[X]   PLEASE MARK VOTES                REVOCABLE PROXY
      AS IN THIS EXAMPLE                   MFB CORP.



                         ANNUAL MEETING OF SHAREHOLDERS
                                JANUARY 20, 2004

     The undersigned hereby appoints Michael J. Portolese and Timothy C. Boenne,
with full  powers of  substitution,  to act as  attorneys  and  proxies  for the
undersigned  to vote  all  shares  of  capital  stock  of MFB  Corp.  which  the
undersigned is entitled to vote at the Annual Meeting of Shareholders to be held
at the McKinley Branch Office, 411 W. McKinley Avenue,  Mishawaka,  Indiana,  on
Tuesday,  January  20,  2004,  at 7:00  P.M.,  and at any  and all  adjournments
thereof, as follows:





                                     --------------------------------
Please be sure to sign and           Date
date this Proxy in the box
below.


- --------------------------------     --------------------------------
Shareholder sign above               Co-holder (if any) sign above


                                               For      With-   For All
                                                        hold    Except
1.    The election as directors of             [ ]       [ ]      [ ]
      Christine A. Lauber and
      Reginald H. Wagle
      (except as marked to the contrary below).

INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in the space provided below.

- --------------------------------------------------------------------------------

                                               For      Against      Abstain

2.    Ratification of the appointment of       [ ]        [ ]          [ ]
      Crowe, Chizek and Company LLC as
      auditors for the fiscal year ending
      September 30, 2004.

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

     THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

     This proxy may be revoked at any time prior to the voting thereof.

     The undersigned acknowledges receipt from MFB Corp., prior to the execution
of this  proxy,  of a Notice of the  Meeting,  a Proxy  Statement  and an Annual
Report to Shareholders.

     THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED,
THIS  PROXY  WILL BE VOTED  FOR EACH OF THE  PROPOSITIONS  STATED.  IF ANY OTHER
BUSINESS IS PRESENTED AT SUCH  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.

     Detach above card, sign, date and mail in postage-paid envelope provided.

                                    MFB CORP.

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     Please  sign as  your  name  appears  hereon.  When  signing  as  attorney,
executor,  administrator,  trustee or guardian,  please give your full title. If
shares are held jointly, each holder should sign.


                               PLEASE ACT PROMPTLY
                     SIGN, DATE & MAIL YOUR PROXY CARD TODAY
- --------------------------------------------------------------------------------

IF YOUR ADDRESS HAS CHANGED,  PLEASE  CORRECT THE ADDRESS IN THE SPACE  PROVIDED
BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.

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