation allowance is recorded through expense. Operating costs after acquisition are expensed.

Premises and Equipment: Land is carried at cost. Premises and equipment are stated at cost less accumulated depreciation. Buildings and related components are depreciated using the straight-line method with useful lives ranging from 5 to 40 years. Furniture, fixtures and equipment are depreciated using the straight-line or accelerated method with useful lives ranging from 1 to 20 years. Maintenance and repairs are expensed and major improvements are capitalized.

Federal Home Loan Bank (FHLB) Stock: The Bank is a member of the FHLB system. Members are required to own a certain amount of stock based on the level of borrowings and other factors, and may invest in additional amounts. FHLB stock is carried at cost, classified as a restricted security, and periodically evaluated for impairment based on ultimate recovery of par value. Both cash and stock dividends are reported as income.

Bank Owned Life Insurance: The Company has purchased life insurance policies on certain key executives. Company owned life insurance is recorded at the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement.

Goodwill and Other Intangible Assets: Goodwill resulting from business combinations prior to January 1, 2009 represents the excess of the purchase price over the fair value of the net assets of businesses acquired. Goodwill resulting from business combinations after January 1, 2009, is generally determined as the excess of the fair value of the consideration transferred, plus the fair value of any non-controlling interests in the acquiree, over the fair value of the net assets acquired and liabilities assumed as of the acquisition date. Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized, but tested for impairment at least annually or more frequently if events and circumstances exists that indicate that a goodwill impairment test should be performed. The Company has selected June 30 as the date to perform the annual impairment test, and the annual impairment test indicated no impairment as of June 30, 2017. Goodwill is the only intangible asset with an indefinite life on our balance sheet.

Loan Commitments and Related Financial Instruments: Financial instruments include off-balance sheet credit instruments, such as commitments to make loans and commercial letters of credit, issued to meet customer financing needs. The face amount for these items represents the exposure to loss, before considering customer collateral or ability to repay. Such financial instruments are recorded when they are funded.

Income Taxes: Income tax expense is the total of income tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities. Deferred income tax assets and liabilities are computed annually for differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates. Recognition of deferred tax assets is limited by the establishment of a valuation allowance unless management concludes that the assets will more likely than not result in a future tax benefit to the Company.

F-41

The Company recognizes interest and/or penalties related to income tax matters in income tax expense.

Retirement Plans: Employee 401(k) and profit sharing plan expense is the amount of matching contributions. Deferred compensation and supplemental retirement plan expense allocates the benefits over years of service.

Comprehensive Income: Comprehensive income consists of net income and other comprehensive income. Other comprehensive income includes unrealized gains and losses on securities available for sale, net of tax, which are also recognized as separate components of equity.

Loss Contingencies: Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. Management does not believe there now are such matters that will have a material effect on the financial statements.

Restrictions on Cash: Cash on hand or on deposit with the Federal Reserve Bank was required to meet regulatory reserve and clearing requirements. These balances do not earn interest.

Dividend Restriction: Banking regulations require maintaining certain capital levels and under written agreement between the Bank and its regulators, dividends paid by the Bank to the holding company are restricted without prior consent of the Bank's regulators. Under written agreement between the Company and its regulators, dividends paid by the Company to its shareholders are restricted without prior consent of the Company's regulators.

Fair Values of Financial Instruments: Fair values of financial instruments are estimated using relevant market information and other assumptions, as more fully disclosed in a separate note. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments, and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect the estimates.

Reclassifications: Some items in the prior year financial statements were reclassified to conform to the current presentation. Reclassifications had no effect on prior year net income or shareholders' equity.

NOTE 2 - INVESTMENT SECURITIES

Investment securities available-for-sale was comprised of the following at June 30, 2017:

	June 30, 2017
				Gross			Gross
	Amortized			Unrealized			Unrealized
(Dollars in thousands)	Cost			Gains			Losses				Fair Value
Mortgage-backed securities - agency residential			46,596			198			(355	)			46,439
Municipal securities			42,096			1,133			(191	)			43,038
		$	88,692		$	1,331		$	(546	)		$	89,477

F-42

Investment securities available-for-sale was comprised of the following at September 30, 2017:

	September 30, 2017
				Gross			Gross
	Amortized			Unrealized			Unrealized
(Dollars in thousands)	Cost			Gains			Losses				Fair Value
Mortgage-backed securities - agency residential			47,094			—			(292	)			46,802
Municipal securities			41,781			884			—				42,665
		$	88,875		$	884		$	(292	)		$	89,467

The scheduled maturities of securities available-for-sale and held-to-maturity at June 30, 2017 were as follows:

	June 30, 2017
	Available-for-Sale
(Dollars in thousands)	Amortized Cost			Fair Value
Mortgage Backed Securities		$	46,596		$	46,439
Due from one to five years			4,779			4,847
Due from after five to ten years			19,760			20,479
Due after ten years			17,557			17,712
		$	88,692		$	89,477

The scheduled maturities of securities available-for-sale and held-to-maturity at September 30, 2017 were as follows:

	September 30, 2017
	Available-for-Sale
	Amortized
(Dollars in thousands)	Cost			Fair Value
Mortgage Backed Securities		$	47,094		$	46,802
Due from one to five years			5,343			5,424
Due from after five to ten years			19,311			19,820
Due after ten years			17,127			17,421
		$	88,875		$	89,467

NOTE 3 - EARNINGS PER SHARE

Earnings per share ("EPS") consist of two separate components: basic EPS and diluted EPS. Basic EPS is computed by reducing net income by preferred stock dividends to obtain net income available to common shareholders, then dividing by the weighted average number of common shares outstanding for each period presented. The diluted EPS calculation reflects the EPS if all outstanding instruments convertible to common stock were exercised. For the three months ended September 30, 2017 and 2016, there were no stock options or other convertible instruments outstanding for either period. Therefore, there is no effect of dilution on the Company's earnings per share.

The calculation of EPS for the three months ended September 30, 2017 and 2016 is as follows (in thousands, except per share data):

	For the Three Months
	Ended September 30,
	2017			2016
Net income (basic and diluted)		$	1,170		$	720
Weighted average shares outstanding			75,996			75,996
Net income available to common shareholders			1,170			619
Net income per share – basic and diluted		$	15.39		$	8.15

F-43

ANNEX A

AGREEMENT AND PLAN OF MERGER

by and between

MUTUALFIRST FINANCIAL, INC.

and

UNIVERSAL BANCORP

Dated as of October 4, 2017

TABLE OF CONTENTS

Page

PREAMBLE

RECITALS		1

ARTICLE I THE MERGER		2
1.1	The Merger.	2
1.2	Effective Time.	2
1.3	Effects of the Merger.	2
1.4	Conversion of Stock.	2
1.5	Incorporation Documents and Bylaws of the Surviving Company.	4
1.6	Directors and Officers.	4
1.7	Additional Actions.	4
1.8	The Bank Merger.	4

ARTICLE II DELIVERY OF MERGER CONSIDERATION		5
2.1	Exchange Agent.	5
2.2	Deposit of Merger Consideration	5
2.3	Delivery of Merger Consideration.	5

ARTICLE III REPRESENTATIONS AND WARRANTIES OF UNIVERSAL		7
3.1	Corporate Organization.	7
3.2	Capitalization.	9
3.3	Authority; No Violation.	9
3.4	Consents and Approvals.	10
3.5	Reports	11
3.6	Financial Statements and Internal Controls.	11
3.7	Broker's Fees	12
3.8	Absence of Certain Changes or Events.	12
3.9	Legal Proceedings.	13
3.10	Taxes and Tax Returns.	13
3.11	Employees.	14
3.12	Compliance with Applicable Law	17
3.13	Certain Contracts.	17
3.14	Agreements with Regulatory Agencies.	18
3.15	Risk Management Instruments	19
3.16	Environmental Matters	19
3.17	Investment Securities, Commodities and BOLI.	19
3.18	Title	20
3.19	Intellectual Property.	20
3.20	Related Party Transactions.	21
3.21	State Takeover Laws.	22
3.22	Reorganization. Neither	22
3.23	Opinion of Financial Advisor.	22
3.24	Universal Information.	22
3.25	Loan Portfolio.	22
3.26	Insurance	23
3.27	Fiduciary Business.	23
3.28	Books and Records.	24
3.29	Indemnification	24

A-ii

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF MUTUALFIRST		24
4.1	Corporate Organization.	24
4.2	Capitalization.	25
4.3	Authority; No Violation.	26
4.4	Consents and Approvals.	26
4.5	Reports.	26
4.6	Financial Statements and Internal Controls.	27
4.9	Legal Proceedings.	28
4.10	Taxes and Tax Returns	29
4.11	Employees.	29
4.12	SEC Reports.	30
4.13	Compliance with Applicable Law.	30
4.14	Agreements with Regulatory Agencies.	31
4.15	Risk Management Instruments.	31
4.16	Environmental Matters.	32
4.17	Investment Securities and Commodities.	32
4.18	Title.	32
4.19	Intellectual Property.	33
4.20	Reorganization.	33
4.21	MutualFirst Information.	33
4.22	Loan Portfolio.	33
4.23	Insurance.	34
4.24	Fiduciary Business.	35
4.25	Books and Records.	35
4.26	Indemnification	35

ARTICLE V COVENANTS RELATING TO CONDUCT OF BUSINESS		35
5.1	Universal Conduct of Businesses Prior to the Effective Time.	35
5.2	Universal Forbearances	35
5.3	MutualFirst Conduct of Business Prior to the Effective Time.	38
5.4	MutualFirst Forbearances.	38

ARTICLE VI ADDITIONAL AGREEMENTS		39
6.1	Regulatory Matters.	39
6.2	Access to Information; Current Information.	41
6.3	Shareholder Meeting.	42
6.4	Reservation of Common Stock; Nasdaq Listing.	42
6.5	Employee Matters.	42
6.6	Officers' and Directors' Insurance; Indemnification.	44
6.7	Exemption from Liability Under Section 16(b).	45
6.8	No Solicitation.	46
6.9	Notification of Certain Matters.	47
6.10	Correction of Information.	47
6.11	Integration	47
6.12	Coordination; Integration.	48
6.13	Delivery of Agreements.	48

ARTICLE VII CONDITIONS PRECEDENT		48
7.1	Conditions to Each Party's Obligations.	48
7.2	Conditions to Obligations of MutualFirst.	49
7.3	Conditions to Obligations of Universal.	50

A-iii


ARTICLE VIII TERMINATION AND AMENDMENT		51
8.1	Termination.	51
8.2	Effect of Termination.	53
8.3	Fees and Expenses.	53
8.4	Termination Fee.	53
8.5	Amendment.	54
8.6	Extension; Waiver	54

ARTICLE IX GENERAL PROVISIONS		55
9.1	Closing.	55
9.2	Non-survival of Representations, Warranties and Agreements.	55
9.3	Notices.	55
9.4	Interpretation.	56
9.5	Counterparts.	56
9.6	Entire Agreement.	56
9.7	Governing Law, Jurisdiction, Venue and Construction	56
9.8	Publicity.	56
9.9	Assignment; Third Party Beneficiaries.	57
9.10	Specific Performance; Time of the Essence.	57
9.11	Waiver of Jury Trial	57

SIGNATURES		56

EXHIBITS (Intentionally Omitted)

Exhibit A Form of Voting Agreement

Exhibit B Form of Officer's Agreement

Exhibit C

Form of Plan of Bank Merger

Exhibit D

Third Party Consents

A-iv

INDEX OF DEFINED TERMS

Definition	Page

Acceptable Confidentiality Agreement	45
Acquisition Proposal	46
Adjusted MutualFirst Ratio	52
Adjusted Per Share Stock Consideration	51, 52
Agreement	8
Articles of Merger	2
Average Closing Price	52
Bank Merger	4
Bank Merger Certificates	5
Bank Plan of Merger	4
BHC Act	7
BOLI	19
Cancelled Shares	3
Change in Recommendation	46
Claim	44
Closing	54
Closing Date	54
Code	8
Confidentiality Agreement	41
Covered Employees	42
Determination Date	52
DFI	10
Dissenting Shares	3
DPC Common Shares	3
Effective Time	2
Enforceability Exception	10
Environmental Laws	19
ERISA	14
Exchange Act	21
Exchange Agent	5
Exchange Agent Agreement	5
Exchange Fund	5
Exchange Ratio	2
Existing Certificate	3
FDIC	8
Federal Reserve Board	10
FHLB	9
Form S-4	10
GAAP	8
General Corporation Law	2
Governmental Entity	10
HSA	47
Index Price	52
Insurance Amount	44
Intellectual Property	20
IRS	13
IT Assets	21
Letter of Transmittal	5
Liens	9
Loans	22

A-v

Material Adverse Effect	8
Merger	8
Merger Consideration	2
Monetary Liens	20
Multiemployer Plan	15
Multiple Employer Plan	15
Multiple Employer Welfare Arrangement	15
MutualFirst	8
MutualFirst Articles	24
MutualFirst Bylaws	24
MutualFirst Common Stock	2
MutualFirst Disclosure Schedule	23
MutualFirst Leased Properties	32
MutualFirst Owned Properties	32
MutualFirst Ratio	51
MutualFirst Real Property	32
MutualFirst Regulatory Agreement	31
MutualFirst Reports	29
MutualFirst Stock Options	24
MutualFirst Stock Plans	25
MutualFirst Subsidiary	24
Officer's Agreement	8
Parties	8
Per Share Cash Consideration	2
Per Share Stock Consideration\	2
Permitted Encumbrances	20
Proxy Statement	10
PTO	43
Regulatory Agencies	11
Requisite Regulatory Approvals	48
Sarbanes-Oxley Act	27
SEC	10
Secretary of State	2
Securities Act	10
SRO	11
Starting Date	52
Starting Price	52
Superior Proposal	46
Surviving Bank	4
Surviving Company	8
Takeover Statutes	21
Tax	14
Tax Return	14
Taxes	14
Termination Fee	53
Total Payments	44
Treasury	13
Trust Account Common Shares	3
Unduly Burdensome Condition	48
Universal	8
Universal Articles	8
Universal Bank Call Reports	11
Universal Benefit Plans	14

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Universal Board Recommendation	42
Universal Bylaws	8
Universal Common Stock	2
Universal Confidential Information	45
Universal Contract	18
Universal Disclosure Schedule	7
Universal ERISA Affiliate	14
Universal Financial Statements	11
Universal Indemnified Party	44
Universal Individuals	45
Universal Insiders	45
Universal Leased Properties	20
Universal Owned Properties	20
Universal Qualified Plans	14
Universal Real Property	20
Universal Regulatory Agreement	18
Universal Representatives	45
Universal Shareholder Approval	9
Universal Shareholder Meeting	41
Universal Subsidiary	8
Voting Agreement	8

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AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER , dated as of October 4, 2017 (this " Agreement "), by and between MutualFirst Financial, Inc., a Maryland corporation (" MutualFirst" ), and Universal Bancorp, an Indiana corporation (" Universal ", and together with MutualFirst, the " Parties" ).

RECITALS

A. The Boards of Directors of the Parties have determined that it is in the best interests of their respective companies and their shareholders to consummate the business combination transaction provided for in this Agreement in which Universal will, on the terms and subject to the conditions set forth in this Agreement, merge with and into MutualFirst (the " Merger "), with MutualFirst as the surviving corporation in the Merger (sometimes referred to in such capacity as the " Surviving Company ").

B. As a condition to the willingness of MutualFirst to enter into this Agreement, all of the directors of Universal have entered into voting agreements (each a " Voting Agreement "), substantially in the form attached hereto as Exhibit A , dated as of the date hereof, with MutualFirst.

C. As a condition to the willingness of MutualFirst to enter into this Agreement, certain of the officers of BloomBank, the wholly owned Indiana chartered bank subsidiary of Universal, have entered into agreements with MutualFirst (each an " Officer's Agreement "), substantially in the form attached hereto as Exhibit B , dated as of the date hereof but effective upon consummation of the Merger.

E. The Parties intend the Merger to be treated as a reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended (the " Code "), and intend for this Agreement to constitute a "plan of reorganization" within the meaning of Treasury Regulations Section 1.368-2(g).

F. The Parties desire to make certain covenants, representations, warranties and agreements in connection with the Merger and also to prescribe certain conditions to the Merger.

NOW, THEREFORE , in consideration of the mutual covenants, representations, warranties and agreements contained in this Agreement, the Parties agree as follows:

ARTICLE I

THE MERGER

1.1 The Merger.

(a) Subject to the terms and conditions of this Agreement, in accordance with general corporation law of the states of incorporation of MutualFirst and Universal (the " General Corporation Law "), at the Effective Time (as defined in Section 1.2 ), Universal shall merge with and into MutualFirst. MutualFirst shall be the Surviving Company in the Merger and shall continue its existence as a corporation under the laws of the State of Maryland. As of the Effective Time, the separate corporate existence of Universal shall cease.

(b) Subject to the consent of Universal, which shall not be unreasonably withheld or delayed, MutualFirst may at any time change the method of effecting the combination (including by providing for the merger of a wholly owned subsidiary of MutualFirst with Universal) if and to the extent requested by MutualFirst; provided , however, that no such change or amendment shall (i) alter or change the amount or kind of the Merger Consideration (as defined in Section 1.4(b) ) to be received by the shareholders of Universal, (ii) adversely affect the tax consequences of the Merger to the shareholders of Universal or the tax treatment of either party pursuant to this Agreement or (iii) impede or materially delay consummation of the transactions contemplated by this Agreement.

1.2 Effective Time. Subject to the terms and conditions of this Agreement, simultaneously with the Closing (as defined in Section 9.1 ), the Parties shall execute, and MutualFirst shall cause to be filed with the Secretary of State of the State of Maryland (the " Secretary of State "), articles of merger and a short form plan of merger as required (collectively the " Articles of Merger "). The Merger shall become effective at such time as designated in the Articles of Merger (the " Effective Time ").

1.3 Effects of the Merger. At and after the Effective Time, the Merger shall have the effects set forth in the General Corporation Law of the State of Maryland.

1.4 Conversion of Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Universal, MutualFirst or the holders of any of the following securities:

(a) MutualFirst Common Stock . Each share of common stock, $.01 par value, of MutualFirst (" MutualFirst Common Stock ") issued and outstanding immediately prior to the Effective Time shall continue to be one validly issued, fully paid and non-assessable share of common stock, $.01 par value, of the Surviving Company.

(b) Universal Common Stock . Subject to Sections 1.4(c) and 1.4(d) , each share of common stock, no par value, of Universal (" Universal Common Stock ") issued and outstanding immediately prior to the Effective Time, including Trust Account Common Shares and DPC Common Shares (as such terms are defined in Section 1.4(c) ), but excluding any Cancelled Shares (as defined Section 1.4(c) ) and Dissenting Shares (as defined in Section 1.4(d) ), shall be converted, in accordance with the procedures set forth in Article II , into the right to receive (i) 15.600 shares of MutualFirst Common Stock (subject to any adjustments pursuant to Sections 1.4(e) and 8.1(h) )( the "Exchange Ratio") (the "Per Share Stock Consideration "), plus (ii), $250 in cash without interest (the " Per Share Cash Consideration " and together, the " Merger Consideration "). The aggregate number of shares of Universal Common Stock issued and outstanding immediately prior to the Effective Time shall not be greater than 75,996 shares of Universal Common Stock, which is the number of shares issued and outstanding on the date hereof. All of the shares of Universal Common Stock converted into the right to receive the Merger

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Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each certificate previously representing any such shares of Universal Common Stock (each, an " Existing Certificate "), (it being understood that any reference to an "Existing Certificate" shall be deemed, as appropriate, to include reference to book-entry account statements relating to the ownership of Universal Common Stock, and it being further understood that provisions herein relating to Existing Certificates shall be interpreted in a manner that appropriately accounts for book-entry shares, including that, in lieu of delivery of an Existing Certificate and a letter of transmittal as specified herein, shares held in book-entry form may be transferred by means of an "agent's message" to the Exchange Agent or such other similar evidence of transfer as the Exchange Agent may reasonably request), shall thereafter represent only the right to receive the Merger Consideration including any cash in lieu of a fractional share interest into which the shares of Universal Common Stock represented by such Existing Certificate have been converted pursuant to this Section 1.4 and Section 2.3(f) , as well as any dividends as provided in Section 2.3(c) .

(c) Cancelled Shares . Shares of Universal Common Stock that are owned immediately prior to the Effective Time by Universal or MutualFirst (other than shares of Universal Common Stock held in trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity, that are beneficially owned by third parties (any such shares, " Trust Account Common Shares ") and other than shares of Universal Common Stock held, directly or indirectly, by Universal or MutualFirst in respect of a debt previously contracted (any such shares, " DPC Common Shares" ) shall be cancelled and shall cease to exist and no stock of MutualFirst, cash or other consideration shall be delivered in exchange therefor (any such shares, the " Cancelled Shares ").

(d) Dissenting Shares . Notwithstanding anything in this Agreement to the contrary, a ll shares of Universal Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a shareholder who did not vote in favor of the Merger (or consent thereto in writing) and who exercises dissenters' rights when and in the manner required under the General Corporation Law of the state of incorporation of Universal shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the " Dissenting Shares "), but instead such holder shall be entitled to only such rights as are granted with respect to the payment of the fair value of such shares under the applicable provisions of the General Corporation Law of the state of incorporation of Universal (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the rights provided for pursuant to the applicable provisions of the General Corporation Law and this Section 1.4(d) ), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to demand or receive the fair value of such shares of Universal Common Stock under the applicable General Corporation Law. If any shareholder dissenting pursuant to the General Corporation Law and this Section 1.4(d) shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder's shares of Universal Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Merger Consideration for each such share of Universal Common Stock, in accordance with Section 1.4(b) , without any interest thereon. Universal shall give MutualFirst (i) prompt notice of any written notices to exercise dissenters' rights in respect of any shares of Universal Common Stock, attempted withdrawals of such notices and any other instruments served pursuant to the General Corporation Law and received by Universal relating to shareholders' dissenters' rights and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for fair value under the applicable General Corporation Law. Universal shall not, except with the prior written consent of MutualFirst, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any Merger Consideration made available to the Exchange Agent as (defined in Section 2.1 ) pursuant to Article II to pay for shares of Universal Common Stock for which dissenters' rights have been perfected shall be returned to MutualFirst upon demand.

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(e) Adjustment to Exchange Ratio . If, between the date of this Agreement and the Effective Time, the outstanding shares of MutualFirst Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, then an appropriate and proportionate adjustment shall be made to the Exchange Ratio to provide the holders of Universal Common Stock converted into Merger Consideration the same economic effect as contemplated by this Agreement with respect to the Merger Consideration prior to such event.

1.5 Incorporation Documents and Bylaws of the Surviving Company. At the Effective Time, the articles of incorporation of MutualFirst in effect immediately prior to the Effective Time, shall be the articles of incorporation of the Surviving Company until thereafter amended in accordance with applicable law. The bylaws of MutualFirst, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Company until thereafter amended in accordance with applicable law and the terms of such bylaws.

1.6 Directors and Officers. The directors of MutualFirst immediately prior to the Effective Time shall be the directors of the Surviving Company and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal. On or prior to the Closing Date, MutualFirst's Board of Directors shall select two mutually agreeable existing Universal directors to become members of the Board of Directors of MutualFirst as of the Effective Time. The officers of MutualFirst immediately prior to the Effective Time shall be the officers of the Surviving Company and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.

1.7 Additional Actions. If, at any time after the Effective Time, the Surviving Company shall consider that any further assignments or assurances in law or any other acts are necessary or desirable to (i) vest, perfect or confirm, of record or otherwise, in the Surviving Company its right, title or interest in, to or under any of the rights, properties or assets of Universal acquired or to be acquired by the Surviving Company as a result of, or in connection with, the Merger, or (ii) otherwise carry out the purposes of this Agreement, Universal, and its proper officers and directors, shall be deemed to have granted to the Surviving Company an irrevocable power of attorney coupled with an interest to execute and deliver all such proper deeds, assignments and assurances in law and to do all acts necessary or proper to vest, perfect or confirm title to and possession of such rights, properties or assets in the Surviving Company and otherwise to carry out the purposes of this Agreement, and the proper officers and directors of the Surviving Company are fully authorized in the name of Universal or the Surviving Company or otherwise to take any and all such action without limitation except as otherwise required by applicable law.

1.8 The Bank Merger. Immediately after the Effective Time, MutualFirst intends to merge BloomBank, an Indiana-chartered commercial bank and wholly owned subsidiary of Universal, with and into MutualBank, an Indiana-chartered commercial bank and wholly owned subsidiary of MutualFirst (the " Bank Merger ") in accordance with the provisions of applicable state and federal banking laws and regulations, and MutualBank shall be the resulting institution or surviving bank (the " Surviving Bank "). The Bank Merger shall have the effects as set forth under applicable state and federal banking laws and regulations and the Boards of Directors of the Parties shall approve, and shall cause the boards of directors of BloomBank and MutualBank, respectively, to approve, a separate combination agreement/plan of merger (the " Bank Plan of Merger ") in substantially the form attached hereto as Exhibit C , and cause the Bank Plan of Merger to be executed and delivered as soon as practicable following the date of execution of this Agreement. In addition, Universal shall cause BloomBank, and

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MutualFirst shall cause MutualBank, to execute and file in accordance with applicable state and federal banking laws and regulations such articles of merger or combination, corporate resolutions, and/or other documents and certificates as are necessary to make the Bank Merger effective (the " Bank Merger Certificates ").

