EXHIBIT
10.17

    SALARY
CONTINUATION AGREEMENT WITH CHARLES VIATER

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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.

            


    

    


    
      	
              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.

            


    

    


    
      	
              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
      § 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 § 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