MFB FINANCIAL
                          SALARY CONTINUATION AGREEMENT


         THIS SALARY CONTINUATION AGREEMENT (this "Agreement") is adopted this
18th day of September, 2007, by and between MFB FINANCIAL, a savings association
located in Mishawaka, Indiana (the "Bank"), and CHARLES J. VIATER (the
"Executive").

       The purpose of this Agreement is to provide specified benefits to the
Executive, a member of a select group of management or highly compensated
employees who contribute materially to the continued growth, development and
future business success of the Bank. This Agreement shall be unfunded for tax
purposes and for purposes of Title I of the Employee Retirement Income Security
Act of 1974 ("ERISA"), as amended from time to time.

                                    Article 1
                                   Definitions

         Whenever used in this Agreement, the following words and phrases shall
have the meanings specified:

1.1      "Accrual Balance" means the liability that should be accrued by the
         Bank, under generally accepted accounting principles ("GAAP"), for the
         Bank's obligation to the Executive under this Agreement, by applying
         Accounting Principles Board Opinion Number 12 ("APB 12") as amended by
         Statement of Financial Accounting Standards Number 106 ("FAS 106") and
         the Discount Rate. Unless otherwise specified herein, any one of a
         variety of amortization methods may be used to determine the Accrual
         Balance. However, once chosen, the method must be consistently applied.

1.2      "Beneficiary" means each designated person or entity, or the estate of
         the deceased Executive, entitled to any benefits upon the death of the
         Executive pursuant to Article 4.

1.3      "Beneficiary Designation Form" means the form established from time to
         time by the Plan Administrator that the Executive completes, signs and
         returns to the Plan Administrator to designate one or more
         Beneficiaries.

1.4      "Board" means the Board of Directors of the Bank as from time to time
         constituted.
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1.5      "Change in Control" shall mean any of the following:
          -----------------

         (i)      a change in the  ownership  of the Bank or the MFB Corp.,
                  which shall occur on the date that any one person,  or more
                  than one person acting as a group,  acquires  ownership of
                  stock of the Bank or the MFB Corp.  that,  together with stock
                  held by such person or group,  constitutes more than fifty
                  percent  (50%) of the total fair market  value or total
                  voting  power of the stock of the Bank or the MFB Corp..  Such
                  acquisition may occur as a result of a merger of the MFB Corp.
                  or the Bank into another  entity  which pays  consideration
                  for the shares of capital  stock of the merging  MFB Corp.
                  or Bank.  However,  if any one  person,  or more than one
                  person  acting as a group,  is  considered  to own more than
                  fifty  percent  (50%) of the total fair market  value or
                  total  voting  power of the stock of the Bank or the
                  MFB Corp.,  the  acquisition  of  additional stock by the same
                  person or persons is not  considered  to cause a change in the
                  ownership of the Bank or the MFB  Corp.  (or to cause a change
                  in the  effective  control  of the Bank or the MFB Corp.
                  (within the meaning of subsection  (ii)).  An increase in the
                  percentage of stock owned by any one person,  or persons
                  acting as a group,  as a result of a transaction in which the
                  Bank or the MFB Corp.  acquires its stock in exchange for
                  property will be treated as an  acquisition  of stock for
                  purposes of this  subsection.  This  subsection  applies only
                  when there is a transfer of stock of the Bank or the MFB Corp.
                  (or  issuance  of stock of the Bank or the MFB  Corp.) and
                  stock in the Bank or the MFB Corp. remains outstanding after
                  the transaction.

         (ii)     a change in the effective control of the Bank or the MFB
                  Corp., which shall occur only on either of the following
                  dates:

                  1)       the date any one person, or more than one person
                           acting as a group acquires (or has acquired during
                           the 12 month period ending on the date of the most
                           recent acquisition by such person or persons)
                           ownership of stock of the Bank or the MFB Corp.
                           possessing thirty percent (30%) or more of the total
                           voting power of the stock of the Bank or the MFB
                           Corp.

                  2)       the date a majority of members of the MFB Corp.'s
                           board of directors is replaced during any 12 month
                           period by directors whose appointment or election is
                           not endorsed by a majority of the members of the MFB
                           Corp.'s board of directors before the date of the
                           appointment or election; provided, however, that this
                           provision shall not apply if another corporation is a
                           majority shareholder of the MFB Corp.

