REVOCABLE PROXY

                           MUTUALFIRST FINANCIAL, INC.
                         SPECIAL MEETING OF SHAREHOLDERS
                          [____________________], 2000

         The  undersigned  hereby appoints the Board of Directors of MutualFirst
Financial,  Inc.  ("MutualFirst"),  and  its  successors,  with  full  power  of
substitution,  to act as attorneys and proxies for the  undersigned  to vote all
shares of common stock of MutualFirst  which the undersigned is entitled to vote
at  the  Special  Meeting  of  Shareholders  (the  "Meeting"),  to  be  held  on
[______________],  2000,  at  [__________________________________]   located  at
[__________________________________]  at [__:__] [_].m.,  local time, and at any
and all adjournments thereof, as follows:


         I.       The approval of an Agreement and Plan of Merger by and between
                  MutualFirst Financial, Inc. and Marion Capital Holdings, Inc.,
                  dated June 7, 2000 and the  approval of the issuance of shares
                  of MutualFirst common stock in the merger.

                   FOR               AGAINST         ABSTAIN
                   ---                 ---             ---
                  |   |               |   |           |   |
                   ---                 ---             ---


         II. The  ratification  of the  adoption  of the 2000  Stock  Option and
Incentive Plan.

                   FOR               AGAINST         ABSTAIN
                   ---                 ---             ---
                  |   |               |   |           |   |
                   ---                 ---             ---


         III.  The  ratification  of the  adoption of the 2000  Recognition  and
Retention Plan.

                   FOR               AGAINST         ABSTAIN
                   ---                 ---             ---
                  |   |               |   |           |   |
                   ---                 ---             ---


In their  discretion,  the proxies are  authorized to vote on any other business
that may properly come before the Meeting or any adjournment thereof.

  The Board of Directors recommends a vote "FOR" each of the listed proposals.

THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY  WILL BE VOTED  FOR  EACH OF THE  PROPOSALS  LISTED  ABOVE.  IF ANY  OTHER
BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN
THIS PROXY IN THEIR BEST  JUDGMENT.  AT THE PRESENT TIME, THE BOARD OF DIRECTORS
KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.





          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS


         The  shareholder  may revoke  this proxy at any time before it is voted
by: (1) filing with the  Corporate  Secretary  of  MutualFirst  at or before the
Meeting a written notice of revocation  bearing a later date than the proxy; (2)
duly executing a subsequent  proxy relating to the same shares and delivering it
to the Corporate  Secretary of the MutualFirst at or before the Meeting;  or (3)
attending the Meeting and voting in person  (although  attendance at the Meeting
will not in and of itself  constitute  revocation of a proxy).  If this proxy is
properly revoked as described above, then the power of the attorneys and proxies
shall be deemed terminated and of no further force and effect.

         The undersigned  acknowledges  receipt from  MutualFirst,  prior to the
execution  of  this  proxy,   of  Notice  of  the  Meeting  and  a  Joint  Proxy
Statement/Prospectus.




               Dated:  ________________________




               ------------------------------       ----------------------------
               PRINT NAME OF SHAREHOLDER            PRINT NAME OF SHAREHOLDER



               ------------------------------       ----------------------------
               SIGNATURE OF SHAREHOLDER             SIGNATURE OF SHAREHOLDER


                                            Please  sign  exactly  as your  name
                                            appears  above  on this  card.  When
                                            signing   as   attorney,   executor,
                                            administrator,  trustee, guardian or
                                            corporate  officer  please give your
                                            full  title.   If  shares  are  held
                                            jointly, each holder should sign.


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        PLEASE PROMPTLY COMPLETE, DATE, SIGN AND MAIL THIS PROXY IN
                         THE ENCLOSED POSTAGE-PAID ENVELOPE
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                                                     YES                 NO
I Plan to attend the MutualFirst Financial, Inc.      _                  _
Meeting.                                             |_|                |_|