ARTICLE II

DELIVERY OF MERGER CONSIDERATION

2.1 Exchange Agent. Prior to the Effective Time, MutualFirst shall appoint MutualFirst's transfer agent pursuant to an agreement (the " Exchange Agent Agreement ") to act as exchange agent (the " Exchange Agent ") hereunder.

2.2 Deposit of Merger Consideration. At or prior to the Effective Time, MutualFirst shall (i) deposit with the Exchange Agent, or authorize the Exchange Agent to issue an aggregate number of shares of MutualFirst Common Stock equal to the stock portion of the aggregate Merger Consideration and (ii) deposit, or cause to be deposited with, the Exchange Agent, the cash portion of the aggregate Merger Consideration plus, to the extent then determinable, any cash payable in lieu of fractional shares pursuant to Section 2.3(f) (together, the " Exchange Fund ") and Buyer shall instruct the Exchange Agent to timely deliver the Merger Consideration.

2.3 Delivery of Merger Consideration.

(a) As soon as reasonably practicable after the Effective Time (and in any event within ten (10) days thereafter), and subject to the receipt by the Exchange Agent of a list of Universal's shareholders in a format that is reasonably acceptable to the Exchange Agent, the Exchange Agent shall mail to each holder of an Existing Certificate or Existing Certificates, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to such Existing Certificate or Existing Certificates shall pass, only upon delivery of such Existing Certificate or Existing Certificates (or an affidavit of loss in lieu thereof)) to the Exchange Agent and shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement (the " Letter of Transmittal ") and (ii) instructions for use in surrendering such Existing Certificate or Existing Certificates in exchange for the Merger Consideration, any cash in lieu of a fractional share of MutualFirst Common Stock to be issued or paid in consideration therefor and any dividends or distributions to which such holder is entitled pursuant to Section 2.3(c).

(b) As soon as reasonably practicable after surrender to the Exchange Agent of its Existing Certificate or Existing Certificates, accompanied by a properly completed Letter of Transmittal, such holder of Universal Common Stock will be entitled to receive the Merger Consideration, any cash in lieu of a fractional share of MutualFirst Common Stock to be issued or paid in consideration therefor, and any dividends or distributions to which such holder is entitled pursuant to Section 2.3(c) , in respect of the shares of Universal Common Stock represented by such holder's Existing Certificate or Existing Certificates. Until so surrendered, such Existing Certificate or Existing Certificates shall represent after the Effective Time, for all purposes, only the right to receive, without interest, the Merger Consideration, any cash in lieu of a fractional share of MutualFirst Common Stock to be issued or paid in consideration therefor upon surrender of such Existing Certificate or Existing Certificates in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article II .

(c) No dividends or other distributions with respect to MutualFirst Common Stock shall be paid to the holder of any un-surrendered Existing Certificate with respect to the shares of MutualFirst Common Stock represented thereby, unless and until the surrender of such Existing Certificate in

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accordance with this Article II . Subject to the effect of applicable abandoned property, escheat or similar laws, following surrender of any such Existing Certificate or Existing Certificates in accordance with this Article II , the record holder thereof shall be entitled to receive, without interest, and in addition to the other amounts set forth herein, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole shares of MutualFirst Common Stock represented by such Existing Certificate or Existing Certificates and not paid and (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to whole shares of MutualFirst Common Stock represented by such Existing Certificate or Existing Certificates with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the MutualFirst Common Stock issuable with respect to such Existing Certificate or Existing Certificates.

(d) In the event of a transfer of ownership of an Existing Certificate representing Universal Common Stock prior to the Effective Time that is not registered in the stock transfer records of Universal, the Merger Consideration, any cash in lieu of a fractional share of MutualFirst Common Stock to be issued or paid in consideration therefor, and any dividends or distributions to which such holder is entitled, shall be issued or paid in exchange therefor to a person other than the person in whose name the Existing Certificate so surrendered is registered if the Existing Certificate formerly representing such Universal Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment or issuance shall pay any transfer or other similar Taxes (as defined in Section 3.10(b) ) required by reason of the payment or issuance to a person other than the registered holder of the Existing Certificate or establish to the satisfaction of MutualFirst that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the earlier of (x) six months after the Effective Time and (y) the expiration or termination of the Exchange Agent Agreement, MutualFirst) shall be entitled to deduct and withhold from the cash portion of the Merger Consideration and any cash in lieu of a fractional share of MutualFirst Common Stock otherwise payable pursuant to this Agreement to any holder of Universal Common Stock such amounts as the Exchange Agent or MutualFirst, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign tax law, with respect to the making of such payment. To the extent amounts are so withheld by the Exchange Agent or MutualFirst, as the case may be, and timely paid over to the appropriate Governmental Entity (as defined in Section 3.4 ), such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of shares of Universal Common Stock in respect of whom such deduction and withholding was made by the Exchange Agent or MutualFirst, as the case may be.

(e) After the Effective Time, there shall be no transfers on the stock transfer books of Universal of the shares of Universal Common Stock that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Universal Common Stock that occurred prior to the Effective Time. If, after the Effective Time, Existing Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration, any cash in lieu of fractional shares of MutualFirst Common Stock to be issued or paid in consideration therefor, and any dividends or distributions to which such holder is entitled, in accordance with the procedures set forth in this Article II .

(f) Notwithstanding anything to the contrary contained in this Agreement, no fractional shares of MutualFirst Common Stock shall be issued upon the surrender of Existing Certificates for exchange, no dividend or distribution with respect to MutualFirst Common Stock shall be payable on or with respect to any fractional share, and such fractional share interest shall not entitle the owner thereof to vote or to any other rights of a shareholder of MutualFirst. In lieu of the issuance of any such fractional share, MutualFirst shall pay to each former shareholder of Universal who otherwise would be entitled to receive such fractional share an amount in cash (rounded to the nearest cent) determined by multiplying (i) the Average Closing Price of MutualFirst Common Stock as defined in Section 8.1(h) by (ii) the fraction

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of a share (after taking into account all shares of Universal Common Stock held by such holder at the Effective Time and rounded to the nearest one ten thousandth when expressed in decimal form) of MutualFirst Common Stock to which such holder would otherwise be entitled to receive pursuant to Section 1.4(b) .

(g) Any portion of the Exchange Fund that remains unclaimed by the shareholders of Universal at the expiration of six months after the Effective Time shall be paid to MutualFirst. In such event, any former shareholders of Universal who have not theretofore complied with this Article II shall thereafter look only to MutualFirst with respect to the Merger Consideration, and any cash in lieu of any fractional share interest and any unpaid dividends and distributions on the MutualFirst Common Stock deliverable in respect of the shares represented by an Existing Certificate such shareholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of MutualFirst, Universal, the Surviving Company, the Exchange Agent or any other person shall be liable to any former holder of shares of Universal Common Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws.

(h) In the event any Existing Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Existing Certificate to be lost, stolen or destroyed and, if required by MutualFirst or the Exchange Agent, the posting by such person of a bond in such amount as MutualFirst or the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Existing Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Existing Certificate the Merger Consideration, any cash in lieu of any fractional share interest and any dividends and distributions to which such person is entitled in respect thereof pursuant to this Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF UNIVERSAL

Except as disclosed in the disclosure schedule delivered by Universal to MutualFirst concurrently herewith (the " Universal Disclosure Schedule "); provided, that (a) no such item is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect, (b) the mere inclusion of an item in the Universal Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by Universal that such item represents a material exception or fact, event or circumstance or that such item is reasonably likely to result in a Material Adverse Effect (as defined in Section 3.1(a) ) on Universal and (c) any disclosures made with respect to a section of Article III shall be deemed to qualify (1) any other section of Article III specifically referenced or cross-referenced and (2) other sections of Article III to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross reference) from a reading of the disclosure that such disclosure applies to such other sections, Universal hereby represents and warrants to MutualFirst as follows:

3.1 Corporate Organization.

(a) Universal is a corporation duly organized, validly existing and in good standing under the laws of the State of Indiana, and is a bank holding company duly registered under the Bank Holding Company Act of 1956, as amended (the " BHC Act "). Universal has the corporate power and authority to own or lease all of its properties and assets as presently owned, operated or leased and to carry on its business as it is now being conducted. Universal is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the

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properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Universal. As used in this Agreement, the term " Material Adverse Effect " means, with respect to MutualFirst, Universal or the Surviving Company, as the case may be, a material adverse effect on (i) the business, properties, results of operations or financial condition of such party and its Subsidiaries taken as a whole ( provided , however , that, with respect to this clause (i), Material Adverse Effect shall not be deemed to include the impact of (A) changes, after the date hereof, in United States generally accepted accounting principles (" GAAP ") or applicable regulatory accounting requirements, (B) changes, after the date hereof, in laws, rules or regulations of general applicability to companies in the industries in which such party and its Subsidiaries operate, or interpretations thereof by courts or Governmental Entities, (C) changes, after the date hereof, in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in economic or market (including equity, credit and debt markets, as well as changes in interest rates) conditions affecting the financial services industry generally, (D) public disclosure of the transactions contemplated hereby or actions or inactions expressly required by this Agreement or that are taken with the prior written consent of the other party in contemplation of the transactions contemplated hereby, (E) expenses reasonably incurred by a party in connection with this Agreement or the consummation of the transactions contemplated hereby or (F) a decline in the trading price of a party's common stock or the failure, in and of itself, to meet earnings projections, but not, in either case, including the underlying causes thereof; except, with respect to subclauses (A), (B), or (C), to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its Subsidiaries operate), or (ii) the ability of such party or its banking Subsidiary to timely consummate the transactions contemplated hereby. As used in this Agreement, the word " Subsidiary " when used with respect to any party, means any corporation, partnership, limited liability company, bank or other organization, whether incorporated or unincorporated, which is consolidated with such party for financial reporting purposes. True and complete copies of the articles of incorporation of Universal (the " Universal Articles ") and the bylaws of Universal (the " Universal Bylaws "), as in effect as of the date of this Agreement, have previously been made available by Universal to MutualFirst.

(b) Each Subsidiary of Universal (a " Universal Subsidiary ") (i) is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) is duly qualified to do business and, where such concept is recognized under applicable law, is in good standing in all jurisdictions (whether federal, state, local or foreign) where its ownership or leasing of property or the conduct of its business requires it to be so qualified and in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect on Universal and (iii) has all requisite power and authority to own or lease its properties and assets and to carry on its business as now conducted. Except as set forth in Section 3.1(b) of the Universal Disclosure Schedule, there are no restrictions on the ability of any Subsidiary of Universal to pay dividends or distributions except for statutory restrictions on dividends or distributions generally applicable to all entities of the same type and, in the case of a Subsidiary that is a regulated entity, for restrictions on dividends or distributions generally applicable to all such regulated entities. The deposit accounts of BloomBank are insured by the Federal Deposit Insurance Corporation (" FDIC ") through the Deposit Insurance Fund (as defined in Section 3(y) of the Federal Deposit Insurance Act) to the fullest extent permitted by law, all premiums and assessments required to be paid in connection therewith have been paid when due, and no proceedings for the termination of such insurance are pending or threatened. Section 3.1(b) of the Universal Disclosure Schedule sets forth a true and complete list of all Subsidiaries of Universal as of the date hereof. Neither Universal nor any of its Subsidiaries owns any equity or profit-and-loss interest in any business enterprise, corporation, partnership or joint venture, limited liability company, association, joint-stock company, business trust or unincorporated organization, other than a Subsidiary, readily marketable securities, securities held-to-maturity in its investment

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portfolio, and stock in the Federal Home Loan Bank of Indianapolis (the " FHLB") . BloomBank is not in material violation of any of its organizational documents.

3.2 Capitalization.

(a) The authorized capital stock of Universal consists of 100,000 shares of Universal Common Stock and 100,000 shares of preferred stock, no par value per share, of which no shares of preferred stock are issued or outstanding. As of the date of this Agreement, there are (i) 75,996 shares of Universal Common Stock issued and outstanding, and (ii) no other shares of capital stock or other voting securities of Universal issued, reserved for issuance or outstanding, other than trust preferred securities issued by Universal Preferred Trust in the amount of $5,000,000.00 (the "Trust"). All of the issued and outstanding shares of Universal Common Stock have been duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of Universal may vote. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements obligating Universal to issue, transfer, sell, purchase, redeem or otherwise acquire, any shares of Universal Common Stock or any other of its securities. There are no voting trusts, shareholder agreements, proxies or other agreements in effect with respect to the voting or transfer of Universal Common Stock to which Universal is a party. No equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of Universal or any of its Subsidiaries) are outstanding.

(b) Except as set forth in Section 3.2(b) of the Universal Disclosure Schedule, Universal owns, directly or indirectly, all of the issued and outstanding shares of capital stock or other equity ownership interests of each of the Universal Subsidiaries, free and clear of any liens, pledges, charges, encumbrances and security interests whatsoever (" Liens "), and all of such shares or equity ownership interests are duly authorized and validly issued and are fully paid, non-assessable (except, with respect to BloomBank, as provided under applicable law) and free of preemptive rights, with no personal liability attaching to the ownership thereof. No Universal Subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, rights, commitments or agreements of any character calling for the purchase or issuance of any shares of capital stock or any other equity security of such Subsidiary or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of such Subsidiary.

3.3 Authority; No Violation.

(a) Universal has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the Board of Directors of Universal. The Board of Directors of Universal has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Universal and its shareholders and has directed that this Agreement be submitted to Universal's shareholders for approval at a meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Universal Common Stock (the " Universal Shareholder Approval "), no other corporate proceedings on the part of Universal are necessary to approve this Agreement or to consummate the Merger. This Agreement has been duly and validly executed and delivered by Universal and (assuming due authorization, execution and delivery by MutualFirst) constitutes a valid and binding obligation of Universal, enforceable against

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Universal in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the " Enforceability Exception ")).

(b) Neither the execution and delivery of this Agreement by Universal or the Bank Plan of Merger by BloomBank, nor the consummation of the Merger by Universal or the Bank Merger by BloomBank, nor compliance by Universal or BloomBank with any of the terms and provisions of this Agreement or the Bank Plan of Merger, will (i) assuming the Universal Shareholder Approval is obtained, violate any provision of the Universal Articles or Universal Bylaws or the organization or governing documents of any Universal Subsidiary or (ii) assuming that the filings, notices, consents and approvals referred to in Section 3.4 are duly obtained and/or made, as applicable, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Universal or any of its Subsidiaries or any of their respective properties or assets or (y) except as set forth in Section 3.3(b) of the Universal Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Universal or any of its Subsidiaries under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other material instrument or obligation to which Universal or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound.

3.4 Consents and Approvals. Except for (i) the filing of applications, filings and notices, as applicable, with the Nasdaq, and approval of such applications, filings and notices, (ii) the filing of applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the " Federal Reserve Board ") under the BHC Act and approval of such applications, filings and notices, (ii) the filing of applications, filings and notices, as applicable, with the Indiana Department of Financial Institutions (the " DFI ") and the FDIC and approval of such applications, filings and notices, (iii) the filing with the Securities and Exchange Commission (the " SEC ") of a proxy statement in definitive form relating to the meeting of Universal's shareholders to be held in connection with this Agreement (including any amendments or supplements thereto, the " Proxy Statement "), and of the registration statement on Form S-4 in which the Proxy Statement will be included as a prospectus, to be filed with the SEC by MutualFirst in connection with the transactions contemplated by this Agreement (the " Form S-4 ") to, among other things, register any securities issuable by MutualFirst in conjunction with the transactions contemplated by this Agreement with the SEC pursuant to the Securities Act of 1933, as amended (the " Securities Act ") and declaration of effectiveness of the Form S-4, (iv) the filing of the Articles of Merger with the Secretary of State of Maryland and the filing of the Bank Merger Certificates, and (v) such filings and approvals as are required to be made or obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of the shares of MutualFirst Common Stock pursuant to this Agreement and the approval of the listing of such MutualFirst Common Stock on the Nasdaq, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality or SRO (as defined in Section 3.5 ) (each a " Governmental Entity ") are necessary in connection with (A) the execution and delivery by Universal of this Agreement or (B) the consummation by Universal of the Merger or the consummation by BloomBank of the Bank Merger. As of the date hereof, Universal is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis.

3.5 Reports . To the knowledge of Universal, it and each of its Subsidiaries have timely filed all reports, registrations and statements, together with any amendments required to be made with respect

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thereto, that they were required to file since January 1, 2014 with (i) any state regulatory authority, including the DFI, (ii) the Federal Reserve Board, (iii) the FDIC, (iv) any foreign regulatory authority and (v) any self-regulatory organization (an " SRO ") ((i) - (v) together with the SEC, collectively the " Regulatory Agencies "), including, without limitation, any report, registration or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any Regulatory Agency, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by a Regulatory Agency in the ordinary course of business of Universal and its Subsidiaries, no Regulatory Agency has initiated or has pending any proceeding or, to the knowledge of Universal, investigation into the business or operations of Universal or any of its Subsidiaries since January 1, 2014. There is no unresolved violation, criticism, or exception by any Regulatory Agency with respect to any report or statement relating to any examinations or inspections of Universal or any of its Subsidiaries.

3.6 Financial Statements and Internal Controls.

(a) The audited consolidated balance sheets (including related notes and schedules, if any) of Universal and its Subsidiaries as of June 30, 2016 and 2015 and the related consolidated statements of income, comprehensive income, changes in shareholders' equity, and cash flows (including related notes and schedules, if any) of Universal and its Subsidiaries for each of the two years then ended, and the unaudited consolidated balance sheet, statement of income, changes in shareholders' equity and cash flows (including related notes and schedules, if any) of Universal and its Subsidiaries for the nine month period ended March 31, 2017 (collectively, the " Universal Financial Statements ") have been previously made available to MutualFirst. The Universal Financial Statements fairly present the consolidated financial position and results of operations of Universal and its Subsidiaries on a consolidated basis as of and for the respective periods ending on the dates thereof, in accordance with GAAP consistently applied during the periods involved, except as indicated in the Universal Financial Statements or notes thereto and, in the case of unaudited financial statements, subject to normal year-end adjustments (which will not be material individually or in the aggregate) and the of lack footnotes. The financial and accounting books and records of Universal and its Subsidiaries have been maintained in all material respects in accordance with GAAP and all other applicable legal and accounting requirements, reflect only actual transactions, and there are no material misstatements, omissions, inaccuracies or discrepancies contained or reflected therein. Crowe Horwath LLP has not resigned (or informed Universal that it intends to resign) or been dismissed as independent public accountants of Universal as a result of or in connection with any disagreements with Universal on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

(b) The call reports of BloomBank and accompanying schedules, as filed (or to be filed) with the FDIC, for each calendar quarter beginning with the quarter ended March 31, 2015 through the Closing Date (the " BloomBank Call Reports ") have been (or will be) prepared in accordance with regulatory requirements including applicable regulatory accounting principles and practices through the periods covered by such reports.

(c) As of the date of the most recent balance sheet included in the Universal Financial Statements, Universal on a consolidated basis had no liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected or reserved against on a balance sheet prepared in accordance with GAAP which are not fully reflected or reserved against on the most recent balance sheet included in the Universal Financial Statements (including any notes thereto).

(d) The allowance for loan loss account of BloomBank as reflected in the BloomBank Call Report for the quarter ended June 30, 2017, was as of such date, and the amount thereof

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contained in the financial books and records of BloomBank as of the last day of the month immediately preceding the Closing Date will be as of such future date, in compliance with BloomBank's existing methodology for determining the adequacy of its allowance for loan and lease losses as well as GAAP and applicable regulatory guidelines.

(e) The records, systems, controls, data and information of Universal and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Universal or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a material adverse effect on Universal's (or any Universal Subsidiary's) system of internal accounting controls.

(f) Since January 1, 2014, (i) neither Universal nor any of its Subsidiaries, nor to the knowledge of Universal, any director, officer, employee, auditor, accountant or any representative of Universal or any of its Subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write downs, charge offs and accruals) of Universal or any of its Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that Universal or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing Universal or any of its Subsidiaries, or any other person, whether or not employed by Universal or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or violation of banking or other laws by Universal or any of its Subsidiaries or any of their officers, directors, employees or agents to the Board of Directors of Universal or any of its Subsidiaries, or any committee thereof.

3.7 Broker's Fees . With the exception of the engagement of Boenning & Scattergood, Inc., neither Universal nor any Universal Subsidiary nor any of their respective officers or directors has employed any broker, finder or financial advisor or incurred any liability for any broker's fees, commissions, finder's fees, or advisory or fairness opinion fees in connection with the Merger or the Bank Merger. Universal has disclosed to MutualFirst as of the date hereof the aggregate fees provided for in connection with the engagement by Universal of Boenning & Scattergood, Inc. related to the Merger and the Bank Merger.

3.8 Absence of Certain Changes or Events.

(a) Since June 30, 2016, no event or events have occurred that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Universal.

(b) Since June 30, 2016, other than entering into this Agreement or in connection with this Agreement or the transactions contemplated hereby, Universal and its Subsidiaries have carried on their respective businesses in all material respects in the ordinary course.

3.9 Legal Proceedings.

(a) Except as set forth in Section 3.9(a) of the Universal Disclosure Schedule, neither Universal nor any of its Subsidiaries is a party to any, and there are no pending or, to Universal's knowledge, threatened, legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations of any nature against Universal or any of its Subsidiaries or any of their current or former directors or executive officers in their capacities as such involving a monetary

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claim in excess of twenty-five thousand dollars ($25,000) or seeking injunctive or other equitable relief, or challenging the validity or propriety of any of the transactions contemplated by this Agreement.

(b) There is no injunction, order, judgment, decree or regulatory restriction (other than regulatory restrictions of general application to commercial banks and bank holding companies) imposed upon Universal, any of its Subsidiaries or the assets of Universal or any of its Subsidiaries (or that, upon consummation of the Merger or the Bank Merger, would apply to the Surviving Company or any of its Subsidiaries or affiliates).

3.10 Taxes and Tax Returns.

(a) Each of Universal and its Subsidiaries has duly and timely filed (including all applicable extensions) all Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, and complete in all material respects. As of the date hereof, neither Universal nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any Tax Return. All Taxes of Universal and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of Universal and its Subsidiaries has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, shareholder, independent contractor or other third party. Neither Universal nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any Tax that remains in effect. The federal income Tax Returns of Universal and its Subsidiaries for all years to and including 2013 have been examined by the Internal Revenue Service (the " IRS ") or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither Universal nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any Taxes, and there are no threatened or pending disputes, claims, audits, examinations or other proceedings regarding any Tax of Universal or its Subsidiaries or the assets of Universal or its Subsidiaries. Universal has made available to MutualFirst true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last three (3) years. Neither Universal nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Universal and its Subsidiaries). Neither Universal nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was Universal) or (B) has any liability for the Taxes of any person or entity (other than Universal or any of its Subsidiaries) under U.S. Department of the Treasury (" Treasury ") Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither Universal nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a "plan (or series of related transactions)" within the meaning of Section 355(e) of the Code of which the Merger is also a part, a "distributing corporation" or a "controlled corporation" (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither Universal nor any of its Subsidiaries has participated in a "reportable or listed transaction" within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the applicable period specified in Code §897(c)(1)(A)(ii) has Universal been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. No claim has been made in the last ten (10) years by any Governmental Entity in a jurisdiction where Universal or a Universal Subsidiary does not file Tax Returns that Universal or such Subsidiary is or may be subject to taxation by that jurisdiction. Neither Universal nor any of its Subsidiaries has filed an election under Section 338(g) or 338(h)(10) of the Code for which the statute of limitations for audit or examination has not expired. Neither Universal nor any Universal Subsidiary has agreed, nor is it required, to make any adjustment under Section 481(a) of the Code.

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(b) As used in this Agreement, the term " Tax " or " Taxes " means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, Medicare, severance, unemployment, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon.

(c) As used in this Agreement, the term " Tax Return " means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.

3.11 Employees.

(a) Section 3.11(a) of the Universal Disclosure Schedule lists all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (" ERISA ")), whether or not subject to ERISA, and all stock option, stock purchase, restricted stock, phantom stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, or other benefit plans, programs or arrangements, and all retention, bonus, employment, termination, change in control and severance plans, programs, arrangements or agreements, and other similar contracts or agreements to or with respect to which Universal, any Universal Subsidiary, or any trade or business of Universal or any of its Subsidiaries, whether or not incorporated, all of which together with Universal would be deemed a "single employer" within the meaning of Section 4001(b)(1) of ERISA or subsections (b), (c), (m) or (o) of Section 414 of the Code (each, a " Universal ERISA Affiliate "), is a party or has any current or future obligation or that are maintained, contributed to or sponsored by Universal or any of its Subsidiaries or any Universal ERISA Affiliate for the benefit of any current or former employee, officer, director or independent contractor of Universal or any of its Subsidiaries or any Universal ERISA Affiliate (all such plans, programs, arrangements, contracts or agreements, collectively, the " Universal Benefit Plans ").

(b) Universal has heretofore made available to MutualFirst true and complete copies of each of the Universal Benefit Plans and related material documents, including, but not limited to, (i) all summary plan descriptions, amendments, modifications or material supplements to the most recent versions of any Universal Benefit Plan, (ii) the annual reports (Forms 5500), if any, filed with the IRS for the last two (2) plan years, (iii) the most recently received IRS determination or opinion letters, if any, relating to a Universal Benefit Plan, and (iv) the most recently prepared actuarial report for each Universal Benefit Plan (if applicable) for each of the last two (2) years.

(c) Each Universal Benefit Plan has been established, operated and administered in all material respects in accordance with its terms and the requirements of all applicable laws, including ERISA and the Code. Neither Universal nor any of its Subsidiaries has taken any action to take corrective action or make a filing under any voluntary correction program of the IRS, United States Department of Labor or any other Governmental Entity with respect to any Universal Benefit Plan, and neither Universal nor any of its Subsidiaries has any knowledge of any plan defect that would qualify for correction under any such program.