         If any one person,  or more than one person acting as a group,  is
         considered to  effectively  control the Bank or the MFB Corp.,  the
         acquisition  of  additional  control of the Bank or the MFB Corp. by
         the same person or  persons is not  considered  to cause a change in
         the  effective  control of the Bank or the MFB Corp.  (or to cause a
         change  in the  ownership  of the  Bank or the MFB  Corp.  within  the
         meaning  of subsection (i) of this section).

         (iii)    a change in the ownership of a  substantial  portion of the
                  Bank's  assets,  which shall occur on the date  that any one
                  person,  or more than one  person  acting  as a group,
                  acquires  (or has acquired  during the 12 month period  ending
                  on the date of the most recent  acquisition  by such
                  person or persons)  assets  from the Bank that have a total
                  gross fair market  value equal to or more than forty  percent
                  (40%) of the total gross fair market  value of all of the
                  assets of the Bank immediately  before such acquisition or
                  acquisitions.  For this purpose,  gross fair market value
                  means the value of the assets of the Bank,  or the value of
                  the assets  being  disposed of, determined  without regard to
                  any liabilities  associated with such assets.  No change in
                  control occurs under this  subsection  (iii) when there is a
                  transfer to an entity that is  controlled by the  shareholders
                  of the Bank  immediately  after the transfer.  A transfer of
                  assets by the Bank is not treated as a change in the ownership
                  of such assets if the assets are transferred to:

                  1)       a shareholder of the Bank (immediately before the
                           asset transfer) in exchange for or with respect to
                           its stock;

                  2)       an entity, 50 percent or more of the total value or
                           voting power of which is owned, directly or
                           indirectly, by the Bank.

                  3)       a person, or more than one person acting as a group,
                           that owns, directly or indirectly, 50 percent or more
                           of the total value or voting power of all the
                           outstanding stock of the Bank; or

                  4)       an entity, at least 50 percent of the total value or
                           voting power of which is owned, directly or
                           indirectly, by a person described in paragraph (iii).

         For purposes of this subsection (iii) and except as otherwise provided
         in paragraph 1) above, a person's status is determined immediately
         after the transfer of the assets.

         (iv)     For purposes of this section, persons will not be considered
                  to be acting as a group solely because they purchase or own
                  stock of the same corporation at the same time, or as a result
                  of the same public offering. Persons will be considered to be
                  acting as a group if they are owners of a corporation that
                  enters into a merger, consolidation, purchase or acquisition
                  of stock, or similar business transaction with the Bank or the
                  MFB Corp.; provided, however, that they will not be considered
                  to be acting as a group if they are owners of an entity that
                  merges into the Bank or the MFB Corp. where the Bank or the
                  MFB Corp. is the surviving corporation.

1.6      "Code" means the Internal Revenue Code of 1986, as amended, and all
         regulations and guidance thereunder, including such regulations and
         guidance as may be promulgated after the Effective Date.

1.7      "Disability" means the Executive: (i) is unable to engage in any
         substantial gainful activity by reason of any medically determinable
         physical or mental impairment which can be expected to result in death
         or can be expected to last for a continuous period of not less than
         twelve (12) months; or (ii) is, by reason of any medically determinable
         physical or mental impairment which can be expected to result in death
         or can be expected to last for a continuous period of not less than
         twelve (12) months, receiving income replacement benefits for a period
         of not less than three (3) months under an accident and health plan
         covering employees or directors of the Bank. Medical determination of
         Disability may be made by either the Social Security Administration or
         by the provider of disability insurance covering employees or directors
         of the Bank provided that the definition of "disability" applied under
         such insurance program complies with the requirements of the preceding
         sentence. Upon the request of the Plan Administrator, the Executive
         must submit proof to the Plan Administrator of the Social Security
         Administration's or the provider's determination.

1.8      "Discount Rate" means the rate used by the Plan Administrator for
         determining the Accrual Balance. The initial Discount Rate is six
         percent (6.0%). However, the Plan Administrator, in its discretion, may
         adjust the Discount Rate to maintain the rate within reasonable
         standards according to GAAP and/or applicable bank regulatory guidance.

1.9      "Early Termination" means the Executive's Separation from Service
         before attainment of Normal Retirement Age except when such Separation
         from Service occurs within twenty-four (24) months following a Change
         in Control, as a result of a Termination for Cause, or as a result of
         Executive's voluntary Separation from Service as a result of his
         resignation.

1.10     "Effective Date" means September 18, 2007.

1.11     "Normal Retirement Age" means the Executive's age sixty (60).
          ---------------------

1.12     "Plan Administrator" means the Board or such committee or person as the
          Board shall appoint.
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1.13     "Plan Year" means each twelve (12) month period commencing on September
         1 and ending on August 31 of each year. The initial Plan Year shall
         commence on the Effective Date of this Agreement and end on the
         following August 31.

