FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

         This First  Amendment  to  Employment  Agreement,  made and dated as of
March 31,  1997,  by and  between  MFB  Financial  (formerly  Mishawaka  Federal
Savings), a federal savings bank ("Employer"),  and William L. Stockton,  Jr., a
resident of St.  Joseph  County,  Indiana  ("Employee"),  amends the  Employment
Agreement  entered into by and between the  Employer  and  Employee  dated as of
March 24, 1994 (the "Employment Agreement") as follows:

         1. Paragraph 3 of the Employment Agreement is amended to provide:

                  "3. The term of this Agreement  shall begin April 1, 1997 (the
         "Effective  Date")  and  shall  end on the date  which  is three  years
         following  such  date;  provided,  however,  that  such  term  shall be
         extended  for an  additional  month  on the  first  day of  each  month
         succeeding  April 1, 1997,  so as to continue to maintain a  three-year
         term and  shall  continue  to be so  extended  if  Employer's  Board of
         Directors  determines by resolution to extend this  Agreement  prior to
         each  anniversary  of the Effective  Date. If either party hereto gives
         written  notice to the other party not to extend this  Agreement in any
         given month or if the Board does not  determine to extend the Agreement
         prior to each  anniversary of the Effective Date, no further  extension
         shall  occur  and the term of this  Agreement  shall  end  three  years
         subsequent  to the first day of the month in which  such  notice not to
         extend is given or three  years  subsequent  to the  anniversary  as of
         which the Board does not elect to  continue  extending  this  Agreement
         (such term, including any extension thereof shall herein be referred to
         as the "Term").  Notwithstanding  the foregoing,  this Agreement  shall
         automatically terminate (and the Term of this Agreement shall thereupon
         end) without notice when Employee attains 65 years of age."

         2. All other terms of the Employment Agreement remain in full force and
effect and are unchanged by this Amendment to Employment Agreement.

         IN  WITNESS  WHEREOF,   the  parties  have  caused  this  Amendment  to
Employment  Agreement to be executed and  delivered as of the day and year first
above set forth.


                                         MFB FINANCIAL

                                         By: /s/ Charles J. Viater
                                             ------------------------------
                                             Charles J. Viater, President

                                             "Employer"


                                             /s/ William L. Stockton,  Jr.
                                             ------------------------------
                                             William L. Stockton,  Jr.

                                             "Employee"