(d) Section 3.11(d) of the Universal Disclosure Schedule identifies each Universal Benefit Plan that is intended to be qualified under Section 401(a) of the Code (collectively, the " Universal Qualified Plans "). The IRS has issued a favorable determination letter, or an opinion letter for a prototype or volume submitter plan upon which Universal may rely, with respect to each Universal

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Qualified Plan and the related trust, which letter has not been revoked (nor has revocation been threatened), and, to the knowledge of Universal, there are no existing circumstances and no events have occurred that could adversely affect the qualified status of any Universal Qualified Plan or the related trust or increase the costs relating thereto. No trust funding any Universal Benefit Plan is intended to meet the requirements of Section 501(c)(9) of the Code.

(e) Each Universal Benefit Plan that is a "nonqualified deferred compensation plan" (as defined in Section 409A(d)(1) of the Code) and any award thereunder, in each case that is subject to Section 409A of the Code, has (i) since January 1, 2005, been maintained and operated, in all material respects, in good faith compliance with Section 409A of the Code and IRS Notice 2005-1 and (ii) since January 1, 2009, been, in all material respects, in documentary and operational compliance with Section 409A of the Code.

(f) Neither Universal, any of its Subsidiaries or any Universal ERISA Affiliate sponsors, maintains, administers or contributes to, or has, has had or could have any liability with respect to, any Universal Benefit Plan subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code, or any tax-qualified "defined benefit plan" (as defined in Section 3(35) of ERISA). No Universal Benefit Plan is underfunded when comparing the present value of accrued liabilities under such plan to the market value of plan assets.

(g) None of Universal and its Subsidiaries nor any Universal ERISA Affiliate has, ever contributed to or been obligated to contribute to any plan that is a "multiemployer plan" within the meaning of Section 4001(a)(3) of ERISA (a " Multiemployer Plan "), a plan that is a "multiple employer welfare arrangement" as defined in Section 3(40) of ERISA (a " Multiple Employer Welfare Arrangement "), or a plan that has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 4063 of ERISA (a " Multiple Employer Plan "), and none of Universal and its Subsidiaries nor any Universal ERISA Affiliate has incurred any liability to a Multiemployer Plan or Multiple Employer Plan as a result of a complete or partial withdrawal (as those terms are defined in Part I of Subtitle E of Title IV of ERISA) from a Multiemployer Plan, Multiple Employer Welfare Arrangement or Multiple Employer Plan.

(h) Except as set forth in Section 3.11(h) of the Universal Disclosure Schedule, neither Universal nor any of its Subsidiaries sponsors, has sponsored or has any obligation with respect to any employee benefit plan that provides for any post-employment or post-retirement health or medical or life insurance benefits for retired, former or current employees or beneficiaries or dependents thereof, except as required by Section 4980B of the Code.

(i) All contributions required to be made to any Universal Benefit Plan by applicable law or by any plan document or other contractual undertaking, and all premiums due or payable with respect to insurance policies funding any Universal Benefit Plan, have been timely made or paid in full or, to the extent not required to be made or paid, have been fully reflected on the books and records of Universal.

(j) There are no pending or, to the knowledge of Universal, threatened claims (other than claims for benefits in the ordinary course), lawsuits or arbitrations which have been asserted or instituted, and, to Universal's knowledge, no set of circumstances exists which may reasonably give rise to a claim or lawsuit, against any Universal Benefit Plan, any fiduciaries thereof with respect to their duties to a Universal Benefit Plan or the assets of any trust under any Universal Benefit Plans which could reasonably be expected to result in any liability of Universal or any of its Subsidiaries to any Governmental Entity, any Multiemployer Plan, a Multiple Employer Plan, any participant in a Universal Benefit Plan, or any other party.

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(k) None of Universal and its Subsidiaries nor any Universal ERISA Affiliate nor any other person, including any fiduciary, has engaged in any "prohibited transaction" (as defined in Section 4975 of the Code or Section 406 of ERISA), which could subject any of the Universal Benefit Plans or their related trusts, Universal, any of its Subsidiaries, any Universal ERISA Affiliate or any person that Universal or any of its Subsidiaries has an obligation to indemnify, to any Tax or penalty imposed under Section 4975 of the Code or Section 502 of ERISA.

(l) Except as set forth in Section 3.11(l) of the Universal Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or in conjunction with any other event) result in, cause the vesting, exercisability or delivery of, or increase in the amount or value of, any payment, right or other benefit to any employee, officer, director or other service provider of Universal or any of its Subsidiaries, or result in any limitation on the right of Universal or any of its Subsidiaries to amend, merge, terminate or receive a reversion of assets from any Universal Benefit Plan or related trust. Without limiting the generality of the foregoing, no amount paid or payable (whether in cash, in property, or in the form of benefits) by Universal or any of its Subsidiaries in connection with the transactions contemplated hereby (either solely as a result thereof or as a result of such transactions in conjunction with any other event) will be an "excess parachute payment" within the meaning of Section 280G of the Code or will not be deductible under Section 162(m) of the Code. Neither Universal nor any of its Subsidiaries maintains or contributes to a rabbi trust or similar funding vehicle, and the transactions contemplated by this Agreement will not cause or require Universal or any of its Subsidiaries or affiliates to establish or make any contribution to a rabbi trust or similar funding vehicle. No Universal Benefit Plan provides for the gross-up or reimbursement of Taxes under Section 4999 or 409A of the Code, or otherwise. Universal has made available to MutualFirst copies of Section 280G calculations (whether or not final) with respect to any disqualified individual in connection with the transactions contemplated hereby and Universal shall provide updated Section 280G calculations to MutualFirst at least five (5) days prior to the Closing Date.

(m) There are no pending or, to Universal's knowledge, threatened material labor grievances or unfair labor practice claims or charges against Universal or any of its Subsidiaries, or any strikes or other labor disputes against Universal or any of its Subsidiaries. Neither Universal nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of Universal or any of its Subsidiaries and, to the knowledge of Universal, there are no organizing efforts by any union or other group seeking to represent any employees of Universal or any of its Subsidiaries.

(n) Neither Universal nor any of its Subsidiaries have any liabilities to employees or former employees that are not reflected in the Universal Benefit Plans.

(o) No condition exists as a result of which Universal or any of its Subsidiaries would have any liability, whether absolute or contingent, under any Universal benefit Plan with respect to any misclassification of a person performing services for Universal or any of its Subsidiaries as an independent contractor rather than as an employee. All individuals participating in the Universal Benefit Plans are in fact eligible and authorized to participate in such Universal Benefit Plan.

3.12 Compliance with Applicable Law . Universal and each of its Subsidiaries hold, and have at all times since January 1, 2014, held, all licenses, franchises, permits and authorizations necessary for the lawful conduct of their respective businesses and ownership of their respective properties, rights and assets under and pursuant to each (and have paid all fees and assessments due and payable in connection therewith), and to the knowledge of Universal, no suspension or cancellation of any such necessary license, franchise, permit or authorization is threatened. Universal and each of its Subsidiaries have

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complied in all material respects with, and are not in material default or violation under any, applicable law, statute, order, rule, regulation, policy and/or guideline of any Governmental Entity relating to Universal or any of its Subsidiaries, including without limitation all laws related to data protection or privacy, the USA PATRIOT Act, the Bank Secrecy Act, the Equal Credit Opportunity Act and Regulation B, the Fair Housing Act, the Community Reinvestment Act, the Fair Credit Reporting Act, the Truth in Lending Act and Regulation Z, the Home Mortgage Disclosure Act, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, any regulations promulgated by the Consumer Financial Protection Bureau, the Interagency Policy Statement on Retail Sales of Nondeposit Investment Products, the SAFE Mortgage Licensing Act of 2008, the Real Estate Settlement Procedures Act and Regulation X, and any other law relating to bank secrecy, discriminatory lending, financing or leasing practices, money laundering prevention, Sections 23A and 23B of the Federal Reserve Act, and all agency requirements relating to the origination, sale and servicing of mortgage and consumer loans. BloomBank has a Community Reinvestment Act rating of "satisfactory" or better. Without limitation, none of Universal, or its Subsidiaries, or to the knowledge of Universal, any director, officer, employee, agent or other person acting on behalf of Universal or any of its Subsidiaries has, directly or indirectly, (i) used any funds of Universal or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other expenses relating to political activity, (ii) made any unlawful payment to foreign or domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of Universal or any of its Subsidiaries, (iii) violated any provision that would result in the violation of the Foreign Corrupt Practices Act of 1977, as amended, or any similar law, (iv) established or maintained any unlawful fund of monies or other assets of Universal or any of its Subsidiaries, (v) made any fraudulent entry on the books or records of Universal or any of its Subsidiaries, or (vi) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any person, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business or to obtain special concessions for Universal or any of its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for Universal or any of its Subsidiaries, or is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the Treasury.

3.13 Certain Contracts.

(a) Except as set forth in Section 3.13(a) of the Universal Disclosure Schedule, as of the date hereof, neither Universal nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers or employees, (ii) which, upon the execution or delivery of this Agreement, Universal shareholder approval of this Agreement or the consummation of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from MutualFirst, Universal, the Surviving Company, or any of their respective Subsidiaries to any director, officer, employee or independent contractor thereof, (iii) which is a "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (iv) which contains a non-compete or client or customer non-solicit requirement or any other provision that restricts the conduct of any line of business by Universal or any of its Subsidiaries or affiliates or their respective ability to engage, employ, or provide products and services to, any person, or upon consummation of the Merger or the Bank Merger will restrict the ability of the Surviving Company or any of its Subsidiaries or affiliates to do so, (v) in respect of any collective bargaining or similar agreement, with or to a labor union or guild, (vi) (including any Universal Benefit Plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, Universal shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the

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transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Universal or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the FHLB and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Universal or its Subsidiaries, (ix) that involves the payment by Universal or any of its Subsidiaries of more than $25,000 per annum or $50,000 in the aggregate (other than any such contracts which are terminable by Universal or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that pertains to the leasing of real property, (xi) that obligates Universal or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis, (xii) that imposes potential recourse obligations on Universal or any of its Subsidiaries in connection with the sale of loans or loan participations (other than as a result of the breach of customary representations, warranties or covenants), (xiii) for the subservicing of loans, or (xiv) that provides for contractual indemnification to any director, officer, employee or independent contractor. Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a) , whether or not set forth in the Universal Disclosure Schedule, is referred to herein as a " Universal Contract ," and neither Universal nor any of its Subsidiaries knows of, or has received notice of, any material violation of the above by any of the other parties thereto.

(b) To the knowledge of Universal, (i) each Universal Contract is valid and binding on Universal or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Universal and each of its Subsidiaries has performed all material obligations required to be performed by it under each Universal Contract, (iii) each third-party counterparty to each Universal Contract has performed all material obligations required to be performed by it under such Universal Contract, and (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Universal or any of its Subsidiaries under any such Universal Contract.

3.14 Agreements with Regulatory Agencies. Neither Universal nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1, 2014, a recipient of any supervisory letter from, or since January 1, 2014, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts in any material respect the conduct of its business or that in any manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (each, whether or not set forth in the Universal Disclosure Schedule, a " Universal Regulatory Agreement "), nor has Universal or any of its Subsidiaries been advised since January 1, 2014, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, or requesting any such Universal Regulatory Agreement.

3.15 Risk Management Instruments . All interest rate swaps, caps, floors, option agreements, futures and forward contracts and other similar derivative transactions and risk management arrangements, whether entered into for the account of Universal, any of its Subsidiaries or for the account of a customer of Universal or one of its Subsidiaries, were entered into in the ordinary course of business and in accordance with applicable rules, regulations and policies of any Regulatory Agency and with counterparties believed to be financially responsible at the time and as of the date hereof (assuming due authorization, execution and delivery by the applicable counterparty) are legal, valid and binding obligations of Universal or one of its Subsidiaries enforceable in accordance with their terms, subject to the Enforceability Exception, and are in full force and effect. Universal and each of its Subsidiaries have

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duly performed in all material respects all of their material obligations thereunder to the extent that such obligations to perform have accrued, and, to Universal's knowledge, there are no material breaches, violations or defaults or allegations or assertions of such by any party thereunder.

3.16 Environmental Matters. To the knowledge of Universal, it and its Subsidiaries are in compliance, and have complied, with any federal, state or local law, regulation, order, decree, permit, authorization, common law or agency requirement relating to: (i) the protection or restoration of the environment, health and safety as it relates to hazardous substance exposure or natural resource damages, (ii) the handling, use, presence, disposal, release or threatened release of, or exposure to, any hazardous substance, and (iii) noise, odor, wetlands, indoor air, pollution, contamination or any injury to persons or property from exposure to any hazardous substance (collectively, " Environmental Laws "). There are no legal, administrative, arbitral or other proceedings, claims or actions or, to the knowledge of Universal, any private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that could reasonably be expected to result in the imposition, on Universal or any of its Subsidiaries of any liability or obligation arising under any Environmental Law, pending or, to the knowledge of Universal, threatened against Universal or any of its Subsidiaries. To the knowledge of Universal, there is no reasonable basis for any such proceeding, claim, action or governmental investigation. Neither Universal nor any of its Subsidiaries is subject to any agreement, order, judgment, decree, letter agreement or memorandum of agreement by or with any Governmental Entity or third party imposing any liability or obligation with respect to the foregoing. To the knowledge of Universal, there are no underground storage tanks located at any Universal Real Property (as defined in Section 3.18 ).

3.17 Investment Securities, Commodities and BOLI.

(a) Each of Universal and its Subsidiaries has good title to all securities and commodities owned by it (except those sold under repurchase agreements), free and clear of any Lien, except to the extent such securities or commodities are pledged in the ordinary course of business to secure obligations of Universal or its Subsidiaries. Such securities and commodities are valued on the books of Universal in accordance with GAAP.

(b) Universal and its Subsidiaries and their respective businesses employ investment, securities, commodities, risk management and other policies, practices and procedures that Universal believes are prudent and reasonable in the context of such businesses. Prior to the date of this Agreement, Universal has made available to MutualFirst the material terms of such policies, practices and procedures.

(c) Section 3.17(c) of the Universal Disclosure Schedule sets forth a true, correct and complete description of all bank owned life insurance (" BOLI ") owned by Universal or its Subsidiaries, including the value of its BOLI. Universal and its Subsidiaries have taken all actions necessary to comply with applicable law in connection with the purchase and maintenance of BOLI. The value of such BOLI is and has been fairly and accurately reflected in the most recent balance sheet included in the Universal Financial Statements in accordance with GAAP. Except as set forth in Section 3.17(c) of the Universal Disclosure Schedule, all BOLI set forth in Section 3.17(c) of the Universal Disclosure Schedule is owned solely by Universal or its Subsidiaries, no other person has any ownership claims with respect to such BOLI or proceeds of insurance derived therefrom and there is no split dollar or similar benefit plans, programs and agreements under Universal or its Subsidiaries' BOLI. Neither Universal nor its Subsidiaries has any outstanding borrowings secured in whole or part by its BOLI.

3.18 Title . Universal or a Universal Subsidiary (a) has good and marketable title to all the real property reflected in the most recent audited balance sheet included in the Universal Financial Statements as being owned by Universal or a Universal Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the

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" Universal Owned Properties "), free and clear of all Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, " Permitted Encumbrances "), and (b) is the lessee of all leasehold estates reflected in the most recent audited financial statements included in such Universal Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the " Universal Leased Properties " and, collectively with the Universal Owned Properties, the " Universal Real Property "), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Universal's knowledge, the lessor. There are no pending or, to the knowledge of Universal, threatened condemnation proceedings against any Universal Real Property. Universal or a Universal Subsidiary has good and marketable title to the other assets reflected in the most recent audited balance sheet included in the Universal Financial Statements as being owned by Universal or a Universal Subsidiary or acquired after the date thereof (except assets sold or disposed of since the date thereof), free and clear of any Liens other than (x) Permitted Encumbrances, (y) Liens securing FHLB advances and other borrowings (including capital lease obligations, if any) (" Monetary Liens ") reflected on such balance sheet or the notes thereto and (z) Monetary Liens, if any, with respect to assets acquired after the date of such balance sheet.

3.19 Intellectual Property.

(a) Universal and each of its Subsidiaries owns, or is licensed to use (in each case, free and clear of any Liens), all Intellectual Property necessary for the conduct of its business as currently conducted. Except as would not reasonably be expected to have a Material Adverse Effect on Universal: (i) (A) the use of any Intellectual Property by Universal and its Subsidiaries does not infringe, misappropriate or otherwise violate the rights of any person or entity and is in accordance with any applicable license pursuant to which Universal or any Universal Subsidiary acquired the right to use any Intellectual Property and (B) no person or entity has asserted in writing to Universal that Universal or any of its Subsidiaries has infringed, misappropriated or otherwise violated the Intellectual Property rights of such person or entity, (ii) no person or entity is challenging, infringing on or otherwise violating any right of Universal or any of its Subsidiaries with respect to any Intellectual Property owned by and/or licensed to Universal or its Subsidiaries, and (iii) neither Universal nor any Universal Subsidiary has received any written notice of any pending claim with respect to any Intellectual Property owned by Universal or any Universal Subsidiary, and Universal and its Subsidiaries have taken commercially reasonable actions to avoid the abandonment, cancellation or unenforceability of all Intellectual Property owned or licensed, respectively, by Universal and its Subsidiaries. For purposes of this Agreement, " Intellectual Property " means trademarks, service marks, brand names, internet domain names, logos, symbols, certification marks, trade dress and other indications of origin, the goodwill associated with the foregoing and registrations in any jurisdiction of, and applications in any jurisdiction to register, the foregoing, including any extension, modification or renewal of any such registration or application; inventions, discoveries and ideas, whether patentable or not, in any jurisdiction; patents, applications for patents (including divisions, continuations, continuations in part and renewal applications), all improvements thereto, and any renewals, extensions or reissues thereof, in any jurisdiction; nonpublic information, trade secrets and know-how, including processes, technologies, protocols, formulae, prototypes and confidential information and rights in any jurisdiction to limit the use or disclosure thereof by any person; writings and other works, whether copyrightable or not and whether in published or unpublished works, in any jurisdiction; and registrations or applications for registration of copyrights in any jurisdiction, and any renewals or extensions thereof; computer programs, whether in source code or object code form

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(including any and all software implementation algorithms), databases and compilations (including any and all data and collections of data); and any similar intellectual property or proprietary rights.

(b) To the knowledge of Universal, the IT Assets operate and perform as required by Universal and its Subsidiaries in connection with their respective businesses, and have not malfunctioned or failed within the past three (3) years. To the knowledge of Universal, the IT Assets do not contain any "time bombs", "Trojan horses", "back doors", "trap doors", "worms", viruses, bugs, faults or other devices or effects that (i) enable or assist any person to access without authorization the IT Assets or (ii) otherwise adversely affect the functionality of the IT Assets. To the knowledge of Universal, no person has gained unauthorized access to the IT Assets. To the knowledge of Universal, Universal and its Subsidiaries maintain and utilize the IT Assets in accordance with all applicable licenses, agreements and other contracts. Universal and its Subsidiaries have implemented and maintain reasonable backup, security and disaster recovery technology. Universal and its Subsidiaries take reasonable measures, which are to the knowledge of Universal, adequate to comply with all applicable laws and their respective contractual and privacy commitments, to protect the confidentiality of customer financial and other data. For purposes of this Agreement, " IT Assets " means the computers, computer software, firmware, middleware, servers, workstations, routers, hubs, switches, data communication lines, and all other information technology equipment, and all associated documentation of a party and its Subsidiaries.

3.20 Related Party Transactions. Except as set forth in Section 3.20 of the Universal Disclosure Schedule, there are no "covered transactions" between BloomBank or any of its subsidiaries and any "affiliate" (as those terms are defined in Regulation O promulgated by the Federal Reserve Board) and there are no transactions or series of related transactions, agreements, arrangements or understandings, nor are there any currently proposed transactions or series of related transactions between Universal or any of its Subsidiaries, on the one hand, and any current or former director or "executive officer" (as defined in Rule 3b-7 under the Securities and Exchange Act of 1934 (" Exchange Act") of Universal or any of its Subsidiaries or any person who beneficially owns (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) 5% or more of the outstanding Universal Common Stock (or any of such person's immediate family members or affiliates) (other than Subsidiaries of Universal), on the other hand, except those of a type available to employees of Universal or its Subsidiaries generally or those related to compensation solely resulting from an employment relationship.

3.21 State Takeover Laws. Either this Agreement and the transactions contemplated hereby are exempt from, or the Board of Directors of Universal has approved this Agreement and the transactions contemplated hereby as required to render inapplicable to this Agreement and such transactions, the restrictions on "business combinations" set forth in any "moratorium," "control share," "fair price," "takeover" or "interested stockholder" law (any such laws, " Takeover Statutes ") applicable to Universal or any of its Subsidiaries.

3.22 Reorganization. Neither Universal nor any Universal Subsidiary has taken any action and is not aware of any fact or circumstance that would reasonably be expected to prevent the Merger or the Bank Merger from qualifying as a "reorganization" within the meaning of Section 368(a) of the Code.

3.23 Opinion of Financial Advisor. Prior to the execution of this Agreement, the Board of Directors of Universal has received an opinion (which, if initially rendered verbally, has been or will be confirmed by a written opinion, dated the same date) from Boenning & Scattergood, Inc., to the effect that, as of the date thereof and based upon and subject to the factors, assumptions and limitations set forth therein, the Merger Consideration is fair from a financial point of view to the holders of Universal Common Stock. Such opinion has not been amended or rescinded as of the date of this Agreement.

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3.24 Universal Information. The information relating to Universal and its Subsidiaries which is provided by Universal or its representatives for inclusion in the Form S-4, or in any other document filed with any other Governmental Entity in connection herewith, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading and will comply in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder.

3.25 Loan Portfolio.

(a) As of the date hereof, except as set forth in Section 3.25(a) of the Universal Disclosure Schedule, neither Universal nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, " Loans ") in which Universal or any Subsidiary of Universal is a creditor which, as of June 30, 2017, was over ninety (90) days or more delinquent in payment of principal or interest, or (ii) Loans with any director, executive officer or 5% or greater shareholder of Universal or any of its Subsidiaries, or to the knowledge of Universal, any affiliate of any of the foregoing. Set forth in Section 3.25(a) of the Universal Disclosure Schedule is a true, correct and complete list of (A) all of the Loans of Universal and its Subsidiaries that, as of June 30, 2017, were classified by Universal as "Other Loans Specially Mentioned," "Special Mention," "Substandard," "Doubtful," "Loss," or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of such Loans by category of Loan (e.g., commercial, consumer, etc.), (B) each asset of Universal or any of its Subsidiaries that, as of June 30, 2017, was classified as "Other Real Estate Owned" and the book value thereof, and (C) each Loan classified by BloomBank as a Troubled Debt Restructuring as defined by GAAP.

(b) To Universal's knowledge, each Loan of Universal and its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Universal and its Subsidiaries as a secured Loan, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exception; provided, however, that Universal and its Subsidiaries make no representation with respect to the collectability of any such Loan.

(c) Each outstanding Loan originated, administered and/or serviced by Universal or any of its Subsidiaries was originated, administered and/or serviced by Universal or a Universal Subsidiary, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Universal and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules.

(d) With respect to Loans serviced by Universal or any of its Subsidiaries on behalf of others: (i) such Loans have been serviced and administered in accordance with all applicable guidelines, relevant laws and investor requirements and (ii) except as set forth in Section 3.25(d) of the Universal Disclosure Schedule, there have been no repurchases of any such Loans or losses incurred with respect to any such Loans during the past two years.

(e) None of the agreements pursuant to which Universal or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan.

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(f) There are no outstanding Loans made by Universal or any of its Subsidiaries to any "executive officer" or other "insider" (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Universal or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom.

(g) Neither Universal nor any of its Subsidiaries is now nor has it been since January 1, 2014, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity relating to the origination, sale or servicing of mortgage or consumer Loans.

3.26 Insurance. Except as would not be expected to have a Material Adverse Effect on Universal, (a) Universal and its Subsidiaries are insured with reputable insurers against such risks and in such amounts as the management of Universal reasonably has determined to be prudent and consistent with industry practice, and Universal and its Subsidiaries are in compliance with their insurance policies and are not in default under any of the terms thereof, (b) each such policy is outstanding and in full force and effect and, except for policies insuring against potential liabilities of officers, directors and employees of Universal and its Subsidiaries, Universal or the relevant Subsidiary thereof is the sole beneficiary of such policies, and (c) all premiums and other payments due under any such policy have been paid, and all claims thereunder have been filed in due and timely fashion.

3.27 Fiduciary Business. Each of Universal and each Universal Subsidiary has properly administered all accounts for which it acts as fiduciary, including accounts for which it serves as trustee, agent, custodian, personal representative, guardian, conservator or investment adviser, in accordance in all material respects with the terms of the applicable governing documents and applicable laws and regulations.

3.28 Books and Records. The corporate and stock (ownership) record books of Universal and its Subsidiaries are complete and accurate and reflect all meetings, consents, other actions of the board of directors and shareholders (owners) of Universal and its Subsidiaries, and all transactions relating to the capital stock and ownership interests (including profit interests) in such entities.