1.14     "Separation from Service means termination of the Executive's
         employment with the Bank for reasons other than death or Disability.
         Whether a Separation from Service has occurred is determined in
         accordance with the requirements of Code Section 409A based on whether
         the facts and circumstances indicate that the Bank and Executive
         reasonably anticipated that no further services would be performed
         after a certain date or that the Executive would continue to provide
         services after such date (whether as an employee or as an independent
         contractor) at an annual rate that is less than fifty percent (50%) of
         the bona fide services performed (whether as an employee or an
         independent contractor) during the immediately preceding twelve (12)
         month period.

1.15     "Specified Employee" means an employee who at the time of Separation
         from Service is a key employee of the Bank or MFB Corp., if any stock
         of the Bank or MFB Corp. is publicly traded on an established
         securities market or otherwise. For purposes of this Agreement, an
         employee is a key employee if the employee meets the requirements of
         Code Section 416(i)(1)(A)(i), (ii), or (iii) (applied in accordance
         with the regulations thereunder and disregarding section 416(i)(5)) at
         any time during the twelve (12) month period ending on December 31 (the
         "identification period"). If the employee is a key employee during an
         identification period, the employee is treated as a key employee for
         purposes of this Agreement during the twelve (12) month period that
         begins on the first day of April following the close of the
         identification period.

1.16     "Termination for Cause" means Separation from Service for: (i) personal
         dishonesty, (ii) incompetence, (iii) willful misconduct, (iv) breach of
         fiduciary duty involving personal profit, (v) intentional failure to
         perform stated duties, (vi) willful violation of any law, rule, or
         regulation (other than traffic violations or similar offenses) or final
         cease-and-desist order, or (vii) any material breach of any term,
         condition or covenant of this Agreement.

                                    Article 2
                          Distributions During Lifetime

2.1      Normal Retirement Benefit. Upon Separation from Service after attaining
         Normal Retirement Age, the Bank shall distribute to the Executive the
         benefit described in this Section 2.1 in lieu of any other benefit
         under this Article.

         2.1.1    Amount of Benefit. The benefit under this Section 2.1 is an
                  Accrual Balance needed to support an annual payment for
                  fifteen (15) years of Sixty Thousand Dollars ($60,000)
                  beginning at Normal Retirement Age. For every Plan Year or
                  portion thereof from Normal Retirement Age until Separation
                  from Service, the Accrual Balance shall be increased by the
                  Discount Rate.

         2.1.2    Distribution of Benefit. The Bank shall distribute the benefit
                  to the Executive in one hundred eighty (180) equal monthly
                  installments commencing on the first day of the month
                  following Separation of Service.

2.2      Resignation. If Executive resigns resulting in a voluntary Separation
         from Service, the Bank shall distribute to the Executive the benefit
         described in this Section 2.2 in lieu of any other benefit under this
         Article.

         2.2.1    Amount of Benefit. The benefit under this Section 2.2 is the
                  one hundred percent (100%) of the Accrual Balance determined
                  as of the end of the month preceding Separation from Service.

         2.2.2    Distribution of Benefit. The Bank shall distribute the benefit
                  to the Executive in thirty-six (36) equal monthly installments
                  commencing within sixty (60) days following Separation from
                  Service.

2.3      Early Termination  Benefit.  If Early Termination  occurs,  the Bank
         shall distribute to the Executive the
         --------------------------
         benefit described in this Section 2.3 in lieu of any other benefit
         under this Article.

         2.3.1    Amount of Benefit. The benefit under this Section 2.3 is the
                  present value of one hundred percent (100%) of the Normal
                  Retirement Benefit amount described in Section 2.1.1, computed
                  using the actuarial factors that would be used to compute the
                  present value of benefits under ss. 280G of the Code.

         2.3.2    Distribution of Benefit. The Bank shall distribute the benefit
                  to the Executive in thirty-six (36) equal monthly installments
                  commencing within sixty (60) days following Separation from
                  Service.

2.4      Disability Benefit. If the Executive experiences a Disability prior to
         Normal Retirement Age, the Bank shall distribute to the Executive the
         benefit described in this Section 2.3 in lieu of any other benefit
         under this Article.

         2.4.1    Amount of Benefit. The benefit under this Section 2.3 is one
                  hundred percent (100%) of the Accrual Balance determined as of
                  the end of the month preceding such Disability.

