8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported)   July 18, 2008
MutualFirst Financial, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Maryland	000-27905	35-2085640
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
110 E. Charles Street Muncie, Indiana		47305-2419
(Address of Principal Executive Offices)		(Zip Code)
(765) 747-2800
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)  

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)  

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))  

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))  

On July 24, 2008, MutualFirst Financial, Inc. (“MutualFirst”) filed a Current Report on Form 8-K to report the completion of its acquisition of MFB Corp. (“MFB”). In that filing, MutualFirst indicated that it would amend the Form 8-K at a later date to include the financial information required by Item 9.01.  This amendment is being filed to provide such financial information.

Item 9.01.  Financial Statements and Exhibits

(a)	Financial Statements of Businesses Acquired
	The audited consolidated financial statements of MFB as of September 30, 2007 and 2006 and for each of the three years in the three-year period ended September 30, 2007 are filed as Exhibit 99.2 (incorporated herein by reference to MFB’s Annual Report on Form 10-K for the fiscal year ended September 30, 2007).
	The unaudited consolidated condensed balance sheet of MFB as of June 30, 2008 and the unaudited consolidated condensed statements of income, stockholders' equity and cash flows of MFB for the nine months ended June 30, 2008 and 2007 are filed as Exhibit 99.3 and incorporated herein by reference.
(b)	Pro Forma Financial Information
	The pro forma financial information required by this Item is filed as Exhibit 99.4 and is incorporated herein by reference.
(d)	Exhibits
	23.1	Consent of Crowe Horwath LLP
	99.2	Audited consolidated financial statements of MFB as of September 30, 2007 and 2006 and for each of the three years in the three-year period ended September 30, 2007 (incorporated herein by reference to MFB’s Annual Report on Form 10-K for the fiscal year ended September 30, 2007 (File No. 001-12279))
	99.3	Unaudited consolidated condensed balance sheet of MFB as of June 30, 2008 and unaudited consolidated condensed statements of income, stockholders' equity and cash flows of MFB for the nine months ended June 30, 2008 and 2007
	99.4	Unaudited pro forma combined condensed consolidated financial information as of June 30, 2008 and for the six months and year ended June 30, 2008 and December 31, 2007, respectively

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 3, 2008	MUTUALFIRST FINANCIAL, INC.
	By:	/s/ David W. Heeter
		David W. Heeter President and Chief Executive Officer

3

EXHIBIT INDEX

Exhibit No.	Description
23.1	Consent of Crowe Horwath LLP
99.2	Audited consolidated financial statements of MFB as of September 30, 2007 and 2006 and for each of the three years in the three-year period ended September 30, 2007 (incorporated herein by reference to MFB’s Annual Report on Form 10-K for the fiscal year ended September 30, 2007 (File No. 001-12279))
99.3	Unaudited consolidated condensed balance sheet of MFB as of June 30, 2008 and unaudited consolidated condensed statements of income, stockholders' equity and cash flows of MFB for the nine months ended June 30, 2008 and 2007
99.4	Unaudited pro forma combined condensed consolidated financial information as of June 30, 2008 and for the six months and year ended June 30, 2008 and December 31, 2007, respectively

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Form 8-K/A of MutualFirst Financial Inc., filed with the Securities and Exchange Commission on October 3, 2008, of our report dated December 7, 2007 on the consolidated financial statements of MFB Corp. as of September 30, 2007 and 2006 and for each of the three years in the period ended September 30, 2007.