3.29 Indemnification . To the knowledge of Universal, no action or failure to take action by any present or former director, advisory director, officer, employee or agent of Universal or any of its Subsidiaries has occurred which would give rise to a claim by any such individual for indemnification from Universal or any of its Subsidiaries.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF MUTUALFIRST

Except (i) as disclosed in the disclosure schedule delivered by MutualFirst to Universal concurrently herewith (the " MutualFirst Disclosure Schedule "); provided , that (a) no such item is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect, (b) the mere inclusion of an item in the MutualFirst Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by MutualFirst that such item represents a material exception or fact, event or circumstance or that such item is reasonably likely to result in a Material Adverse Effect on MutualFirst, and (c) any disclosures made with respect to a section of Article IV shall be deemed to qualify (1) any other section of Article IV specifically referenced or cross-referenced and (2) other sections of Article IV to the extent

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it is reasonably apparent on its face (notwithstanding the absence of a specific cross reference) from a reading of the disclosure that such disclosure applies to such other sections or (ii) as disclosed in any MutualFirst Reports (as defined in Section 4.11 ) filed with the SEC by MutualFirst prior to the date hereof (but disregarding risk factor disclosures contained under the heading "Risk Factors," or disclosures of risks set forth in any "forward-looking statements" disclaimer or any other statements that are similarly non-specific or cautionary, predictive or forward-looking in nature), MutualFirst hereby represents and warrants to Universal as follows:

4.1 Corporate Organization.

(a) MutualFirst is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland and is a bank holding company duly registered under the BHC Act. MutualFirst has the corporate power and authority to own or lease all of its properties and assets as presently owned, operated or leased and to carry on its business as it is now being conducted, and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not reasonably be expected to have a Material Adverse Effect on MutualFirst. True and complete copies of the articles of incorporation of MutualFirst (the " MutualFirst Articles ") and the bylaws of MutualFirst (the " MutualFirst Bylaws "), as in effect as of the date of this Agreement, have previously been made available by MutualFirst to Universal.

(b) Each Subsidiary of MutualFirst (a " MutualFirst Subsidiary ") (i) is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) is duly qualified to do business and, where such concept is recognized under applicable law, is in good standing in all jurisdictions (whether federal, state, local or foreign) where its ownership or leasing of property or the conduct of its business requires it to be so qualified and in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect on MutualFirst, and (iii) has all requisite power and authority to own or lease its properties and assets and to carry on its business as now conducted. There are no restrictions on the ability of any Subsidiary of MutualFirst to pay dividends or distributions except for statutory restrictions on dividends or distributions generally applicable to all entities of the same type and, in the case of a Subsidiary that is a regulated entity, for restrictions on dividends or distributions generally applicable to all such regulated entities. The deposit accounts of MutualBank are insured by the FDIC through the Deposit Insurance Fund (as defined in Section 3(y) of the Federal Deposit Insurance Act) to the fullest extent permitted by law, all premiums and assessments required to be paid in connection therewith have been paid when due, and no proceedings for the termination of such insurance are pending or threatened. Section 4.1(b) of the MutualFirst Disclosure Schedule sets forth a true and complete list of all Subsidiaries of MutualFirst as of the date hereof. MutualBank is not in material violation of any of its organizational documents.

4.2 Capitalization.

(a) The authorized capital stock of MutualFirst consists of 20,000,000 shares of MutualFirst Common Stock, $.01 par value, and 5,000,000 shares of preferred stock, $.01 par value per share, of which no shares of preferred stock are issued or outstanding. As of June 30, 2017, there were (i) 7,344,233 shares of MutualFirst Common Stock issued and outstanding, (ii) 284,561 shares of MutualFirst Common Stock reserved for issuance upon the exercise of outstanding stock options to purchase shares of MutualFirst Common Stock granted under the MutualFirst Stock Plans (" MutualFirst Stock Options "), (iii) 58,003 shares of MutualFirst Common Stock reserved for issuance pursuant to future grants under the MutualFirst Stock Plans, and (iv) no other shares of capital stock or other voting securities of MutualFirst issued, reserved for issuance or outstanding. As used herein, the " MutualFirst

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Stock Plans " means all employee and director equity incentive plans of MutualFirst in effect as of the date of this Agreement. All of the issued and outstanding shares of MutualFirst Common Stock have been duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. As of the date of this Agreement, there are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of MutualFirst may vote. Other than MutualFirst Stock Options issued prior to the date of this Agreement, as of the date hereof, there were no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements obligating MutualFirst to issue, transfer, sell, purchase, redeem or otherwise acquire, any shares of MutualFirst Common Stock or any other of its securities. There are no voting trusts, shareholder agreements, proxies or other agreements in effect with respect to the voting or transfer of the MutualFirst Common Stock. Other than the MutualFirst Stock Options outstanding on the date of this Agreement, no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of MutualFirst or any of its Subsidiaries) are outstanding on the date of this Agreement.

(b) MutualFirst owns, directly or indirectly, all of the issued and outstanding shares of capital stock or other equity ownership interests of each of the MutualFirst Subsidiaries, free and clear of any Liens, and all of such shares or equity ownership interests are duly authorized and validly issued and are fully paid, non-assessable (except, with respect to MutualBank, as provided under applicable law) and free of preemptive rights, with no personal liability attaching to the ownership thereof. No MutualFirst Subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, rights, commitments or agreements of any character calling for the purchase or issuance of any shares of capital stock or any other equity security of such Subsidiary or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of such Subsidiary.

4.3 Authority; No Violation.

(a) MutualFirst has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the Board of Directors of MutualFirst and no other corporate action on the part of MutualFirst is necessary to approve this Agreement or to consummate the Merger. This Agreement has been duly and validly executed and delivered by MutualFirst and (assuming due authorization, execution and delivery by Universal) constitutes a valid and binding obligation of MutualFirst, enforceable against MutualFirst in accordance with its terms (except in all cases as such enforceability may be limited by the Enforceability Exception). The MutualFirst Common Stock to be issued in the Merger has been validly authorized and when issued, will be validly issued, fully paid and non-assessable, and no current or past shareholder of MutualFirst will have any preemptive right or similar rights in respect thereof.

(b) Neither the execution and delivery of this Agreement by MutualFirst or the Bank Plan of Merger by MutualBank, nor the consummation of the Merger by MutualFirst or the Bank Merger by MutualBank, nor compliance by MutualFirst or MutualBank with any of the terms of this Agreement or the Bank Plan of Merger, will (i) violate any provision of the MutualFirst Articles or MutualFirst Bylaws or the organization or governing documents of any MutualFirst Subsidiary, or (ii) assuming that the filings, notices, consents and approvals referred to in Section 4.4 are duly obtained and/or made, as applicable, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to MutualFirst, any of its Subsidiaries or any of their respective properties or assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the

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performance required by, or result in the creation of any Lien upon any of the respective properties or assets of MutualFirst or any of its Subsidiaries under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other material instrument or obligation to which MutualFirst or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound.

4.4 Consents and Approvals. Except for the filings, notices, consents and approvals referred to in Section 3.4 hereof, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (i) the execution and delivery by MutualFirst of this Agreement or (ii) the consummation by MutualFirst of the Merger and the consummation by MutualBank of the Bank Merger. As of the date hereof, MutualFirst is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis.

4.5 Reports. To the knowledge of MutualFirst, it and each of its Subsidiaries have timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since January 1, 2014 with any Regulatory Agencies, including, without limitation, any report, registration or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any Regulatory Agency, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by a Regulatory Agency in the ordinary course of business of MutualFirst and its Subsidiaries, no Regulatory Agency has initiated or has pending any proceeding or, to the knowledge of MutualFirst, investigation into the business or operations of MutualFirst or any of its Subsidiaries since January 1, 2014. Except as set forth in Section 4.5 of the MutualFirst Disclosure Schedule, there is no unresolved violation, criticism, or exception by any Regulatory Agency with respect to any report or statement relating to any examinations or inspections of MutualFirst or any of its Subsidiaries.

4.6 Financial Statements and Internal Controls.

(a) The financial statements of MutualFirst and its Subsidiaries included (or incorporated by reference) in the MutualFirst Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, the books and records of MutualFirst and its Subsidiaries, (ii) fairly present in accordance with GAAP the consolidated results of operations, cash flows, changes in shareholders' equity and consolidated financial position of MutualFirst and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount and the absence of notes), (iii) complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of MutualFirst and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements, reflect only actual transactions and there are no material misstatements, omissions, inaccuracies or discrepancies contained or reflected therein. BKD LLP has not resigned (or informed MutualFirst that it intends to resign) or been dismissed as independent public accountants of MutualFirst as a result of or in connection with any disagreements with MutualFirst on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

(b) As of the date of this Agreement, neither MutualFirst nor any of its Subsidiaries has any liability, obligation or loss contingency of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that is required to be reflected or reserved against on a balance sheet prepared in accordance with GAAP, except for those liabilities, obligations or loss

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contingencies that are reflected or reserved against on the consolidated balance sheet of MutualFirst included in its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2017 (including any notes thereto) and for liabilities, obligations or loss contingencies incurred in the ordinary course of business consistent with past practice since June 30, 2017, or in connection with this Agreement and the transactions contemplated hereby.

(c) The records, systems, controls, data and information of MutualFirst and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of MutualFirst or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a Material Adverse Effect on MutualFirst. MutualFirst (x) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to MutualFirst, including its Subsidiaries, is made known to the Chief Executive Officer and the Chief Financial Officer of MutualFirst by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 (the " Sarbanes-Oxley Act "), and (y) has disclosed, based on its most recent evaluation prior to the date hereof, to MutualFirst's outside auditors and the audit committee of MutualFirst's Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect MutualFirst's ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in MutualFirst's internal controls over financial reporting. These disclosures were made in writing by management to MutualFirst's auditors and audit committee and a copy has previously been made available to Universal. There is no reason to believe that MutualFirst's outside auditors and its Chief Executive Officer and Chief Financial Officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Sarbanes-Oxley Act, without qualification, when next due.

(d) Since January 1, 2014, (i) neither MutualFirst nor any of its Subsidiaries, nor, to the knowledge of MutualFirst, any director, officer, employee, auditor, accountant or representative of MutualFirst or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of MutualFirst or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that MutualFirst or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing MutualFirst or any of its Subsidiaries, or other person, whether or not employed by MutualFirst or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty, material violation of banking or other laws, or similar material violation by MutualFirst, or any of its Subsidiaries or any of their officers, directors, employees or agents to the Board of Directors or senior management of MutualFirst or any of its Subsidiaries or any committee thereof.

4.7 Broker's Fees . With the exception of the engagement of Keefe, Bruyette & Woods, neither MutualFirst nor any of its Subsidiaries nor any of their respective officers or directors has employed any broker, finder or financial advisor or incurred any liability for any broker's fees, commissions, finder's fees, or advisory or fairness opinion fees in connection with the Merger or the Bank Merger. MutualFirst has disclosed to Universal as of the date hereof the aggregate fees provided for in connection with the engagement by MutualFirst of Keefe, Bruyette & Woods related to the Merger and the Bank Merger

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4.8 Absence of Certain Changes or Events .

(a) Since December 31, 2016, no event or events have occurred that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on MutualFirst.

(b) Since December 31, 2016 to the date of this Agreement, other than entering into this Agreement or in connection with this Agreement or the transactions contemplated hereby, MutualFirst and its Subsidiaries have carried on their respective businesses in all material respects in the ordinary course.

4.9 Legal Proceedings.

(a) Neither MutualFirst nor any of its Subsidiaries is a party to any, and there are no pending or, to MutualFirst's knowledge, threatened, legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations of any nature against MutualFirst or any of its Subsidiaries or any of their current or former directors or executive officers in their capacities as such that is reasonably likely to have a Material Adverse Effect on MutualFirst, or challenging the validity or propriety of the transactions contemplated by this Agreement.

(b) There is no material injunction, order, judgment, decree or regulatory restriction (other than regulatory restrictions of general application to banks and bank holding companies) imposed upon MutualFirst, any of its Subsidiaries or the assets of MutualFirst or any of its Subsidiaries (or that, upon consummation of the Merger or the Bank Merger would apply to the Surviving Company or any of its Subsidiaries or affiliates).

4.10 Taxes and Tax Returns . Each of MutualFirst and its Subsidiaries has duly and timely filed (including all applicable extensions) all Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, and complete in all material respects. As of the date hereof, neither MutualFirst nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any Tax Return. All Taxes of MutualFirst and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of MutualFirst and its Subsidiaries has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, shareholder, independent contractor or other third party. Neither MutualFirst nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any Tax that remains in effect. The federal income Tax Returns of MutualFirst and its Subsidiaries for all years to and including 2013 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither MutualFirst nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any amount of Taxes, and there are no threatened or pending disputes, claims, audits, examinations or other proceedings regarding any Tax of MutualFirst or its Subsidiaries or the assets of MutualFirst or its Subsidiaries. MutualFirst has made available to Universal true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last three (3) years. Neither MutualFirst nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among MutualFirst and its Subsidiaries). Neither MutualFirst nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a "plan (or series of related transactions)" within the meaning of Section 355(e) of the Code of which the Merger is also a part, a "distributing corporation" or a "controlled corporation" (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the

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Code. Neither MutualFirst nor any of its Subsidiaries has participated in a "reportable or listed transaction" within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the applicable period specified in Code §897(c)(1)(A)(ii) has MutualFirst been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code.

4.11 Employees.

(a) As used in this Agreement, the term " MutualFirst Benefit Plans " means all equity, incentive, deferred compensation, medical or life insurance, retirement, or other benefit plans, programs or arrangements with respect to which MutualFirst, any MutualFirst Subsidiary, or any trade or business of MutualFirst or any of its Subsidiaries, whether or not incorporated, all of which together with MutualFirst would be deemed a "single employer" within the meaning of Section 4001(b)(1) of ERISA or subsections (b), (c), (m) or (o) of Section 414 of the Code (each, a " MutualFirst ERISA Affiliate "), that are currently available to employees joining MutualFirst or any of its Subsidiaries or any MutualFirst ERISA Affiliate.

(b) Each MutualFirst Benefit Plan has been established, operated and administered in all material respects in accordance with its terms and the requirements of all applicable laws, including ERISA and the Code.

(d) All contributions required to be made to any MutualFirst Benefit Plan by applicable law or by any plan document or other contractual undertaking, and all premiums due or payable with respect to insurance policies funding any MutualFirst Benefit Plan, for any period through the date hereof, have been timely made or paid in full or, to the extent not required to be made or paid on or before the date hereof, have been fully reflected on the books and records of MutualFirst.

(e) There are no pending or, to the knowledge of MutualFirst, threatened claims (other than claims for benefits in the ordinary course), lawsuits or arbitrations which have been asserted or instituted, and, to MutualFirst's knowledge, no set of circumstances exists which may reasonably give rise to a claim or lawsuit, against any MutualFirst Benefit Plan, any fiduciaries thereof with respect to their duties to a MutualFirst Benefit Plan or the assets of any trust under any MutualFirst Benefit Plan which could reasonably be expected to result in any material liability of MutualFirst or any of its Subsidiaries to any Governmental Entity, any Multiemployer Plan, a Multiple Employer Plan, any participant in a MutualFirst Benefit Plan, or any other party.

(f) There are no pending or, to MutualFirst's knowledge, threatened material labor grievances or material unfair labor practice claims or charges against MutualFirst or any of its Subsidiaries, or any strikes or other labor disputes against MutualFirst or any of its Subsidiaries. Neither MutualFirst nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of MutualFirst or any of its Subsidiaries and, to the knowledge of MutualFirst, there are no organizing efforts by any union or other group seeking to represent any employees of MutualFirst or any of its Subsidiaries.

4.12 SEC Reports. MutualFirst has previously made available to Universal an accurate and complete copy of each (a) final registration statement, prospectus, report, schedule and definitive proxy statement filed with or furnished to the SEC since January 1, 2016 and prior to the date hereof by MutualFirst pursuant to the Securities Act or the Exchange Act (the " MutualFirst Reports ") and (b) communication mailed by MutualFirst to its shareholders since January 1, 2016 and prior to the date

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hereof, and no such MutualFirst Report, as of the date thereof (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading, except that information filed or furnished as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. All MutualFirst Reports filed under the Securities Act and the Exchange Act complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto. No executive officer of MutualFirst has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Sarbanes-Oxley Act. As of the date of this Agreement, there are no outstanding comments from or unresolved issues raised by the SEC with respect to any of the MutualFirst Reports.

4.13 Compliance with Applicable Law. MutualFirst and each of its Subsidiaries hold, and have at all times since January 1, 2014, held, all licenses, franchises, permits and authorizations necessary for the lawful conduct of their respective businesses and ownership of their respective properties, rights and assets under and pursuant to each (and have paid all fees and assessments due and payable in connection therewith), and to the knowledge of MutualFirst, no suspension or cancellation of any such necessary license, franchise, permit or authorization is threatened. MutualFirst and each of its Subsidiaries have complied in all material respects with, and are not in material default or violation under any, applicable law, statute, order, rule, regulation, policy and/or guideline of any Governmental Entity relating to MutualFirst or any of its Subsidiaries, including without limitation all laws related to data protection or privacy, the USA PATRIOT Act, the Bank Secrecy Act, the Equal Credit Opportunity Act and Regulation B, the Fair Housing Act, the Community Reinvestment Act, the Fair Credit Reporting Act, the Truth in Lending Act and Regulation Z, the Home Mortgage Disclosure Act, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, any regulations promulgated by the Consumer Financial Protection Bureau, the Interagency Policy Statement on Retail Sales of Nondeposit Investment Products, the SAFE Mortgage Licensing Act of 2008, the Real Estate Settlement Procedures Act and Regulation X, and any other law relating to bank secrecy, discriminatory lending, financing or leasing practices, money laundering prevention, Sections 23A and 23B of the Federal Reserve Act, the Sarbanes-Oxley Act, and all agency requirements relating to the origination, sale and servicing of mortgage and consumer loans. MutualBank has a Community Reinvestment Act rating of "satisfactory" or better. Without limitation, none of MutualFirst, or its Subsidiaries, or to the knowledge of MutualFirst, any director, officer, employee, agent or other person acting on behalf of MutualFirst or any of its Subsidiaries has, directly or indirectly, (i) used any funds of MutualFirst or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other expenses relating to political activity, (ii) made any unlawful payment to foreign or domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of MutualFirst or any of its Subsidiaries, (iii) violated any provision that would result in the violation of the Foreign Corrupt Practices Act of 1977, as amended, or any similar law, (iv) established or maintained any unlawful fund of monies or other assets of MutualFirst or any of its Subsidiaries, (v) made any fraudulent entry on the books or records of MutualFirst or any of its Subsidiaries, or (vi) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any person, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business or to obtain special concessions for MutualFirst or any of its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for MutualFirst or any of its Subsidiaries, or is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the Treasury.

4.14 Agreements with Regulatory Agencies. Except as set forth in Section 4.13 of the MutualFirst Disclosure Schedule, neither MutualFirst nor any of its Subsidiaries is subject to any cease-

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and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts in any material respect the conduct of its business or that in any manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (each, whether or not set forth in the MutualFirst Disclosure Schedule, a " MutualFirst Regulatory Agreement "), nor has MutualFirst or any of its Subsidiaries been advised since January 1, 2014, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering or requesting any such MutualFirst Regulatory Agreement.

4.15 Risk Management Instruments. All interest rate swaps, caps, floors, option agreements, futures and forward contracts and other similar derivative transactions and risk management arrangements, whether entered into for the account of MutualFirst, any of its Subsidiaries or for the account of a customer of MutualFirst or one of its Subsidiaries, were entered into in the ordinary course of business and in accordance with applicable rules, regulations and policies of any Regulatory Agency and with counterparties believed to be financially responsible at the time and as of the date hereof (assuming due authorization, execution and delivery by the applicable counterparty) are legal, valid and binding obligations of MutualFirst or one of its Subsidiaries enforceable in accordance with their terms (except as may be limited by the Enforceability Exception), and are in full force and effect. MutualFirst and each of its Subsidiaries have duly performed in all material respects all of their material obligations thereunder to the extent that such obligations to perform have accrued, and, to MutualFirst's knowledge, there are no material breaches, violations or defaults or allegations or assertions of such by any party thereunder.

4.16 Environmental Matters. Except as would not reasonably be expected to have a Material Adverse Effect on MutualFirst, MutualFirst and its Subsidiaries are in compliance, and have complied, with all Environmental Laws. There are no legal, administrative, arbitral or other proceedings, claims or actions or, to the knowledge of MutualFirst, any private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that could reasonably be expected to result in the imposition, on MutualFirst or any of its Subsidiaries of any material liability or obligation arising under any Environmental Law, pending or threatened against MutualFirst or any of its Subsidiaries. To the knowledge of MutualFirst, there is no reasonable basis for any such proceeding, claim, action or governmental investigation. Neither MutualFirst nor any of its Subsidiaries is subject to any agreement, order, judgment, decree, letter agreement or memorandum of agreement by or with any Governmental Entity or third party imposing any liability or obligation with respect to the foregoing.

4.17 Investment Securities and Commodities.

(a) Each of MutualFirst and its Subsidiaries has good title to all securities and commodities owned by it (except those sold under repurchase agreements), free and clear of any Lien, except to the extent such securities or commodities are pledged in the ordinary course of business to secure obligations of MutualFirst or its Subsidiaries. Such securities and commodities are valued on the books of MutualFirst in accordance with GAAP.

(b) MutualFirst and its Subsidiaries and their respective businesses employ investment, securities, commodities, risk management and other policies, practices and procedures that MutualFirst believes are prudent and reasonable in the context of such businesses. Prior to the date of this Agreement, MutualFirst has made available to Universal the material terms of such policies, practices and procedures.

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4.18 Title. MutualFirst or a MutualFirst Subsidiary (a) has good and marketable title to all the real property reflected in the most recent audited balance sheet included in the MutualFirst Reports as being owned by MutualFirst or a MutualFirst Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the " MutualFirst Owned Properties "), free and clear of all Liens, except for Permitted Encumbrances, and (b) is the lessee of all leasehold estates reflected in the most recent audited financial statements included in such MutualFirst Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the " MutualFirst Leased Properties " and, collectively with the MutualFirst Owned Properties, the " MutualFirst Real Property "), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to MutualFirst's knowledge, the lessor. There are no pending or, to the knowledge of MutualFirst, threatened condemnation proceedings against any MutualFirst Real Property. MutualFirst or a MutualFirst Subsidiary has good and marketable title to the other assets reflected in the most recent audited balance sheet included in the MutualFirst Reports as being owned by MutualFirst or a MutualFirst Subsidiary or acquired after the date hereof (except assets sold or disposed of since the date thereof), free and clear of any Liens other than (x) Permitted Encumbrances, (y) Monetary Liens reflected on such balance sheet or the notes thereto and (z) Monetary Liens, if any, with respect to assets acquired after the date of such balance sheet.

4.19 Intellectual Property.

(a) MutualFirst and each of its Subsidiaries owns, or is licensed to use (in each case, free and clear of any Liens), all Intellectual Property necessary for the conduct of its business as currently conducted. Except as would not reasonably be expected to have a Material Adverse Effect on MutualFirst: (i) (A) the use of any Intellectual Property by MutualFirst and its Subsidiaries does not infringe, misappropriate or otherwise violate the rights of any person or entity and is in accordance with any applicable license pursuant to which MutualFirst or any MutualFirst Subsidiary acquired the right to use any Intellectual Property and (B) no person or entity has asserted in writing to MutualFirst that MutualFirst or any of its Subsidiaries has infringed, misappropriated or otherwise violated the Intellectual Property rights of such person or entity, (ii) no person or entity is challenging, infringing on or otherwise violating any right of MutualFirst or any of its Subsidiaries with respect to any Intellectual Property owned by and/or licensed to MutualFirst or its Subsidiaries, and (iii) neither MutualFirst nor any MutualFirst Subsidiary has received any written notice of any pending claim with respect to any Intellectual Property owned by MutualFirst or any MutualFirst Subsidiary, and MutualFirst and its Subsidiaries have taken commercially reasonable actions to avoid the abandonment, cancellation or unenforceability of all Intellectual Property owned or licensed, respectively, by MutualFirst and its Subsidiaries.

(b) To the knowledge of MutualFirst, the IT Assets operate and perform as required by MutualFirst and its Subsidiaries in connection with their respective businesses, and have not malfunctioned or failed within the past three (3) years. To the knowledge of MutualFirst, the IT Assets do not contain any "time bombs", "Trojan horses", "back doors", "trap doors", "worms", viruses, bugs, faults or other devices or effects that (i) enable or assist any person to access without authorization the IT Assets or (ii) otherwise adversely affect the functionality of the IT Assets. To the knowledge of MutualFirst, no person has gained unauthorized access to the IT Assets. To the knowledge of MutualFirst, MutualFirst and its Subsidiaries maintain and utilize the IT Assets in accordance with all applicable licenses, agreements and other contracts. MutualFirst and its Subsidiaries have implemented and maintain reasonable backup, security and disaster recovery technology. MutualFirst and its Subsidiaries take reasonable measures, which are to the knowledge of MutualFirst, adequate to comply with all

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applicable law and their respective contractual and privacy commitments, to protect the confidentiality of customer financial and other data.

4.20 Reorganization. Neither MutualFirst nor any MutualFirst Subsidiary has taken any action and is not aware of any fact or circumstance that would reasonably be expected to prevent the Merger or the Bank Merger from qualifying as a "reorganization" within the meaning of Section 368(a) of the Code.

4.21 MutualFirst Information. The information relating to MutualFirst and its Subsidiaries to be contained in the Form S-4, and the information relating to MutualFirst and its Subsidiaries that is provided by MutualFirst or its representatives for inclusion in any other document filed with any other Governmental Entity in connection herewith, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading, and will comply in all materials respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder The Form S-4 (except for such portions thereof that relate only to Universal or any of its Subsidiaries) will comply as to form in all material respects with the provisions of the Securities Act and the rules and regulations thereunder.