         2.4.2    Distribution of Benefit. The Bank shall distribute the benefit
                  to the Executive in one hundred eighty (180) equal monthly
                  installments commencing on the first day of the month
                  following determination of Disability.

2.5      Change in Control Benefit. If a Change in Control occurs followed
         within twenty-four (24) months by Separation from Service prior to
         Normal Retirement Age, the Bank shall distribute to the Executive the
         benefit described in this Section 2.4 in lieu of any other benefit
         under this Article.

         2.5.1    Amount of Benefit. The benefit under this Section 2.4 is the
                  present value of one hundred percent (100%) of the Normal
                  Retirement Benefit amount described in Section 2.1.1, computed
                  using the actuarial factors that would be used to compute the
                  present value of benefits under ss. 280G of the Code.

         2.5.2    Distribution of Benefit. The Bank shall distribute the benefit
                  to the Executive in a lump sum within sixty (60) days
                  following Separation from Service.

         2.5.3    Parachute Payments. Notwithstanding any provision of this
                  Agreement to the contrary, and to the extent allowed by Code
                  Section 409A, if any benefit payment under this Section 2.4
                  would be treated as an "excess parachute payment" under Code
                  Section 280G, the Bank shall reduce such benefit payment to
                  the extent necessary to avoid treating such benefit payment as
                  an excess parachute payment.

2.6      Restriction on Commencement of Distributions. Notwithstanding any
         provision of this Agreement to the contrary, if the Executive is
         considered a Specified Employee, the provisions of this Section 2.5
         shall govern all distributions hereunder. If benefit distributions
         which would otherwise be made to the Executive due to Separation from
         Service are limited because the Executive is a Specified Employee, then
         such distributions shall not be made during the first six (6) months
         following Separation from Service. Rather, any distribution which would
         otherwise be paid to the Executive during such period shall be
         accumulated and paid to the Executive in a lump sum on the first day of
         the seventh month following Separation from Service. All subsequent
         distributions shall be paid in the manner specified.

2.7      Distributions Upon Taxation of Amounts Deferred. If, pursuant to Code
         Section 409A, the Federal Insurance Contributions Act or other state,
         local or foreign tax, the Executive becomes subject to tax on the
         amounts deferred hereunder, then the Bank may make a limited
         distribution to the Executive in a manner that conforms to the
         requirements of Code section 409A. Any such distribution will decrease
         the Executive's benefits distributable under this Agreement.

2.8      Change in Form or Timing of Distributions. For distribution of benefits
         under this Article 2, the Executive and the Bank may, subject to the
         terms of Section 8.1, amend this Agreement to delay the timing or
         change the form of distributions. Any such amendment:

(a) may not accelerate the time or schedule of any distribution, except as
provided in Code Section 409A; (b) must, for benefits distributable under
Sections 2.1, 2.2 and 2.4, delay the commencement of
                           distributions for a minimum of five (5) years from
                           the date the first distribution was originally
                           scheduled to be made; and
(c) must take effect not less than twelve (12) months after the amendment is
made.

                                    Article 3
                              Distribution at Death

3.1      Death During Active Service. If the Executive dies prior to Separation
         from Service, the Bank shall distribute to the Beneficiary the benefit
         described in this Section 3.1. This benefit shall be distributed in
         lieu of any benefit under Article 2.

         3.1.1    Amount of Benefit. The benefit under this Section 3.1 is the
                  Normal Retirement Benefit amount described in Section 2.1.1.

         3.1.2    Distribution of Benefit. The Bank shall distribute the annual
                  benefit to the Beneficiary in twelve (12) equal monthly
                  installments for fifteen (15) years commencing on the first
                  day of the fourth month following the Executive's death. The
                  Beneficiary shall be required to provide the Executive's death
                  certificate to the Bank.

3.2      Death During Distribution of a Benefit. If the Executive dies after any
         benefit distributions have commenced under this Agreement but before
         receiving all such distributions, the Bank shall distribute to the
         Beneficiary the remaining benefits at the same time and in the same
         amounts they would have been distributed to the Executive had the
         Executive survived.

3.3      Death Before Benefit Distributions Commence. If the Executive is
         entitled to benefit distributions under this Agreement but dies prior
         to the date that commencement of said benefit distributions are
         scheduled to be made under this Agreement, the Bank shall distribute to
         the Beneficiary the same benefits to which the Executive was entitled
         prior to death, except that the benefit distributions shall be paid in
         the manner specified in Section 3.1.2 and shall commence on the first
         day of the fourth month following the Executive's death.