/s/ Crowe Horwath LLP

Crowe Horwath LLP

South Bend, Indiana

October 3, 2008

EX-99.3

EXHIBIT 99.3

MFB CORP. AND SUBSIDIARIES
Consolidated Condensed Balance Sheets
(In thousands)
	June 30,			September 30,
	2008			2007
	(Unaudited)
Assets
Cash	$	2,521		$	7,546
Interest-bearing demand deposits		14,067			15,924
Cash and cash equivalents		16,588			23,470
Investment securities available for sale		26,342			33,409
Loans held for sale		-			612
Loans		385,689			407,756
Allowance for loan losses		(4,874	)		(5,298	)
Net loans		380,815			402,458
Premises and equipment		19,127			18,506
Federal Home Loan Bank of Indianapolis stock, at cost		7,717			9,718
Cash surrender value of life insurance		10,943			10,565
Mortgage servicing rights, net		2,019			2,253
Other intangible asset		1,625			1,922
Goodwill		1,970			1,970
Other assets		8,999			5,565
Total assets	$	476,145		$	510,448
Liabilities
Deposits
Non-interest-bearing	$	28,013		$	39,043
Interest bearing		300,044			294,760
Total deposits		328,057			333,803
Federal Home Loan Bank advances		94,678			124,258
Other borrowings		5,224			5,540
Other liabilities		5,319			5,790
Total liabilities		433,278			469,391
Commitments and Contingent Liabilities
Stockholders' Equity
Common stock, 5,000,000 shares authorized;       shares issued: 1,689,417 - 6/30/08 and 9/30/07;       shares outstanding: 1,392,381 - 6/30/08 and       1,313,671 - 9/30/07		12,593			12,500
Retained earnings - substantially restricted		38,181			37,841
Accumulated other comprehensive loss		(703	)		(308	)
Treasury stock: 297,036 common shares - 6/30/08 and
375,746 common shares - 9/30/07, at cost		(7,204	)		(8,976	)
Total stockholders' equity		42,867			41,057
Total liabilities and stockholders' equity	$	476,145		$	510,448
See notes to consolidated condensed financial statements.

1

MFB CORP. AND SUBSIDIARIES
Consolidated Condensed Statements of Income
(Unaudited)
(In thousands)
	Nine Months Ended
	June 30
	2008			2007
Interest Income
Loans receivable, including fees	$	19,373		$	19,463
Securities - taxable		1,344			2,043
Other interest-earning assets		372			255
Total interest income		21,089			21,761
Interest Expense
Deposits		7,288			7,662
Securities sold under agreements to repurchase		9			-
FHLB advances and other borrowings		4,311			4,266
Total interest expense		11,608			11,928
Net Interest Income		9,481			9,833
Provision for losses on loans		40			(1,654	)
Net Interest Income After Provision for Loan Losses		9,441			11,487
Other Income
Service charges on deposit accounts		2,347			2,417
Trust and brokerage fee income		1,460			414
Insurance commissions		32			21
Net realized gains from sales of loans		389			239
Mortgage servicing asset (impairment)		(238	)		9
Net gain (loss) on securities available for sale		(890	)		393
Earnings on life insurance		336			-
Other income		538			969
Total other income		3,974			4,462
Other Expenses
Salaries and employee benefits		6,748			6,151
Occupancy and equipment expenses		2,300			2,342
Professional and consulting fees		627			612
Data processing expense		534			625
Other expenses		2,391			2,495
Total other expenses		12,600			12,225
Income Before Income Tax		815			3,724
Income tax expense (benefit)		(141	)		949
Net Income	$	956		$	2,775
Basic earnings per share	$	0.70		$	2.10
Diluted earnings per share	$	0.69		$	2.03
Dividends per share	$	0.495		$	0.495
See notes to consolidated condensed financial statements.

2

MFB CORP. AND SUBSIDIARIES
Consolidated Condensed Statement of Stockholders' Equity
(Unaudited)
	Nine Months Ended
	June 30,
	2008			2007
Balance at beginning of period	$	41,057		$	38,939
Stock based compensation expense		23			28
Purchase of treasury stock		(35	)		(575	)
Stock option exercise - issuance of treasury stock		1,975			163
Tax benefit related to employee stock plan		62			37
Cash dividends declared		(776	)		(653	)
Comprehensive income:
Net income		956			2,775
Other comprehensive income, net of tax		(395	)		277
Total comprehensive income		561			3,052
Balance at end of period	$	42,867		$	40,991
See notes to consolidated condensed financial statements.