4.22 Loan Portfolio.

(a) As of the date hereof, except as set forth in Section 4.21(a) of the MutualFirst Disclosure Schedule, neither MutualFirst nor any of its Subsidiaries is a party to any Loan in which MutualFirst or any Subsidiary of MutualFirst is a creditor which, as of June 30, 2017, was over ninety (90) days or more delinquent in payment of principal or interest. Set forth in Section 4.21(a) of the MutualFirst Disclosure Schedule is a true, correct and complete list of (A) all of the Loans of MutualFirst and its Subsidiaries that, as of June 30, 2017, were classified by MutualFirst as "Other Loans Specially Mentioned," "Special Mention," "Substandard," "Doubtful," "Loss," or words of similar import, together with the principal amount of each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of such Loans by category of Loan (e.g., commercial, consumer, etc.), (B) each asset of MutualFirst or any of its Subsidiaries that, as of June 30, 2017, was classified as "Other Real Estate Owned" and the book value thereof, and (C) each Loan classified by MutualBank as a Troubled Debt Restructuring as defined by GAAP.

(b) To MutualFirst's knowledge, each Loan of MutualFirst and its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of MutualFirst and its Subsidiaries as a secured Loan, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exception.

(c) Each outstanding Loan originated, administered and/or serviced by MutualFirst or any of its Subsidiaries was originated, administered and/or serviced, by MutualFirst or a MutualFirst Subsidiary, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of MutualFirst and its Subsidiaries and with all applicable federal, state and local laws, regulations and rules.

(d) None of the agreements pursuant to which MutualFirst or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan.

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(e) There are no outstanding Loans made by MutualFirst or any of its Subsidiaries to any "executive officer" or other "insider" (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of MutualFirst or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom.

(f) Neither MutualFirst nor any of its Subsidiaries is now nor has it been since January 1, 2014 subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity relating to the origination, sale or servicing of mortgage or consumer Loans.

4.23 Insurance. Except as would not reasonably be expected to have a Material Adverse Effect on MutualFirst, (a) MutualFirst and its Subsidiaries are insured with reputable insurers against such risks and in such amounts as the management of MutualFirst reasonably has determined to be prudent and consistent with industry practice, and MutualFirst and its Subsidiaries are in compliance with their insurance policies and are not in default under any of the terms thereof, (b) each such policy is outstanding and in full force and effect and, except for policies insuring against potential liabilities of officers, directors and employees of MutualFirst and its Subsidiaries, MutualFirst or the relevant Subsidiary thereof is the sole beneficiary of such policies, and (c) all premiums and other payments due under any such policy have been paid, and all claims thereunder have been filed in due and timely fashion.

4.24 Fiduciary Business. MutualFirst and each of its Subsidiaries has properly administered all accounts for which it acts as fiduciary, including accounts for which it serves as trustee, agent, custodian, personal representative, guardian, conservator or investment adviser, in accordance in all material respects with the terms of the applicable governing documents and applicable laws and regulations.

4.25 Books and Records. The corporate and stock (ownership) record books of MutualFirst and its Subsidiaries are complete and accurate and reflect all meetings, consents, other actions of the board of directors and shareholders (owners) of MutualFirst and its Subsidiaries, and all transactions relating to the capital stock and ownership interests (including profit interests) in such entities.

4.26 Indemnification. To the knowledge of MutualFirst, no action or failure to take action by any present or former director, advisory director, officer, employee or agent of MutualFirst or any of its Subsidiaries has occurred which would give rise to a claim by any such individual for indemnification from MutualFirst or any of its Subsidiaries.

ARTICLE V

COVENANTS RELATING TO CONDUCT OF BUSINESS

5.1 Universal Conduct of Businesses Prior to the Effective Time. Except as expressly contemplated or permitted by this Agreement or as required by applicable law or a Governmental Entity, or with the prior written consent of MutualFirst, during the period from the date of this Agreement to the Effective Time, Universal shall, and shall cause each of its Subsidiaries to, (a) conduct its business in the ordinary course consistent with past practice, (b) use commercially reasonable best efforts to maintain and preserve intact its business organization and advantageous business relationships, and (c) take no action that is intended to or would reasonably be expected to adversely affect or materially delay the ability of Universal or MutualFirst or any of their respective Subsidiaries to obtain any Requisite Regulatory Approvals (as defined in Section 7.1(e) ) or to consummate the transactions contemplated hereby.

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5.2 Universal Forbearances . During the period from the date of this Agreement to the Effective Time, except as expressly contemplated or permitted by this Agreement, or as required by applicable law or a Governmental Entity, Universal shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of MutualFirst (which shall not be unreasonably withheld or delayed with respect to subsections (d), (g), (i), (l), (m), (n), (p) or (r)):

(a) Capital Stock . Issue, sell or otherwise permit to become outstanding, or authorize the creation of, any additional shares of its capital stock, other ownership interests or any warrants, options, other equity-based awards, convertible securities or other similar arrangements; or commitment to acquire any shares of the capital stock or other ownership interest.

(b) Other Securities . Issue any other capital securities, including trust preferred or other similar securities, indebtedness with voting rights, or other securities, debentures or subordinated notes.

(c) Dividends, Etc. (i) Make, declare, pay or set aside for payment any dividend or distribution on its capital stock or other ownership interests (other than dividends from wholly owned Subsidiaries to Universal or to another wholly owned Subsidiary of Universal; or (ii) directly or indirectly adjust, split, combine, redeem, reclassify, purchase or otherwise acquire, any shares of its capital stock, other ownership interests, or rights with respect to the foregoing:

(d) Compensation; Employment, Etc. (i) Enter into, modify, amend, renew or terminate any employment, consulting, severance, change in control, or similar agreement or arrangement with any director, officer, employee or service provider of Universal or any of its Subsidiaries, or grant any salary or wage increase or increase any employee benefit (including incentive or bonus payments) other than (A) at will agreements, (B) normal individual increases in salary to rank and file employees, (C) retention bonuses to employees as described and set forth in Section 5.2(d) of the Universal Disclosure Schedule, and (D) severance in accordance with past practices; (ii) hire any new officers; (iii) promote any employee to a rank of vice president or a more senior position; or (iv) pay aggregate expenses of more than twenty thousand dollars ($20,000) in the aggregate for employees and directors to attend conventions, training programs, or similar meetings after the date hereof.

(e) Benefit Plans. Except as required by law, enter into, establish, adopt, modify, amend, renew, or terminate any Universal Benefit Plan, or take any action to accelerate the vesting of benefits payable thereunder.

(f) Dispositions. Sell, transfer, mortgage, lease or encumber any of its assets or properties except in the ordinary course of business consistent with past practice, and in the case of a sale or transfer, at fair value; or sell or transfer any portion of its deposit liabilities.

(g) Leases or Licenses. Enter into, modify, amend or renew any data processing contract, service provider agreement, or any lease, license or maintenance agreement relating to real or personal property, Intellectual Property or IT Assets other than the annual renewal of an agreement that is necessary to operate its business in the ordinary course consistent with past practice; or permit to lapse its rights in any material Intellectual Property or IT Assets.

(h) Acquisitions. Acquire (other than by way of foreclosures or acquisitions of control in a bona fide fiduciary capacity or in satisfaction of debts contracted prior to the date hereof in good faith, in each case in the ordinary course of business consistent with past practice) all or any portion of, the assets, business, deposits or properties of any person or entity.

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(i) Loans, Loan Participations and Servicing Rights. Sell or acquire any Loans (excluding originations) or Loan participations, except in the ordinary course of business consistent with past practice including the sale of the guaranteed portion of SBA 7A loans (but in the case of a sale, after giving MutualFirst or MutualBank a first right of refusal to acquire such Loan or participation); or sell or acquire any servicing rights.

(j) Governing Documents. Amend its organizational documents (or similar governing documents).

(k) Accounting Methods. Implement or adopt any material change in its accounting principles, practices or methods, other than as may be required by GAAP or any Governmental Entity.

(l) Contracts. Enter into or terminate any Universal Contract or amend or modify in any material respect or renew any existing Universal Contract.

(m) Claims. Except in the ordinary course of business consistent with past practice and involving an amount not in excess of twenty-five thousand dollars ($25,000) (exclusive of any amounts paid directly or reimbursed to Universal or any of its Subsidiaries under any insurance policy maintained by Universal or any of its Subsidiaries), settle any claim, action or proceeding against it. Notwithstanding the foregoing, no settlement shall be made if it involves a precedent for other similar claims, which in the aggregate, could reasonably be determined to be material to Universal and its Subsidiaries, taken as a whole.

(n) Foreclose . Foreclose upon or otherwise take title to or possession or control of any real property without first obtaining a phase one environmental report thereon; provided , however, that neither Universal nor any of its Subsidiaries shall be required to obtain such a report with respect to one- to four-family, non-agricultural residential property of five acres or less to be foreclosed upon unless it has reason to believe that such property contains Hazardous Substances or might be in violation of or require remediation under Environmental Laws.

(o) Deposit Taking and Other Bank Activities . In the case of BloomBank (i) voluntarily make any material changes in or to its deposit mix; (ii) increase or decrease the rate of interest paid on time deposits or on certificates of deposit, except in a manner and pursuant to policies consistent with past practice and competitive factors in the marketplace; (iii) incur any liability or obligation relating to retail banking and branch merchandising, marketing and advertising activities and initiatives except in the ordinary course of business consistent with past practice; (iv) open any new branch or deposit taking facility; or (v) close or relocate any existing branch or other facility.

(p) Investments . Enter into any securities transactions for its own account or purchase or otherwise acquire any investment security for its own account except purchases and sales of securities consistent with past practices to maintain investment portfolios of Universal and the Universal Subsidiaries that have risk and asset mix characteristics similar to those as of the date hereof; enter into or acquire any derivatives contract or structured note; or enter into any new, or modify, amend or extend the terms of any existing contracts relating to the purchase or sale of financial or other futures, or any put or call option relating to cash, securities or commodities or any interest rate swap agreements or other agreements relating to the hedging of interest rate risk.

(q) Capital Expenditures . Purchase or lease any fixed assets where the amount paid or committed thereof is in excess of twenty-five thousand dollars ($25,000) individually or fifty thousand dollars ($50,000) in the aggregate, except for emergency repairs or replacements.

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(r) Lending . (i) Make any material changes in its policies concerning Loan underwriting or which classes of persons may approve Loans or approve exceptions to Loan policies in effect during calendar year 2016; or (ii) make, renew, modify or extend any Loans or extensions of credit except in the ordinary course of business consistent with past practice and BloomBank's existing lending policies as of the date of this Agreement, provided that (a) any unsecured Loan or extension of credit in excess of two hundred thousand dollars ($200,000), (b) any secured Loan or extension of credit in excess of five hundred thousand dollars ($500,000) and (c) any Loan or extension of credit that would result in BloomBank's aggregate direct or indirect exposure to the borrowing relationship exceeding one million dollars ($1,000,000) shall require the prior consent of the Chief Credit Officer of MutualBank or his or her designee, which approval or rejection shall be given in writing within two (2) business days after the Loan package is delivered to such individual.

(s) Joint Ventures and Real Estate Development Operations. Engage in any new joint venture, partnership or similar activity; make any new or additional investment in any existing joint venture or partnership; or engage in any new real estate development or construction activity.

(t) Adverse Actions . Take any action that is intended or is reasonably likely to result in (i) the Merger or the Bank Merger failing to qualify as a "reorganization" under Section 368(a) of the Code; (ii) any of Universal's representations and warranties set forth in this Agreement being or becoming untrue in any material respect (disregarding any materiality qualifications contained therein); (iii) any of the conditions set forth in Article VII not being satisfied; or (iv) a violation of any provision of this Agreement.

(u) Risk Management . Except as required by applicable law or regulation, (i) implement or adopt any material change in its interest rate and other risk management policies, procedures or practices; (ii) fail to follow its existing policies or practices with respect to managing its exposure to interest rate and other risk; or (iii) fail to use commercially reasonable means to avoid any material increase in its aggregate exposure to interest rate risk.

(v) Indebtedness and Guaranties . Incur any indebtedness for borrowed money other than in the ordinary course of business consistent with past practice with a term not in excess of one year; or incur, assume or become subject to, whether directly or by way of any guarantee or otherwise, any obligations or liabilities (absolute, accrued, contingent or otherwise) of any other person or entity, other than the issuance of letters of credit in the ordinary course of business and in accordance with the restrictions set forth in Section 5.2(r) .

(w) Liens . Subject any of its assets or properties to any Lien (other than in connection with securing advances, repurchase agreements and other borrowings from the FHLB and transactions in "federal funds").

(x) Charitable Contributions. Make any charitable or similar contributions, except in amounts not to exceed five thousand dollars ($5,000) individually, and twenty thousand dollars ($20,000) in the aggregate.

(y) New Lines of Business. Develop, market or implement any new line of business.

(z) Tax Matters . Make, change or revoke any tax election, file any amended Tax Return, enter into any Tax closing agreement, or settle or agree to compromise any liability with respect to disputed Taxes.

(aa) Performance of Obligations . Take any action that is likely to materially impair Universal's ability to perform any of its obligations under this Agreement or BloomBank to perform any of its obligations under the Bank Plan of Merger.

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(bb) Commitments . Agree or commit to do any of the foregoing.

5.3 MutualFirst Conduct of Business Prior to the Effective Time. Except as expressly contemplated or permitted by this Agreement or as required by applicable law or a Governmental Entity, or with the prior written consent of Universal, during the period from the date of this Agreement to the Effective Time, MutualFirst shall, and shall cause each of its Subsidiaries to, (a) use commercially reasonable best efforts to maintain and preserve intact its business organization and advantageous business relationships, and (b) take no action that is intended to or would reasonably be expected to adversely affect or materially delay the ability of Universal or MutualFirst or any of their respective Subsidiaries to obtain any Requisite Regulatory Approvals or to consummate the transactions contemplated hereby.

5.4 MutualFirst Forbearances. Except as expressly permitted or contemplated by this Agreement, or as required by applicable law or a Governmental Entity, or with the prior written consent of Universal during the period from the date of this Agreement to the Effective Time, MutualFirst shall not, and shall not permit any of its Subsidiaries to:

(a) Governing Documents . Amend the MutualFirst Articles or MutualFirst Bylaws in a manner that would materially and adversely affect the economic benefits of the Merger to the holders of Universal Common Stock (upon their receipt of MutualFirst Common Stock in the Merger).

(b) Adverse Actions . Take any action that is intended or is reasonably likely to result in (i) the Merger or the Bank Merger failing to qualify as a "reorganization" under Section 368(a) of the Code; (ii) any of MutualFirst's representations and warranties set forth in this Agreement being or becoming untrue in any material respect (disregarding any materiality qualifications contained herein); (iii) any of the conditions set forth in Article VII not being satisfied; or (iv) a violation of any provision of this Agreement.

(c) Performance Obligations . Take any action that is likely to materially impair MutualFirst's ability to perform any of its obligations under this Agreement or MutualBank to perform any of its obligations under the Bank Plan of Merger.

(d) Commitments . Agree or commit to do any of the foregoing.

ARTICLE VI

ADDITIONAL AGREEMENTS

6.1 Regulatory Matters.

(a) As promptly as practicable following the date of this Agreement, MutualFirst shall promptly prepare and file with the SEC the Form S-4, in which the Proxy Statement, which will be prepared jointly by Universal and MutualFirst, will be included. Each of MutualFirst and Universal shall use its commercially reasonable best efforts to respond as promptly as practicable to any written or oral comments from the SEC or its staff with respect to the Form S-4 or any related matters. Each of Universal and MutualFirst shall use its commercially reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. Upon the Form S-4 being declared effective, Universal shall thereafter mail or deliver the

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Proxy Statement to its shareholders. MutualFirst shall also use its commercially reasonable best efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement, and Universal shall furnish all information concerning Universal and the holders of Universal Common Stock as may be reasonably requested in connection with any such action. If at any time prior to the Effective Time any event occurs or information relating to Universal or MutualFirst, or any of their respective affiliates, directors or officers, should be discovered by Universal or MutualFirst that should be set forth in an amendment or supplement to either the Form S-4 or the Proxy Statement, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable law, disseminated to Universal's shareholders.

(b) In addition to their obligations pursuant to Section 6.1(a) , Universal and MutualFirst shall make all necessary filings with respect to the Merger and the other transactions contemplated by this Agreement under the Securities Act, the Exchange Act and applicable foreign or state securities or "Blue Sky" laws and regulations promulgated thereunder and provide each other with copies of any such filings. MutualFirst and Universal shall advise the other party, promptly after receipt of notice thereof, of (and provide copies of any notices or communications with respect to) the time of the effectiveness of the Form S-4, the filing of any supplement or amendment thereto, the issuance of any stop order relating thereto, the suspension of the qualification of MutualFirst Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or of any request by the SEC or its staff for amendment to the Proxy Statement or the Form S-4, comments thereon from the SEC's staff and each party's responses thereto or request of the SEC or its staff for additional information. No amendment or supplement to the Proxy Statement or the Form S-4 shall be filed without the approval of each of Universal and MutualFirst, which approval shall not be unreasonably withheld, delayed or conditioned.

(c) Subject to the terms and conditions set forth in this Agreement, MutualFirst and Universal shall, and shall cause their respective Subsidiaries to, use commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including (i) the satisfaction of the conditions precedent to the obligations of Universal (in the case of MutualFirst) or MutualFirst (in the case of Universal) to the Merger, (ii) the obtaining of all necessary consents or waivers from third parties, (iii) the obtaining of all necessary actions or no-actions, expirations or terminations of waiting periods under antitrust laws, waivers, consents, authorizations, permits, orders and approvals from, or any exemption by, any Governmental Entities and the taking of all commercially reasonable steps as may be necessary to obtain expirations or terminations of waiting periods under antitrust laws, an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, and (iv) the execution and delivery of any additional instruments necessary to consummate the Merger, the Bank Merger and to fully carry out the purposes of this Agreement. The Parties shall cooperate with each other and use their respective commercially reasonable best efforts to promptly prepare and file, and cause their respective Subsidiaries to prepare and file, all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties, Regulatory Agencies and other Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties, Regulatory Agencies or other Governmental Entities. In furtherance (but not in limitation) of the foregoing, MutualFirst shall, and shall cause MutualBank to, use commercially reasonable best efforts to file any required applications, notices

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or other filings with the Federal Reserve Board, the DFI, and FDIC within forty-five (45) days after the date hereof. Universal and MutualFirst shall have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the confidentiality of information, all the information relating to Universal or MutualFirst, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party, Regulatory Agency or other Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Parties shall act reasonably and as promptly as practicable. The Parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties, Regulatory Agencies and other Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement.

(d) Each of MutualFirst and Universal shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of MutualFirst, Universal or any of their respective Subsidiaries to any Regulatory Agency or other Governmental Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement.

(e) Each of MutualFirst and Universal shall promptly advise the other upon receiving any communication from any Regulatory Agency or other Governmental Entity the consent or approval of which is required for consummation of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed, or that any such approval may contain an Unduly Burdensome Condition (as defined in Section 7.1(e) ).

6.2 Access to Information; Current Information.

(a) Upon reasonable notice and subject to applicable laws, each of MutualFirst and Universal, for the purposes of verifying the representations and warranties of the other and preparing for the Merger and the other matters contemplated by this Agreement, shall, and shall cause each of their respective Subsidiaries to, afford to the officers, employees, accountants, counsel, advisors and other representatives of the other party, access, during normal business hours during the period prior to the Effective Time, to all its properties, books, contracts, commitments, personnel, IT Assets, and records, and each shall cooperate with the other party in preparing to execute after the Effective Time conversion or consolidation of systems and business operations generally, and, during such period, each of MutualFirst and Universal shall, and shall cause its respective Subsidiaries to, make available to the other party, all other information concerning its business, properties and personnel as such party may reasonably request. Universal shall also provide the officers of MutualFirst and/or MutualBank with access to the lending personnel of BloomBank relating to post Merger duties, responsibilities and potential contractual arrangements to be effective on or after the Effective Time. Neither MutualFirst nor Universal nor any of their respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of MutualFirst's or Universal's, as the case may be, customers, jeopardize the attorney-client privilege of the party in possession or control of such information or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The Parties will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.

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(b) Universal shall permit, and shall cause its Subsidiaries to permit, MutualFirst and/or an environmental consulting firm selected by MutualFirst, at the sole expense of MutualFirst, to conduct such phase I and/or phase II environmental audits, studies and tests on real property currently or formerly owned, leased or operated by Universal or any of its Subsidiaries. In the event any subsurface or phase II site assessments are conducted (which assessments shall be at MutualFirst's sole expense), MutualFirst shall indemnify Universal and its Subsidiaries for all costs and expenses associated with returning the property to its previous condition.

(c) Subject to applicable law and regulations, during the period from the date hereof to the Effective Time, Universal shall, upon the request of MutualFirst, cause one or more of its designated officers to confer on a monthly basis (or more frequently if the Parties reasonably agree that it is necessary) with officers of MutualFirst regarding the financial condition, operations and business of Universal and its Subsidiaries and matters relating to the completion of the transactions contemplated by this Agreement. BloomBank shall also provide the Chief Credit Officer of MutualBank or his or her designee with all materials provided to members of BloomBank's loan (or similar) committee promptly following the meeting of such committee. As soon as reasonably available, but in no event more than five (5) business days after filing, Universal will deliver to MutualFirst all reports filed by it or any of its Subsidiaries with any Regulatory Agency or other Governmental Entity subsequent to the date hereof including all BloomBank Call Reports and regulatory information filed with the Federal Reserve Board, the FDIC and the DFI. Universal will also deliver to MutualFirst as soon as practicable all quarterly and annual financial statements of Universal and its Subsidiaries prepared with respect to periods ending on or after June 30, 2017. As soon as practicable after the end of each month, Universal will deliver to MutualFirst in electronic form (i) the monthly deposit and loan trial balances of BloomBank, (ii) the monthly analysis of BloomBank's investment portfolio, (iii) monthly balance sheet and income statement of Universal and its Subsidiaries, and (iv) to the extent available, an update of all of the information set forth in Section 3.25(a) of the Universal Disclosure Schedule for the then current period.

(d) During the period from the date hereof to the Effective Time, Universal shall provide MutualFirst with board or committee packages and minutes of meetings of the boards of directors or committees thereof of Universal and BloomBank promptly following any board or committee meeting; provided however, that the board and committee packages and minutes provided to MutualFirst may exclude (i) any materials relating to the transactions contemplated by this Agreement or an Acquisition Proposal (as defined in Section 6.8(e) ), (ii) any materials if the disclosure of such materials to MutualFirst would or could reasonably be expected to result in a violation of applicable law, regulation or orders, decrees or determinations of a Governmental Entity, or (iii) any materials that are otherwise reasonably deemed by the Universal Board of Directors to be confidential.

(e) All information and materials provided pursuant to this Agreement shall be subject to the provisions of the Confidentiality Agreement entered into between the Parties as of May 26, 2017 (the " Confidentiality Agreement ").

(f) No investigation by a party hereto or its representatives shall affect the representations and warranties of the other party set forth in this Agreement.

6.3 Shareholder Meeting. Universal shall, and shall cause its Board of Directors to, (i) take all action in accordance with the securities laws, the laws of the State of Indiana, the Universal Articles and the Universal Bylaws necessary to (A) call and give notice of a special meeting of its shareholders (the " Universal Shareholder Meeting ") for the purpose of seeking the Universal Shareholder Approval within ten (10) business days following the date the Form S-4 is declared effective under the Securities Act and (B) schedule the Universal Shareholder Meeting to take place on a date that is within forty (40) days after the notice date; (ii) subject to Section 6.8 , use its commercially reasonable best efforts to (x)

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cause the Universal Shareholder Meeting to be convened and held on the scheduled date and (y) obtain the Universal Shareholder Approval; and (iii) subject to Section 6.8 , include in the Proxy Statement the recommendation that the Universal shareholders approve this Agreement and the Merger (the " Universal Board Recommendation "). Notwithstanding anything to the contrary contained in this Agreement, Universal shall not be required to hold the Universal Shareholder Meeting if this Agreement is terminated pursuant to Section 8.1 prior to the scheduled time of the Universal Shareholder Meeting.

6.4 Reservation of Common Stock; Nasdaq Listing.

(a) MutualFirst agrees at all times from the date of this Agreement until the Merger Consideration has been paid in full to reserve a sufficient number of shares of MutualFirst Common Stock to fulfill its obligations under this Agreement.

(b) MutualFirst shall use its commercially reasonable best efforts to cause the shares of MutualFirst Common Stock to be issued to the holders of Universal Common Stock in the Merger to be authorized for listing on the Nasdaq, subject to official notice of issuance, prior to the Effective Time.

6.5 Employee Matters.

(a) Following the Effective Time, MutualFirst shall maintain or cause to be maintained employee benefit plans and compensation opportunities for the benefit of employees of Universal and its Subsidiaries on the Closing Date (" Covered Employees ") that provide employee benefits and compensation programs which are substantially comparable to the employee benefits and compensation programs that are made available to similarly situated employees of MutualFirst or its Subsidiaries (other than Universal and its Subsidiaries), as applicable; provided that (i) in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of MutualFirst or its Subsidiaries; and (ii) until such time as MutualFirst shall cause Covered Employees to participate in the benefit plans and compensation opportunities that are made available to similarly situated employees of MutualFirst or its Subsidiaries (other than Universal and its Subsidiaries), a Covered Employee's continued participation in employee benefit plans and compensation programs of Universal and its Subsidiaries that are continued by MutualFirst or a MutualFirst Subsidiary shall be deemed to satisfy the foregoing provisions of this sentence (it being understood that participation in the MutualFirst Benefit Plans may commence at different times with respect to each MutualFirst Benefit Plan).