                                    Article 4
                                  Beneficiaries

4.1      In General. The Executive shall have the right, at any time, to
         designate a Beneficiary to receive any benefit distributions under this
         Agreement upon the death of the Executive. The Beneficiary designated
         under this Agreement may be the same as or different from the
         beneficiary designated under any other plan of the Bank in which the
         Executive participates.

4.2      Designation. The Executive shall designate a Beneficiary by completing
         and signing the Beneficiary Designation Form and delivering it to the
         Plan Administrator or its designated agent. If the Executive names
         someone other than the Executive's spouse as a Beneficiary, the Plan
         Administrator may, in its sole discretion, determine that spousal
         consent is required to be provided in a form designated by the Plan
         Administrator, executed by the Executive's spouse and returned to the
         Plan Administrator. The Executive's beneficiary designation shall be
         deemed automatically revoked if the Beneficiary predeceases the
         Executive or if the Executive names a spouse as Beneficiary and the
         marriage is subsequently dissolved. The Executive shall have the right
         to change a Beneficiary by completing, signing and otherwise complying
         with the terms of the Beneficiary Designation Form and the Plan
         Administrator's rules and procedures. Upon the acceptance by the Plan
         Administrator of a new Beneficiary Designation Form, all Beneficiary
         designations previously filed shall be cancelled. The Plan
         Administrator shall be entitled to rely on the last Beneficiary
         Designation Form filed by the Executive and accepted by the Plan
         Administrator prior to the Executive's death.

4.3      Acknowledgment. No designation or change in designation of a
         Beneficiary shall be effective until received, accepted and
         acknowledged in writing by the Plan Administrator or its designated
         agent.

4.4      No Beneficiary Designation. If the Executive dies without a valid
         beneficiary designation, or if all designated Beneficiaries predecease
         the Executive, then the Executive's spouse shall be the designated
         Beneficiary. If the Executive has no surviving spouse, any benefit
         shall be paid to the Executive's estate.

4.5      Facility of Distribution. If the Plan Administrator determines in its
         discretion that a benefit is to be distributed to a minor, to a person
         declared incompetent or to a person incapable of handling the
         disposition of that person's property, the Plan Administrator may
         direct distribution of such benefit to the guardian, legal
         representative or person having the care or custody of such minor,
         incompetent person or incapable person. The Plan Administrator may
         require proof of incompetence, minority or guardianship as it may deem
         appropriate prior to distribution of the benefit. Any distribution of a
         benefit shall be a distribution for the account of the Executive and
         the Beneficiary, as the case may be, and shall completely discharge any
         liability under this Agreement for such distribution amount.

                                    Article 5
                               General Limitations

5.1      Termination for Cause. Notwithstanding any provision of this Agreement
         to the contrary, the Bank shall not distribute any benefit under this
         Agreement if the Executive's employment with the Bank is terminated by
         the Bank or an applicable regulator due to a Termination for Cause.

5.2      Suicide or Misstatement. No benefit shall be distributed if the
         Executive commits suicide within two (2) years after the Effective
         Date, or if an insurance company which issued a life insurance policy
         covering the Executive and owned by the Bank denies coverage (i) for
         material misstatements of fact made by the Executive on an application
         for such life insurance, or (ii) for any other reason.

5.3      Removal. Notwithstanding any provision of this Agreement to the
         contrary, the Bank shall not distribute any benefit under this
         Agreement if the Executive is subject to a final removal or prohibition
         order issued by an appropriate federal banking agency pursuant to
         Section 8(e) of the Federal Deposit Insurance Act. Notwithstanding
         anything herein to the contrary, any payments made to the Executive
         pursuant to this Agreement, or otherwise, shall be subject to and
         conditioned upon compliance with 12 U.S.C. 1828 and FDIC Regulation 12
         CFR Part 359, Golden Parachute Indemnification Payments and any other
         regulations or guidance promulgated thereunder.

                                    Article 6
                           Administration of Agreement

6.1      Plan Administrator Duties. The Plan Administrator shall administer this
         Agreement according to its express terms and shall also have the
         discretion and authority to (i) make, amend, interpret and enforce all
         appropriate rules and regulations for the administration of this
         Agreement and (ii) decide or resolve any and all questions, including
         interpretations of this Agreement, as may arise in connection with this
         Agreement to the extent the exercise of such discretion and authority
         does not conflict with Code Section 409A.

6.2      Agents. In the administration of this Agreement, the Plan Administrator
         may employ agents and delegate to them such administrative duties as
         the Plan Administrator sees fit, including acting through a duly
         appointed representative, and may from time to time consult with
         counsel who may be counsel to the Bank.