3

MFB CORP. AND SUBSIDIARIES
Consolidated Condensed Statements of Cash Flows
(Unaudited)
	Nine Months Ended
	June 30,
	2008			2007
Operating Activities
Net income	$	956			2775
Adjustments to reconcile net income to net cash from operating activities
Depreciation and amortization, net of accretion		930			1,014
Provision for loan losses		40			(1,654	)
Net realized gains from sales of loans		(389	)		(239	)
Other-than-temporary impairments on available for sale securities		1,042
Amortization of mortgage servicing rights		177			237
Amortization of intangible assets and purchase adjustments		403			291
Origination of loans held for sale		(21,691	)		(8,910	)
Expense of mortgage servicing rights		295			-
Proceeds from sales of loans held for sale		22,692			10,632
Stock based compensation expense		23			28
Net change in:
Accrued interest receivable		170			15
Other assets		(3,621	)		90
Accrued expenses and other liabilities		899			381
Cash value of life insurance		(378	)		(203	)
Net cash provided by operating activities		1,548			4,457
Cash flows from investing activities
Net change in loans receivable		21,265			(20,603	)
Stock repurchase by FHLB		2,001			446
Proceeds from maturities and paydowns available for sale securities		5,427			17,312
Purchase of premises and equipment, net		(1,551	)		(290	)
Purchase of life insurance		-			(37	)
Net cash provided by (used in) investing activities		27,142			(3,172	)
Cash flows from financing activities
Purchase of treasury stock		(35	)		(575	)
Net change in deposits		(6,903	)		(7,138	)
Proceeds from FHLB borrowings		34,832			102,755
Repayment of FHLB borrowings		(64,412	)		(88,851	)
Repayment of other borrowings		(316	)		-
Proceeds from exercise of stock options, including tax benefit		2,038			200
Cash dividends paid		(776	)		(653	)
Net cash provided by (used in) financing activities		(35,572	)		5,738
Net Change in Cash and Cash Equivalents		(6,882	)		7,023
Cash and Cash Equivalents, Beginning of Year		23,470			16,289
Cash and Cash Equivalents, End of Year	$	16,588		$	23,312
Additional Cash Flows Information
Interest paid	$	11,926		$	12,090
Income tax paid		489			1,132
Transfers from loans to foreclosed real estate		207			1,113
See notes to consolidated condensed financial statements.

4

NOTE 1 - BASIS OF PRESENTATION AND ACCOUNTING POLICIES

Basis of Presentation: The accompanying unaudited consolidated financial statements were prepared in accordance with instructions for interim financial statements and, therefore, do not include all disclosures required by accounting principles generally accepted in the United States of America for a complete presentation of the financial  statements.  In the opinion of management, the consolidated financial statements contain all normal recurring adjustments necessary to present fairly the consolidated balance sheets of MFB Corp. and its subsidiary MFB Financial as of June 30, 2008 and September 30, 2007, and the consolidated statements of income, the condensed consolidated statements of changes in stockholders’ equity and the consolidated statements of cash flows for the nine months ended June 30, 2008 and 2007.  All significant intercompany transactions and balances are eliminated in consolidation.

Reclassifications: Certain items in the prior consolidated financial statements are reclassified to conform with the current presentation.

NOTE 2 - EARNINGS PER SHARE
Earnings per share were computed as follows: (Dollars and weighted average shares in thousands except per share data)
	Nine Months Ended Ended June 30,
	2008						2007
	Income		Weighted- Average Shares		Per-Share Amount		Income		Weighted- Average Shares		Per-Share Amount
	(000's)		(000's)				(000's)
Basic Earnings Per Share
Income available to common shareholders	$	956		1,363	$	0.70	$	2,775		1,319	$	2.10
Effect of Dilutive securities
Stock options				23						50
Diluted Earnings Per Share
Income available to common stockholders             and assumed conversions	$	956		1,386	$	0.69	$	2,775		1,369	$	2.03

5

EX-99.4

EXHIBIT 99.4

UNAUDITED PRO FORMA COMBINED CONDENSED

CONSOLIDATED FINANCIAL INFORMATION

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

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

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

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

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

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

1

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

2

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

3

UNAUDITED PRO FORMA COMBINED CONDENSED

CONSOLIDATED INCOME STATEMENT

For the 12 Months Ended December 31, 2007

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

4

Note 1 – Basis of Presentation

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

Note 2 – Purchase Price

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

Note 3 – Allocation of Purchase Price

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

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

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

5

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

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

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

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

6