(b) To the extent that a Covered Employee becomes eligible to participate in a MutualFirst Benefit Plan, MutualFirst shall cause such MutualFirst Benefit Plan to (i) recognize years of prior service from the date of most recent hire of such Covered Employee with Universal, its Subsidiaries or their predecessors for purposes of eligibility, participation, and vesting but not for the purposes of benefit accruals, but only to the extent that such service was recognized immediately prior to the Effective Time under a comparable Universal Benefit Plan in which such Covered Employee was eligible to participate immediately prior to the Effective Time; provided that such recognition of service shall not operate to duplicate any benefits of a Covered Employee with respect to the same period of service; (ii) with respect to any MutualFirst Benefit Plan that is a health, dental, vision plan or other similar plan in which any Covered Employee is eligible to participate for the plan year in which such Covered Employee is first eligible to participate, MutualFirst or its applicable Subsidiary shall use its commercially reasonable best efforts to (A) cause any pre-existing condition limitations or eligibility waiting periods under such MutualFirst or Subsidiary plan to be waived with respect to such Covered Employee to the extent such condition was or would have been covered under the Universal Benefit Plan in which such Covered Employee participated immediately prior to the Effective Time, and (B) recognize any health, dental, vision or other similar expenses incurred by such Covered Employee in the year that includes the Closing Date (or, if later, the year in which such Covered Employee is first eligible to participate) for purposes of

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any applicable deductible and annual out-of-pocket expense requirements under any such health, dental, vision or other welfare plan; and (iii) for purposes of vacation or paid time off (" PTO ") benefits, service accrued with Universal from the most recent hire date with Universal, its Subsidiaries or their predecessors shall be credited for determining a Covered Employee's eligibility and length of vacation or PTO under the MutualFirst vacation or PTO plan, and any vacation or PTO taken prior to the Closing Date (or such later date when PTO plans or programs are integrated) shall be subtracted under the MutualFirst plan from the Covered Employee's vacation or PTO entitlement for the calendar year in which the Closing Date occurs.

(c) Prior to the Effective Time, Universal shall take, and shall cause its Subsidiaries to take, all actions reasonably requested by MutualFirst that may be necessary or appropriate to (i) cause the continuation on and after the Effective Time of any contract, arrangement or insurance policy relating to any Universal Benefit Plan for such period as may be requested by MutualFirst, (ii) facilitate the merger of any Universal Benefit Plan into any employee benefit plan maintained by MutualFirst or a MutualFirst Subsidiary, and/or (iii) amend or terminate one or more Universal Benefit Plans (to the extent permitted by the terms thereof and Section 409A of the Code) immediately prior to the Effective Time. All resolutions, notices, or other documents issued, adopted or executed in connection with the implementation of this Section 6.5(c) shall be subject to MutualFirst's prior review and approval, which shall not be unreasonably withheld.

(d) MutualFirst agrees that, during the period commencing at the Effective Time and ending on the first anniversary thereof, any full time Covered Employee who is terminated without cause during such one-year period and who is not otherwise subject to an employment agreement, change in control agreement, or severance agreement will be provided with severance benefits as described in Section 6.5(d) of the MutualFirst Disclosure Schedule.

(e) Each employee of Universal or its Subsidiaries who is a party to a stay bonus agreement or similar agreement and who is listed on Exhibit B has, as of the date of this Agreement, entered into a new Officer's Agreement with MutualFirst or a MutualFirst Subsidiary which shall become effective at the Effective Time. All employment, change in control, severance agreements, stay bonus and similar agreements listed in Section 3.11(a) of the Universal Disclosure Schedule shall be terminated by Universal or a Universal Subsidiary, as applicable, and all benefits due thereunder shall be paid immediately prior to the Effective Time by Universal or a Universal Subsidiary, consistent with the requirements of Section 409A of the Code, and the benefits vested under the other Universal Benefit Plans, with respect to employees, officers, directors and consultants of Universal or any of its Subsidiaries or affiliates who are not retained immediately following the Effective Time shall be honored by the Surviving Company or a MutualFirst Subsidiary unless such Universal Benefit Plan is terminated prior to the Effective Time.

(f) Nothing in this Agreement shall confer upon any employee, officer, director or consultant of MutualFirst or Universal or any of their Subsidiaries or affiliates any right to continue in the employ or service of the Surviving Company, Universal, MutualFirst or any Subsidiary or affiliate thereof, or shall interfere with or restrict in any way the rights of the Surviving Company, Universal, MutualFirst or any Subsidiary or affiliate thereof to discharge or terminate the services of any employee, officer, director or consultant of MutualFirst or Universal or any of their Subsidiaries or affiliates at any time for any reason whatsoever, with or without cause, subject to appropriate payments being made pursuant to any existing contractual rights of the parties. Nothing in this Agreement shall be deemed to alter or limit the ability of the Surviving Company or any of its Subsidiaries or affiliates to amend, modify or terminate any particular Universal Benefit Plan, MutualFirst Benefit Plan, or any other benefit or employment plan, program, agreement or arrangement after the Effective Time. Without limiting the generality of the final sentence of Section 9.9 , nothing in this Section 6.5 , express or implied, is intended to or shall confer upon

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any third party, including without limitation any current or former employee, officer, director or consultant of MutualFirst or Universal or any of their Subsidiaries or affiliates, any right, benefit or remedy of any nature whatsoever under or by reason of this Section 6.5 .

(g) In the event that any disqualified individual of Universal or its Subsidiaries receives any payments, benefits or acceleration of vesting (the " Total Payments ") in connection with the Merger that would constitute an "excess parachute payment" within the meaning of Section 280G of the Code that is subject to the Tax imposed by Section 4999 of the Code, then Universal will take all steps necessary to ensure that the Total Payments will be reduced such that the value of the Total Payments that each counterparty is entitled to receive shall be $1.00 less than the maximum amount which the counterparty may receive without becoming subject to the excise tax or resulting in a disallowance of a deduction of the payment of such amount under Section 280G of the Code.

6.6 Officers' and Directors' Insurance; Indemnification.

(a) For three (3) years from and after the Effective Time, MutualFirst shall maintain officers' and directors' liability insurance covering the persons who are covered by Universal's current officers' and directors' liability insurance policy with respect to actions, omissions, events, matters or circumstances occurring prior to the Effective Time, on terms which are at least substantially equivalent to the terms of said current policy, provided that it shall not be required to expend during the coverage period more than an amount equal to 150% of the annual premium most recently paid by Universal (the " Insurance Amount ") to maintain or procure insurance coverage pursuant hereto, and further provided that if MutualFirst is unable to maintain or obtain the insurance called for by this Section 6.6(a) , MutualFirst shall use commercially reasonable best efforts to obtain as much comparable insurance as is available for the Insurance Amount. The officers and directors of Universal or its Subsidiaries may be required to make application and provide customary representations and warranties to MutualFirst's insurance carrier for the purpose of obtaining such insurance.

(b) For six (6) years from and after the Effective Time, MutualFirst shall indemnify and hold harmless each person who is now, or who has been at any time before the date of this Agreement, or who becomes before the Effective Time, a director or officer of Universal or any of its Subsidiaries (each, an " Universal Indemnified Party ") against all losses, claims, damages, costs, expenses (including reasonable attorneys' fees), liabilities or judgments or amounts that are paid in settlement (which settlement shall require the prior written consent of MutualFirst, which consent shall not be unreasonably withheld) of or in connection with any claim, action, suit, proceeding, investigation or other legal proceeding, whether civil, criminal, administrative or investigative or investigation (each, a " Claim "), in which a Universal Indemnified Party is, or is threatened to be made, a party or witness or arising out of the fact that such person is or was a director or officer of Universal or any of its Subsidiaries if such Claim pertains to any matter of fact arising, existing or occurring at or before the Effective Time (including the Merger and the other transactions contemplated hereby), regardless of whether such Claim is asserted or claimed before, or after, the Effective Time, to the fullest extent permitted under the organizational documents of Universal and its Subsidiaries and to the fullest extent otherwise permitted by law.

(c) In connection with the indemnification provided pursuant to Section 6.6(b) , MutualFirst and/or a MutualFirst Subsidiary (i) will advance expenses, promptly after statements therefor are received, to each Universal Indemnified Person to the fullest extent permitted by law and Governmental Entities (provided the individual to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such individual is not entitled to indemnification), including the payment of the fees and expenses of one counsel with respect to a matter, and one local counsel in each applicable jurisdiction, if necessary or appropriate, selected by such Universal

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Indemnified Person or multiple Universal Indemnified Persons, it being understood that they collectively shall only be entitled to one counsel and one local counsel in each applicable jurisdiction where necessary or appropriate (unless a conflict shall exist between them in which case they may retain separate counsel), all such counsel shall be reasonably satisfactory to MutualFirst and (ii) will cooperate in the defense of any such matter.

(d) This Section 6.6 shall survive the Effective Time, is intended to benefit each Universal Indemnified Person (each of whom shall be entitled to enforce this Section against MutualFirst), and shall be binding on all successors and assigns of MutualFirst.

(e) In the event MutualFirst or any of its successors or assigns (i) consolidates with or merges into any other person or entity and shall not be the continuing or surviving company or entity of such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to one or more other persons or entities, then, and in each such case, proper provision shall be made so that the successors and assigns of MutualFirst assume the obligations set forth in this Section 6.6 .

6.7 Exemption from Liability Under Section 16(b). Each of the Board of Directors of MutualFirst and Universal or a committee of Non-Employee Directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act) shall adopt a resolution in advance of the Effective Time providing that the receipt by Universal Insiders of MutualFirst Common Stock pursuant to the Merger is intended to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act. As used herein, the term " Universal Insiders " means those officers and directors of Universal who will become subject to the reporting requirements of Section 16(a) of the Exchange Act as insiders of MutualFirst in conjunction with the Merger.

6.8 No Solicitation.

(a) Universal agrees that, except as expressly permitted by Section 6.8(b) , from the date of this Agreement until the Effective Time or, if earlier, the termination of this Agreement in accordance with Section 8.1 , it will not, and will cause its Subsidiaries and the officers, directors, and employees of Universal and its Subsidiaries (the " Universal Individuals" ) not to, and will use its commercially reasonable best efforts to cause Universal's and its Subsidiaries' agents, advisors and controlled affiliates, accountants, legal counsel, and financial advisors (the " Universal Representatives ") not to, initiate, solicit, encourage or knowingly facilitate inquiries or proposals with respect to, or engage in any discussions or negotiations concerning, or provide any confidential or nonpublic information or data concerning its and/or its Subsidiaries business, properties or assets (" Universal Confidential Information ") to, or have any discussions with, any person or entity relating to, any Acquisition Proposal. Universal will immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any persons or entities other than MutualFirst with respect to any Acquisition Proposal and will use its commercially reasonable best efforts, subject to applicable law, to enforce any confidentiality or similar agreement relating to such an Acquisition Proposal.

(b) Notwithstanding anything to the contrary in Section 6.8(a) , at any time from the date of this Agreement and prior to obtaining the Universal Shareholder Approval, in the event Universal receives an unsolicited Acquisition Proposal and the Board of Directors of Universal determines in good faith that such Acquisition Proposal may constitute a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, Universal may, and may permit its Subsidiaries and the Universal Individuals and the Universal Representatives to, (i) negotiate the terms of, and enter into, a confidentiality agreement with terms and conditions no less favorable to Universal than the Confidentiality Agreement (an " Acceptable Confidentiality Agreement "), (ii) furnish or cause to be furnished Universal Confidential Information to the person or entity making such Acquisition Proposal

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pursuant to an Acceptable Confidentiality Agreement, and (iii) negotiate and participate in such negotiations or discussions with the person or entity making such Acquisition Proposal concerning such Acquisition Proposal, if the Board of Directors of Universal determines in good faith (following consultation with counsel) that failure to take such actions would result in a violation of its fiduciary duties under applicable law.

(c) The Board of Directors of Universal shall not (nor shall any committee thereof) withdraw or modify, in a manner adverse to MutualFirst, the Universal Board Recommendation or make or cause to be made any third party or public communication proposing or announcing an intention to withdraw or modify in any manner adverse to MutualFirst the Universal Board Recommendation (any such action, a " Change in Recommendation "). Notwithstanding the foregoing, the Board of Directors of Universal (including any committee thereof) may, at any time prior to obtaining the Universal Shareholder Approval, effect a Change in Recommendation in response to a bona fide written unsolicited Acquisition Proposal made after the date of this Agreement that the Board of Directors of Universal determines in good faith (after consultation with Universal's outside legal counsel) constitutes a Superior Proposal; provided, however, that the Board of Directors of Universal may not make a Change in Recommendation, or terminate this Agreement pursuant to Section 8.1(f) , with respect to an Acquisition Proposal until it has given MutualFirst at least four (4) business days, following MutualFirst's initial receipt of written notice that the Board of Directors of Universal has determined that such Acquisition Proposal is a Superior Proposal and the reasons therefor, to respond to any such Acquisition Proposal and, taking into account any amendment or modification to this Agreement proposed by MutualFirst, the Board of Directors of Universal determines in good faith (after consultation with counsel) that such Acquisition Proposal continues to constitute a Superior Proposal.

(d) Universal will promptly (and in any event within two (2) business days) advise MutualFirst in writing following receipt of any Acquisition Proposal and the substance thereof (including the identity of the person or entity making such Acquisition Proposal), and will keep MutualFirst apprised of any related developments, discussions and negotiations (including the terms and conditions, whether written or oral, of the Acquisition Proposal) on a current basis.

(e) As used in this Agreement, the following terms have the meanings set forth below:

" Acquisition Proposal " means a tender or exchange offer, proposal for a merger, consolidation or other business combination involving Universal or BloomBank or any proposal or offer to acquire in any manner more than 20% of the voting power in, or more than 20% of the fair market value of the business, assets or deposits of, Universal or BloomBank, other than the transactions contemplated by this Agreement.

" Superior Proposal " means a written Acquisition Proposal that the Board of Directors of Universal concludes in good faith to be more favorable from a financial point of view to its shareholders than the Merger, (i) after receiving the advice of its financial advisors (ii) after taking into account the likelihood of consummation of such transaction on the terms set forth therein and (iii) after taking into account all legal (with the advice of outside counsel), financial (including the financing terms of any such proposal), regulatory and other aspects of such proposal and any other relevant factors permitted under applicable law; provided , however, that for purposes of the definition of "Superior Proposal," the references to "more than 20%" in the definition of Acquisition Proposal shall be deemed to be references to "a majority".

6.9 Notification of Certain Matters. Each of the Parties shall give prompt written notice to the other of any fact, event or circumstance known to it that (a) is reasonably likely, individually or taken together with all other facts, events and circumstances known to it, to result in any Material Adverse

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Effect with respect to it or (b) would cause or constitute a breach of any of its representations, warranties, covenants or agreements contained herein. Each of Universal and MutualFirst shall promptly inform the other in writing upon receiving notice of any claim, demand, cause of action or investigation by any Governmental Entity or third party against, or threatened against, it or any of its Subsidiaries or any of their respective assets, properties, or any of their respective directors, officers or employees in their individual capacities as such.

6.10 Correction of Information. Each of Universal and MutualFirst shall promptly correct and supplement in writing any information furnished under this Agreement so that such information shall be correct and complete in all material respects at all times, without taking into account any Material Adverse Effect qualification, and shall include all facts necessary to make such information correct and complete in all material respects at all times; provided , however, that in each case, such disclosure shall not be deemed to cure any breach of a representation, warranty, covenant or agreement or any failure of a condition under Article VII , or to otherwise limit or affect in any way the remedies available hereunder to any party receiving such notice.

6.11 Integration. From and after the date hereof, Universal shall, and shall cause BloomBank and its and BloomBank's directors, officers and employees to, make all commercially reasonable best efforts (without undue disruption to either business) to (i) cooperate in order to permit MutualBank to train BloomBank employees who are expected to continue employment with MutualBank, including excusing such employees from their duties for the purpose of training and orientation by MutualBank and (ii) cause BloomBank's data processing consultants and software providers to cooperate and assist BloomBank and MutualBank in connection with the planned electronic and systematic conversion of all applicable data of BloomBank to the MutualBank system to occur after the Effective Time, in each case without undue disruption to BloomBank's business, during normal business hours and at the expense of MutualFirst or MutualBank (not to include BloomBank's regular employee payroll).

6.12 Coordination; Integration. Subject to applicable law and regulation, during the period from the date hereof until the Effective Time, Universal shall cause the Chief Executive Officer and Chief Financial Officer of BloomBank to assist and confer with the officers of MutualBank, on a periodic basis, relating to the development, coordination and implementation of the post-Merger operating and integration plans of MutualBank, as the resulting bank in the Bank Merger.

6.13 Delivery of Agreements. Universal shall cause the Voting Agreements to be executed by its directors and the Officer's Agreements to be executed by its officers and delivered to MutualFirst prior to or simultaneously with the execution of this Agreement.

6.14 Universal Contribution to HSA. Immediately prior to the Effective Time, Universal or BloomBank shall contribute up to $2,000 per Covered Employee to such employee's Health Savings Account (" HSA ").

ARTICLE VII

CONDITIONS PRECEDENT

7.1 Conditions to Each Party's Obligations. The respective obligations of the Parties to effect the Merger shall be subject to the satisfaction or, to the extent permitted by law, waiver by each of Universal and MutualFirst, at or prior to the Closing Date of the following conditions:

(a) Shareholder Approval . The Universal Shareholder Approval shall have been obtained.

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(b) Nasdaq Listing . The shares of MutualFirst Common Stock to be issued in the Merger shall have been approved for listing on the Nasdaq, subject to official notice of issuance.

(c) Form S-4 . The Form S-4 shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Form S-4 shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC.

(d) No Injunctions or Restraints; Illegality . No order, injunction or decree issued by any court or agency of competent jurisdiction or other law preventing or making illegal the consummation of the Merger or the Bank Merger shall be in effect.

(e) Regulatory Approvals . All regulatory authorizations, consents, orders or approvals from Regulatory Agencies and other Governmental Entities required to consummate the Merger and the Bank Merger shall have been obtained without the imposition of any non-standard condition or requirement, which individually or in the aggregate, is reasonably deemed unduly burdensome by the Board of Directors of MutualFirst including any condition that would increase the minimum regulatory capital requirements of MutualFirst or MutualBank (an " Unduly Burdensome Condition ") and such authorizations, consents, orders and approvals shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired (all such approvals and the expiration of all such waiting periods being referred to as the " Requisite Regulatory Approvals ").

7.2 Conditions to Obligations of MutualFirst. The obligation of MutualFirst to effect the Merger is also subject to the satisfaction, or, to the extent permitted by law, waiver by MutualFirst, at or prior to the Closing Date, of the following conditions:

(a) Representations and Warranties . The representations and warranties of Universal set forth in this Agreement shall be (i) true and correct in all material respects as of the date of this Agreement, and (ii) true and correct in all material respects as of the Closing Date as though made on the Closing Date (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or another date shall be true and correct in all material respects as of such date); provided , however, that

(A)

the representations and warranties in Sections 3.2 (Capitalization) (other than inaccuracies that are de minimis in amount and effect), Section 3.7 (Broker's Fees), Section 3.8(a) (Absence of Changes), and Section 3.24 (Universal Information) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on the Closing Date;

(B)

the representations and warranties in Section 3.3 (Authority; No Violation) shall be true and correct in all material respects as of the date of this Agreement and as of the Effective Time as though made on the Closing Date; and

(C)

no other representation or warranty of Universal shall be deemed untrue or incorrect as of the Closing Date as a consequence of events or circumstances arising after the date hereof, unless such event or circumstance, individually or taken together with other facts, events or circumstances inconsistent with any representation or warranty of Universal has had or would reasonably be expected to result in a Material Adverse Effect on Universal;

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phrases) or Material Adverse Effect in any such representation or warranty shall be disregarded; and MutualFirst shall have received a certificate signed on behalf of Universal by the Chief Executive Officer or the Chief Financial Officer of Universal to the foregoing effect.

(b) Performance of Obligations of Universal . Universal shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date; and MutualFirst shall have received a certificate signed on behalf of Universal by the Chief Executive Officer or the Chief Financial Officer of Universal to such effect.

(c) Dissenting Shares . Dissenting Shares shall be less than ten percent (10%) of the issued and outstanding shares of Universal Common Stock.

(d) Third Party Consents . Universal shall have obtained the written consent of the counterparties to the contracts set forth on Exhibit D, in form and substance reasonably satisfactory to MutualFirst, to enable MutualFirst or a MutualFirst Subsidiary to receive the full benefit under such contracts following the consummation of the transactions contemplated by this Agreement without the payment of any penalty or premium.

(e) Opinion of Tax Counsel . MutualFirst shall have received an opinion from Silver, Freedman, Taff & Tiernan LLP, special counsel to MutualFirst, dated the Closing Date, to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, the Merger will qualify as a "reorganization" within the meaning of Section 368(a) of the Code. In rendering its opinion, Silver, Freedman, Taff & Tiernan LLP may require and rely upon representations contained in letters from each of MutualFirst and Universal.

(f) Executed Officer's Agreements . MutualFirst shall have received executed Officer's Agreements from each officer of Universal or BloomBank as set forth in Exhibit B .

7.3 Conditions to Obligations of Universal. The obligation of Universal to effect the Merger is also subject to the satisfaction, or to the extent permitted by law, waiver by Universal, at or prior to the Closing Date, of the following conditions:

(a) Representations and Warranties . The representations and warranties of MutualFirst set forth in this Agreement shall be (i) true and correct in all material respects as of the date of this Agreement, and (ii) true and correct in all material respects as of the Closing Date as though made on the Closing Date (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or another date shall be true and correct in all material respects as of such date); provided , however, that

(A)

the representations and warranties in Section 4.2 (Capitalization) (other than inaccuracies that are de minimis in amount and effect), Section 4.7(a) (Absence of Changes) and Section 4.20 (MutualFirst Information) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on the Closing Date, except the representations in Section 4.2 that speak specifically as the date of this Agreement or another specified date shall be true or current as of such date;

(B)

the representations and warranties in Section 4.3 (Authority; No Violation) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on the Closing Date; and

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(C)

no other representation or warranty of MutualFirst shall be deemed untrue or incorrect as of the Closing Date as a consequence of events or circumstances arising after the date hereof, unless such event or circumstance, individually or taken together with other facts, events or circumstances inconsistent with any representation or warranty of MutualFirst has had or would reasonably be expected to result in a Material Adverse Effect on MutualFirst;

provided , further, that for purposes of clause (C) above, any qualification or exception for, or reference to, materiality (including the terms "material," "materially," "in all material respects" or similar terms or phrases) or Material Adverse Effect in any such representation or warranty shall be disregarded; and Universal shall have received a certificate signed on behalf of MutualFirst by the Chief Executive Officer or the Chief Financial Officer of MutualFirst to the foregoing effect.

(b) Performance of Obligations of MutualFirst . MutualFirst shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date, and Universal shall have received a certificate signed on behalf of MutualFirst by the Chief Executive Officer or the Chief Financial Officer of MutualFirst to such effect.

(c) Opinion of Tax Counsel . Universal shall have received an opinion from SmithAmundsen, special counsel to Universal, dated the Closing Date, to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, the Merger will qualify as a "reorganization" within the meaning of Section 368(a) of the Code. In rendering its opinion, SmithAmundsen may require and rely upon representations contained in letters from each of MutualFirst and Universal.

ARTICLE VIII

TERMINATION AND AMENDMENT

8.1 Termination. This Agreement may be terminated at any time prior to the Effective Time, whether before or after the Universal Shareholder Approval, by action of the Board of Directors of a party, as follows:

(a) by the written mutual consent of Universal and MutualFirst;

(b) by either Universal or MutualFirst, if any Governmental Entity that must grant a Requisite Regulatory Approval has denied approval of the Merger or the Bank Merger and such denial has become final and non-appealable or any Governmental Entity of competent jurisdiction shall have issued a final and non-appealable order, injunction or decree permanently enjoining or otherwise prohibiting or making illegal the consummation of the Merger or the Bank Merger, unless the failure to obtain a Requisite Regulatory Approval shall be due to the failure of the party seeking to terminate this Agreement to perform any covenant or agreement in this Agreement required to be performed prior to the Effective Time;

(c) by either Universal or MutualFirst, if the Merger shall not have been consummated on or before June 30, 2018, unless the failure of the Closing to occur by such date shall be due to the failure of the party seeking to terminate this Agreement to perform or observe the covenants and agreements of such party set forth in this Agreement;

(d) by either Universal or MutualFirst (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein), if there

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shall have been a breach of any of the covenants or agreements or any of the representations or warranties set forth in this Agreement on the part of Universal, in the case of a termination by MutualFirst, or MutualFirst, in the case of a termination by Universal, which breach, either individually or in the aggregate, would result in, if occurring or continuing on the Closing Date, the failure of the conditions set forth in Section 7.2 or 7.3 , as the case may be, and which is not cured within twenty (20) days following written notice to the party committing such breach or by its nature or timing cannot be cured within such time period;

(e) by MutualFirst if (i) the Board of Directors of Universal (or any committee thereof) shall have failed to make the Universal Board Recommendation or made a Change in Recommendation or (ii) Universal shall have materially breached any of the provisions set forth in Section 6.8 or (iii) Universal shall have refused to call or hold the Universal Shareholder Meeting (except as provided in the last sentence of Section 6.3 );

(f) by Universal prior to obtaining the Universal Shareholder Approval in order to enter into an agreement relating to a Superior Proposal in accordance with Section 6.8 ; provided , however, that Universal has (i) not materially breached the provisions of Section 6.8 , and (ii) complied with its payment obligation under Section 8.4(a) ;

(g) by either Universal or MutualFirst, if the provisions of Section 8.1(e) are not applicable and the shareholders of Universal fail to provide the Universal Shareholder Approval at a duly held meeting of shareholders or at an adjournment or postponement thereof; or

(h) By Universal at any time during the three-day period following the Determination Date (as defined below), if both of the following conditions (A) and (B) exist:

(A) the Average Closing Price (as defined below) shall be less than the product of 0.800 and the Starting Price; and

(B) (i) the number obtained by dividing the Average Closing Price by the Starting Price (such number being referred to herein as the " MutualFirst Ratio ") shall be less than (ii) the number obtained by dividing the Index Price on the Determination Date by the Index Price on the Starting Date (as defined below) and subtracting 0.200 from such quotient (such number being referred to herein as the " Index Ratio "); subject to the following: if Universal elects to exercise its termination right pursuant to Section 8.1(h), it shall give prompt written notice to MutualFirst; provided that such notice of election to terminate may be withdrawn at any time within the aforementioned three-day period. For a period of five (5) Business Days after receipt of such notice, MutualFirst shall have the option of increasing the Exchange Ratio in a manner such, and to the extent required, so that the condition set forth in either clause (A) or (B) above shall be deemed not to exist.