6.3      Binding Effect of Decisions. Any decision or action of the Plan
         Administrator with respect to any question arising out of or in
         connection with the administration, interpretation or application of
         this Agreement and the rules and regulations promulgated hereunder
         shall be final and conclusive and binding upon all persons having any
         interest in this Agreement.

6.4      Indemnity of Plan Administrator. The Bank shall indemnify and hold
         harmless the Plan Administrator against any and all claims, losses,
         damages, expenses or liabilities arising from any action or failure to
         act with respect to this Agreement, except in the case of willful
         misconduct by the Plan Administrator.

6.5      Bank Information. To enable the Plan Administrator to perform its
         functions, the Bank shall supply full and timely information to the
         Plan Administrator on all matters relating to the date and
         circumstances of the Executive's death, Disability or Separation from
         Service, and such other pertinent information as the Plan Administrator
         may reasonably require.

6.6      Annual Statement. The Plan Administrator shall provide to the
         Executive, within one hundred twenty (120) days after the end of each
         Plan Year, a statement setting forth the benefits to be distributed
         under this Agreement.

                                    Article 7
                          Claims And Review Procedures

7.1      Claims  Procedure.  An Executive or  Beneficiary  ("claimant")  who
         has not received  benefits  under this
         -----------------
         Agreement that he or she believes should be distributed shall make a
         claim for such benefits as follows:

         7.1.1    Initiation - Written Claim. The claimant initiates a claim by
                  submitting to the Plan Administrator a written claim for the
                  benefits. If such a claim relates to the contents of a notice
                  received by the claimant, the claim must be made within sixty
                  (60) days after such notice was received by the claimant. All
                  other claims must be made within one hundred eighty (180) days
                  of the date on which the event that caused the claim to arise
                  occurred. The claim must state with particularity the
                  determination desired by the claimant.

         7.1.2    Timing of Plan Administrator Response. The Plan Administrator
                  shall respond to such claimant within ninety (90) days after
                  receiving the claim. If the Plan Administrator determines that
                  special circumstances require additional time for processing
                  the claim, the Plan Administrator can extend the response
                  period by an additional ninety (90) days by notifying the
                  claimant in writing, prior to the end of the initial ninety
                  (90) day period, that an additional period is required. The
                  notice of extension must set forth the special circumstances
                  and the date by which the Plan Administrator expects to render
                  its decision.

         7.1.3    Notice of Decision. If the Plan Administrator denies part or
                  all of the claim, the Plan Administrator shall notify the
                  claimant in writing of such denial. The Plan Administrator
                  shall write the notification in a manner calculated to be
                  understood by the claimant. The notification shall set forth:

                  (a) The specific reasons for the denial;
                  (b) A reference to the specific provisions of this Agreement
                  on which the denial is based; (c) A description of any
                  additional information or material necessary for the claimant
                  to
                           perfect the claim and an explanation of why it is
                           needed;
                  (d)      An explanation of this Agreement's review procedures
                           and the time limits applicable to such procedures;
                           and
                  (e)      A statement of the claimant's right to bring a civil
                           action under ERISA Section 502(a) following an
                           adverse benefit determination on review.

7.2      Review  Procedure.  If the Plan  Administrator  denies part or all of
         the claim,  the claimant  shall have
         -----------------
         the opportunity for a full and fair review by the Plan Administrator
         of the denial as follows:

         7.2.1    Initiation - Written Request. To initiate the review, the
                  claimant, within sixty (60) days after receiving the Plan
                  Administrator's notice of denial, must file with the Plan
                  Administrator a written request for review.

         7.2.2    Additional Submissions - Information Access. The claimant
                  shall then have the opportunity to submit written comments,
                  documents, records and other information relating to the
                  claim. The Plan Administrator shall also provide the claimant,
                  upon request and free of charge, reasonable access to, and
                  copies of, all documents, records and other information
                  relevant (as defined in applicable ERISA regulations) to the
                  claimant's claim for benefits.

         7.2.3    Considerations on Review. In considering the review, the Plan
                  Administrator shall take into account all materials and
                  information the claimant submits relating to the claim,
                  without regard to whether such information was submitted or
                  considered in the initial benefit determination.

         7.2.4    Timing of Plan Administrator Response. The Plan Administrator
                  shall respond in writing to such claimant within sixty (60)
                  days after receiving the request for review. If the Plan
                  Administrator determines that special circumstances require
                  additional time for processing the claim, the Plan
                  Administrator can extend the response period by an additional
                  sixty (60) days by notifying the claimant in writing, prior to
                  the end of the initial sixty (60) day period, that an
                  additional period is required. The notice of extension must
                  set forth the special circumstances and the date by which the
                  Plan Administrator expects to render its decision.

         7.2.5    Notice of Decision. The Plan Administrator shall notify the
                  claimant in writing of its decision on review. The Plan
                  Administrator shall write the notification in a manner
                  calculated to be understood by the claimant. The notification
                  shall set forth:

                  (a) The specific reasons for the denial;
                  (b) A reference to the specific provisions of this Agreement
                  on which the denial is based; (c) A statement that the
                  claimant is entitled to receive, upon request and free of
                  charge,
                           reasonable access to, and copies of, all documents,
                           records and other information relevant (as defined in
                           applicable ERISA regulations) to the claimant's claim
                           for benefits; and
                  (d)      A statement of the claimant's right to bring a civil
                           action under ERISA Section 502(a).

                                    Article 8
                           Amendments and Termination

8.1      Amendments. This Agreement may be amended only by a written agreement
         signed by the Bank and the Executive. However, the Bank may
         unilaterally amend this Agreement to conform with written directives to
         the Bank from its auditors or banking regulators or to comply with
         legislative changes or tax law, including without limitation Code
         Section 409A.

8.2      Plan Termination Generally. This Agreement may be terminated only by a
         written agreement signed by the Bank and the Executive. The benefit
         shall be the Accrual Balance as of the date this Agreement is
         terminated. Except as provided in Section 8.3, the termination of this
         Agreement shall not cause a distribution of benefits under this
         Agreement. Rather, upon such termination benefit distributions will be
         made at the earliest distribution event permitted under Article 2 or
         Article 3.

8.3      Plan Terminations Under Code Section 409A. Notwithstanding anything to
         the contrary in Section 8.2, if the Bank terminates this Agreement in
         the following circumstances:

         (a)      Within thirty (30) days before or twelve (12) months after a
                  Change in Control, provided that all distributions are made no
                  later than twelve (12) months following such termination of
                  this Agreement and further provided that all the Bank's
                  arrangements which would be aggregated under Treasury
                  Regulations Section 1.409A-1(c)(2) are terminated and
                  liquidated so the Executive and all participants in those
                  arrangements are required to receive all amounts of
                  compensation deferred under the terminated arrangements within
                  twelve (12) months of such termination;
         (b)      Upon the Bank's dissolution or with the approval of a
                  bankruptcy court provided that the amounts deferred under this
                  Agreement are included in the Executive's gross income in the
                  latest of (i) the calendar year in which this Agreement
                  terminates; (ii) the calendar year in which the amount is no
                  longer subject to a substantial risk of forfeiture; or (iii)
                  the first calendar year in which the distribution is
                  administratively practical; or
         (c)      Upon the Bank's  termination  of this and all other
                  arrangements  that would be aggregated  with this  Agreement
                  pursuant  to  Treasury   Regulations   Section   1.409A-1(c)
                  if  the  Executive participated in such  arrangements
                  ("Similar  Arrangements"),  provided that (i) the termination
                  and  liquidation  does not occur  proximate  to a downturn in
                  the  financial  health of the Bank, (ii) all  termination
                  distributions  are made no earlier  than  twelve  (12) months
                  and no later than twenty-four (24) months  following such
                  termination,  and (iii) the Bank does not adopt any new
                  arrangement  that would be a Similar  Arrangement for a
                  minimum of three (3) years following the date the Bank  takes
                  all  necessary  action  to  irrevocably  terminate  and
                  liquidate  the Agreement;


         the Bank may distribute the Accrual Balance, determined as of the date
         of the termination of this Agreement, to the Executive in a lump sum
         subject to the above terms.

                                    Article 9
                                  Miscellaneous

9.1      Binding  Effect.  This  Agreement  shall  bind  the  Executive  and
         the  Bank  and  their  beneficiaries,
         ---------------
         survivors, executors, administrators and transferees.

9.2      No Guarantee of Employment. This Agreement is not a contract for
         employment. It does not give the Executive the right to remain as an
         employee of the Bank nor interfere with the Bank's right to discharge
         the Executive. It does not require the Executive to remain an employee
         nor interfere with the Executive's right to terminate employment at any
         time.

9.3      Non-Transferability. Benefits under this Agreement cannot be sold,
         transferred, assigned, pledged, attached or encumbered in any manner.