For purposes hereof, the condition set forth in clause (A) above shall be deemed not to exist if the Exchange Ratio is increased so that the Adjusted Per Share Stock Consideration (calculated by using the Average Closing Price, as provided in the definition of " Adjusted Per Share Stock Consideration ") after such increase is not less than 80% of the Adjusted Per Share Stock Consideration calculated by using the Starting Price in lieu of the Average Closing Price.

For purposes hereof, the condition set forth in clause (B) above shall be deemed not to exist if the Exchange Ratio is increased so that the Adjusted MutualFirst Ratio is not less than the Index Ratio.

If MutualFirst makes this election, within such period, it shall give prompt written notice to Universal of such election and the revised Exchange Ratio, whereupon no termination shall have occurred

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pursuant to this Section 8.1(h) and this Agreement shall remain in effect in accordance with its terms (except as the Exchange Ratio, and derivatively the Per Share Stock Consideration, shall have been so modified), and any references in this Agreement to "Exchange Ratio" and "Per Share Stock Consideration" shall thereafter be deemed to refer to the Exchange Ratio and Per Share Stock Consideration after giving effect to any adjustment made pursuant to this Section 8.1(h).

For purposes of this Section 8.1(h), the following terms shall have the meanings indicated:

" Adjusted MutualFirst Ratio " means the number obtained by dividing (x) the sum of (i) the Average Closing Price plus (ii) the quotient obtained by dividing the aggregate increase in transaction value resulting from an increase in the Exchange Ratio by the total number of shares of Universal Common Stock outstanding multiplied by the initial Exchange Ratio, on the Determination Date, by (y) the Starting Price. For purposes of calculating the increase in transaction value, the price per share of MutualFirst Common Stock shall be deemed to be the Average Closing Price.

" Adjusted Per Share Stock Consideration " means the product of the Per Share Stock Consideration times the Average Closing Price.

" Average Closing Price " means the average of the last reported closing prices per share of MutualFirst Common Stock as reported on the Nasdaq (as reported in The Wall Street Journal or, if not reported therein, in another mutually agreed upon authoritative source) for the twenty consecutive trading days immediately preceding the Determination Date.

" Determination Date " shall mean the tenth calendar day immediately prior to the Effective Time, or if such calendar day is not a trading day on the Nasdaq, the trading day immediately preceding such calendar day.

" Index Price " on a given date means the closing price of the Nasdaq Bank Index.

" Starting Date " means August 9, 2017.

" Starting Price " means $35.30.

If MutualFirst declares or effects a stock dividend, reclassification, recapitalization, split-up, combination, exchange of shares or similar transaction between the Starting Date and the Determination Date, the prices for the MutualFirst Common Stock shall be appropriately adjusted for the purposes of applying this Section 8.1(h).

8.2 Effect of Termination. In the event of termination of this Agreement by either Universal or MutualFirst as provided in Section 8.1 , this Agreement shall forthwith become void and have no effect, and none of Universal, MutualFirst, any of their respective Subsidiaries or any of the officers or directors of any of them shall have any liability of any nature whatsoever under this Agreement, or in connection with the transactions contemplated by this Agreement, except that (i) Sections 8.2, 8.3, 8.4, 9.3, 9.4, 9.5, 9.6, 9.7, 9.8, 9.9, 9.10 and 9.11 shall survive any termination of this Agreement, and (ii) if this Agreement is terminated under Section 8.1(d) , the non-terminating party shall not, except as provided in Section 8.4(c) , be relieved or released from any liabilities or damages arising out of its willful and material breach of any provision of this Agreement.

8.3 Fees and Expenses. Except with respect to costs and expenses of printing and mailing the Proxy Statement, which shall be borne by Universal, and all filing and other fees in connection with any filing with the SEC and Regulatory Agencies, which shall be borne by MutualFirst, all fees and expenses

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incurred in connection with the Merger, the Bank Merger, this Agreement, and the other transactions contemplated by this Agreement shall be paid by the party incurring such fees or expenses, whether or not the Merger is consummated.

8.4 Termination Fee.

(a) If this Agreement is terminated pursuant to Section 8.1(e) or (f) , then (i) in the case of termination under Section 8.1(e) , Universal shall immediately following such termination pay MutualFirst an amount equal to $2,500,000 (the " Termination Fee "), and (ii) in the case of termination under Section 8.1(f) , Universal shall, simultaneously with such termination and as a condition thereof, pay MutualFirst the Termination Fee, in each case in same-day funds.

(b) If this Agreement is terminated by either party under Section 8.1(g) , and prior thereto there has been publicly announced an Acquisition Proposal, then if within one year of such termination Universal or BloomBank either (A) enters into a definitive agreement with respect to an Acquisition Proposal or (B) consummates an Acquisition Proposal, Universal shall immediately pay MutualFirst the Termination Fee set forth in Section 8.4(a) in same-day funds. For purposes of clauses (A) and (B) above, the reference to 20% in the definition of Acquisition Proposal shall be 50%.

(c) The payment of the Termination Fee shall fully discharge Universal from any and all liability under this Agreement and related to the transactions contemplated herein, and MutualFirst shall not be entitled to any other relief or remedy against Universal. If the Termination Fee is not payable, MutualFirst may pursue any and all remedies available to it against Universal on account of a willful and material breach by Universal of any of the provisions of this Agreement. Moreover, if the Termination Fee is payable pursuant to Section 8.1(e)(ii) or (iii) , MutualFirst shall have the right to pursue any and all remedies available to it against Universal on account of the willful and material breach by Universal of Section 6.8 in lieu of accepting the Termination Fee under Section 8.4(a). Universal may pursue any and all remedies available to it against MutualFirst on account of a willful and material breach by MutualFirst of any of the provisions of this Agreement.

8.5 Amendment. This Agreement may be amended by the Parties, by action taken or authorized by their respective Boards of Directors, at any time before or after approval of the matters presented in connection with Merger by the shareholders of Universal; provided , however, that after any approval of the transactions contemplated by this Agreement by the shareholders of Universal, there may not be, without further approval of such shareholders, any amendment of this Agreement that requires further approval under applicable law. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the Parties.

8.6 Extension; Waiver. At any time prior to the Effective Time, the Parties, by action taken or authorized by their respective Board of Directors, may, to the extent legally allowed, (a) extend the time for the performance of any of the obligations or other acts of the other party, (b) waive any inaccuracies in the representations and warranties contained in this Agreement or (c) waive compliance with any of the agreements or conditions contained in this Agreement. Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party, but such extension or waiver or failure to insist on strict compliance with an obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

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ARTICLE IX

GENERAL PROVISIONS

9.1 Closing. On the terms and subject to the conditions set forth in this Agreement, the closing of the Merger (the " Closing ") shall take place on a date no later than the last day of the month (but no earlier than five (5) business days) after the satisfaction or waiver (subject to applicable law) of the latest to occur of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied or waived at the Closing), unless extended by mutual agreement of the Parties (the " Closing Date ").

9.2 Non-survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and agreements set forth in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, except for Section 6.6 and for those other covenants and agreements contained in this Agreement that by their terms apply or are to be performed in whole or in part after the Effective Time.

9.3 Notices. All notices and other communications in connection with this Agreement shall be in writing and shall be deemed given if delivered personally, sent via facsimile (with confirmation), mailed by registered or certified mail (return receipt requested) or delivered by an express courier (with confirmation) to the Parties at the following addresses (or at such other address for a party as shall be specified by like notice):

(a) if to MutualFirst, to:

MutualFirst Financial, Inc.
110 East Charles Street

Muncie, Indiana 47305-2400
Attention: David W. Heeter, President and Chief Executive Officer
Facsimile: (765) 213-4700

with a copy to:

Silver, Freedman, Taff & Tiernan LLP

3299 K Street NW

Suite 100

Washington, DC 20007

Attention: James S. Fleischer

Facsimile: (202) 337-5502

(b) if to Universal, to:

Universal Bancorp

48 North Washington Street

Bloomfield, Indiana 47424

Attention: William B. McNeely, President

Facsimile: (812) 384-8826

with a copy to:

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SmithAmundsen

201 North Illinois Street

Suite 1400

Capital Center, South Tower

Indianapolis, Indiana 46204-4212

Attention: Larry Tomlin

Facsimile: (317) 464-4123

9.4 Interpretation. When a reference is made in this Agreement to Articles, Sections, Exhibits or Schedules, such reference shall be to an Article or Section of or Exhibit or Schedule to this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words "include," "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation." All schedules and exhibits hereto shall be deemed part of this Agreement and included in any reference to this Agreement. If any term, provision, covenant or restriction contained in this Agreement is held by a court or a federal or state regulatory agency of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions and covenants and restrictions contained in this Agreement shall remain in full force and effect, and shall in no way be affected, impaired or invalidated. If for any reason such court or regulatory agency determines that any provision, covenant or restriction is invalid, void or unenforceable, it is the express intention of the Parties that such provision, covenant or restriction be enforced to the maximum extent permitted.

9.5 Counterparts. This Agreement may be executed in two or more counterparts (including by facsimile or other electronic means), all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the Parties and delivered to the other party, it being understood that each party need not sign the same counterpart.

9.6 Entire Agreement. This Agreement (including the documents and the instruments referred to in this Agreement), together with the Confidentiality Agreement, constitutes the entire agreement and supersedes all prior written, and prior or contemporaneous oral, agreements and understandings, between the Parties with respect to the subject matter of this Agreement, other than the Confidentiality Agreement.

9.7 Governing Law, Jurisdiction, Venue and Construction . This Agreement shall be governed and construed in accordance with the laws of the State of Maryland and applicable to contracts made and performed entirely within such state, without regard to any applicable conflicts of law principles or any other principle that could require the application of the law of any other jurisdiction. The Parties hereto agree that any suit, action or proceeding brought by either party to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in any federal or state court located in the State of Indiana. Each of the Parties hereto submits to the jurisdiction of any such court in any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of, or in connection with, this Agreement or the transactions contemplated hereby and hereby irrevocably waives the benefit of jurisdiction derived from present or future domicile or otherwise in such action or proceeding. Each party hereto irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. This Agreement has been negotiated and prepared by the Parties and their respective counsel. This Agreement shall be fairly interpreted in accordance with its terms and without any strict construction in favor or against either party.

9.8 Publicity. Neither Universal nor MutualFirst shall, and neither Universal nor MutualFirst shall permit any of its Subsidiaries to, issue or cause the publication of any press release or other public

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announcement with respect to, or otherwise make any public statement concerning, the transactions contemplated by this Agreement without the prior consent (which shall not be unreasonably withheld or delayed) of MutualFirst, in the case of a proposed announcement or statement by Universal, or Universal, in the case of a proposed announcement or statement by MutualFirst; provided , however, that either party may, without the prior consent of the other party (but after prior consultation with the other party to the extent practicable under the circumstances) issue or cause the publication of any press release or other public announcement to the extent required by law or by the rules and regulations of the Nasdaq.

9.9 Assignment; Third Party Beneficiaries. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned by either of the Parties (whether by operation of law or otherwise) without the prior written consent of the other party (which shall not be unreasonably withheld or delayed). Any purported assignment in contravention hereof shall be null and void. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of and be enforceable by each of the Parties and their respective successors and assigns. Except for Section 6.6 , which is intended to benefit each indemnified person referenced therein, or as otherwise specifically provided herein, this Agreement (including the documents and instruments referred to in this Agreement) is not intended to and does not confer upon any person other than the Parties hereto any rights or remedies under this Agreement.

9.10 Specific Performance; Time of the Essence. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms. It is accordingly agreed that the Parties shall be entitled specific performance of the terms hereof, without the necessity of demonstrating irreparable harm or posting of any bond or security, in addition to any other remedies to which they are entitled at law or equity. Time is of the essence for performance of the agreements, covenants and obligations of the Parties herein.

9.11 Waiver of Jury Trial . EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR OTHER PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT: (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.11.

A-56

MutualFirst and Universal have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the date first above written.

MUTUALFIRST FINANCIAL, INC.

By:       /s/David W. Heeter
           Name:   David W. Heeter
           Title:      President and Chief Executive Officer

UNIVERSAL BANCORP, INC.

By:       /s/William B. McNeely
           Name:    William B. McNeely
           Title:       President

MutualFirst Financial, Inc. 110 E. Charles Street Muncie, Indiana 47305-2419 (765) 747-2800	DAVID W. HEETER President and Chief Executive Officer MutualFirst Financial, Inc. 110 E. Charles Street Muncie, Indiana 47305-2419 (765) 747-2800
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)	(Name, address, including zip code, and telephone number, including area code, of agent for service)

Large accelerated filer □		Accelerated filer ■
Non-accelerated filer □ (Do not check if a smaller reporting company)		Smaller reporting company □
		Emerging growth company □

Title of each class of securities to be registered	Amount to be registered ⁽¹⁾	Proposed maximum offering price per share	Proposed maximum aggregate offering price	Amount of registration fee
Common Stock, par value $.01 per share	1,185,537 shares ⁽²⁾	N/A	$24,222,965 ⁽³⁾	$3,015.76

	At September 30,			At December 31,
	2017			2016			2015			2014			2013			2012
	(In thousands)
Financial Condition Data:
Total assets		$	1,581,814		$	1,553,133		$	1,478,265		$	1,423,423		$	1,391,405		$	1,422,458
Cash and cash equivalents			25,751			26,860			20,915			29,575			25,285			32,778
Loans, net			1,177,767			1,157,120			1,068,204			1,003,518			965,966			969,545
Securities available for sale, at fair value			260,072			249,913			261,138			260,806			264,348			281,197
Total deposits			1,198,962			1,153,382			1,091,382			1,079,320			1,113,084			1,184,009
Total borrowings			216,784			244,780			235,075			202,616			153,818			86,281
Total shareholders' equity			150,225			140,038			137,025			126,752			110,629			139,493

	For the Nine Months Ended September 30,				For the Fiscal Years Ended December 31,
	2017		2016		2016		2015		2014		2013		2012
	(In thousands, except per share amounts)
Operating Data:
Interest income	$	43,787	$	39,859	$	53,802	$	51,776	$	51,178	$	51,667	$	55,348
Interest expense		7,723		6,873		9,247		8,803		8,923		11,224		14,704
Net interest income		36,064		32,986		44,555		42,973		42,255		40,443		40,644
Provision for loan losses		870		600		850		125		850		1,300		6,025
Net interest income after provision for loan losses		35,194		32,386		43,705		42,848		41,405		39,143		34,619
Service fee income		4,765		4,417		6,124		5,947		5,995		5,989		6,492
Gain on sale of loans and investment securities		3,178		4,757		5,784		4,612		2,162		1,687		4,701
Other non-interest income		5,285		5,782		7,514		6,580		6,728		6,387		4,331
Total non-interest income		13,228		14,956		19,422		17,139		14,885		14,063		15,524
Salaries and employee benefits		20,131		20,092		27,427		25,526		23,560		22,492		21,335
Other expenses		13,937		13,927		18,073		17,621		17,818		17,195		18,930
Total non-interest expenses		34,068		34,019		45,500		43,147		41,378		39,687		40,265
Income before income taxes		14,354		13,323		17,627		16,840		14,912		13,519		9,878
Income tax expense		3,499		3,319		4,386		4,578		3,866		4,136		2,632
Net income		10,855		10,004		13,241		12,262		11,046		9,383		7,246

Preferred stock dividends and accretion		-		-		-		-		-		1,257		1,446
Net income available to common shareholders	$	10,855	$	10,004	$	13,241	$	12,262	$	11,046	$	8,126	$	5,800

Basic earnings per share available to common shareholders	$	1.48	$	1.35	$	1.79	$	1.66	$	1.54	$	1.15	$	0.83
Diluted earnings per share available to common shareholders	$	1.45	$	1.32	$	1.76	$	1.62	$	1.49	$	1.12	$	0.82
Dividends per share	$	0.48	$	0.42	$	0.58	$	0.48	$	0.32	$	0.24	$	0.24

(1)	Pursuant to Rule 416, this registration statement also covers an indeterminate number of additional shares of common stock of MutualFirst Financial, Inc. (" MutualFirst ") as may be issuable as a result of stock splits, stock dividends or similar transactions.
(2)	Represents the estimated maximum number of shares of common stock of MutualFirst issuable upon completion of the merger described in this registration statement, in exchange for shares of the common stock of Universal Bancorp ("Universal").
(3)	Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act of 1933, as amended (the "Securities Act"), and calculated pursuant to Rule 457(f)(2) and 457(f)(3) under the Securities Act, the proposed maximum aggregate offering price of the shares of MutualFirst common stock registered hereby is equal to (A) $43,221,965, which is the book value of the estimated maximum number of shares of Universal common stock to be exchanged in the merger as of December 31, 2017, the latest practicable date prior to the filing of this registration statement, minus (B) $18,999,000, which is the estimated maximum amount of cash consideration payable by MutualFirst in the merger.

	At or For the Nine Months Ended September 30,						At or For the Fiscal Years Ended December 31,
	2017			2016			2016			2015			2014			2013			2012
Key Operating Ratios and Other Data:
Performance ratios:
Return on average assets		0.92	%		0.89	%		0.87	%		0.85	%		0.79	%		0.66	%		0.50	%
Return on average equity		10.00	%		9.48	%		9.40	%		9.29	%		9.27	%		6.02	%		4.21	%
Interest rate spread (average during the period)		3.13	%		3.03	%		3.04	%		3.10	%		3.15	%		2.99	%		2.89	%
Net interest margin		3.28	%		3.16	%		3.17	%		3.22	%		3.26	%		3.13	%		3.05	%
Average interest-earning assets to average interest-bearing liabilities		120.39	%		119.61	%		119.15	%		118.01	%		115.76	%		115.79	%		114.33	%
Allowance for loan losses to loans receivable, net (at end of period)		1.04	%		1.11	%		1.06	%		1.17	%		1.30	%		1.37	%		1.63	%
Allowance for loan losses to non-performing loans (at end of period)		290.4	%		215.8	%		230.99	%		176.28	%		177.04	%		156.15	%		67.72	%
Net charge-offs (recoveries) to average outstanding loans during the period		0.10	%		0.08	%		0.10	%		0.06	%		0.11	%		0.40	%		0.71	%
Dividend payout ratio		33.10	%		31.82	%		32.95	%		29.63	%		21.48	%		21.43	%		29.27	%

	At September 30,		At June 30,
	2017		2017		2016		2015		2014		2013
	(In thousands)
Financial Condition Data:
Total assets	$	402,697	$	402,513	$	407,894	$	393,044	$	387,587	$	396,755
Cash and cash equivalents		15,113		15,002		25,858		19,899		18,415		18,536
Loans, net		268,667		265,409		259,536		247,029		244,673		251,331
Other real estate owned		3,865		5,139		7,345		7,834		8,393		11,666
Allowance of loan losses		3,444		3,406		4,237		4,801		4,309		5,927
Securities available for sale, at fair value		89,467		89,477		87,885		89,841		87,576		84,416
Total deposits		322,392		323,441		319,524		305,708		307,264		317,978
Total borrowings		34,771		35,016		37,392		35,974		33,056		33,018
Total shareholders' equity		44,496		43,453		48,444		47,818		46,472		44,960

	For the Three Months Ended September 30,				For the Fiscal Year Ended June 30,
	2017		2016		2017		2016		2015		2014			2013
	(In thousands except per share amounts)
Operating Data:
Interest income	$	4,387	$	4,382	$	15,782	$	15,696	$	15,537	$	16,089		$	17,218
Interest expense		406		389		1,562		1,318		1,467		2,353			3,326
Net interest income		3,981		3,993		14,220		14,378		14,070		13,736			13,892
Provision for loan losses		-		30		60		72		222		(101	)		134
Net interest income after provision for loan losses		3,981		3,963		14,160		14,306		13,848		13,837			13,758
Non-interest income		623		668		3,344		3,225		3,616		2,964			4,144
Non-interest expense		3,159		3,693		14,024		13,283		14,212		15,091			16,734
Income before income taxes		1,444		938		3,490		4,248		3,252		1,710			1,168
Income tax expense		275		218		628		1,047		912		576			51
Net income		1,170		720		2,862		3,201		2,340		1,134			1,117

Preferred stock dividends		-		101		101		765		967		539			540
Preferred stock accretion		-		-		-		-		-		85			106
Net income available to common shareholders	$	1,170	$	619	$	2,761	$	2,436	$	1,373	$	510		$	471
Basic earnings per share available to common shareholders	$	15.39	$	8.15	$	36.33	$	32.05	$	18.07	$	6.71		$	6.20
Diluted earnings per share available to common shareholders	$	15.39	$	8.15	$	36.33	$	32.05	$	18.07	$	6.71		$	6.20
Dividends per share	$	-	$	-	$	-	$	-	$	-	$	-		$	-

	At or For the Three Months Ended September 30,						At or For the Fiscal Years Ended June 30,
	2017			2016			2017			2016			2015			2014			2013

Key Operating Ratios and Other Data:
Performance ratios:
Return on assets		1.20	%		0.72	%		0.72	%		0.79	%		0.60	%		0.30	%		0.28	%
Return on equity		10.04	%		6.12	%		6.59	%		6.61	%		4.89	%		2.44	%		2.48	%
Interest rate spread (average during the period)		4.23	%		3.38	%		3.82	%		3.96	%		3.51	%		3.50	%		3.34	%
Net interest margin		4.36	%		4.49	%		3.92	%		4.05	%		4.58	%		4.59	%		4.61	%
Average interest-earning assets to average interest-bearing liabilities		129.87	%		126.39	%		124.92	%		125.28	%		132.75	%		132.76	%		129.21	%
Allowance for loan losses to loans receivable, net (at end of the period)		1.27	%		1.53	%		1.27	%		1.61	%		1.91	%		1.73	%		2.30	%
Allowance for loan losses to non- performing loans (at end of period)		187.79	%		172.82	%		149.91	%		184.54	%		128.06	%		82.28	%		58.66	%
Net charge-offs (recoveries) to average outstanding loans during the period		0.02	%		0.13	%		0.32	%		0.21	%		(0.12	)%		0.60	%		0.98	%
Dividend payout ratio		-			-			-			-			-			-			-

	Mutual First		Universal						Pro Forma Combined
	September 30, 2017 (as reported)		September 30, 2017		Pro Forma Adjustments				September 30, 2017
	(In thousands)
Assets
Cash and due from banks	$	8,118	$	11,744	$	(8,999	)	A	$	10,863
Interest-bearing demand deposits		17,633		6,053		-				23,686
Cash and cash equivalents		25,751		17,797		(8,999	)			34,549
Interest-bearing time deposits		1,937		-		-				1,937
Investment securities available for sale (carried at fair value)		260,072		89,467		-				349,539
Loans held for sale		4,786		-		-				4,786
Loans, net of allowance for loan losses		1,177,767		268,667		(956	)	B		1,445,478
Premises and equipment, net		21,281		6,450		(100	)	C		27,631
Federal Home Loan Bank stock		11,183		1,637		-				12,820
Deferred tax asset, net		10,487		2,704		(1,253	)	D		11,938
Cash value of life insurance		52,430		7,487		-				59,917
Goodwill		1,800		1,895		18,128		E		21,823
Other real estate owned and repossessed assets		438		3,865		(400	)	F		3,903
Other assets		13,882		2,728		4,268		G		20,878
Total assets	$	1,581,814	$	402,697	$	10,688			$	1,995,199

Liabilities and Stockholders' Equity
Liabilities

Noninterest-bearing	$	191,599	$	93,898	$	-			$	285,497
Interest-bearing		1,007,363		228,494		-				1,235,857
Total deposits		1,198,962		322,392		-				1,521,354
Federal Home Loan Bank advances		212,563		27,376		-				239,939
Other borrowings		4,221		7,395		9,600		H		21,216
Other liabilities		15,843		1,038		-				16,881
Total liabilities		1,431,589		358,201		9,600				1,799,390