9.4      Tax Withholding and Reporting. The Bank shall withhold any taxes that
         are required to be withheld, including but not limited to taxes owed
         under Code Section 409A from the benefits provided under this
         Agreement. The Executive acknowledges that the Bank's sole liability
         regarding taxes is to forward any amounts withheld to the appropriate
         taxing authorities. The Bank shall satisfy all applicable reporting
         requirements, including those under Code Section 409A.

9.5      Applicable Law. This Agreement and all rights hereunder shall be
         governed by the laws of the State of Indiana, except to the extent
         preempted by the laws of the United States of America.

9.6      Unfunded Arrangement. The Executive and the Beneficiary are general
         unsecured creditors of the Bank for the distribution of benefits under
         this Agreement. The benefits represent the mere promise by the Bank to
         distribute such benefits. The rights to benefits are not subject in any
         manner to anticipation, alienation, sale, transfer, assignment, pledge,
         encumbrance, attachment or garnishment by creditors. Any insurance on
         the Executive's life or other informal funding asset is a general asset
         of the Bank to which the Executive and Beneficiary have no preferred or
         secured claim.

9.7      Reorganization. The Bank shall not merge or consolidate into or with
         another bank, or reorganize, or sell substantially all of its assets to
         another bank, firm or person unless such succeeding or continuing bank,
         firm or person agrees to assume and discharge the obligations of the
         Bank under this Agreement. Upon the occurrence of such an event, the
         term "Bank" as used in this Agreement shall be deemed to refer to the
         successor or survivor entity.

9.8      Entire Agreement. This Agreement constitutes the entire agreement
         between the Bank and the Executive as to the subject matter hereof. No
         rights are granted to the Executive by virtue of this Agreement other
         than those specifically set forth herein.

9.9      Interpretation. Wherever the fulfillment of the intent and purpose of
         this Agreement requires and the context will permit, the use of the
         masculine gender includes the feminine and use of the singular includes
         the plural.

9.10     Alternative Action. In the event it shall become impossible for the
         Bank or the Plan Administrator to perform any act required by this
         Agreement due to regulatory or other constraints, the Bank or Plan
         Administrator may perform such alternative act as most nearly carries
         out the intent and purpose of this Agreement and is in the best
         interests of the Bank, provided that such alternative act does not
         violate Code Section 409A.

9.11     Headings.  Article  and  section  headings  are for  convenient
         reference  only and shall not  control or
         --------
         affect the meaning or construction of any provision herein.

9.12     Validity. If any provision of this Agreement shall be illegal or
         invalid for any reason, said illegality or invalidity shall not affect
         the remaining parts hereof, but this Agreement shall be construed and
         enforced as if such illegal or invalid provision had never been
         included herein.

9.13     Notice. Any notice or filing required or permitted to be given to the
         Bank or Plan Administrator under this Agreement shall be sufficient if
         in writing and hand-delivered or sent by registered or certified mail
         to the address below:

                                   MFB Financial
                                   4100 Edison Lakes Parkway, Suite 300
                                   P.O. Box 528
                                   Mishawaka, IN  46546-0528

         Such notice shall be deemed given as of the date of delivery or, if
         delivery is made by mail, as of the date shown on the postmark on the
         receipt for registration or certification.

         Any notice or filing required or permitted to be given to the Executive
         under this Agreement shall be sufficient if in writing and
         hand-delivered or sent by mail to the last known address of the
         Executive.

9.14     Deduction Limitation on Benefit Payments. If the Bank reasonably
         anticipates that the Bank's deduction with respect to any distribution
         under this Agreement would be limited or eliminated by application of
         Code Section 162(m), then to the extent deemed necessary by the Bank to
         ensure that the entire amount of any distribution from this Agreement
         is deductible, the Bank may delay payment of any amount that would
         otherwise be distributed under this Agreement. The delayed amounts
         shall be distributed to the Executive (or the Beneficiary in the event
         of the Executive's death) at the earliest date the Bank reasonably
         anticipates that the deduction of the payment of the amount will not be
         limited or eliminated by application of Code Section 162(m).

9.15     Compliance with Section 409A. This Agreement  shall be interpreted and
         administered  consistent with Code
         ----------------------------
         Section 409A.

         IN WITNESS WHEREOF, the Executive and a duly authorized representative
of the Bank have signed this Agreement.

EXECUTIVE:                 MFB FINANCIAL


By:
- -----------------------------------------------------
CHARLES J. VIATER


- -----------------------------------------------------
Title:   DONALD R. KYLE, Executive Vice President and Chief Operating Officer
INDS01 MGP 978008v5