Commitments and Contingencies

Stockholders' Equity
Common stock		74		100		(88	)	I		86
Additional paid-in capital		75,319		1,307		44,265		J		120,891
Retained earnings		74,378		42,699		(42,699	)	K		74,378
Accumulated other comprehensive income (loss)		454		390		(390	)	L		454
Total stockholders' equity		150,225		44,496		1,088				195,809
Total liabilities and stockholders' equity	$	1,581,814	$	402,697	$	10,688			$	1,995,199

	MutualFirst			Universal		Pro Forma Adjustments				Pro Forma Combined
	(In thousands, except per share amounts)
Interest and Dividend Income
Loans receivable	$	38,112		$	10,660	$	300		A	$	49,072
Investment securities		5,237			1,732						6,969
Federal Home Loan Bank stock		349			52						401
Deposits with financial institutions		89			37						126
Total interest and dividend income		43,787			12,481		300				56,568

Interest Expense
Deposits		4,903			698						5,601
Federal Home Loan Bank advances		2,679			307						2,986
Other		141			165		244		B		550
Total interest expense		7,723			1,170		244				9,137
Net Interest Income		36,064			11,311		56				47,431
Provision for loan losses		870			-						870
Net Interest Income After Provision for Loan Losses		35,194			11,311		56				46,561
Non-interest Income
Service fee income		4,765			485						5,250
Net realized gain on sales of available for sale securities		453			78						531
Commissions		3,774			-						3,774
Net gains on sales of loans		2,725			561						3,286
Net servicing fees		306			312						618
Increase in cash value of life insurance		835			130						965
Gain (loss) on sale of other real estate and repossessed assets		(35	)		389						354
Other income		405			400						805
Total non-interest income		13,228			2,355		-				15,583
Non-interest Expenses
Salaries and employee benefits		20,131			5,936						26,067
Net occupancy expenses		2,360			734						3,094
Equipment expenses		1,307			763						2,070
Data processing fees		1,699			691						2,390
ATM and debit card expenses		1,284			351						1,635
Deposit insurance		562			122						684
Professional fees		1,175			314						1,489
Advertising and promotion		905			170						1,075
Software subscriptions and maintenance		1,661			-						1,661
Other real estate and repossessed assets		120			186						306
Other expenses		2,864			983		375		C		4,222
Total non-interest expenses		34,068			10,250		375				44,693
Income Before Income Tax		14,354			3,416		(319	)			17,451
Income tax expense (benefit)		3,499			547		(124	)	D		3,922
Net Income	$	10,855		$	2,869	$	(195	)		$	13,529


Earnings Per Common Share
Basic	$	1.48		$	37.75					$	1.58
Diluted	$	1.45		$	37.75					$	1.56
Dividends Per Common Share	$	0.48		$	-					$	0.48

Pro Forma Purchase Price ($ in thousands, except per share amounts)
Estimated number of shares of Universal common stock exchanged		75,996
Per share exchange ratio (stock)		15.6
Number of shares of MutualFirst common stock - as exchanged		1,185,538
Multiplied by MutualFirst common stock per share price on September 29, 2017	$	38.45
Estimated fair value of MutualFirst common stock issued	$	45,584
Cash consideration paid		18,999
Total Pro Forma Purchase Price	$	64,583

Universal Net Assets at Fair Value (condensed)
Assets
Cash and cash equivalents	$	17,797
Securities		89,467
Loans held for investment, net of unearned income		267,711
Premises and equipment, net		6,350
Other assets		21,036
Total Assets	$	402,361
Liabilities
Deposits	$	322,392
Borrowings		34,371
Other liabilities		1,038
Total Liabilities	$	357,801
Net Assets				44,560
Preliminary Pro Forma Goodwill			$	20,023

Balance Sheet (Dollars in thousands)

A	Adjustments to cash and cash equivalents:
		Amount of the $18,999 cash portion of merger consideration to be paid to Universal shareholders. The balance of the cash portion of the merger consideration is shown below in item H.	$	(8,999	)
B	Adjustments to loans, net of allowance for loan losses:
		Elimination of Universal's allowance for loans loss	$	3,444
		Loans adjusted for credit deterioration of the acquired portfolio		(4,400	)
		Total adjustments for loans, net of allowance for loan losses	$	(956	)
C	Fair Value adjustment on premises and equipment		$	(100	)
D	Deferred tax asset (liability)
		Additional credit mark to loan portfolio	$	(956	)
		Premise and Equipment fair value mark ("FVM")		(100	)
		Other real estate owned FVM		(400	)
		Core deposit intangible		3,900
		Mortgage servicing rights FVM		368
		Other borrowings FVM		400
		Total	$	3,212
		Total multiplied by combine federal and state tax rate (39%)	$	1,253
E	Adjustment to reflect the (i) elimination of Universal's goodwill of ($1,895) and (ii) goodwill generated as a result of the merger consideration paid being greater than the net assets acquired of $20,023		$	18,128
F	Adjustment to other real estate owned to reflect deterioration in the acquired assets		$	(400	)
G	Adjustment to other assets:
		Core deposit intangible of $3,900 and an increase to mortgage servicing rights of $368.	$	4,268

H	Adjustments to borrowings:
		To reflect the remaining amount of the cash portion of the merger consideration to be paid to Universal shareholders. See item A above.	$	10,000
		To reflect a fair value adjustment on subordinate debenture		(400	)
		Total adjustments to borrowings	$	9,600
I	Adjustments to common stock:
		Elimination of Universal's September 30, 2017 common stock	$	(100	)
		Par value of the MutualFirst common stock issued to Universal shareholders		12
		Total adjustments to common stock	$	(88	)
J	Adjustments to additional paid-in capital:
		Elimination of Universal's September 30, 2017 additional paid-in capital	$	(1,307	)
		Value of MutualFirst common stock issued to Universal shareholders		45,572
		Total adjustments to additional paid-in capital	$	44,265
K	Elimination of Universal's September 30, 2017 retained earnings		$	(42,699	)
L	Elimination of Universal's September 30, 2017 accumulated other comprehensive income		$	(390	)

Income Statement
			Nine Months Ended September 30, 2017			Year Ended December 31, 2016
A	Purchase accounting adjustment on acquired non-impaired loans based on the difference between fair value and the outstanding principal balance of those loans, recognized over the estimated remaining term of the loans	$	300		$	$400
B	Adjustments to borrowings:
	Purchase accounting adjustment on subordinate debenture	$	19		$	$25
	Interest expense on borrowings related to the cash portion of the merger consideration to be paid to Universal shareholders		225			300
	Total adjustments to borrowings	$	244		$	$325
C	To reflect amortization of core deposit intangible	$	375		$	$500
D	To reflect income tax effect related to purchase accounting adjustments and interest expense (benefit) at a 39% combined tax rate	$	(124	)	$	$(166	)

	Nine months ended
	September 30, 2017
	Basic		Diluted
Pro forma net income available to common shareholders	$	13,529	$	13,529
Weighted average common shares outstanding:
MutualFirst		7,350		7,494
Common shares issued to Universal shareholders		1,186		1,186
Proforma		8,536		8,680
Pro forma net income per common share	$	1.58	$	1.56



	Year ended
	December 31, 2016
	Basic		Diluted
Pro forma net income available to common shareholders	$	15,368	$	15,368
Weighted average common shares outstanding:
MutualFirst		7,391		7,539
Common shares issued to Universal shareholders		1,186		1,186
Proforma		8,577		8,725
Pro forma net income per common share	$	1.79	$	1.76

	MutualFirst Historical		Universal Historical			Pro Forma Combined Amounts for MutualFirst			Pro Forma Universal Equivalent Shares ⁽¹⁾
Book value per common share at September 30, 2017	$	20.33	$	585.50		$	22.83	⁽³⁾	$	606.15
Book value per common share at December 31, 2016	$	19.12	$	530.73		$	21.32	⁽³⁾	$	582.59

Cash dividends paid per common share for the
nine months ended September 30, 2017	$	0.48		---		$	0.48	⁽⁴⁾	$	7.49
Cash dividends paid per common share for the
twelve months ended December 31, 2016	$	0.58		---		$	0.58	⁽⁴⁾	$	9.05

Basic earnings per common share for the
nine months ended September 30, 2017	$	1.48	$	37.72	⁽²⁾	$	1.58	⁽⁵⁾	$	24.65
Basic earnings per common share for the
twelve months ended December 31, 2016	$	1.79	$	36.82	⁽²⁾	$	1.79	⁽⁵⁾	$	27.92

Diluted earnings per common share for the
nine months ended September 30, 2017	$	1.45	$	37.72	⁽²⁾	$	1.56	⁽⁵⁾	$	24.34
Diluted earnings per common share for the
twelve months ended December 31, 2016	$	1.76	$	36.82	⁽²⁾	$	1.76	⁽⁵⁾	$	27.46

	Adjusted Trading Price

Pricing Multiple	Offer Price			Median Statistics for Peer Group (1)

Price/Book Value		150.9	%		145.8	%

Price/Tangible Book Value		159.4	%		145.8	%

Price/Latest 12 Months Earnings Per Share		23.8	x		22.1	x

Price/Assets		16.3	%		15.6	%

Premium over Tangible Book Value/Core Deposits		8.9	%		7.5	%

Price/Deposits		20.3	%		19.4	%

(1) Peer metrics are based on prices as of market close on October 2, 2017.

				Median for Selected Transactions
Pricing Multiple	Offer Price			Group A			Group B			Group C

Price/Book Value		150.9	%		142.0	%		135.0	%		144.9	%

Price/Tangible Book Value		159.4	%		142.0	%		144.2	%		161.9	%

Price/Latest 12 Months Earnings Per Share		23.8	x		20.7	x		19.8	x		22.4	x

Price/Assets		16.3	%		17.0	%		14.2	%		15.5	%

Premium over Tangible Book Value/Core Deposits		8.9	%		5.8	%		6.4	%		10.1	%

Price/Deposits		20.3	%		20.1	%		17.2	%		18.1	%

	Years Ended June 30,
	2017								2016
	Average								Average
	Outstanding					Yield/			Outstanding					Yield/
	Balance			Interest		Rate			Balance			Interest		Rate
	(Dollars in Thousands)
Interest-earning assets:
Loans (1)	$	266,377		$	13,242		4.97	%	$	257,539		$	13,339		5.18	%
Investment securities		93,222			2,492		2.67	%		93,395			2,340		2.50	%
Federal funds sold and other short-term investments		2,807			48		1.70	%		4,300			17		0.41	%
Total interest-earning assets		362,406			15,782		4.35	%		355,234			15,696		4.42	%
Allowance for loan losses		(3,913	)							(4,451	)
Total interest-earning assets net of allowance for loan losses		358,493								350,783
Non-interest earning-assets		45,035								43,557
Total assets	$	403,528							$	394,340
Interest-bearing liabilities:
Savings deposits	$	44,709			11		0.02	%	$	41,564			10		0.03	%
Money market		42,163			80		0.19	%		42,758			81		0.19	%
NOW accounts		64,750			26		0.04	%		59,812			23		0.04	%
Certificates of deposit		98,901			809		0.82	%		102,730			768		0.75	%
Total interest-bearing deposits		250,523			926		0.37	%		246,864			882		0.36	%
Borrowed funds		39,597			637		1.61	%		36,683			436		1.19	%
Total interest-bearing liabilities		290,120			1,563		0.54	%		283,547			1,318		0.46	%
Demand deposits		70,345								66,878
Other non-interest-bearing liabilities		(1,014	)							(3,552	)
Total liabilities
Stockholders' equity		44,077								47,467
Total liabilities and stockholders' equity	$	403,528							$	394,340
Net interest income				$	14,220							$	14,378
Net interest rate spread (2)							3.82	%							3.96	%
Net interest-earning assets (3)	$	72,286							$	71,687
Net interest margin (4)							3.92	%							4.05	%
Average interest-earning assets to interest-bearing liabilities							125	%							125	%

	Three Months Ended September 30, 2017 vs. 2016									Years Ended June 30, 2017 vs. 2016
	Increase (Decrease) Due To						Total Increase (Decrease)			Increase (Decrease) Due To						Total Increase (Decrease)
	Volume			Rate			Total Increase (Decrease)			Volume			Rate			Total Increase (Decrease)
	(Dollars in Thousands)
Interest income:
Loans (1)	$	554		$	(586	)	$	(32	)	$	449		$	(546	)	$	(97	)
Investment securities		(24	)		58			34			(4	)		156			152
Federal funds sold and other short-term investments		13			(10	)		3			(8	)		39			31

Total interest income		543			(538	)		5			437			(351	)		86

Interest expense:
Savings deposits		1			(1	)		-			1			-			1
Money market		(1	)		-			(1	)		(1	)		-			(1	)
NOW accounts		4			(2	)		2			2			1			3
Certificates of deposits		(83	)		76			(7	)		(29	)		70			41

Total deposits		(79	)		73			(6	)		(27	)		71			44
Borrowed funds		(47	)		70			23			37			164			201

Total interest expense		(126	)		143			17			10			235			245

Change in net interest	$	(669	)	$	(681	)	$	(12	)	$	427		$	(586	)	$	(159	)

	At September 30, 2017			At June 30 2017
	(Dollars in Thousands)
Mortgage loans on real estate:
One- to four-family	$	922		$	1,004
Commercial		416			652
Commercial		496			616
Total non-performing loans		1,834			2,272
Other real estate owned		3,865			5,139
Total non-performing assets	$	5,699		$	7,411
Performing troubled debt restructurings, not reported above	$	---		$	---

Ratios:
Non-performing loans to total loans		.69	%		.86	%
Non-performing assets to total assets		1.42	%		1.84	%

	Three Months Ended September 30,
	2017			2016
Ratios:
Net charge-offs to average loans outstanding		.02	%		.13	%
Allowance for loan losses to non-performing loans at end of period		187.79	%		172.82	%
Allowance for loan losses to total loans at end of period		1.27	%		1.53	%

	At September 30, 2017					At June 30, 2017
	Balance		Percent			Balance		Percent			$ Change			% Change
	(Dollars in Thousands)
Deposit type:
Demand deposits	$	79,507		24.7	%	$	74,086		22.9	%	$	5,421			7.3	%
Savings deposits		45,777		14.2	%		46,092		14.3	%		(315	)		(.7	)%
Money market		42,117		13.1	%		41,830		12.9	%		287			.7	%
NOW accounts		64,808		20.1	%		68,587		21.2	%		(3,779	)		(5.5	)%
Total transaction accounts		232,209		72	%		230,595		71.3	%		1,614			.7	%
Certificates of deposit		90,183		28	%		92,846		28.7	%		2,663			(2.9	)%
Total deposits	$	322,392				$	323,441				$	1,049			(.3	)%

	Actual					Minimum For Capital Adequacy Purposes					Minimum To Be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio
(Dollars in Thousands)
As of September 30, 2017
Tier 1 (core) capital	$	43,926		10.8	%	$	15,716		4	%	$	19,645		5.00	%
Common equity Tier 1 capital:	$	43,926		14.6	%	$	13,195		4.5	%	$	19,060		6.50	%
Tier 1 risk weighted capital:	$	43,926		14.6	%	$	17,594		6	%	$	23,458		8.00	%
Total risk weighted capital:	$	47,380		15.7	%	$	23,470		8	%	$	29,337		10.00	%

As of June 30, 2017
Tier 1 (core) capital	$	42,347		10.8	%	$	15,645		4	%	$	19,557		5.00	%
Common equity Tier 1 capital:	$	42,347		14.6	%	$	13,076		4.5	%	$	18,888		6.50	%
Tier 1 risk weighted capital:	$	42,347		14.6	%	$	17,435		6	%	$	23,246		8.00	%
Total risk weighted capital:	$	45,758		15.7	%	$	23,246		8	%	$	29,058		10.00	%

Change in Basis Points	% Change in Estimated Net Interest Income over 12 months		% Change in Estimated Net Interest Income over 24 months
400		(3.7%)	(4.6%)
300		(2.8%)	(3.5%)
200		(1.8%)	(2.3%)
100		(0.9%)	(1.1%)
0		--	--
(100)		(1.1%)	(1.1%)
(200)		(0.7%)	(0.2%)
(300)		(0.5%)	0.1%
(400)		(0.3%)	0.2%

	June 30, 2017
	Total		One Year or Less		More Than One Year Through Three Years		More Than Three Years Through Five Years		Over Five Years
	(In Thousands)
Federal Home Loan Bank of Indianapolis advances	$	27,421	$	8,500	$	10,650	$	3,771	$	4,500
Lease commitments		1,023		255		394		218		156
Other long-term borrowings		7,595		200		2,395		-		5,000
Total contractual obligations	$	36,039	$	8,955	$	13,439	$	3,989	$	9,656

	September 30, 2017		June 30, 2017
	(In Thousands)
Commitments to grant loans(1)	$	7,020	$	5,199
Commercial loan lines-of-credit(2)		5,485		11,202
Unused portions of home equity lines-of-credit(3)		8,130		6,989
Unused portion of construction loans(4)		10,560		19,768
Unused portion of personal lines-of-credit(5)		0		0
Standby letters of credit(6)		391		559
Financial letters of credit		63		98

Total loan commitments	$	31,649	$	43,815

Name of Beneficial Owner	Number of Universal common stock beneficially owned	Percent of class ⁽¹⁾
Directors and Executive Officers

Mark L. Barkley, Chairman of the Board	13,375	17.60%
Bradford N. Barkley, Vice Chairman of the Board	7,943	10.45%
Roland F. Nobis, Director	1,075	1.41%
Robert Goecker, Director	667	*
Hon. Edward W. Najam Jr., Director	100	*
Brian C. Hewitt, Esq., Director	100	*
John S Rowe, Director	85	*
Christopher D. Smith, Director	85	*
James C. Miller, Director	---	*
Bill C. Brown, Director	75	*
William B. McNeely, Director, President and CEO	75	*
Chad M. Riddle, Executive Vice President Bloom Bank	---	*
D. Scott Robinson, Executive Vice President Bloom Bank	---	*
Gregory L. Hartz, Executive Vice President Bloom Bank	---	*
All directors and executive officers, as a group (14 persons)	23,580	31.03%

Beneficial Owners Greater than 5% Who are Not Directors or Executive Officers

Craig S. Barkley	13,806	18.17%
Eleanor T. Barkley, Limited Partnership	8,250	10.86%
Julie A. Hirsch	5,320	7.00%
Frank J. Steinmetz	11,207	14.75%

	Stock Price				Dividends per Share
	High		Low		Dividends per Share
Fiscal 2018 Quarters
First Quarter (through 01/__/18)	$	[ •]	$	[•]		---

Fiscal 2017 Quarters:
Fourth Quarter (ended 12/31/17)	$	40.35	$	36.55	$	0.18
Third Quarter (ended 09/30/17)		38.65		32.75		0.16
Second Quarter (ended 06/30/17)		36.25		31.25		0.16
First Quarter (ended 03/31/17)		33.55		29.75		0.16

Fiscal 2016 Quarters:
Fourth Quarter (ended 12/31/16)	$	34.90	$	26.50	$	0.16
Third Quarter (ended 09/30/16)	28.90		27.10		0.14
Second Quarter (ended 06/30/16)	28.20		24.82		0.14
First Quarter (ended 03/31/16)	26.13		22.75		0.14

MUTUALFIRST		UNIVERSAL
Authorized Capital Stock

The authorized capital stock of MutualFirst consists of 25,000,000 shares of capital stock, classified as follows: · 20,000,000 shares of common stock, par value $.01 per share; and · 5,000,000 shares of preferred stock, par value $.01 per share. MutualFirst is authorized under its articles of incorporation to issue additional shares of authorized capital stock, and set the terms of preferred stock, generally without shareholder approval.		The authorized capital stock of Universal consists of 200,000 shares of capital stock, classified as follows:
		· 100,000 shares of common stock, no par value; and
		· 100,000 shares of preferred stock, no par value.
		Universal is authorized under its articles of incorporation to issue additional shares of authorized capital stock, and set the terms of preferred stock, generally without shareholder approval.

Dividends
Under Maryland law, MutualFirst is permitted to pay dividends or make other distributions unless after the distribution: (1) MutualFirst would not be able to pay its debts as they become due in the usual course of business; or (2) MutualFirst's total assets would be less than the sum of its total liabilities, plus, unless MutualFirst's articles of incorporation permit otherwise, the amount that would be needed, if MutualFirst were dissolved at the time of the distribution, to satisfy preferential rights of shareholders whose preferential rights are superior to those receiving the distribution.		Indiana law is substantially the same as Maryland law with regard to Universal's ability to pay dividends or make other distributions.

Advance Notice Provisions

MutualFirst's bylaws provide that MutualFirst must receive written notice of any shareholder proposal for business at an annual meeting of shareholders, or any shareholder director nomination for an annual meeting of shareholders, not less than 90 days or more than 120 days before the anniversary of the preceding year's annual meeting. If, however, the date of the current year annual meeting is advanced by more than 30 days or delayed by more than 60 days from the anniversary date of the preceding year's annual meeting, notice of the proposal or nomination must be received by MutualFirst no earlier than the 120 ^th day prior to the annual meeting or later than the close of business on the later of the 90 ^th day prior to the annual meeting or the 10 ^th day following the day on which notice of the meeting is mailed or public announcement of the meeting date is first made.		Universal's bylaws do not contain any substantially similar advance notice provisions.

Voting Limitations

Charter Provision. MutualFirst's articles of incorporation generally prohibits any shareholder that beneficially owns more than 10% of the outstanding shares of MutualFirst common stock from voting shares in excess of this limit. No shareholder has the right of cumulative voting in the election of directors.		Charter Provision. Universal's articles of incorporation do not contain any substantially similar voting limitation provision. No shareholder has the right of cumulative voting in the election of directors.

State Law. The Maryland General Corporation Law, which we refer to as the MGCL, contains a control share acquisition statute which, in general terms, provides that where a shareholder acquires issued and outstanding shares of a corporation's voting stock (referred to as control shares) within one of several specified ranges (one-tenth or more but less than one-third, one-third or more but less than a majority, or a majority or more), approval by shareholders of the control share acquisition must be obtained before the acquiring shareholder may vote the control shares. The required shareholder vote is two-thirds of all votes entitled to be cast, excluding "interested shares," defined as shares held by the acquiring person, officers of the corporation and employees who are also directors of the corporation. A corporation may, however, opt-out of the control share statute through a charter or bylaw provision, which MutualFirst has done pursuant to its articles of incorporation. Accordingly, the Maryland control share acquisition statute does not apply to acquisitions of shares of MutualFirst common stock. Though not expected, MutualFirst could decide to become subject to the Maryland control share acquisition statute by amending its bylaws to eliminate the opt-out provision. See "—Amendment of Corporate Governance Documents."		State Law. The IBCL contains a control share acquisition statute which works in a manner similar to the Maryland control share acquisition statute, except that under the Indiana statute (1) the control share acquisition ranges are one-fifth or more but less than one-third, one-third or more but less than a majority, or a majority or more and (2) the shareholder vote required to enable the acquiring shareholder to vote the control shares is a majority of all votes entitled to be cast, excluding interested shares. While a corporation may opt-out of the Indiana control share acquisition statue through a provision in its articles of incorporation or bylaws, Universal has not done so. Accordingly, the Indiana control share acquisition statute applies to acquisitions of shares of Universal common stock. The statute does not, however, apply to the merger.

Number, Classification and Election of Directors

MutualFirst's board of directors is divided into three classes, with the members of each class of directors serving staggered three-year terms. MutualFirst's articles of incorporation provide that MutualFirst will have the number of directors fixed by its board of directors by a vote of a majority of the whole board (meaning the total number of directors MutualFirst would have if there were no vacancies on the board). MutualFirst currently has 12 directors. Directors are elected by a plurality of the votes cast by the holders of the shares entitled to vote for directors. In accordance with the terms of the merger agreement, on or prior to the closing of the merger, MutualFirst's Board of Directors will select at least one, and not more than two, mutually agreeable existing Universal directors to become a member of the board of directors of MutualFirst as of the effective time of the merger.		Universal's board of directors is elected annually. Universal's articles of incorporation provide that the number of directors shall be fixed by its bylaws at any number. Universal currently has 11 directors. Directors are elected by a majority of the shares represented at the annual shareholders' meeting.

Removal of Directors

MutualFirst's articles of incorporation provide that, subject to the rights of the holders of any series of preferred stock then outstanding, directors may be removed from office only for cause and only by the vote of the holders of at least 80% of the voting power of the outstanding shares of capital stock entitled to vote generally in the election of directors (after giving effect to the 10% voting limitation in MutualFirst's charter as described above under "-Voting Limitations"), voting together as a single class.		Universal's bylaws provide that directors may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote at a meeting of the shareholders called for that purpose.

Filling Vacancies on the Board of Directors

MutualFirst's articles of incorporation and bylaws provide that, subject to the rights of the holders of any series of preferred stock then outstanding, any vacancies in the board of directors resulting from an increase in the size of the board or the death, resignation or removal of a director may be filled only by a majority vote of the directors then in office, even if less than a quorum, and any director so chosen shall hold office until the next annual meeting of shareholders, at which time the shareholders will elect a director to hold office for the balance of the remaining term.		Universal's bylaws provide that vacancies in the board of directors resulting from death, resignation, removal, or other cause may be filled by a majority vote of the remaining directors, and any director so chosen shall hold office for a term expiring at the next annual meeting of shareholders. In the event the vote of the remaining directors is a tie, the vacancy is required to be filled by the shareholders at the next annual meeting or at a special meeting called for such purpose.

Amendment of Corporate Governance Documents

Amendment of Charter. MutualFirst's articles of incorporation generally may be amended upon		Amendment of Charter. Universal's articles of incorporation provide that they may be amended in